EXHIBIT 4.2

                           GATEWAY DISTRIBUTORS, LTD.
       NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
                                    YEAR 2003


     1.     Introduction.  This  Plan  shall  be  known  as  the  "Gateway
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Distributors,  Ltd.  Non-Employee  Directors and Consultants Retainer Stock Plan
for  the  Year 2003" and is hereinafter referred to as the "Plan."  The purposes
of this Plan are to enable Gateway Distributors, Ltd., a Nevada corporation (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.0001  per  share  (the  "Common  Stock").

     2.     Definitions.  The  following terms shall have the meanings set forth
            -----------
below:

     "Board" means the Board of Directors of the Company.

     "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

     "Code"  means  the Internal Revenue Code of 1986, as amended, and the rules
and  regulations  thereunder. References to any provision of the Code or rule or
regulation  thereunder  shall  be  deemed  to  include  any amended or successor
provision,  rule  or  regulation.

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.

     "Common Stock" has the meaning set forth in Paragraph 1 hereof.

     "Company" has the meaning set forth in Paragraph 1 hereof.

     "Deferral Election" has the meaning set forth in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

     "Delivery Date" has the meaning set forth in Paragraph 6 hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.

     "Dividend  Equivalent"  for  a given dividend or other distribution means a
number  of  shares  of  the  Common  Stock having a Fair Market Value, as of the
record date for such dividend or distribution, equal to the amount of cash, plus
the  Fair  Market  Value  on  the  date of distribution of any property, that is
distributed  with  respect  to  one  share  of the Common Stock pursuant to such
dividend  or  distribution;  such  Fair  Market  Value  to  be determined by the
Committee  in  good  faith.

     "Effective Date" has the meaning set forth in Paragraph 3 hereof.

     "Exchange Act" has the meaning set forth in Paragraph 13(b) hereof.

     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading


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day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.

     "Participant" has the meaning set forth in Paragraph 4 hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).

     "Stock Retainer" has the meaning set forth in Paragraph 5 hereof.

     "Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

     3.     Effective  Date  of  the  Plan.  This  Plan was adopted by the Board
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effective April 8, 2003 (the "Effective Date").

     4.     Eligibility.  Each individual who is a Director or Consultant on the
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Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.     Grants  of  Shares.  Commencing on the Effective Date, the amount of
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compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  $0.0001  per  Share.

     6.     Deferral  Option.  From  and after the Effective Date, a Participant
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may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.

     7.     Deferred  Stock  Accounts.  The  Company  shall  maintain a Deferred
            -------------------------
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of


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shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.

     8.     Delivery  of  Shares.
            --------------------

          (a)     The  shares  of  the  Common Stock in a Participant's Deferred
Stock  Account  with respect to any Stock Retainer for which a Deferral Election
has  been  made (together with dividends attributable to such shares credited to
such  Deferred  Stock  Account)  shall  be  delivered  in  accordance  with this
Paragraph  8  as soon as practicable after the applicable Delivery Date.  Except
with  respect to a Deferral Election pursuant to Paragraph 6(c) hereof, or other
agreement  between  the  parties,  such  shares  shall be delivered at one time;
provided that, if the number of shares so delivered includes a fractional share,
such  number  shall  be  rounded  to  the nearest whole number of shares. If the
Participant has in effect a Deferral Election pursuant to Paragraph 6(c) hereof,
then  such shares shall be delivered in five equal annual installments (together
with  dividends  attributable  to  such  shares  credited to such Deferred Stock
Account),  with  the  first  such  installment  being  delivered  on  the  first
anniversary  of  the  Delivery Date; provided that, if in order to equalize such
installments,  fractional  shares  would have to be delivered, such installments
shall  be  adjusted  by rounding to the nearest whole share.  If any such shares
are  to  be  delivered  after  the  Participant  has  died  or  become  legally
incompetent,  they  shall  be  delivered  to  the  Participant's estate or legal
guardian,  as  the case may be, in accordance with the foregoing; provided that,
if  the  Participant  dies  with  a Deferral Election pursuant to Paragraph 6(c)
hereof  in  effect, the Committee shall deliver all remaining undelivered shares
to  the  Participant's  estate immediately.  References to a Participant in this
Plan  shall  be  deemed  to refer to the Participant's estate or legal guardian,
where  appropriate.

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated  as  satisfying  the  Company's  obligations  under  this  Paragraph  8.

     9.     Share  Certificates;  Voting and Other Rights.  The certificates for
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shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions  paid  or  made  with  respect  thereto.

     10.     General  Restrictions.
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          (a)     Notwithstanding any other provision of this Plan or agreements
made pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of the Common Stock under this Plan prior
to  fulfillment  of  all  of  the  following  conditions:

               (i)     Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;

               (ii)     Any  registration  or other qualification of such shares
under  any  state  or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, upon the
advice  of  counsel,  deem  necessary  or  advisable;  and

               (iii)     Obtaining  any  other consent, approval, or permit from
any  state  or  federal  governmental  agency  which  the Committee shall, after
receiving  the  advice  of  counsel,  determine  to  be  necessary or advisable.

          (b)     Nothing  contained in this Plan shall prevent the Company from
adopting  other  or  additional  compensation arrangements for the Participants.


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     11.     Shares  Available.  Subject  to  Paragraph  12  below,  the maximum
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number of shares of the Common Stock which may in the aggregate be paid as Stock
Retainers  pursuant  to  this Plan is 1,000,000,000.  Shares of the Common Stock
issueable  under  this  Plan may be taken from treasury shares of the Company or
purchased  on  the  open  market.

     12.     Adjustments;  Change  of  Control.
             ---------------------------------

          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred  Stock Accounts shall be credited with the amount and kind of
shares  or  other  property  which  would  have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  likewise  be  appropriately  adjusted  to  reflect  the
effectiveness  of  any  such  Transaction,  and  (iii)  the  Committee  shall
appropriately  adjust  any  other  relevant provisions of this Plan and any such
modification  by  the  Committee shall be binding and conclusive on all persons.

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.

          (c)     In  lieu of the adjustment contemplated by Paragraph 12(a), in
the  event  of a Change of Control, the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred Stock Account all of the shares of the Common Stock or any
other property held in such Participant's Deferred Stock Account; and (iii) this
Plan  shall  be  terminated.

          (d)     For purposes of this Plan, Change of Control shall mean any of
the  following  events:

               (i)     The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  20  percent  or more of either (1) the then outstanding shares of the Common
Stock  of  the  Company  (the  "Outstanding  Company  Common Stock"), or (2) the
combined  voting  power  of  then  outstanding  voting securities of the Company
entitled  to  vote  generally  in  the  election  of directors (the "Outstanding
Company  Voting Securities"); provided, however, that the following acquisitions
shall  not  constitute a Change of Control (A) any acquisition directly from the
Company  (excluding  an  acquisition  by  virtue of the exercise of a conversion
privilege  unless  the  security being so converted was itself acquired directly
from  the  Company),  (B) any acquisition by the Company, (C) any acquisition by
any  employee  benefit  plan  (or  related trust) sponsored or maintained by the
Company  or  any corporation controlled by the Company or (D) any acquisition by
any  corporation  pursuant  to  a  reorganization,  merger or consolidation, if,
following such reorganization, merger or consolidation, the conditions described
in  clauses  (A),  (B)  and  (C)  of paragraph (iii) of this Paragraph 12(d) are
satisfied;  or

               (ii)     Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote


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of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

               (iii)     Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless,
following  such  reorganization, merger, binding share exchange or consolidation
(1)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (2) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (3) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or
consolidation;  or

               (iv)     Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (3) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.

     13.     Administration;  Amendment  and  Termination.
             --------------------------------------------

          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.


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          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.

     14.     Miscellaneous.
             -------------

          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.

          (b)     The  Company  shall  have  the  right to require, prior to the
issuance  or  delivery  of any shares of the Common Stock pursuant to this Plan,
that  a  Participant  make  arrangements  satisfactory  to the Committee for the
withholding  of  any  taxes  required  by law to be withheld with respect to the
issuance  or  delivery  of  such  shares,  including, without limitation, by the
withholding  of  shares  that  would  otherwise  be  so  issued or delivered, by
withholding  from any other payment due to the Participant, or by a cash payment
to  the  Company  by  the  Participant.

     14.1     Governing Law.  The Plan and all actions taken thereunder shall be
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governed by and construed in accordance with the laws of the State of Nevada.

     14.2     Information to Shareholders.  The Company shall furnish to each of
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its stockholders financial statements of the company at least annually.

     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of April 8,
2003

                                                 GATEWAY DISTRIBUTORS, LTD.



                                                 By  /s/ Richard A. Bailey
                                                   -----------------------------
                                                   Richard A. Bailey, President


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