OPERATIONS & ASSETS NOTE
                            ------------------------
                                    (SECURED)

$5,230,000.00                                                    JUNE  30,  2006
-------------                                                    ---------------

     FOR  VALUE  RECEIVED,  Gateway  Distributors,  Ltd.,  (hereinafter  called
"Maker")  promises  to pay to the order of Marshall Distributing, L.L.C., a Utah
limited  liability  company,  and  EMS  Business Development, Inc., a California
corporation,  or  assignee (hereinafter called Payee), the principal sum of Five
Million  Two Hundred Thirty and No/100 Dollars ($5,230,000.00) without  interest
on  or  before  September  30,  2007.

     All payments shall be made in full and in a timely manner without deduction
or  set  off.

     The  Maker  shall  have  the  right to prepay this Operations & Assets Note
(hereafter the "Note) in whole or in part at any time, without the prior written
consent  of  the  Payee  and  without  premium  or  penalty.

     This  Note  is  secured by certain collateral (the Collateral) described in
the  Security  Agreement  and  UCC-1  Financing Statement of even date herewith.

     If default be made in the payment, in whole or in part, of any sum provided
for  herein  when due; or, if default shall be made with respect to any covenant
or  obligation to be performed by Maker as provided in that certain Contract for
Sale  of Business and Assets dated as of June 30, 2006, between Maker, Payee and
Terry  D.  Nielsen  (the "Agreement") and such default has not been cured within
fifteen  (15)  days after written notice thereof; then Payee may, at its option,
without  further  notice or demand, declare the unpaid principal balance and any
accrued  interest  on  this  Note at once due and payable and pursue any and all
rights,  remedies and recourses available to Payee, or pursue any combination of
the  foregoing,  all  remedies  hereunder, at law or in equity being cumulative.

     In  the  event  of  any  default hereunder, Maker shall pay to Payee a late
charge  equal  to  ten percent (10%) of the installment or amount in default and
unpaid  principal  balance  of  this Note shall bear interest from June 30, 2006
until  such  default  has  been fully cured at the rate of ten percent (10%) per
annum.

     Failure  to exercise any of the foregoing options upon the happening of one
or more defaults shall not constitute a waiver of the right to exercise the same
or  any  other option at any subsequent time in respect to the same or any other
default.  The  acceptance  by  Payee  of any payment hereunder that is less than
payment in full of all amounts due and payable at the time of such payment shall
not constitute a waiver of the right to exercise any of the foregoing options at
that  time  or  at any subsequent time or nullify any prior exercise of any such
option  without  the  express  written  consent  of  the  Payee.


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     All  amounts  payable  hereunder  are payable in lawful money of the United
States  of  America.  Checks  are  deemed payment when received by Payee.  Maker
agrees to pay all costs of collection hereof when incurred, including reasonable
attorneys  fees,  whether or not any legal action shall be instituted to enforce
this  Note.

     It  is  expressly stipulated and agreed to be the intent of Maker and Payee
at all times to comply with the applicable Nevada law governing the maximum rate
or  amount of interest payable on this Note or the indebtedness evidenced hereby
(or applicable United States federal law to the extent that it permits the Payee
to  contract  for, charge, take, reserve or receive a greater amount of interest
than under Nevada law).  If the applicable law is ever judicially interpreted so
as  to  render usurious any amount called for under this Note or contracted for,
charged,  taken,  reserved  or received with respect to such indebtedness, or if
Payees  exercise  of  the  option herein contained to accelerate the maturity of
this  Note,  or  if  any  prepayment  by  Maker results in Maker having paid any
interest  in  excess  of that permitted by applicable law, then it is Makers and
Payees  express intent that all excess amounts theretofore collected by Payee be
credited  on  the  principal  balance of this Note (or, if this Note has been or
would  thereby  be  paid in full, refunded to Maker), and the provisions of this
Note  immediately  be  deemed  reformed  and  the amounts thereafter collectible
hereunder  and thereunder reduced, without the necessity of the execution of any
new  document,  so as to comply with the applicable law, but so as to permit the
recovery  of  the  fullest amount otherwise called for hereunder and thereunder.

     All  sums  paid  or  agreed to be paid to Payee for the use, forbearance or
detention of the indebtedness evidenced hereby shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread throughout the full
term  of  such  indebtedness until payment in full so that the rate or amount of
interest  on account of such indebtedness does not exceed the usury ceiling from
time  to time in effect and applicable to such indebtedness evidenced hereby for
so  long  as  any  debt  is  outstanding.

     All  notices  hereunder  shall  be  given  at  the  following  addresses:

     If to Maker:                                                              .
                 --------------------------------------------------------------

     If  to  Payee:   2771  E.  French  Camp  Road,  Manteca,  CA  95336.

Either  party  may  change  their address for notice purposes upon giving thirty
(30)  days  prior  notice  thereof  to  the  other party in accordance with this
paragraph.  All  notices  given  hereunder  shall  be  in  writing  and shall be
considered  properly  given if mailed by first class United States Mail, postage
prepaid, registered or certified with return receipt requested, or by delivering
same  in  person  to  the intended addressee or by prepaid telegram.  Any notice
mailed  as  above  provided  shall  be effective two (2) business days after its
deposit  in  the  custody of the United States Postal Service; all other notices
shall  be  effective  upon  receipt  by  the  addressee.

     This  Note  shall be governed, construed and enforced according to the laws
of  the  State  of  Nevada.


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<PAGE>
     EXECUTED  as  of  the  date  and  year  first  above  written.

                                        Gateway Distributors, Ltd.
                                        a Nevada corporation


                                        By:
                                           -------------------------------------

                                          Its:
                                              ----------------------------------

                                        By:
                                           -------------------------------------

                                          Its:
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