EMPLOYMENT AGREEMENT


This  Employment  Agreement  (this "Agreement") is made effective as of April 2,
2004  by  and  between Gateway Distributors ("Gateway"), of 3035 E. Patrick Ln.,
Las Vegas, Nevada, 89120 and Tarun Mendiratta ("Tarun"), an individual.

     A.     Gateway  is  engaged  in  the  business  of  Vitamin  and Supplement
Distribution.  Tarun  will  primarily  perform  the  job duties at the following
location:  3035  E.  Patrick  Ln.,  Las  Vegas,  Nevada.

     B.     Gateway  desires  to  have  the  services  of  Tarun.

     C.     Tarun  is  willing  to  be  employed  by  Gateway.

Therefore, the parties agree as follows:

1.   EMPLOYMENT.  Gateway  shall  employ  Tarun  as  manager of retail sales and
     marketing.  Tarun  shall  provide  to  Gateway  the  following services: To
     promote and sell products, generate new business, acquisitions, and special
     projects  assigned by the officers of the company. Tarun accepts and agrees
     to  such  employment,  and agrees to be subject to the general supervision,
     advice  and direction of Gateway and Gateway's supervisory personnel. Tarun
     shall also perform (i) such other duties as are customarily performed by an
     employee  in a similar position, and (ii) such other unrelated services and
     duties as may be assigned to Tarun from time to time by Gateway.

2.   BEST  EFFORTS  OF  EMPLOYEE.  Tarun  agrees  to  perform  faithfully,
     industriously, and to the best of Tarun's ability, experience, and talents,
     all of the duties that may be required by the express and implicit terms of
     this  Agreement,  to  the  reasonable  satisfaction of Gateway. Such duties
     shall be provided at such place(s) as the needs, business, or opportunities
     of  Gateway  may  require  from  time  to  time.

3.   COMMISSION  PAYMENTS.  Tarun  will receive $3,000 per week for his services
     effective  immediately. This will be paid semi-monthly on the tenth day and
     the  twenty-fifth  day  of  the  month,  each  payment corresponding to the
     semi-monthly  period  that  ended  approximately  fifteen days prior to the
     payment  date.

4.   EXPENSE  REIMBURSEMENT.  Gateway  will  reimburse Tarun for "out-of-pocket"
     expenses incurred by Tarun in accordance with Gateway's policies.

5.   RECOMMENDATIONS  FOR IMPROVING OPERATIONS. Tarun shall provide Gateway with
     all  information,  suggestions,  and  recommendations  regarding  Gateway's
     business,  of which Tarun has knowledge that will be of benefit to Gateway.


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6.   CONFIDENTIALITY.  Tarun  recognizes  that  Gateway  has  and  will  have
     information  regarding  the  following:
Inventions             products           product  design     processes
technical  matters     trade  secrets     copyrights          customer  lists
prices                 costs              discounts           business  affairs
future  plans  and  other  vital information items (collectively, "Information")
which  are  valuable,  special  and unique assets of Gateway.  Tarun agrees that
Tarun  will  not  at  any  time or in any manner, either directly or indirectly,
divulge, disclose, or communicate any Information to any third party without the
prior  written  consent of Gateway, Tarun will protect the Information and treat
it  s  strictly confidential.  A violation by Tarun of this paragraph shall be a
material  violation  of  this  Agreement and will justify legal and/or equitable
relief.

7.   CONFIDENTIALITY  AFTER  TERMINATION  OF  EMPLOYMENT.  The  confidentiality
     provisions  of  this  Agreement shall remain in full force and effect for a
     one  year  period  after the termination of Tarun's employment. During this
     period,  neither  party  shall  make  pr  permit  the  making of any public
     announcement  or  statement of any kind that Tarun was formerly employed by
     or  connected  with  Gateway.

8.   EMPLOYEE'S  INABILITY  TO  CONTRACT  FOR EMPLOYER. Tarun shall not have the
     right  to  make  any  contracts  or commitments for or on behalf of Gateway
     without first obtaining the express written consent of Gateway.

9.   TERM/TERMINATION.  Tarun's  employment under this Agreement shall be for an
     unspecified term on an "at will" basis. This Agreement may be terminated by
     Gateway  upon  30  days  written  notice  and by Tarun upon 30 days written
     notice.  If  Gateway  shall  so  terminate  this  Agreement, Tarun shall be
     entitled  to  compensation  for 30 days beyond the termination date of such
     termination, unless Tarun is in violation of this Agreement. If Tarun is in
     violation  of  this  Agreement,  Gateway  may  terminate employment without
     notice  and  with  compensation  to  Tarun  only  to  the  date  of  such
     terminations.  The  compensation paid under this Agreement shall be Tarun's
     exclusive  remedy.

10.  TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this
     Agreement,  if  Tarun becomes permanently disabled and is no longer able to
     perform  the  essential  functions  of  the  position  with  reasonable
     accommodation. Gateway shall exercise this option by giving 30 days written
     notice  to  Tarun.

11.  COMPLIANCE  WITH  EMPLOYER'S  RULES. Tarun agrees to comply with all of the
     rules  and  regulations  of  Gateway.

12.  RETURN OF PROPERTY. Upon termination of this Agreement, Tarun shall deliver
     to Gateway all property which is Gateway's property or related to Gateway's
     business  (including  keys,  records,  notes,  data, memoranda, models, and
     equipment)  that  is  in  Tarun's possession or under Tarun's control. Such
     obligation  shall  be


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     governed  by  any  separate confidentiality or proprietary rights agreement
     signed  by  Tarun.

13.  NOTICES. All notices required or permitted under this Agreement shall be in
     writing  and  shall  be deemed delivered when delivered in person or on the
     third  day  after  being deposited in the United States mail, postage paid,
     address  as  follows:

     Employer:

     Gateway Distributors
     3035  E. Patrick Lane
     Las Vegas, Nevada  89120

     Employee:

     Tarun  Mendiratta

     Such  addresses  may  be  changed  from  time  to  time  by either party by
     providing written notice in the manner set forth above.

14.  ENTIRE  AGREEMENT.  This  agreement  contains  the  entire agreement of the
     parties  and  there  are  no  other  promises  or  conditions  in any other
     agreement  whether  oral  or  written.  This Agreement supersedes any prior
     written  or  oral  agreements  between  the  parties.

15.  AMENDMENT.  This  Agreement may be modified or amended, if the amendment is
     made  in  writing  and  is  signed  by  both  parties.

16.  SEVERABILITY.  If  any  provision  of  this  Agreement  shall be held to be
     invalid  or  enforceable  for  any  reason,  the remaining provisions shall
     continue  to be valid and enforceable. If a court finds that any provisions
     for  this  Agreement is invalid or unenforceable, but that by limiting such
     provision  it  would become valid or enforceable, then such provision shall
     be  deemed  to  be  written,  construed,  and  enforced  as  so  limited.

17.  WAIVER  OF  CONTRACTUAL  RIGHT.  The failure of either party to enforce any
     provision of the Agreement shall not be construed as a waiver or limitation
     of that party's right to subsequently enforcer and compel strict compliance
     with  every  provision  of  this  Agreement.

18.  APPLICABLE  LAW.  This Agreement shall be governed by the laws of the State
     of  Nevada.


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In  witness  whereof,  the parties have executed this employment agreement as of
April  2,  2004.






By:  ________________________
     Tarun  Mendiratta
     Individual

Date:  _____________



By:  ________________________
     Rick  Bailey
     President / CEO

Date:  _____________


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