EXHIBIT 10.12
                                    PROPOSED
                             CONSULTING & MARKETING
                                AGREEMENT BETWEEN
                               SPROUT INVESTMENTS.
                                       AND
                                     GATEWAY


CONSULTING AND MARKETING AGREEMENT

     THIS CONSULITNG AND MARKETING LISCENSE AGREEMENT (this "AGREEMENT") is
between Mark Rao (the "CONSULTANT") Gateway Distributors Ltd (the "COMPANY").
Consultant and the Company are also referred to in this agreement as the
"PARTIES".

WHERAS, the Company intends to develop a market for the Company's products and
services offered from time to time by the Company ( the "PRODUCTS AND SERVICES")
for potential customers of the Products and Services, and

WHEREAS, the Company desires to utilize the services of the Consultant to
promote and develop a market for the Company's Products and Services; and

WHEREAS, in connection with the services to be provided by the Consultant
pursuant to this Agreement, no agreements will be entered into by the Consultant
on behalf of the Company without written consent of the company.

     NOW THEREFORE, in consideration of the premises and mutual covenants set
forth in the Agreement, the parties hereby agree as follows:

     1.   SCOPE OF SERVICES:  The Company hereby retains the Consultant to
          -----------------
promote and develop a market for the Products and Services.  The Consultant
agrees to use his best efforts during the term of this Agreement to market and
promote the Products and Services.
     2.   TERM:  This Agreement shall become effective as of the date set forth
          ----
on the signature page of this Agreement, and shall continue for a period of one
(1) year (the "TERM").  Notwithstanding the foregoing, the Company or the
Consultant shall be entitled to terminate this Agreement for "cause" upon 30
days' written notice shall be effective upon mailing by first class mail
accompanied by facsimile transmission to the Consultant at the address and
telecopier number last provided by the Consultant to the Company, "CAUSE" shall
be determined solely as the violation of any rule or regulation of any
regulatory agency, and other neglect, act or omission detrimental to the conduct
of Company or the Consultant's business, material breach of this Agreement or
any unauthorized disclosure of any of the secrets of confidential information of
Company, and dishonesty related to independent contractor status.


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     3.   LICENSE: No license or right is granted by the Company to the
Consultant, either expressly or by implication, under any licenses or rights
owned or controlled by the Company, except as expressly set forth in this
Agreement.

     4.   COMPENSATION; GRANT OF STOCK OPTION:  In consideration for the
          -----------------------------------
services to be provided by the consultant to the Company under the terms of this
Agreement, the Company agrees to grant to the Consultant upon the execution of
this Agreement a non-qualified stock option (the "OPTION") to purchase up to the
number of shares (the "SHARES") of the Company's common stock ( the "COMMON
STOCK") as set for the below which shall fully vest immediately upon execution
of this Agreement, at an exercise price as set forth below:

     TOTAL DOLLAR AMOUNT:  $50,000
               Percentage per Share (in US$):  70% of the preceding day close


The terms of the Option shall otherwise be set forth in a Non-Qualified Stock
Option Agreement between the Company and the Consultant, substantially in the
form attached as Exhibit A to this Agreement.  The Company agrees to register
                 ---------
the Shares upon signing of this agreement for resale under the Securities Act of
1933, as amended, pursuant to a registration statement filed with the Securities
and Exchange Commission of for S-8 (or, if Form S-8 is not then available, such
other form of registration statement available), pursuant to the terms of such
registration set forth in the Non-Qualified Stock Option Agreement.

     5.   CONFIDENTIALITY:  The Consultant covenants that all information
          ---------------
concerning the Company, including proprietary information, which it obtains as a
result of the services rendered pursuant to this Agreement shall be kept
confidential and shall not be used by the Consultant except for the direct
benefit of the Company nor shall the confidential information be disclosed by
the Consultant to any third party without the prior written approval of the
Company, provided, however, that the Consultant shall not be obligated to treat
as confidential, or return to the Company copies of any confidential information
that (i) was publicly known at the time of disclosure to Consultant, (ii)
becomes publicly known or available thereafter other than by any means in
violation of this Agreement or any other duty owed to the Company by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a third party.

     6.   INDEPENDENT CONTRACTOR:  The Consultant and the Company hereby
          -----------------------
acknowledge that the Consultant is an independent contractor.  The Consultant
agrees not to hold himself out as, nor shall he take any action from which
others might reasonably infer that the Consultant is a partner or agent of, or a
joint venturer with the Company.  In addition, the Consultant shall take no
action, which, to the knowledge of the Consultant, binds, or purports to bind,
the Company to any contract or agreement.


<PAGE>
     7.   MISCELLANEOUS:
          -------------

          (a)  GOVERNING LAW:  This Agreement shall be construed under the
               -------------
     internal laws of the State of California, and the Parties agree that the
     exclusive jurisdiction for any litigation or arbitration arising from this
     Agreement shall be in Las Vegas, Nevada.
          (b)  SUCCESSORS AND ASSIGNS:  This Agreement shall be binding upon the
               ----------------------
     Parties, their successors and assigns, provided, however, that the
     Consultant shall not permit any other person or entity to assume these
     obligations hereunder without the prior written approval of the Company
     which approval shall not be unreasonably withheld and written notice of the
     Company's position shall be given within ten (10) days after approval has
     been requested.
          (c)  COUNTERPARTS:  This Agreement may be executed in two or more
               ------------
     counterparts, each of which shall be deemed an original, but which when
     taken together shall constitute one agreement.
          (d)  SEVERABILITY:  If one or more provisions of this Agreement are
               ------------
     held to be unenforceable under applicable law, such provision(s) shall be
     excluded from this Agreement and the balance of this Agreement shall be
     interpreted as if such provision were excluded and shall be enforceable in
     accordance with its terms.

Address for Notices:

CONSULTANT                              COMPANY:
Mike Rao                                Gateway Distributors Ltd
315 South East Mizner, Suite 202        3095 East Patrick Lane, Suite 101
Boca Raton, FL 33432                    Las Vegas, NV 89120

     IN WITNES WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.

     CONSULTANT                         GATEWAY DISTRIBUTORS LTD


By: __________________________          By: _________________________
          Mike Rao                              Rick Bailey
          Consultant                            President


Date: _______________________           Date: _______________________


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                                    EXHIBIT A
                                    ---------

                                     FORM OF
                      NON-QUALIFIED STOCK OPTION AGREEMENT

     THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is between
Mark Rao (the "GRANTEE") and the other party named on the signature page to this
Agreement (the "COMPANY"). Each of the Grantee and the Company are also referred
to in this agreement as the "PARTIES".

     WHEREAS, the Board of Directors of the Company (the "BOARD OF DIRECTORS")
has authorized the grant to the Grantee, for services to be rendered by the
Grantee as a consultant to the Company pursuant to the terms of a Consulting and
Marketing License Agreement (the "CONSULTING AGREEMENT") between the Company and
the Grantee of non-qualified stock option (the "OPTION") to purchase the number
of shares of the Company's common stock (the "COMMON STOCK") specified in
paragraph 1 of this Agreement, at the price specified in paragraph 1 of this
Agreement.

     NOW THEREFORE,   in consideration of the premises and mutual convenants set
forth in the Agreement, the Parties hereby agree as follows:
     1.   NUMBER OF SHARES; EXERCISE PRICE:  Pursuant to action taken by the
          --------------------------------
          Board of Directors, the Company hereby grants to the Grantee, in
          consideration of consulting services to be performed for the benefit
          of the Company pursuant to the Consulting Agreement, an option
          ("OPTION") to purchase the number of common shares ("OPTION SHARES")
          of Common Stock set forth below, at the exercise price set forth
          below:

TOTAL DOLLAR AMOUNT: $50,000
----------------------------

     Exercise Price or Percentage per Share (in US$):  70% of five day low.

     2.   TERM:  The Option and this Agreement shall expire one year from the
          ----
          date of signing of this agreement.
     3.   SHARES SUBJECT TO EXERCISE:  The Option shall be immediately
          --------------------------
          exercisable and shall remain exercisable for the entire Term specified
          in Paragraph 2 of this Agreement.
     4.   METHOD AND TIME OF EXERCISE:  The Option may be exercised in whole or
          ---------------------------
          from time to time in part by written notice delivered to the Company
          stating the number of Option Shares with respect to which the Option
          is then being exercised, together with a check and/or a wire transfer
          made payable to the Company in the amount equal to the Exercise Price
          multiplied by the number of Option shares then being issued pursuant
          to the written notice of exercise, plus the amount of applicable
          federal, state and local withholding taxes, provided, however, that
          such taxes may be satisfied by the withholding of Option Shares then
          issuable upon the


<PAGE>
          exercise of the Option pursuant to paragraph 5 of this Agreement. Not
          less than one hundred (100) Option Shares may be purchased upon
          exercise of the Option at any one time unless the number of Option
          Shares for which exercise of the Option is being made is all of the
          Option Shares then issuable upon exercise of the Option. Only whole
          shares shall be issued upon exercise of the Option.
     5.   TAX WITHHOLDING:  As a condition to exercise of the Option, the
          ---------------
          Company may require the Grantee to pay to the Company all applicable
          federal, state and local taxes which the Company is required to
          withhold with respect to the exercise of the Option. Or the grantee is
          liable for filing and paying all of his own taxes.
     6.   EXERCISE FOLLOWING TERMINATION OF CONSULTING AGREEMENT:  The Option
          ------------------------------------------------------
          shall not terminate as a result of the termination of Grantee's
          services as a consultant to the Company pursuant to the Consulting
          Agreement.
     7.   TRANSFERABILITY:  The Option and this Agreement may not be assigned or
          ---------------
          transferred except by will or by the laws of descent and distribution,
          and with consent of the Company.
     8.   GRANTEE NOT A SHAREHOLDER:  The Grantee shall have no rights as a
          -------------------------
          shareholder with respect to the Option Shares issued from time to time
          upon exercise of the Option until the earlier of: (1) the date of
          issuance of a stock certificate or stock certificates to the Grantee
          applicable to the Option Shares then issuable to the grantee upon
          exercise of the Option and (2) the date on which the Grantee or his
          nominee is recorded as owner of such Option Shares on the Company's
          stock ledger by the Company's registrar and transfer agent, which may
          be the Company. Except as set forth in paragraph 13 of this Agreement,
          no adjustment will be made for dividends or other rights for which the
          record date is prior to the earlier of the events described in clauses
          (1) and (2) of this paragraph. All voting rights remain with the
          President of the Company.
     9.   RESTRICTIONS ON TRANSFER:  The Grantee represents and agrees that,
          ------------------------
          upon the Grantee's exercise of the Option in whole or in part, unless
          there is in effect at that time under the Securities Act of 1933 a
          registration statement relating to the Option Shares, the Grantee will
          acquire the Options Shares for the purpose of investment and not with
          a view to their resale or further distribution, and that upon such
          exercise hereof, the Grantee will furnish to the Company a written
          statement to such effect, satisfactory to the Company in form and
          substance.
     10.  SHARES QUALIFIED FOR LISTING:  Company represents that its Common
          ----------------------------
          Stock is qualified for trading or quotation on a nationally recognized
          securities exchange or stock quotation system, including, without the
          NASDAQ Bulleting Board, and for trading with the California Department
          of Corporations or such other applicable jurisdictions.
     11.  REGISTRATION RIGHTS:  On or before the day of this Agreement, the
          -------------------
          Company shall, at the Company's expense, file with the Securities and
          Exchange Commission ("SEC"), a registration statement ("REGISTRATION
          STATEMENT") on Form S-8 or other comparable form, or if such form is
          not then available, such other form of registration statement then
          available, in such form as to comply with applicable federal and state
          laws for the purpose of registering or qualifying the Option Shares
          for public resale by the Grantee, and prepare and file with the
          appropriate state securities regulatory authorities the documents
          reasonably


<PAGE>
          necessary to register or qualify the Option Shares, subject to the
          ability of the Company to register or qualify the Option Shares under
          applicable state law.
     12.  NOTICES:  All notices to the Company shall be addressed to the Company
          -------
          at the principal office of the Company at the address and facsimile
          number set forth on the signature page of this Agreement, and all
          notices to the Grantee shall be addressed to the Grantee a the address
          and facsimile number of the Grantee set forth on the signature page of
          this Agreement, or if different, the last address and facsimile number
          on file with the Company, or to such other address and facsimile
          number as either may designate to the other in writing. A notice shall
          be deemed to be duly given if and when enclosed in a properly
          addressed sealed envelope deposited, postage prepaid and followed by
          facsimile to the addressee. In lieu of giving notice by mail as
          foresaid, written notices under this Agreement may be given by
          personal delivery to the Grantee or to the Company (as the case may
          be) by nationally recognized courier or overnight delivery service.
     13.  ADJUSTMENTS:  If there is any change in the capitalization of the
          -----------
          Company after the date of this Agreement affecting in any manner the
          number of kind of outstanding shares of Common Stock of the Company,
          whether by stock dividend, stock split, reclassification or
          recapitalization of such stock, or because the Company has merged or
          consolidated with one or more other corporations (and provided the
          Option does not thereby terminate pursuant to paragraph 14 of this
          Agreement), then the number and kind of shares then subject to the
          Option and the exercise price to be paid for the Option Shares shall
          be appropriately adjusted by the Board of Directors; provided,
          however, that in no event shall any such adjustment result in the
          Company being required to sell or issue any fractional shares. This
          Agreement is subject to market conditions. Any such adjustment shall
          be made without change in the aggregate exercise price applicable to
          the unexercised portion of the Option, but with an appropriate
          adjustment to the exercise price of each Option Share or other unit of
          security then covered by the Option and this Agreement.
     14.  CESSATION OF CORPORATE EXISTENCE:  Notwithstanding any other provision
          --------------------------------
          of this Agreement, in the event of the reorganization, merger or
          consolidation of the Company with one or more corporations as a result
          of which the Company is not the surviving corporation, or the sale of
          substantially all the assets of the Company or of more that fifty
          percent (50%) of the then outstanding stock of the Company to another
          corporation or other entity in a single transaction, the Option grated
          hereunder shall terminate, provided, however, that not later than five
          (5) days before the effective date of such merger or consolidation or
          sale of assets in which the Company is not the surviving corporation,
          the surviving corporation may, but shall not be so obligated to tender
          to the Grantee an option to purchase a number of shares of capital
          stock of the surviving corporation equal to the number of Option
          Shares then issuable upon exercise of the Option, and such new option
          or options for shares of the surviving corporation shall contain such
          terms, conditions and provisions as shall be required substantially to
          preserve the rights and benefits of the Option and this Agreement.
          (a)  ENTIRE AGREEMENT:  This Agreement and the Consulting Agreement
               ----------------
               contain the entire agreement between the Parties, and may not be
               waived, amended,


<PAGE>
               modified or supplemented except by agreement in writing signed by
               the Party against whom enforcement of any waiver, amendment,
               modification or supplement is sought. Waiver of or failure to
               exercise any rights provided by this Agreement and the Consulting
               Agreement in any respect shall not be deemed a waiver of any
               further or future rights.

     15.  MISCELLANEOUS
          -------------

          (b)  GOVERNING LAW:  This Agreement shall be construed under the
               -------------
               internal laws of the State of Nevada, and the Parties agree that
               the exclusive jurisdiction for any litigation or arbitration
               arising from this Agreement shall be in Las Vegas Nevada.
          (c)  COUNTERPARTS:  This Agreement may be executed in two or more
               ------------
               counterparts, each of which shall be deemed an original, but
               which when taken together shall constitute one agreement.
          (d)  SEVERABILITY:  If one or more provisions of this Agreement are
               ------------
               held to be unenforceable under applicable law, such provision(s)
               shall be excluded from this Agreement and the balance of this
               Agreement shall be interpreted as if such provision were excluded
               and shall be enforceable in accordance with its terms.


     IN WITNESS WHEREOF, the Parties hereto have executed or caused this
Agreement to be executed as of the date set forth below.


     CONSULTANT                         GATEWAY DISTRIBUTORS LTD


By: __________________________          By: _________________________
          Mike Rao                              Rick Bailey
          Consultant                            President

Date: _______________________           Date: _______________________


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