DEAN HELLER                                          FILED # C-6214-93
SECRETARY OF STATE                                       JAN 18 2005
204 NORTH CARSON STREET SUITE 1                       IN THE OFFICE OF
CARSON CITY, NEVADA 89701-4299                         /S/ DEAN HELLER
(775) 684 5708                                 DEAN HELLER, SECRETARY OF STATE
WEBSITE: SECRETARYOFSTATE.BIZ

-------------------------------
  CERTIFICATE OF DESIGNATION
  (PURSUANT TO NRS 78.1955)
-------------------------------

IMPORTANT: READ ATTACHED INSTRUCTIONS
BEFORE COMPLETING FORM.                     ABOVE SPACE IS FOR OFFICE USE ONLY

                           CERTIFICATE OF DESIGNATION
                           --------------------------
                         FOR NEVADA PROFIT CORPORATIONS
                         ------------------------------
                            (Pursuant to NRS 78.1955)

1.   Name of corporation:
-------------------------------------------------------------------------------
GATEWAY DISTRIBUTORS, LTD.
-------------------------------------------------------------------------------

2.   By resolution of the board of directors pursuant to a provision in the
articles of incorporation, this certificate establishes the following regarding
the voting powers, designations, preferences, limitations, restrictions and
relative rights of the following class or series of stock:
-------------------------------------------------------------------------------
Series B Preferred Stock, to consist of 100,000,000 shares:

1. Dividends. Except as provided herein, the holders of outstanding shares of
the Series B Preferred Stock shall be entitled to receive cash, stock, or other
property, as dividends when, as, and if declared by the Board of Directors of
the Company. If shares of the Series B Preferred Stock or the Common Stock are
to be issued as a dividend, any such shares shall be issued at Market Value.
"Market Value" for the Common Stock for the purposes of this Certificate of
Designation shall mean the average of the bid and ask prices for the Common
Stock for the five business days preceding the declaration of a dividend by the
Board of Directors. "Market Value" with respect to any shares of the Series B
Preferred Stock shall be as determined by  the Board of Directors, whose
decision shall be final and binding on all parties.
[CONTINUATION ATTACHED]


-------------------------------------------------------------------------------

                                         --------------------------------------
3.   Effective date of filing (optional):
                                         --------------------------------------
                (must not be later than 90 days after the certificate is filed)

4.   Officer Signature: [ILLEGIBLE]
                       --------------------------------------------------------

FILING FEE: $175.00

     IMPORTANT: Failure to include any of the above information and submit the
     proper fees may cause this filing to be rejected.

     SUBMIT IN DUPLICATE

This form must be accompanied             Nevada Secretary of State AM 78.1955
by appropriate fees.                                          Designation 2003
See attached fee schedule.                                Revised on: 11/03/03


<PAGE>
                           GATEWAY DISTRIBUTORS, LTD.
                CONTINUATION FOR THE CERTIFICATE OF DESIGNATION
                        FOR THE SERIES B PREFERRED STOCK

     2.  Redemption  Rights. Subject to the applicable provisions of Nevada law,
         ------------------
the  Company, at the option of its directors, and with the consent of a majority
of  the  stockholders  of  the Series B Preferred Stock, may at any time or from
time  to time redeem the whole or any part of the outstanding Series B Preferred
Stock.  Any such redemption shall be pro rata with respect to all of the holders
of  the Series B Preferred Stock. Upon redemption the Company shall pay for each
share  redeemed the amount of $0.001 per share, payable in cash (the "Redemption
Price.").

     At  least  30 days previous notice by mail, postage prepaid, shall be given
to  the  holders  of record of the Series B Preferred Stock to be redeemed, such
notice  to  be  addressed to each such stockholder at the address of such holder
appearing on the books of the Company or given by such holder to the Company for
the  purpose  of notice, or if no such address appears or is given, at the place
where  the  principal  office of the Company is located. Such notice shall state
the  date fixed for redemption and the Redemption Price, and shall call upon the
holder  to  surrender to the Company on said date at the place designated in the
notice  such  holder's certificate or certificates representing the shares to be
redeemed.  On  or after the date fixed for redemption and stated in such notice,
each  holder  of  Series B Preferred Stock called for redemption shall surrender
the certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the Redemption
Price.  If  less  than  all  the  shares  represented  by  any  such surrendered
certificate  are  redeemed,  a  new certificate shall be issued representing the
unredeemed  shares. If such notice of redemption shall have been duly given, and
if  on the date fixed for redemption funds necessary for the redemption shall be
available  therefor, notwithstanding that the certificates evidencing any Series
B  Preferred  Stock  called  for redemption shall not have been surrendered, the
dividends  with  respect  to the shares so called for redemption shall forthwith
after  such  date  cease  and determine, except only the right of the holders to
receive  the  Redemption  Price  without  interest  upon  surrender  of  their
certificates  therefor.

     If,  on  or  prior  to  any date fixed for redemption of Series B Preferred
Stock,  the  Company deposits, with any bank or trust company as a trust fund, a
sum  sufficient  to redeem, on the date fixed for redemption thereof, the shares
called  for  redemption, with irrevocable instructions and authority to the bank
or  trust  company  to give the notice of redemption thereof (or to complete the
giving  of  such  notice if theretofore commenced) and to pay, or deliver, on or
after  the  date  fixed for redemption or prior thereto, the Redemption Price of
the  shares  to  their  respective  holders  upon  the  surrender of their share
certificates, then from and after the date of the deposit (although prior to the
date  fixed  for  redemption),  the  shares  so called shall be redeemed and any
dividends  on  those  shares  shall  cease  to  accrue  after the date fixed for
redemption.  The  deposit  shall  constitute full payment of the shares to their
holders,  and  from and after the date of the deposit the shares shall no longer
be  outstanding  and  the  holders  thereof  shall cease to be stockholders with
respect to such shares, and shall have no rights with respect thereto except the
right  to receive from the bank or trust company payment of the Redemption Price
of  the  shares  without  interest,  upon  the  surrender  of their certificates
therefor.  Any  interest accrued on any funds so deposited shall be the property
of,  and  paid  to,  the  Company. If the holders of Series B Preferred Stock so
called for redemption shall not, at the end of six years from the date fixed for
redemption  thereof,  have  claimed  any  funds so deposited, such bank or trust
company  shall  thereupon pay over to the Company such unclaimed funds, and such
bank  or  trust  company  shall  thereafter be relieved of all responsibility in
respect  thereof to such holders and such holders shall look only to the Company
for  payment  of  the  Redemption  Price.

     3.  Liquidation  Rights. Upon the dissolution, liquidation or winding up of
         -------------------
the  Company,  whether  voluntary  or  involuntary,  the  holders  of  the  then
outstanding  shares of Series B Preferred Stock shall be entitled to receive out
of the assets of the Company the sum of $0.01 per share (the "Liquidation Rate")
before  any  payment  or  distribution shall be made on the Common Stock, or any
other  class  of  capital  stock  of  the Company ranking junior to the Series B
Preferred  Stock.

         (a)  The  sale,  conveyance,  exchange or transfer (for cash, shares of
stock,  securities  or  other  consideration)  of  all  or substantially all the
property and assets of the Company shall be deemed a dissolution, liquidation or
winding  up  of  the Company for purposes of this Paragraph 3, but the merger or
consolidation  of  the


Continuation for the Series B Cert of Designation.doc


                                        1
<PAGE>
Company  into  or  with any other corporation, or the merger or consolidation of
any  other  corporation  into  or  with  the  Company,  shall  not  be  deemed a
dissolution,  liquidation  or winding up, voluntary or involuntary, for purposes
of  this  Paragraph  3.

         (b)  After  the  payment  to  the  holders  of  shares  of the Series B
Preferred  Stock  of the full preferential amounts fixed by this Paragraph 3 for
shares  of  the  Series B Preferred Stock, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets of the
Company.

         (c)  In  the event the assets of the Company available for distribution
to  the holders of the Series B Preferred Stock upon dissolution, liquidation or
winding  up  of  the Company shall be insufficient to pay in full all amounts to
which  such  holders  are entitled pursuant to this Paragraph 3, no distribution
shall  be made on account of any shares of a class or series of capital stock of
the Company ranking on a parity with the shares of the Series B Preferred Stock,
if  any,  upon  such dissolution, liquidation or winding up unless proportionate
distributive  amounts  shall  be  paid  on account of the shares of the Series B
Preferred  Stock,  ratably,  in  proportion to the full distributive amounts for
which  holders  of  all  such  parity shares are respectively entitled upon such
dissolution,  liquidation  or  winding  up.

     4.  Conversion  of  Series  B  Preferred  Stock. At any time, the holder of
         -------------------------------------------
shares  of  the  Series B Preferred Stock shall have the right, at such holder's
option,  to  convert  any  number of shares of the Series B Preferred Stock into
shares  of the Common Stock. Such right to convert shall commence as of the date
the  shares  of  such  Series  B  Preferred Stock are issued to such holder (the
"Issue  Date")  and  shall  continue  thereafter  for a period of 10 years, such
period  ending  on the 10th anniversary of the Issue Date. In the event that the
holder of the Series B Preferred Stock elects to convert such shares into Common
Stock,  the  holder  shall have 60 days from the date of such notice in which to
tender  his  shares  of  Series  B  Preferred  Stock  to  the  Company. Any such
conversion  shall  be  upon  the  other  following  terms  and  conditions:

         (d)  Conversion  Right. Subject  to adjustment as provided herein, each
              -----------------
share  of  the Series B Preferred Stock shall be convertible into one fully paid
and  nonassessable  share  of  the  Common  Stock  (the  "Conversion  Rate").

         (e)  Adjustment  of  Conversion  Rate for Dilution and Other Events. In
              --------------------------------------------------------------
order  to prevent dilution of the rights granted to the holders of shares of the
Series B Preferred Stock, the Conversion Rate will be subject to adjustment from
time  to  time  as  follows:

              (i)  No  Adjustment  of  Conversion  Rate  upon  Subdivision  or
                   -----------------------------------------------------------
Combination  of  the  Common  Stock.  If  the Company at any time subdivides the
-----------------------------------
Common Stock (by any stock split, stock dividend, recapitalization or otherwise)
into  a  greater number of shares, or combines the Common Stock (by combination,
reverse split or otherwise) into a smaller number of shares, the Conversion Rate
in  effect  immediately  prior  to  such  subdivision or combination will not be
proportionately  adjusted.  Following any such subdivision or combination of the
Company's  common  stock,  the  holder  of  the  Series  B Preferred stock, upon
conversion  of his shares of the Series B Preferred Stock into the Common Stock,
will  receive  the  number  of shares of the Common Stock such holder would have
received  prior  to  any such subdivision or combination of the Company's common
stock  becoming  effective.

              (i)  Reorganization.  Reclassification.  Consolidation. Merger, or
                   -------------------------------------------------------------
Sale.  Any  recapitalization,  reorganization,  reclassification, consolidation,
----
merger,  or  other  similar  transaction  which  is  effected in such a way that
holders  of  the  Common  Stock are entitled to receive (either directly or upon
subsequent  liquidation)  stock,  securities  or  assets  with  respect to or in
exchange  for  the  Common  Stock  is referred to herein as an "Organic Change."
Prior  to  the  consummation  of  any  Organic  Change,  the  Company  will make
appropriate  provision,  in  form and substance satisfactory to the holders of a
majority  of  the  outstanding shares of the Series B Preferred Stock, to ensure
that  each  of  the  holders  of  shares  of  the  Series B Preferred Stock will
thereafter  have  the right to acquire and receive in lieu of or in addition to,
as  the  case  may  be,  the  shares of the Common Stock immediately theretofore
acquirable  and  receivable  upon  the  conversion  of  such  holder's  Series B
Preferred  Stock, such shares of stock, securities or assets as may be issued or
payable  with  respect  to or in exchange for the number of shares of the Common
Stock  immediately  theretofore acquirable and receivable upon the conversion of
such


Continuation for the Series B Cert of Designation.doc


                                        2
<PAGE>
holder's  shares  of  the  Series  B Preferred Stock had such Organic Change not
taken  place.  In any such case, the Company will make appropriate provision, in
form  and substance satisfactory to the holders of a majority of the outstanding
shares of the Series B Preferred Stock, with respect to such holders' rights and
interests  to  ensure  that  the provisions of this paragraph and paragraph 4(c)
below will thereafter be applicable to the Series B Preferred Stock. The Company
will  not  effect  any  such  consolidation  or  merger,  unless  prior  to  the
consummation  thereof  the successor entity resulting from such consolidation or
merger,  if  other than the Company, assumes, by written instrument, in form and
substance satisfactory to the holders of a majority of the outstanding shares of
the Series B Preferred Stock, the obligation to deliver to each holder of shares
of  the  Series B Preferred Stock such shares of stock, securities or assets as,
in accordance with the foregoing provisions, that such holder may be entitled to
acquire.

              (ii)  Notices.  Immediately  upon any adjustment of the Conversion
                    -------
Rate,  the Company will give written notice of such adjustment to each holder of
shares  of  the Series B Preferred Stock, setting forth in reasonable detail and
certifying  the  calculation  of  such adjustment. The Company will give written
notice to each holder of shares of the Series B Preferred Stock at least 20 days
prior  to  the date on which the Company closes its books or takes a record with
respect  to  any dividend or distribution upon the Common Stock, or with respect
to  any  pro rata subscription offer to holders of the Common Stock. The Company
will also give written notice to each holder of snares of the Series B Preferred
Stock  at  least  20  days  prior  to  the  date  on  which  any Organic Change,
dissolution  or  liquidation  will  take  place.

         (f)  Purchase  Rights.  If  at  any  time the Company grants, issues or
              ----------------
sells any options, convertible securities or rights to purchase stock, warrants,
securities  or other property pro rata to the record holders of the Common Stock
(the  "Purchase  Rights"),  then each holder of shares of the Series B Preferred
Stock  will  be  entitled to acquire, upon the terms applicable to such Purchase
Rights,  the  aggregate Purchase Rights which such holder could have acquired if
such  holder  had  held the number of shares of the Common Stock acquirable upon
complete  conversion  of  the  holder's  shares  of the Series B Preferred Stock
immediately  before  the date on which a record is taken for the grant, issuance
or  sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of the Common Stock are to be determined for the grant,
issue  or  sale  of  such  Purchase  Rights.

         (g)  Mechanics  of  Conversion.  To  convert  shares  of  the  Series B
              -------------------------
Preferred  Stock  into  full  shares  of  the  Common  Stock  on  any  date (the
"Conversion  Date"),  the  holder  thereof  shall  (i)  deliver  or  transmit by
facsimile  to  the Company, for receipt on or prior to 11:59 p.m., Pacific Time,
on  the  Conversion Date, a copy of a folly executed notice of conversion in the
form  attached  hereto  as  Attachment  A  (the  "Conversion  Notice"), and (ii)
                            -------------
surrender to a common carrier for delivery to the Company as soon as practicable
following  such  date,  the  certificates (each a "Preferred Stock Certificate")
representing  the  shares of the Series B Preferred Stock being converted, or an
indemnification undertaking with respect to such shares in the case of the loss,
theft  or  destruction  thereof,  and the originally executed Conversion Notice.
Upon  receipt  by  the  Company  of a facsimile copy of a Conversion Notice, the
Company shall immediately send, via facsimile, a confirmation of receipt of such
Conversion  Notice  to  such  holder. Within five business days of the Company's
receipt  of the originally executed Conversion Notice and the holder's Preferred
Stock  Certificate(s), the Company shall issue and surrender to a common carrier
for  overnight  delivery to the address as specified in the Conversion Notice, a
certificate,  registered  in  the  name  of  the holder or its designee, for the
number  of  shares  of  the  Common  Stock  to  which  the  holder  is entitled.

         (h)  Record Holder. The person or persons entitled to receive shares of
              -------------
the  Common  Stock  issuable upon conversion of shares of the Series B Preferred
Stock  shall be treated for all purposes as the record holder or holders of such
shares  of  the  Common  Stock  on  the  Conversion  Date.

         (i)  Fractional  Shares. The Company shall not be required to issue any
              ------------------
fraction  of  a share of the Common Stock upon any conversion. All shares of the
Common Stock, including fractions thereof, issuable upon conversion of more than
one  share  of  the Series B Preferred Stock shall be aggregated for purposes of
determining whether the conversion would result in the issuance of a fraction of
a  share  of  the  Common  Stock.  If,


Continuation for the Series B Cert of Designation.doc


                                        3
<PAGE>
after  such aggregation, the issuance would result in the issuance of a fraction
of  it  share  of  the  Common Stock, the Company shall round such fraction of a
share  of  the  Common  Stock  up  or  down  to  the  nearest  whole  share.

         (j)  Reissuance  of  Certificates. In the event of a conversion of less
              ----------------------------
than  all  of  the  shares  of  the  Series  B  Preferred Stock represented by a
particular  Preferred  Stock Certificate, the Company shall promptly cause to be
issued and delivered to the holder of such Series B Preferred Stock a new Series
B  Preferred Stock Certificate representing the remaining shares of the Series B
Preferred  Stock  which  were  not  corrected.

     5.  Reservation  of Shares. The Company shall, so long as any of the shares
         ----------------------
of  the Series B Preferred Stock are outstanding, reserve and keep available out
of  its  authorized  and  unissued  shares  of  the Common Stock, solely for the
purpose  of  effecting  the  conversion  of the shares of the Series B Preferred
Stock,  the  number  of shares of the Common Stock as shall from time to time be
sufficient  to  affect  the  conversion  of all of the outstanding shares of the
Series  B  Preferred  Stock.

     6.  Preferred Status. The rights of the shares of the Common Stock shall be
         ----------------
subject  to  the  preferences  and relative rights of the shares of the Series B
Preferred  Stock.  Without  the prior written consent of the holders of not less
than two-thirds (2/3) of the outstanding shares of the Series B Preferred Stock,
the  Company  shall not hereafter authorize or issue additional or other capital
stock  that  is  of senior or equal rank to the shares of the Series B Preferred
Stock  in  respect  of the preferences as to distributions and payments upon the
liquidation,  dissolution and winding up of the Company described in Paragraph 3
above.

     7.  Restriction on Dividends. If any shares of the Series B Preferred Stock
         ------------------------
are outstanding, the Company shall not, without the prior written consent of the
holders  of not less than two-thirds (2/3) of the then outstanding shares of the
Series  B  Preferred  Stock,  directly  or  indirectly  declare, pay or make any
dividends  or  other distributions upon any of the Common Stock. Notwithstanding
the  foregoing, this paragraph shall not prohibit the Company from declaring and
paying a dividend in cash with respect to the shares of the Common Stock so long
as  the  Company  simultaneously  pays  each  holder  of  shares of the Series B
Preferred  Stock  an  amount  in cash equal to the amount such holder would have
received  had  all  of such holder's shares of the Series B Preferred Stock been
converted  to shares of the Common Stock on the business day prior to the record
date  for  any  such  dividend.

     8.  Vote  to  Change the Terms of the Series B Preferred Stock. Without the
         ----------------------------------------------------------
prior  written  consent  of the holders of not less than two-thirds (2/3) of the
outstanding shares of the Series B Preferred Stock, the Company shall not amend,
alter,  change or repeal any of the powers, designations, preferences and rights
of  the  Series  B  Preferred  Stock.

     9.  Lost  or  Stolen  Certificates. Upon receipt by the Company of evidence
         ------------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Preferred  Stock  Certificates  representing  shares  of  the Series B Preferred
Stock,  and,  in  the case of loss, theft or destruction, of any indemnification
undertaking  or  bond, in the Company's discretion, by the holder to the Company
and, in the case of mutilation, upon surrender and cancellation of the Preferred
Stock  Certificate(s),  the  Company  shall  execute  and  deliver  new Series B
Preferred  Stock  Certificate's)  of like tenor and date; provided, however, the
Company shall not be obligated to re-issue Series B Preferred Stock Certificates
if  the  holder  thereof  contemporaneously requests the Company to convert such
shares  of  the  Series  B  Preferred  Stock  into  the  Common  Stock.

     10.  Voting.  The  holders  of  the  Series B Preferred Stock shall have no
          ------
voting  rights  on  any  matter submitted to the stockholders of the Company for
their vote, waiver, release or other action, or be considered in connection with
the  establishment of a quorum, except as may otherwise be expressly required by
law  or  by  the  applicable  stock  exchange  rules.


Continuation for the Series B Cert of Designation.doc


                                        4
<PAGE>
                                                                    ATTACHMENT A

                  GATEWAY DISTRIBUTORS, LTD. CONVERSION NOTICE

     In  accordance  with  and  pursuant to the provisions of the Certificate of
Designation establishing Series B Preferred Stock of Gateway Distributors, LTD.,
the  undersigned  hereby  elects  to  convert  the  number of shares of Series B
Preferred  Stock, par value $0.001 per share, of Gateway Distributors, LTD. (the
"Company"),  indicated  below  into shares of the Common Stock, no par value per
share  (the  "Common  Stock"),  of  the  Company,  by  tendering  the  stock
certificate(s)  representing  the  share(s)  of  the  Series  B  Preferred Stock
specified  below  as  of  the  date  specified  below.

     The  undersigned  acknowledges  that  the  securities  issuable  to  the
undersigned upon conversion of shares of the Series B Preferred Stock may not be
sold,  pledged, hypothecated or otherwise transferred unless such securities are
registered under the Securities Act, and any other applicable securities law, or
the  Company  has  received  an  opinion  of  counsel  satisfactory  to  it that
registration  is not required. A legend in substantially the following form will
be placed on any certificates or other documents evidencing the securities to be
issued  upon  any  conversion  of  the  shares  of the Series B Preferred Stock:

                    THE  SECURITIES  REPRESENTED BY THIS INSTRUMENT OR
                    DOCUMENT  HAVE  BEEN  ACQUIRED  FOR INVESTMENT AND
                    HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                    OF  1933, AS AMENDED, OR THE SECURITIES LAW OF ANY
                    STATE.  WITHOUT SUCH REGISTRATION, SUCH SECURITIES
                    MAY  NOT  BE  SOLD,  PLEDGED,  HYPOTHECATED  OR
                    OTHERWISE  TRANSFERRED EXCEPT UPON DELIVERY TO THE
                    COMPANY  OF  AN OPINION OF COUNSEL SATISFACTORY TO
                    THE  COMPANY THAT REGISTRATION IS NOT REQUIRED FOR
                    SUCH  TRANSFER OR THE SUBMISSION TO THE COMPANY OF
                    SUCH  OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE
                    COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL
                    NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933,
                    AS  AMENDED,  THE  SECURITIES LAW OF ANY STATE, OR
                    ANY  RULE  OR  REGULATION  PROMULGATED THEREUNDER.

Date of Conversion:
                   -------------------------

Number of shares of the Series B Preferred Stock to be converted:

--------------------------------------------

Stock certificate no(s). of the shares of the Series B Preferred Stock to be
converted:

--------------------------------------------

Conversion Rate:
                ----------------------------

Number of shares of the Common Stock to be issued:

-------------------------------------------------

Name in which shares of the Common Stock are to be issued:

--------------------------------------------



--------------------------------------------
Signature


<PAGE>

--------------------------------------------
Printed Name and Address

--------------------------------------------

--------------------------------------------

--------------------------------------------


<PAGE>