GATEWAY DISTRIBUTORS, LTD
                             STOCK OPTION AGREEMENT

     THIS AGREEMENT is made as of February 1, 2006 between GATEWAY DISTRIBUTORS
LTD, a Nevada corporation (the "Company"), and Stephen F. Owens   at 1951 Tavern
Road, Alpine, CA 91901 (the Optionee").

            THE  PARTIES  AGREE  AS  FOLLOWS:

     1.     Option Grant.    The Company hereby grants to the Optionee an option
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     (the  "Option")  to  purchase  the  number  of  shares  of  the  Company's
     common  stock  (the "Shares"), for an exercise price per share (the "Option
     Price")  and  based  upon  a  Grant  Date,  all  as  set  forth  below:

               Shares  under  option:               800,000,000
               Option  Price  per  Share:           $.0001
               Grant  Date:                         February  1,  2006

               The  Option  granted  hereunder  will  be an incentive stock
          option  within the meaning of Section 422 of the Internal Revenue
          Code  of 1986, as amended. This Option is granted in exchange for
          the  $80,000 loan on the Company books owed to Stephens F. Owens.

     2.     Stockholder  Rights.    No  rights or privileges of a stockholder in
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     the  Company  are  conferred  by  reason  of  the  granting  of the Option.
     Optionee  will  not become a stockholder in the Company with respect to the
     Shares  unless  and  until  the  Option has been properly exercised and the
     Option  Price  fully  paid  as  to  the  portion  of  the Option exercised.

     3.     Exercise  Procedure.  Subject  to  the  conditions set forth in this
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     Agreement.  This  option  shall  be  exercised  by  the Optionee's delivery
     of  written  notice of exercise to the Treasurer of the Company, specifying
     the  number  of  shares  to  be purchased and the purchase price to be paid
     therefore  and accompanied by payment in full in accordance with Section 4.
     Such  exercise  shall  be  effective  upon  receipt by the Treasurer of the
     Company  of  such  written  notice  together with the required payment. The
     Optionee  may  purchase  less  than  the  number  of shares covered hereby,
     provided  that no partial exercise of this option may be for any fractional
     share  or  for  fewer  than  ten  whole  shares

     4.     Continuous  Relationship  with  the  Company.  Except  as  otherwise
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     provided  in  this  Section  3,  this  option  may  not be exercised unless
     the Optionee, at the time he or she exercises this option, is, and has been
     at  all  times since the date of grant of this option, an employee, officer
     or  director  of,  or  consultant  or advisor to, the Company (an "Eligible
     Optionee")-

     5.     Termination  of  Relationship  with  the  Company.  If  the Optionee
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     ceases  to  be  an  Eligible  Optionee  for  any  reason,  then,  except as
     provided in paragraphs (a) and (b) below, the right to exercise this option
     shall  terminate  one  (1) year after such cessation (but in no event after
     the  Expiration  Date), provided that this option shall be exercisable only
     to the extent that the Optionee was entitled to exercise this option on the
     date  of  such  cessation.  Notwithstanding the foregoing, if the Optionee,
     prior  to  the  Expiration Date, materially violates the non-competition or
     confidentiality  provisions of any employment contract, confidentiality and
     nondisclosure  agreement  or  other  agreement between the Optionee and the
     Company. The right to exercise this option shall terminate immediately upon
     written  notice  to  the  Optionee  from  the  Company


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<PAGE>
     describing  such  violation.

               (a)     Exercise  Period  Upon  Death  or  Disability.  If  the
               Optionee  dies  or  becomes  disabled  (within  the  meaning  of
               Section  22(e)(3) of the Code) prior to the Expira1ion Date while
               he or she is an Eligible Optionee, or if the Optionee dies within
               three months after the Optionee ceases to be an Eligible Optionee
               (other  than  as the result of a termination of such relationship
               by  the Company for "cause" as specified in paragraph (f) below),
               this  option  shall  be  exercisable,  within the period of three
               years  following  the date of death or disability of the Optionee
               (whether or not such exercise occurs before the Expiration Date),
               by  the  Optionee  or  by  the  person  to  whom  this  option is
               transferred  by  will  or  the  laws of descent and distribution,
               provided that this option shall be exercisable only to the extent
               that  this  option was exercisable by the Optionee on the date of
               his  or her death or disability. Except as otherwise indicated by
               the  context,  the term "Optionee," as used in this option, shall
               be deemed to include the estate of the Optionee or any person who
               acquires  the  right  to  exercise  this  option  by  Bequest  or
               inheritance  or  otherwise by reason of the death of the Optionee

               (b)     Discharge  for  Cause.  If  the  Optionee,  prior  to the
               Expiration  Date,  is  discharged  by  the  company  for  "cause"
               (as  defined  below),  the  right  to  exercise this option shall
               terminate  immediately upon such cessation of employment. "Cause"
               shall  mean willful misconduct by the Optionee or willful failure
               to  perform  his or her responsibilities in the best interests of
               the  Company  (including,  without  limitation,  breach  by  the
               Optionee  of  any  provision  of  any  employment,  consulting,
               advisory,  nondisclosure,  non-competition  or  other  similar
               agreement between the Optionee and the Company), as determined by
               the  Company,  which  determination  shall  be  conclusive.  The
               Optionee  shall be considered to have been discharged for "cause"
               if  the  Company  determines, within 30 days after the Optionee's
               resignation,  that  discharge  for  cause  was  warranted.

6          Payment of Purchase Price.
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               (a)     Method  of  Payment.  Payment  of  the purchase price for
               shares  purchased  upon  exercise  of  this  option shall be made
               (i) by delivery to the Company of cash or a check to the order of
               the  Company  in  an  amount  equal to the purchase price of such
               shares,  (ii)  subject to the consent of the Company. by delivery
               to  the  Company  of  shares  of Common Stock of the Company then
               owned  by the Optionee having a fair market value equal in amount
               to  the  purchase  price of such shares, (iii) by any other means
               which  the  Board of Directors determines are consistent with the
               purpose  of  the  Plan  and  with applicable laws and regulations
               (including,  without  limitation,  the  provisions  of Rule 16b-3
               under  the  Securities  Exchange  Act  of  1934  and Regulation T
               promulgated  by  the  Federal  Reserve  Board),  or  (iv)  by any
               combination  of  such  methods  of  payment.

               (b)     Valuation  of  Shares  or  Other  Non-Cash  Consideration
               Tendered  in  Payment  of  Purchase  Price.  For  the  purposes
               hereof,  the  fair  market  value  of  any share of the Company's
               Common  Stock  or  other  non-cash  consideration  which  may  be
               delivered  to  the  Company  in  exercise of this option shall be
               determined  in  good  faith  by  the  Board  of  Directors of the
               Company.


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<PAGE>
               (c)     Delivery of Shares Tendered in Payment of Purchase Price.
               If  the  Optionee  exercises  this  option  by delivery of shares
               of  Common  Stock of the Company, the certificate or certificates
               representing  the  shares  of  Common  Stock of the Company to be
               delivered  shall  be  duly  executed  in blank by the Optionee or
               shall  be  accompanied  by  a  stock power duly executed in blank
               suitable for purposes of transferring such shares to the Company.
               Fractional  shares  of  Common  Stock  of the Company will not be
               accepted in payment of the purchase price of shares acquired upon
               exercise  of  this  option.

               (d)     Restrictions  on Use of Option Stock. Notwithstanding the
               foregoing,  no  shares  of  Common  Stock  of  the Company may be
               tendered  in  payment  of  the purchase price of shares purchased
               upon exercise of this option if the shares to be so tendered were
               acquired within twelve (12) months before the date of such tender
               through  the  exercise of an option granted under the Plan or any
               other  stock  option  or  restricted  stock  plan of the Company.

     Delivery of Shares: Compliance with Securities Laws. Etc
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               (a)     General.  The  Company  shall, upon payment of the option
               price  for  the  number  of  shares  purchased and paid for, make
               prompt  delivery of such shares to the Optionee, provided that if
               any  law  or  regulation  requires the Company to take any action
               with respect to such shares before the issuance thereof, then the
               date  of delivery of such shares shall be extended for the period
               necessary  to  complete  such  action.

               (b)     Listing,  Qualification Etc. This option shall be subject
               to  the  requirement  that  if  at  any  time,  counsel  to  the
               Company  shall  determine  that  the  listing,  registration  or
               qualification  of  the  shares subject hereto upon any securities
               exchange  or  under  any  state or federal law, or the consent or
               approval  of  any  governmental  or  regulatory body, or that the
               disclosure  of  non-public information or the satisfaction of any
               other  condition is necessary as a condition of, or in connection
               with,  the  issuance or purchase of shares hereunder, this option
               may  not  be exercised, in whole or in part, unless such listing,
               registration,  qualification,  consent or approval, disclosure or
               satisfaction  of such other condition shall have been effected or
               obtained  on  terms acceptable to the Board of Directors. Nothing
               herein  shall  be  deemed  to  require  the Company to apply for,
               effect  or  obtain  such  listing, registration, qualification or
               disclosure,  or  to  satisfy  such  other  condition.

     8.     No  Special Employment or Similar Rights.  Nothing contained in this
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     option  shall  be  construed  or  deemed  by  any  person  under  any
     circumstances  to  bind  the  Company  to  continue the employment or other
     relationship  of  the Optionee with the Company for the period within which
     this  option  may  be  exercised.

     9.     Rights  as  a  Shareholder.  The  Optionee shall have no rights as a
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     shareholder  with  respect  to  any  shares  which  may  be  purchased  by
     exercise  of  this  option  (including,  without  limitation, any rights to
     receive  dividends  or  non-cash distributions with respect to such shares)
     unless  and until a certificate representing such shares is duly issued and
     delivered  to  the  Optionee.  No adjustment shall be made for dividends or
     other  right  for  which  the  record  date is prior to the date such stock
     certificate  is  issued.

     10.     Termination.    This  Option  will  expire,  unless  previously
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     exercised  in  full,  on


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<PAGE>
     February  1,2007  which  date  is  on  or prior to the third anniversary of
     the  Grant  Date.

     11.     Miscellaneous.  This Agreement sets forth the complete agreement of
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     the  parties  concerning  the  subject  matter  hereof,  superseding  all
     prior  agreemen1s,  negotiations and understandings. This Agreement will be
     governed by the substantive law of the State of Nevada, and may be executed
     in  counterparts.

          The parties hereby have entered into this Agreement as of the date set
     forth  above.

GATEWAY DISTRIBUTORS, LTD


By:
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   Rick Bailey

Title: President/CEO


"Optionee"


----------------------------------
 Stephen F. Owens (the Optionee")


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