DUFAULT
                                     -------
                                 LAW FIRM, P.C.

920 Lumber Exchange Building                                   Dustin R. DuFault
Ten South Fifth Street                                       Phone: 612-250-4851
Minneapolis, MN 55402                                       Info@DuFault-Law.com
                               www.DuFault-Law.com

                             TUESDAY, APRIL 11, 2006


GATEWAY DISTRIBUTORS, LTD.                                ORIGINAL VIA U.S. MAIL
3220 Pepper Lane                                                 COPY VIA E-MAIL
Las Vegas NV 89120

     RE:  FORMULA AND GOODWILL VALUATION OF GATEWAY DISTRIBUTORS, LTD.

Dear Sirs:

     I have acted as counsel to Gateway Distributors, Ltd., a Nevada corporation
(hereinafter "Gateway") in connection with the valuation of Gateway's intangible
assets,  namely  the  valuation  of  Gateway's ownership in certain trade secret
formulas  used  to  manufacture  certain products and product lines (hereinafter
"products"),  and  trademarks  with  any  associated  goodwill.

     In  acting  as  counsel  for  Gateway and arriving at the opinion expressed
below,  it  should be noted that only written and oral communications (including
email communications) from Officers and employees of Gateway were relied upon to
form  such  opinion.  The opinion is based solely upon inquiries to the Officers
and employees of Gateway. Therefore, as to any question of fact material to such
opinions, I have relied solely on the written and oral communications (including
email communications) of the Officers and employees of Gateway, and the veracity
of  such  written  and  oral communications was assumed to be true and accurate.

     With  regard  to  the intangible assets of Gateway, namely the ownership of
certain  trade  secret formulas, trademarks and any associated goodwill included
therewith,  it  is my understanding that, in addition to formulas and trademarks
already  owned  by  Gateway, Gateway acquired additional formulas and trademarks
with  the  associated  goodwill of those formulas and trademarks in fiscal years
1999 and 2000. Upon acquiring said additional formulas, trademarks and goodwill,
it  is my understanding that Gateway owned approximately 181 formulas for use in
the  distribution  of  the  products.


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Gateway Distributors, Ltd.            -1-                 DuFault Law Firm, P.C.
                                                           Attorney Work Product


It  is also my understanding that, due to financial reasons not directly related
to  consumer demand of the products, Gateway eventually diminished the number of
products available to the consumer from approximately 181 to 23 products, namely
14  nutritional  products  and 9 skin care products. It is also my understanding
that  those 23 products were, and continue to be, successful in generating sales
for  Gateway.

     Now,  therefore, based upon the foregoing, along with the purchase price of
the  additional  formulas  and trademarks, sales generated by the only 21 of the
approximately  181  products, and consumer demand for comparable products in the
marketplace,  it  is  my  opinion that the value of Gateway's intangible assets,
namely  the  ownership  of  the  trade secret formulas for the approximately 181
products,  the  respective  trademarks and the associated goodwill, was at least
$536,500  as  of  31  December  2004.

     This  opinion  speaks  only  as  to  the date written in the aforementioned
paragraph,  and  I  hereby  expressly  disclaim  any  duty  to update any of the
statements  made  herein.

                                         Sincerely,
                                         DuFAULT LAW FIRM, P.C.

                                         /s/ Dustin R. DuFault