GATEWAY  DISTRIBUTORS  LTD.                              DATE:  AUGUST  13, 2004

3035 E. Patrick Lane, Ste. 14
Las Vegas, NV 89120


Dear Sirs:

     WWD  Trading International would be pleased to act as Consultant to Gateway
Distributors  LTDIn  this  capacity,  the  Consultant will render the following
advisory  services:

     (i)       Review  with  the  Board  of  Directors and members of management
               Gateway  Distributors'  its  strategic  plans  and  business
               alternatives;

     (ii)      Advise  Gateway  Distributors  with  respect  to potential Global
               strategic  acquisitions  which  appear  to  Consultant to provide
               promising opportunities for Gateway Distributors or which Gateway
               Distributors  independently  determines  to  pursue;

     (iii)     Meet  with  senior management and, if requested, the entire Board
               of  Directors  of Gateway Distributors to discuss the position of
               Consultant  and any recommendation to stockholders concerning any
               proposal to effect an acquisition or sell Gateway Distributors or
               certain of its assets as well as available strategic alternatives
               worldwide.

     (iv)      Consultant  will  assist  Gateway Distributors in the exposure of
               their  product(s)  through  mass  media  resources.

     (v)       To  the  extent requested by Gateway Distributors, provide advice
               with  respect  to  proposed  licensing  arrangements  with  third
               parties  in  the  United  States  and  other  world  markets.

     (vi)      To  the  extent  requested  by  Gateway  Distributors,  assist in
               negotiating  the  terms,  condition and structure of any proposed
               acquisition,  divestiture  or  licensing  arrangement;  and


     Consultant  will  be paid on a project by project basis and invoice Gateway
Distributors  weekly.  The engagement provided for herein shall be terminable at
the  option of the Company at any time from the date hereof upon 30 days written
notice  to  WWD  Trading  International.

     No  fees  payable  to  any  other  consultant by Gateway Distributors shall
reduce  or  otherwise  affect  the fees payable to Consultant.  It is understood
that  regardless  of  the  outcome of any Extraordinary Transaction or Licensing
Arrangement,  in  which  Consultant  is  entitled  to  a non-accountable expense
allowance  hereunder,  Gateway  Distributors  will  reimburse Consultant for any
reasonable  out-of-pocket  expenses  it  might  incur  in  connection  with its'
services  in  connection  with  such  transactions or otherwise pursuant to this
engagement  letter,  including,  without  limitation,  reasonable  fees  and
disbursements of counsel when consulted in connection with action taken pursuant
to  this  engagement  letter.

     In  connection  with  the  services  which  Consultant  agrees to render to
Gateway  Distributors  hereunder,  Gateway  Distributors  shall  (A)  indemnify
Consultant  and  hold it harmless to the fullest extent permitted by law against
any  losses,  claims,  damages  or  liabilities  to  which Consultant may become
subject  in connection with (i) the use of information that is inaccurate in any
respect  (as  a  result  of  misrepresentation,  omission, failure to update, or
otherwise)  that  is  provided  to  Consultant  by  Gateway  Distributors,  its
representatives,  agents  or  advisors, regardless of whether Consultant knew or
should  have known of such inaccuracy, or (ii) any other aspect of its rendering
such  services,  unless it is finally judicially determined that losses, claims,
damages  or  liabilities relating thereto arise only out of the bad faith of WWD
Trading  International  and  (B)  reimburse  Consultant  for  any legal or other
expenses  reasonably  incurred by it in connection with investigating, preparing
to  defend or defending any lawsuits, claims or other proceedings arising in any
manner out of or in connection with the performance of its duties hereunder.  If
for  any reason (other than the bad faith of Consultant relating to claims under
subparagraph (ii) above) the foregoing indemnity is unavailable to Consultant or
insufficient  to  hold  Consultant  harmless,  then  Gateway  Distributors shall
contribute  to  the  amount  paid  or  payable by Consultant as a result of such
claims,  liabilities,  losses,  damages  or  expenses  in  such proportion as is
appropriate  to  reflect  not  only  the  relative  benefits received by Gateway


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Distributors  on  the one hand and Consultant on the other but also the relative
fault  of  Gateway  Distributors on the one hand and Consultant on the other, as
well  as  any relevant equitable considerations.  Notwithstanding the provisions
of  this  engagement  letter,  the  aggregate  contribution of Consultant to all
claims, liabilities, losses, damages and expenses shall not exceed the amount of
fees  actually  received  by  Consultant  pursuant  to its engagement by Gateway
Distributors.  It is hereby further agreed that the relative benefits to Gateway
Distributors  on  the  one hand and Consultant on the other hand with respect to
the transactions contemplated in this engagement letter shall be deemed to be in
the same proportion as the total value the transaction bears to the fees paid to
Consultant  with respect to such transactions.  Gateway Distributors LTD. agrees
that  the  indemnification  and  reimbursement  commitments  set  forth  in this
engagement letter shall apply whether or not Consultant is a formal party to any
such  lawsuits  or  other proceedings, that Consultant is entitled to retain one
separate  counsel  of  its choice in connection with any of the matters to which
such  commitments  relate,  that  such  commitments  shall be in addition to any
liability  that  Gateway  Distributors  may  have to Consultant at common law or
otherwise,  and  that  such commitments shall extend upon the terms set forth in
this engagement letter to any controlling person, director, officer, employee or
agent of Consultant and shall survive any termination of this engagement letter.

     Gateway  Distributors  LTD. agrees that Consultant is entitled to rely upon
all  reports  of  Gateway  Distributors  (and  its  affiliates)  and information
supplied  to  it  by  or  on  behalf of Gateway Distributors (whether written or
oral),  and  Consultant shall not in any respect be responsible for the accuracy
or  completeness  of  any  such  report or information or have any obligation to
verify  the  same.

     Consultant hereby agrees that it will not disclose confidential information
received from Gateway Distributors  (or its affiliates) to others (other than to
its  employees,  agents,  accountants,  attorneys, and other advisors) except as
contemplated  by this engagement letter or as such disclosure may be required by
law.  At  the  conclusion of the engagement hereunder, Consultant will return to
Gateway Distributors all copies of any confidential information that the Company
has  duly  marked  "confidential"  and  that is at the time in the possession of
Consultant.  For  purposes of this engagement letter, "confidential information"
shall  mean  information  provided  by  the  Company  to  Consultant that is not
otherwise  available  to Consultant from sources outside of Gateway Distributors
(or  its  affiliates),  and  any such information shall cease to be confidential
information  when  it  becomes generally available, or comes to the attention of
WWD Trading International through other sources that do not, to the awareness of
Consultant  at  the  time, involve a violation of this or any similar agreement.

     Any  advice,  written  or  oral,  rendered  by  Consultant pursuant to this
engagement  letter  may  not  be  disclosed  publicly  without the prior written
consent of such party.  Gateway Distributors LTD. agrees that Consultant has the
right  to place advertisements in financial and other newspapers and journals at
its  own  expense  describing  its  services  to Gateway Distributors hereunder.

     This  engagement  letter constitutes the entire agreement and understanding
among  the  parties  hereto  and  supersedes  any  and  all prior agreements and
understanding,  oral  or  written,  relating  to  the  subject  matter  hereof.

     This  engagement  letter  shall be governed by, and construed in accordance
with,  the  laws  of  the  State  of  Nevada.  Gateway  Distributors LTD. hereby
irrevocably  consents to the jurisdiction and venue of the courts sitting in the
State  of  Nevada  and  further  consents  to  any and all process in any action
relating to or arising out of this engagement letter by the mailing of copies of
such  process  to  Gateway  Distributors  at  the  address  indicated  above.

Very truly yours,

Consultant: WWD Trading International


Signature:  ___________________________________
William  W.  Duncan
President

Agreed to and accepted: 8/13/04

Company: Gateway Distributors LTD.

By:  __________________________________________

Title:  _______________________________________


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