AGREEMENT



                            Dated as of May 20, 2004


                                      Among


                       QUALITY DISTRIBUTION SERVICES, INC.


                                       And


                            GATEWAY DISTRIBUTORS LTD


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THIS AGREEMENT ("Agreement"), dated as of May 20, 2004 , is by and among Gateway
    Distributors Ltd, a Nevada Corporation ("GWDL") and Quality Distribution
                                             ----
                  Services, Inc. a Nevada corporation ("QDS")
                                                        ---

                                    RECITALS

     A.  ORGANIZATION  will form a new corporation, (name to be determined) that
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will be a majority owned subsidiary of Gateway Distributors Ltd. "GWDL" will own
51%  of  the  shares  of  the  new  company  and  "QDS"  will  own  49%.
     B.  PHOENIX  The  parties agree that the first order of business will be to
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start  up  a  "QDS"  operation  in  Phoenix.
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     C.  FUNDING  "GWDL"  will  fund  the  project  up  to  one million dollars.
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     D.  OPERATIONS  "QDS"  will  set  up  the  operation and run the day to day
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business to include all accounting functions for the local operations, trucking,
sales,  etc.
     E.  INITIAL BUDGET Startup is $250,000 to include approximately $172,000 in
     ------------------
inventory  costs.  Funds  will  be  made available by "GWDL" upon signing of the
                                                      ------
agreement. Additional funding will be available by board request. All additional
funding  will  be a loan and put on the payables owed to "GWDL" over a five year
term  at  7%  interest.
     F. OFFICERS Wayne Stamm will serve as President/CEO, and Steve Fife will be
     -----------
responsible  for  operations.
     G.  BOARD OF DIRECTORS The board of directors will consist of the following
     ----------------------
persons.  Wayne  Stamm,  Steve  Fife,  Robert  F.  Sommers, Rick Bailey, and Flo
Ternes.
     H.  ARTICLES  OF  INCORPORATIONS AND BYLAWS These items will be drafted and
     -------------------------------------------
filed  upon  signing  of  the  agreement.


                                    AGREEMENT

     Accordingly,  and  in  consideration  of  the  representations, warranties,
covenants,  agreements and conditions herein contained, the parties hereto agree
as  follows:

          A. OWNERSHIP. "GWDL" 51% . "QDS" 49%
             ---------  ------        ----

          B. STOCK ISSUANCE. "QDS" and GWDL will identify their preference of
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     their stock distribution and certificates will be issued to the parties
     accordingly. In the event no disbursement is requested the stock will
     remain in the company's procession until requested.

          C. SIGNING. Unless this Agreement shall have been terminated and the
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     transactions contemplated herein shall have been abandoned, a signing will
     be held on May 20, 2004 (the "Closing, Date"), provided, however, that if
                                   -------------
     any of the conditions provided have not have been satisfied or waived by
     such date, then the party to this Agreement which is unable to satisfy such
     condition or

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     conditions, despite the best efforts of such party, shall be entitled to
     postpone the Closing by notice to the other parties until such condition or
     conditions shall have been satisfied (which such notifying party will seek
     to cause to happen at the earliest practicable date) or waived, but in no
     event shall the Closing occur later than the May 31, 2004.

     D.  CORPORATE ORGANIZATION. "GWDL" is validly existing and in good standing
         ----------------------- ------
under  the  laws  of  the  state  of  Nevada.
     E.  AUTHORIZATION.  "QDS"  has  full corporate power and authority to enter
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into  this  Agreement  and  the.  "QDS" Delivered Documents and to carry out the
                                  -----
transactions  contemplated  herein  and  therein.
     F.  INTELLECTUAL  PROPERTY  RIGHTS.  "QDS"  has  the right to all necessary
     -----------------------------------  -----
information  regarding  "QDS"   operations  to assist in the Phoenix startup. To
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the knowledge of the "QDS" the use of all Intellectual Property Rights necessary
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or  required  for  the  conduct  of  the  businesses  of  the "QDS" as presently
                                                              -----
conducted  and as proposed to be conducted does not and, to the knowledge of the
"QDS",  will  not  infringe  or  violate  or  allegedly  infringe or violate the
------
intellectual  property  rights  of  any  person  or  entity.
     G. CONFIDENTIALITY. Each of the parties hereto agrees that it will not use,
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or  permit the use of, any of the information relating to any other party hereto
furnished  to  it  in  connection  with  the  transactions  contemplated  herein
("Information")  in a manner or for a purpose detrimental to such other party or
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otherwise  than  in  connection  with  the  transaction,  and that they will not
disclose,  divulge,  provide  or  make  accessible,  or permit the Disclosure of
(collectively,  "Disclose"  or  "Disclosure"  as  the  case  may be), any of the
                ----------      ------------
Information  to  any  person  or entity, other than their responsible directors,
officers,  employees,  investment  advisors,  accountants,  counsel  and  other
authorized  representatives and agents, except as may be required by judicial or
administrative  process  or,  in the opinion of such party's regular counsel, by
other  requirements  of  Law; provided, however, that prior to any Disclosure of
                              --------- --------
any Information permitted hereunder, the disclosing party shall first obtain the
recipients'  undertaking  to  comply with the provisions of this subsection with
respect  to  such  information.  The term "Information" as used herein shall not
                                          -------------
include  any  information  relating  to  a party which the party disclosing such
information  can  show:  (i) to have been in its possession prior to its receipt
from another party hereto; (ii) to be now or to later become generally available
to  the  public  through  no  fault  of the disclosing party; (iii) to have been
available to the public at the time of its receipt by the disclosing party; (iv)
to  have  been  received  separately  by the disclosing party in an unrestricted
manner  from a person entitled to disclose such information; or (v) to have been
developed  independently  by  the  disclosing  party  without  regard  to  any
information received in connection with this transaction. Each party hereto also
agrees to promptly return to the party from who originally received all original
and  duplicate  copies  of  written  materials containing Information should the
transactions  contemplated  herein  not occur. A party hereto shall be deemed to
have  satisfied  its  obligations  to  hold  the  Information confidential if it
exercises the same care as it takes with respect to its own similar information.


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<PAGE>
     H.  GOVERNING LAW. This Agreement and the legal relations among the parties
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hereto  shall  be  governed  by  and  construed  in accordance with the internal
substantive  laws of the State of Nevada (without regard to the laws of conflict
that  might  otherwise  apply)  as  to all matters, including without limitation
matters  of  validity,  construction,  effect,  performance  and  remedies.

     I. ARBITRATION. Any controversy or claim arising out of or relating to this
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Agreement,  or  the  making,  performance  or  interpretation thereof, including
without  limitation  alleged  fraudulent inducement thereof, shall be settled by
binding  arbitration  in  Las  Vegas,  Nevada by a panel of three arbitrators in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon  any  arbitration award may be entered in any court
having  jurisdiction  thereof and the parties consent to the jurisdiction of the
courts  of  the  State,  of  Nevada  for  this  purpose.

     J.  DEFAULT.  If  there  is  a  breach  of the contract between, "GWDL" and
     ------------                                                     ------
"QDS"  that  results  in  litigation,  the prevailing party shall be entitled to
----
attorney's  fees  and  costs  in  the  arbitration  process.

14.  "GWDL"  has the right to inspect and photo copy all accounting functions to
verify  the  revenues  of  the  company.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed  as  of  the  day  and  year  first  above written. This agreement will
supercede  all  previous  agreements  both  written  and  verbal.


"GWDL"                                  "QDS"
                                        -----


By                                       By
  -----------------------                 ----------------------------
Rick Bailey                              Wayne Stamm



   President / CEO                       President / CEO



Date                                     Date
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