EXHIBIT 10.5

DATE:  JANUARY 12, 2004

GATEWAY DISTRIBUTORS LTD.
3035 E. Patrick Lane, Ste. 14
Las Vegas, NV  89120


Dear  Sirs:

     Prem  Ramchandani  would  be pleased to act as Financial Advisor to Gateway
Distributors  LTD.  In  this  capacity,  the  Financial  Advisor will render the
following  financial  advisory  services:

     (i)       Review  with  the  Board  of  Directors and members of management
               Gateway  Distributors'  financial  plans, its strategic plans and
               business  alternatives;

     (ii)      Advise  Gateway  Distributors  with respect to potential European
               strategic  acquisitions  which  appear  to  Advisor  to  provide
               promising opportunities for Gateway Distributors or which Gateway
               Distributors  independently  determines  to  pursue;

     (iii)     Meet  with  senior management and, if requested, the entire Board
               of  Directors  of Gateway Distributors to discuss the position of
               Advisor  and  any  recommendation  to stockholders concerning any
               proposal to effect an acquisition or sell Gateway Distributors or
               certain of its assets as well as available strategic alternatives
               and their financial implications in Europe (defined as members of
               the  European  Union).

     (iv)      To  the  extent requested by Gateway Distributors, assist Gateway
               Distributors  in presentations to and negotiations with potential
               European  lenders;

     (v)       To  the  extent requested by Gateway Distributors, provide advice
               with  respect  to  proposed  licensing  arrangements  with  third
               parties  in  the  European  markets.

     (vi)      Advise Gateway Distributors with respect to opportunities for the
               sale of Gateway Distributors or certain of its assets, as well as
               other financial alternatives available to Gateway Distributors in
               the  European  markets.

     (vii)     To  the  extent  requested  by  Gateway  Distributors,  assist in
               negotiating  the  terms,  condition and structure of any proposed
               acquisition,  divestiture  or  licensing  arrangement;  and

     (viii)    If  requested  and  subject  to  further  engagement as described
               below, render an option as to the fairness from a financial point
               of  view  to  Gateway  Distributors  and  its stockholders of the
               consideration  to  be  paid  by  Gateway  Distributors  and  its
               stockholders  in connection with an acquisition, or consideration
               to  be  received  by Gateway Distributors and its stockholders in
               connection  with  the  sale of Gateway Distributors or certain of
               its  assets  in  the  European  markets.

     As  compensation  for Advisor's services, Gateway Distributors will (i) pay
to Advisor six (6) million shares of Gateway Distributors LTD. Registered common
stock.  The  engagement provided for herein shall be terminable at the option of
the  Company  at  any  time  after  12  months from the date hereof upon 30 days
written  notice  to  Clive  Dakin.

     No  fees  payable  to  any  other financial advisor by Gateway Distributors
shall  reduce or otherwise affect the fees payable to Advisor.  It is understood
that  regardless  of  the  outcome of any Extraordinary Transaction or Licensing
Arrangement,  except  for  financing  in  which  Advisor  is  entitled  to  a
non-accountable expense allowance hereunder, Gateway Distributors will reimburse
Advisor  for  any reasonable out-of-pocket expenses it might incur in connection
with  its services in connection with such transactions or otherwise pursuant to
this  engagement  letter,


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including, without limitation, reasonable fees and disbursements of counsel when
consulted  in  connection  with action taken pursuant to this engagement letter.

     For  the purposes of this engagement letter, "Consideration" shall mean the
total  market value on the day of closing of stock, securities, cash, assets and
all  other  property  (real  or  personal)  or  benefits  exchanged or received,
directly or indirectly by Gateway Distributors or any of its security holders in
connection  with  any transaction, including without limitation any amounts paid
or  payable  by  Gateway  Distributors  or  any  person  or entity to holders of
warrants,  stock  purchase rights, straight or convertible securities of Gateway
Distributors  or  any  affiliate  thereof,  options or stock appreciation rights
issued  by  Gateway  Distributors,  whether or not vested, and to holders of any
other  securities  of  any  kind  whatsoever of Gateway Distributors, or paid or
payable  to  Gateway  Distributors  or any affiliate pursuant to any employment,
agreement,  royalty,  consulting  agreement  or  understanding,  whether oral or
written.  All  debt  instruments  or  evidences  thereof and all amounts payable
pursuant to any employment agreements, royalty, consulting agreements, covenants
not  to  compete,  earn  out  or  contingent  payment  rights  or  other similar
agreements,  arrangements  or  understandings  shall  be valued at the aggregate
amount  payable  there  under, whether such payments are absolute or contingent,
and  irrespective of the period or uncertainty of payment, the rate of interest,
if  any,  or  the  contingent  nature  thereof.

     In  connection  with the services which Advisor agrees to render to Gateway
Distributors  hereunder,  Gateway  Distributors  shall (A) indemnify Advisor and
hold  it  harmless  to  the  fullest extent permitted by law against any losses,
claims, damages or liabilities to which Advisor may become subject in connection
with  (i)  the use of information that is inaccurate in any respect (as a result
of  misrepresentation,  omission,  failure  to  update,  or  otherwise)  that is
provided  to  Advisor  by  Gateway  Distributors, its representatives, agents or
advisors,  regardless  of  whether  Advisor  knew  or  should have known of such
inaccuracy,  or  (ii) any other aspect of its rendering such services, unless it
is  finally  judicially  determined  that losses, claims, damages or liabilities
relating  thereto  arise  only  out of the bad faith of Franco Cordioli, and (B)
reimburse  Advisor  for any legal or other expenses reasonably incurred by it in
connection  with  investigating,  preparing to defend or defending any lawsuits,
claims  or  other proceedings arising in any manner out of or in connection with
the  performance of its duties hereunder.  If for any reason (other than the bad
faith of Advisor relating to claims under subparagraph (ii) above) the foregoing
indemnity  is  unavailable  to Advisor or insufficient to hold Advisor harmless,
then  Gateway  Distributors  shall  contribute  to the amount paid or payable by
Advisor  as a result of such claims, liabilities, losses, damages or expenses in
such  proportion  as  is  appropriate  to reflect not only the relative benefits
received  by  Gateway  Distributors on the one hand and Advisor on the other but
also  the  relative fault of Gateway Distributors on the one hand and Advisor on
the  other,  as  well as any relevant equitable considerations.  Notwithstanding
the  provisions of this engagement letter, the aggregate contribution of Advisor
to  all  claims,  liabilities, losses, damages and expenses shall not exceed the
amount  of  fees  actually  received  by  Advisor  pursuant to its engagement by
Gateway Distributors.  It is hereby further agreed that the relative benefits to
Gateway  Distributors on the one hand and Advisor on the other hand with respect
to the transactions contemplated in this engagement letter shall be deemed to be
in the same proportion as the total value the transaction bears to the fees paid
to Advisor with respect to such transactions.  Gateway Distributors LTD.  agrees
that  the  indemnification  and  reimbursement  commitments  set  forth  in this
engagement  letter  shall  apply whether or not Advisor is a formal party to any
such  lawsuits  or  other  proceedings,  that  Advisor is entitled to retain one
separate  counsel  of  its choice in connection with any of the matters to which
such  commitments  relate,  that  such  commitments  shall be in addition to any
liability  that  Gateway  Distributors  may  have  to  Advisor  at common law or
otherwise,  and  that  such commitments shall extend upon the terms set forth in
this engagement letter to any controlling person, director, officer, employee or
agent  of  Advisor  and shall survive any termination of this engagement letter.

     Gateway  Distributors LTD. agrees that Advisor is entitled to rely upon all
reports of Gateway Distributors (and its affiliates) and information supplied to
it  by  or  on  behalf  of  Gateway  Distributors (whether written or oral), and
Advisor shall not in any respect be responsible for the accuracy or completeness
of  any  such  report  or information or have any obligation to verify the same.

     Advisor  hereby  agrees  that it will not disclose confidential information
received from Gateway Distributors  (or its affiliates) to others (other than to
its  employees,  agents,  accountants,  attorneys, and other advisors) except as
contemplated  by this engagement letter or as such disclosure may be required by
law.  At  the  conclusion  of  the  engagement hereunder, Advisor will return to
Gateway Distributors all copies of any confidential information that the Company
has  duly  marked  "confidential"  and  that is at the time in the possession of
Advisor.  For  purposes  of


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this  engagement  letter,  "confidential  information"  shall  mean  information
provided  by  the  Company to Advisor that is not otherwise available to Advisor
from  sources  outside of Gateway Distributors (or its affiliates), and any such
information shall cease to be confidential information when it becomes generally
available,  or  comes to the attention of Franco Cordioli, through other sources
that  do  not,  to  the awareness of Advisor at the time, involve a violation of
this  or  any  similar  agreement.

     Any  advice,  written  or  oral,  rendered  by  Advisor  pursuant  to  this
engagement  letter  may  not  be  disclosed  publicly  without the prior written
consent  of  such  party.  Gateway Distributors LTD. agrees that Advisor has the
right  to place advertisements in financial and other newspapers and journals at
its own expense describing its services to Gateway Distributors hereunder.

     This  engagement  letter constitutes the entire agreement and understanding
among  the  parties  hereto  and  supersedes  any  and  all prior agreements and
understanding, oral or written, relating to the subject matter hereof.

     This  engagement  letter  shall be governed by, and construed in accordance
with,  the  laws  of  the  State  of New York.  Gateway Distributors LTD. hereby
irrevocably  consents to the jurisdiction and venue of the courts sitting in the
State  of  New  York  and  further consents to any and all process in any action
relating to or arising out of this engagement letter by the mailing of copies of
such process to Gateway Distributors at the address indicated above.

     If  the foregoing correctly sets forth the understanding between us, please
so indicate on the enclosed copies of this letter and return two original copies
to  us  for our files, together with a certificate for Twenty Eight (28) million
shares  of  Gateway  Distributors  LTD.  without  legend.

     We look forward to a long and mutually rewarding relationship.


Very  truly  yours,

Advisor:  Prem  Ramchandani

Signature: ___________________________________


Agreed  to  and  accepted:

Company:  Gateway  Distributors  LTD.

By: _________________________________________

Title: _______________________________________


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