GATEWAY DISTRIBUTORS, LTD
                             STOCK OPTION AGREEMENT

          THIS  AGREEMENT  is  made  as  of  February  3,  2006  BETWEEN GATEWAY
     DISTRIBUTORS  LTD,  a  Nevada  corporation  (the "Company"), and GARY HEATH
     (the  "Optionee").

          THE PARTIES AGREE AS FOLLOWS:

1.          OPTION GRANT.    The Company hereby grants to the Optionee an option
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(the  "Option")  to  purchase the number of shares of the Company's common stock
(the  "Shares"),  for an exercise price per share (the "Option Price") and based
upon  a  Grant  Date,  all  as  set  forth  below:

               Shares  under  option:                    3,000,000,000
               Option  Price  per  Share:                       $.0001
               Grant  Date:                         February  3,  2006

          The  Option granted hereunder will be an incentive stock option within
     the  meaning  of  Section  422  of  the  Internal  Revenue Code of 1986, as
     amended.

2.          STOCKHOLDER  RIGHTS.    No  rights or privileges of a stockholder in
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the Company are conferred by reason of the granting of the Option. Optionee will
not  become  a  stockholder in the Company with respect to the Shares unless and
until  the Option has been properly exercised and the Option Price fully paid as
to  the  portion  of  the  Option  exercised.

3.          EXERCISE  PROCEDURE.  Subject  to  the  conditions set forth in this
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Agreement.  this option shall be exercised by the Optionee's delivery of written
notice  of  exercise  to  the Treasurer of the Company, specifying the number of
shares  to  be  purchased  and  the  purchase  price  to  be  paid therefore and
accompanied by payment in full in accordance with Section 4. Such exercise shall
be effective upon receipt by the Treasurer of the Company of such written notice
together  with  the  required  payment.  The Optionee may purchase less than the
number  of  shares  covered  hereby,  provided  that no partial exercise of this
option  may  be  for  any  fractional  share or for fewer than ten whole shares.
Notwithstanding  anything herein contained to the contrary, the Optionee and the
Company acknowledge that the Optionee exercised the Option to acquire all of the
Shares.  Optionee  will deliver to the Company $300,000 dollars, the receipt and
sufficiency  of  which is acknowledged by the Company.  However, the Shares were
not  issued  to the Optionee.  Instead, the Optionee and the Company agreed that
the  certificates  for  the  Shares  would  be  issued  at  a subsequent date as
determined by the Optionee.  However, the parties have agreed that the number of
the Shares to be issued to the Optionee shall be adjusted to reflect any reverse
splits  in the shares of the common stock of the Company which have occurred, so
that  the  number  of  the  Shares  to  be  to be issued to the Optionee will be
proportionately  increased  so  that  the  number  of  the  Shares  shall  be
proportionately  the  same  number  of the Shares immediately following any such
subdivision  as  existed  before  any  such  subdivision.

RELATIONSHIP  WITH  THE COMPANY. Except as otherwise provided in this Section 3,
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this  option  may  not  be  exercised unless the Optionee, at the time he or she
exercises  this option, is, and has been at all times since the date of grant of
this  option,  an employee, officer or director of, or consultant or advisor to,
the  Company  (an  "Eligible


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Optionee").

5.          TERMINATION  OF  RELATIONSHIP  WITH  THE  COMPANY.  If  the Optionee
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ceases  to  be  an Eligible Optionee for any reason, then, except as provided in
paragraphs  (a) and (b) below, the right to exercise this option shall terminate
three  (3)  years  after  such  cessation  (but in no event after the Expiration
Date),  provided  that  this option shall be exercisable only to the extent that
the Optionee was entitled to exercise this option on the date of such cessation.
Notwithstanding  the  foregoing,  if the Optionee, prior to the Expiration Date,
materially  violates  the  non-competition  or confidentiality provisions of any
employment  contract,  confidentiality  and  nondisclosure  agreement  or  other
agreement  between  the  Optionee  and  the  Company. the right to exercise this
option  shall terminate immediately upon written notice to the Optionee from the
Company  describing  such  violation.

          (a)  Exercise  Period  Upon  Death  or  Disability.  If  the  Optionee
          dies  or  becomes  disabled (within the meaning of Section 22(e)(3) of
          the  Code) prior to the Expira1ion Date while he or she is an Eligible
          Optionee,  or  if  the  Optionee  dies  within  three months after the
          Optionee  ceases  to be an Eligible Optionee (other than as the result
          of  a  termination  of such relationship by the Company for "cause" as
          specified  in  paragraph (f) below), this option shall be exercisable,
          within  the  period  of  three  years  following  the date of death or
          disability of the Optionee (whether or not such exercise occurs before
          the  Expiration  Date),  by the Optionee or by the person to whom this
          option is transferred by will or the laws of descent and distribution,
          provided that this option shall be exercisable only to the extent that
          this  option was exercisable by the Optionee on the date of his or her
          death or disability. Except as otherwise indicated by the context, the
          term  "Optionee,"  as  used in this option, shall be deemed to include
          the  estate  of  the  Optionee or any person who acquires the right to
          exercise  this option by Bequest or inheritance or otherwise by reason
          of  the  death  of  the  Optionee

          (b)  Discharge  for  Cause.  If  the Optionee, prior to the Expiration
          Date, is discharged by the company for "cause" (as defined below), the
          right  to  exercise  this option shall terminate immediately upon such
          cessation  of employment. "Cause" shall mean willful misconduct by the
          Optionee  or willful failure to perform his or her responsibilities in
          the  best  interests  of  the  Company (including, without limitation,
          breach by the Optionee of any provision of any employment, consulting,
          advisory,  nondisclosure,  non-competition  or other similar agreement
          between  the  Optionee and the Company), as determined by the Company,
          which  determination  shall  be  conclusive.  The  Optionee  shall  be
          considered  to  have  been  discharged  for  "cause"  if  the  Company
          determines,  within  30  days  after  the Optionee's resignation, that
          discharge  for  cause  was  warranted.

6         PAYMENT OF PURCHASE PRICE.
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          (a)  Method  of  Payment.  Payment  of  the  purchase price for shares
          purchased  upon  exercise of this option shall be made (i) by delivery
          to  the  Company  of cash or a check to the order of the Company in an
          amount equal to the purchase price of such shares, (ii) subject to the
          consent of the Company. by delivery to the Company of shares of Common
          Stock  of  the Company then owned by the Optionee having a fair market
          value  equal  in amount to the purchase price of such shares, (iii) by
          any  other  means  which  the  Board  of  Directors  determines  are


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<PAGE>
          consistent  with  the  purpose  of  the  Plan and with applicable laws
          and regulations (including, without limitation, the provisions of Rule
          16b-3  under  the  Securities  Exchange  Act  of 1934 and Regulation T
          promulgated  by the Federal Reserve Board), or (iv) by any combination
          of  such  methods  of  payment.

          (b)  Valuation  of  Shares  or  Other  Non-Cash Consideration Tendered
          in Payment of Purchase Price. For the purposes hereof, the fair market
          value  of  any  share  of the Company's Common Stock or other non-cash
          consideration  which  may  be  delivered to the Company in exercise of
          this  option  shall  be  determined  in  good  faith  by  the Board of
          Directors  of  the  Company.

          (c)  Delivery  of  Shares  Tendered  in  Payment of Purchase Price. If
          the  Optionee  exercises  this  option by delivery of shares of Common
          Stock of the Company, the certificate or certificates representing the
          shares  of  Common  Stock of the Company to be delivered shall be duly
          executed  in  blank by the Optionee or shall be accompanied by a stock
          power  duly  executed  in  blank suitable for purposes of transferring
          such  shares  to the Company. Fractional shares of Common Stock of the
          Company  will  not  be  accepted  in  payment of the purchase price of
          shares  acquired  upon  exercise  of  this  option.

          (d)  Restrictions  on  Use  of  Option  Stock.  Notwithstanding  the
          foregoing, no shares of Common Stock of the Company may be tendered in
          payment  of  the  purchase  price of shares purchased upon exercise of
          this  option  if  the  shares  to  be so tendered were acquired within
          twelve (12) months before the date of such tender through the exercise
          of  an  option  granted  under  the  Plan or any other stock option or
          restricted  stock  plan  of  the  Company.

Delivery of Shares: Compliance With Securities Laws. Etc
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          (a)  General.  The  Company  shall,  upon  payment of the option price
          for  the number of shares purchased and paid for, make prompt delivery
          of such shares to the Optionee, provided that if any law or regulation
          requires  the  Company  to take any action with respect to such shares
          before  the issuance thereof, then the date of delivery of such shares
          shall  be  extended  for the period necessary to complete such action.

          (b)  Listing,  Qualification  Etc.  This  option  shall  be subject to
          the  requirement  that  if  at  any time, counsel to the Company shall
          determine  that  the  listing,  registration  or  qualification of the
          shares  subject hereto upon any securities exchange or under any state
          or  federal  law,  or  the  consent or approval of any governmental or
          regulatory  body,  or that the disclosure of non-public information or
          the  satisfaction  of  any other condition is necessary as a condition
          of,  or  in  connection  with,  the  issuance  or  purchase  of shares
          hereunder,  this  option  may  not  be exercised, in whole or in part,
          unless such listing, registration, qualification, consent or approval,
          disclosure  or  satisfaction  of  such other condition shall have been
          effected  or  obtained  on terms acceptable to the Board of Directors.
          Nothing  herein  shall  be deemed to require the Company to apply for,
          effect  or  obtain  such  listing,  registration,  qualification  or
          disclosure,  or  to  satisfy  such  other  condition.


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8.          NO  SPECIAL EMPLOYMENT OR SIMILAR RIGHTS.  Nothing contained in this
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option  shall  be  construed  or deemed by any person under any circumstances to
bind  the  Company  to  continue  the  employment  or  other relationship of the
Optionee  with  the  Company  for  the  period  within  which this option may be
exercised.

9.          RIGHTS  AS  A  SHAREHOLDER.  The  Optionee shall have no rights as a
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shareholder  with  respect  to  any shares which may be purchased by exercise of
this  option  (including, without limitation, any rights to receive dividends or
non-cash  distributions  with  respect  to  such  shares)  unless  and  until  a
certificate  representing  such  shares  is  duly  issued  and  delivered to the
Optionee.  No  adjustment  shall  be made for dividends or other right for which
the  record  date  is  prior  to  the  date  such  stock  certificate is issued.

10.          TERMINATION.    This  Option  will  expire,  unless  previously
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exercised  in  full,  on FEBRUARY 3, 2009 which date is on or prior to the third
anniversary  of the Grant Date unless both parties agree to extend the option in
writing  thirty  days  prior  to  the  Termination.


This  Agreement  sets forth the complete agreement of the parties concerning the
subject  matter  hereof,  superseding  all  prior  agreemen1s,  negotiations and
understandings.  This  Agreement  will be governed by the substantive law of the
State  of  Nevada,  and  may  be  executed  in  counterparts.

     The  parties  hereby  have  entered  into this Agreement as of the date set
forth  above.

                                        GATEWAY DISTRIBUTORS, LTD

                                        By:
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                                        Title:
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                                        "Optionee"

                                        Gary Heath


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                                        Address:
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