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                              CONSULTING AGREEMENT

This will confirm the arrangements, terms and conditions under which Steven Frye
(hereinafter referred to as the "Consultant") has and will render services to
GATEWAY DISTRIBUTORS LTD, (hereinafter referred to as the "Company").


     1.   CONSULTING SERVICES. During the term of this Agreement, the consultant
          will, at the Company's request, assist the Company in developing,
          studying and evaluating merger and acquisition or investment proposals
          relating to the Company, prepare reports and studies thereon when
          deemed advisable, and assist in negotiations and discussions
          pertaining thereto.

     2.   TERM. Consultant's engagement will commence on the date of execution
          of this Agreement (the "Effective Date") and continue for a period of
          two (2) months; provided, however, that the term may be extended by
          mutual agreement of the parties and this Agreement may be terminated
          at any time and for any reason, with or without cause, by either party
          upon thirty (30) days written notice to the other.

          COMPENSATION. In consideration of the services to be rendered and
          performed by Consultant during the Consulting Period, the Company will
          deliver to Consultant Nine Hundred Thousand (900,000) shares of GAWD
          common stock delivered on or before December 31, 2004.

          Such compensation is non-revocable and non-conditional except as
          otherwise specified herein.

     3.   TRANSACTION FEES. The company is not engaging Consultant to introduce
          the Company to a source for a financing. In the event that, with the
          consent of the Company and pursuant to a separate agreement,
          Consultant introduces to the Company a party which consummates an
          Applicable Financing, as hereinafter defined, the Company will pay
          upon the closing of the Applicable Financing, but not greater than the
          fee that would be derived by applying a Lehman formula (five percent
          (5%) of the first million dollars of part thereof, four percent (4%)
          of the next million dollars of part thereof, three percent (3%) of the
          next million dollars of part thereof, two percent (2%) of the next
          million dollars of part thereof, and one percent (1%) of the amount by
          which the gross proceeds from the Applicable Financing exceed four
          million dollars) to the total amount of the applicable financing, or
          (b) such separate and additional fee as may be mutually agreed upon by
          the Company and Consultant not to exceed the fee rendered to in clause
          (a) of this Section 4. Any fee shall be based solely on the proceeds
          received by the Company. An Applicable Financing shall mean a private
          placement of debt or equity securities with parties introduced to the
          Company Consultant other than (i) a financing with a bank or
          institutional or commercial lender, (ii) a secured financing,
          including capital lease financing, (iii) a revolving credit or similar
          financing, or (iv) a financing in connection


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          with an acquisition.

     4.   ACCESS. TO/AND USE OF INFORMATION. The Company will work together with
          Consultant to provide any and all necessary documents and full access
          to the Company's officers, directors, employees and accountants as are
          reasonable requested by Consultant in order for it to provide the
          Services.

     5.   RELATIONSHIP. Nothing herein shall constitute the Consultant as
          employee or agent of the Company except or such an extent as might
          hereafter be agreed upon for a particular purpose. Except as expressly
          agreed, the consultant shall not have the authority to obligate or
          commit the Company in any manner whatsoever.

     6.   ASSIGNMENT. This Agreement shall not be assignable by either party.




Agreed and Accepted by:

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Agreed and Accepted by:
Steven Frye

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                                                                        Initial:

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