EXHIBIT 14

                       CODE OF ETHICS FOR SENIOR EXECUTIVE
                      OFFICER AND SENIOR FINANCIAL OFFICERS

     In addition to the Code of Business Conduct and Ethics of Gateway
Distributors, Ltd. (the "Company") that apply to all employees and directors of
the Company, the CEO and all financial officers, including the principal
financial officer and the principal accounting officer, are bound by the
provisions set out below.  Collectively the Officers of the Company to whom this
Code of Ethics applies are called "the Officers".

     1.   The Officers are responsible for full, fair, accurate, timely and
understandable disclosure in all periodic reports and financial disclosures
required to be filed by the Company with the SEC or disclosed to shareholders
and/or the public.

     2.   Therefore, the Officers shall immediately bring to the attention of
the Audit Committee, [or Disclosure Compliance Officer], any material
information of which the employee becomes aware that affects the disclosures
made by the Company in its public filings and assist the Audit Committee [or
Disclosure Compliance Officer] in fulfilling its responsibilities for full,
fair, accurate, timely and understandable disclosure in all periodic reports
required to be filed with the SEC.

     3.   Each of the Officers shall immediately bring to the attention of the
Audit Committee [or Disclosure Compliance Officer] any information he may have
concerning:

          (a)  defects, deficiencies, or discrepancies related to the design or
operation of internal controls which may affect the Company's ability to
accurately record, process, summarize, report and disclose its financial data or

          (b)  any fraud, whether or not material, that involves management or
other employees who have influential roles in the Company's financial reporting,
disclosures or internal controls.

     4.   The Officers shall promptly notify the Company's General Counsel, or
the CEO as well as the Audit Committee of any information he or she may have
concerning any violation of the Company's Code of Ethics, including any actual
or apparent conflicts of interest between personal and professional
relationships, involving any management or other employees who have a
significant role in the Company's financial reporting, disclosures or internal
controls.

     5.   The Officers shall immediately bring to the attention of the General
Counsel or the CEO and the Audit Committee any information he or she may have
concerning evidence of a material violation of the securities or other laws,
rules or regulation applicable to the Company and the operation of its business,
by the Company or any agent of the Company.

     6.   The Board of Directors shall determine, or designate appropriate
persons to determine, the appropriate actions to be taken in the event of a
reported violation of the Code of Ethics.  The actions taken shall be designed
to deter wrongdoing and to promote accountability for adherence to the Code of
Ethics.  Such action may include a written notice to the individual involved
that the Board has determined that there has been a violation, censure by the
Board, demotion or re-assignment of the individual involved, suspension without
pay or benefits (as determined by the Board) and termination of employment.

     In determining what action should be taken, the Board, or its designee,
shall take into account all relevant information, including

-    the nature and severity of the violation,

-    whether the violation was a single occurrence or repeated occurrences,


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-    whether the violation appears to have been intentional or inadvertent,

-    whether the individual in question had been advised prior to the violation
     as to the proper course of action and

-    whether or not the individual in question has committed other violations in
     the past.


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