EXHIBIT 4.1

                           GATEWAY DISTRIBUTORS, LTD.

                 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

     1.   General  Provisions.
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     1.1  Purpose.  This  Stock Incentive Plan (the "Plan") is intended to allow
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designated  officers  and  employees  (all  of  whom  are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Gateway  Distributors,  Ltd.,  a  Nevada  corporation  (the  "Company")  and its
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

     1.2   Administration.
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     1.2.1 The  Plan  shall  be  administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2 The  Committee  shall  have  full  and  complete  authority,  in  its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3 The  Company  hereby  agrees  to  indemnify  and  hold  harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.

     1.3  Eligibility and Participation.  The Employees eligible under this Plan
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shall  be  approved by the Committee from those Employees who, in the opinion of
the  management  of  the  Company,  are  in  positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.

     1.4  Shares  Subject  to  this  Plan.  The  maximum number of shares of the
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Common  Stock  that  may  be  issued  pursuant to this Plan shall be 900,000,000
subject to adjustment pursuant to the provisions of Paragraph 4.1.  If shares of
the Common Stock awarded or issued under this Plan are reacquired by the Company
due  to  a  forfeiture


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or  for  any  other  reason, such shares shall be cancelled and thereafter shall
again  be  available  for  purposes  of  this  Plan.  If a Stock Option expires,
terminates or is cancelled for any reason without having been exercised in full,
the shares of the Common Stock not purchased thereunder shall again be available
for  purposes  of  this  Plan.

     2.   Provisions  Relating  to  Stock  Options.
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     2.1  Grants  of  Stock  Options.  The  Committee may grant Stock Options in
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such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.

     2.2  Purchase  Price.  The  purchase price (the "Exercise Price") of shares
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of the Common Stock subject to each Stock Option (the "Option Shares") shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of  exercise.  For  an  Employee  holding  greater  than 10 percent of the total
voting  power  of  all  stock  of  the  Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "Fair  Market  Value"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.

     2.3  Option Period.  The Stock Option period (the "Term") shall commence on
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the  date  of  grant  of  the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange  Act  (the  "Section  16  Reporting  Persons")  pursuant to a qualified
employee  stock  option plan from the normal requirement of not selling until at
least  six  months  and  one  day  from  the  date  the Stock Option is granted.


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     2.4  Exercise  of  Options.
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     2.4.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention  of  the  Corporate Secretary, at the principal office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of  Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be made (a)
in  cash,  (b)  by  cashier's or certified check, (c) by surrender of previously
owned  shares  of  the  Common  Stock  valued  pursuant to Paragraph 2.2 (if the
Committee  authorizes  payment  in  stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.

     2.4.2  Exercise  of  each Stock Option is conditioned upon the agreement of
the  Employee  to the terms and conditions of this Plan and of such Stock Option
as  evidenced by the Employee's execution and delivery of a Notice and Agreement
of Exercise in a form to be determined by the Committee in its discretion.  Such
Notice  and  Agreement of Exercise shall set forth the agreement of the Employee
that  (a) no Option Shares will be sold or otherwise distributed in violation of
the  Securities  Act  of  1933,  as  amended (the "Securities Act") or any other
applicable  federal  or state securities laws, (b) each Option Share certificate
may  be  imprinted  with  legends  reflecting  any  applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and  issue  "stop  transfer"  instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16  Reporting  Person,  the  Employee will furnish to the Company a copy of each
Form  4  or  Form  5  filed  by  said  Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.

     2.4.3  No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and  all  other  legal  requirements, have been fully complied with.  At no time
shall  the  total number of securities issuable upon exercise of all outstanding
options  under  this Plan, and the total number of securities provided for under
any  bonus  or  similar  plan  or  agreement  of  the Company exceed a number of
securities  which  is  equal to 30 percent of the then outstanding securities of
the  Company, unless a percentage higher than 30 percent is approved by at least
two-thirds of the outstanding securities entitled to vote.  The Company will use
reasonable  efforts  to  maintain  the effectiveness of a Registration Statement
under  the  Securities Act for the issuance of Stock Options and shares acquired
thereunder,  but  there may be times when no such Registration Statement will be
currently effective.  The exercise of Stock Options may be temporarily suspended
without  liability  to  the  Company  during  times  when  no  such Registration
Statement  is  currently  effective,  or  during  times  when, in the reasonable
opinion  of the Committee, such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having jurisdiction over
the  Company.  If any Stock Option would expire for any reason except the end of
its term during such a suspension, then if exercise of such Stock Option is duly
tendered  before  its  expiration,  such  Stock  Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the  end  of  such suspension.  The Company shall have no obligation to file any
Registration  Statement  covering  resales  of  Option  Shares.

     2.5  Continuous  Employment.  Except as provided in Paragraph 2.7 below, an
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Employee  may  not  exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of the date
such  leave of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is  a  member  of  the  Armed  Forces  of  the  United  States,


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<PAGE>
provided  that  the Employee returns to the employ of the Company within 90 days
(or  such  longer period as may be prescribed by law) from the date the Employee
first  becomes  entitled  to  a discharge from military service.  If an Employee
does  not  return  to  the  employ of the Company within 90 days (or such longer
period  as  may  be  prescribed by law) from the date the Employee first becomes
entitled  to  a  discharge from military service, the Employee's employment with
the  Company  shall  be  deemed to have terminated as of the date the Employee's
military  service  ended.

     2.6  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
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shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.

     2.7  Termination  of  Employment.
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     2.7.1 Upon  an  Employee's Retirement, Disability (both terms being defined
below)  or death, (a) all Stock Options to the extent then presently exercisable
shall  remain  in  full  force  and  effect and may be exercised pursuant to the
provisions  thereof,  and  (b)  unless  otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable  thereafter.  Unless  employment is terminated for cause, as defined
by  applicable  law,  the  right  to  exercise  in  the  event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:

          (i)  At  least  six months from the date of termination if termination
was  caused  by  death  or  disability.

          (ii) At  least 30 days from the date of termination if termination was
caused  by  other  than  death  or  disability.

     2.7.2 Upon  the termination of the employment of an Employee for any reason
other  than  those  specifically  set  forth  in  Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.

     2.7.3 For  purposes  of  this  Plan:

          (a)  "Retirement"  shall mean an Employee's retirement from the employ
of  the Company on or after the date on which the Employee attains the age of 65
years;  and

          (b)  "Disability"  shall  mean  total  and  permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.

     3.   Provisions  Relating  to  Awards.
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     3.1  Grant  of  Awards.  Subject  to  the  provisions  of  this  Plan,  the
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Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not  be  identical)  of  each  Award,  including  the  consideration  (if


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any)  to  be  paid  by the Employee for such the Common Stock, which may, in the
Committee's  discretion,  consist  of  the delivery of the Employee's promissory
note  meeting  the  requirements  of  Paragraph  2.4.1, (4) establish and modify
performance  criteria  for  Awards,  and  (5)  make  all  of  the determinations
necessary or advisable with respect to Awards under this Plan.  Each Award under
this  Plan  shall  consist of a grant of shares of the Common Stock subject to a
restriction  period (after which the restrictions shall lapse), which shall be a
period  commencing  on  the date the Award is granted and ending on such date as
the  Committee  shall  determine  (the "Restriction Period").  The Committee may
provide  for  the lapse of restrictions in installments, for acceleration of the
lapse  of  restrictions  upon  the  satisfaction  of  such  performance or other
criteria or upon the occurrence of such events as the Committee shall determine,
and for the early expiration of the Restriction Period upon an Employee's death,
Disability  or  Retirement as defined in Paragraph 2.7.3, or, following a Change
of  Control, upon termination of an Employee's employment by the Company without
"Cause" or by the Employee for "Good Reason," as those terms are defined herein.
For  purposes  of  this  Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:

               (a)  The Employee's continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company  specifying the manner in which he has willfully and materially breached
such  duties,  other  than  any  such  failure  resulting from Disability of the
Employee or his resignation for "Good Reason," as defined herein; or

               (b)  The  conviction  of  the  Employee  of  a  felony;  or

               (c)  The  Employee's  commission  of  fraud  in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional violation of law against the Company; or

               (d)  The Employee's gross misconduct causing material harm to the
Company.

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:

               (a)  The  assignment  to the Employee of duties inconsistent with
his  executive  status prior to the Change of Control or a substantive change in
the  officer or officers to whom he reports from the officer or officers to whom
he  reported  immediately  prior  to  the  Change  of  Control;  or

               (b)  The  elimination or reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately prior to the
Change  of  Control;  or

               (c)  A  reduction  by  the  Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or

               (d)  The  Company  requiring  the  Employee  to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or


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               (e)  The  failure  of  the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or

               (f)  The  failure  of  the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.13  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

     3.2  Incentive  Agreements.  Each  Award  granted  under this Plan shall be
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evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

     3.3  Amendment, Modification and Waiver of Restrictions.  The Committee may
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modify  or  amend  any  Award  under  this  Plan  or  waive  any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.

     3.4  Terms and Conditions of Awards.  Upon receipt of an Award of shares of
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the  Common  Stock  under  this  Plan,  even  during  the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.

     3.4.1 Except  as otherwise provided in this Paragraph 3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,  exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares.  Any purported disposition of such
the  Common  Stock  in  violation  of this Paragraph 3.4 shall be null and void.

     3.4.2 If  an Employee's employment with the Company terminates prior to the
expiration  of the Restriction Period for an Award, subject to any provisions of
the  Award  with  respect  to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.

     3.4.3 The Committee may require under such terms and conditions as it deems
appropriate  or  desirable  that  (a)  the  certificates  for  the  Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

     4.   Miscellaneous  Provisions.
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     4.1  Adjustments  Upon  Change  in  Capitalization.
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     4.1.1 The  number  and  class  of  shares subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of  Stock  Options  that  may  be granted under this Plan, the minimum number of
shares  as  to  which  a  Stock Option may be exercised at any one time, and the
number  and  class  of  shares  subject  to  each  outstanding  Award,  shall be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  the  Common  Stock which results from a split-up or
consolidation  of  shares,  payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to  their


                                        6
<PAGE>
terms),  a  combination  of shares or other like capital adjustment, so that (a)
upon  exercise  of  the  Stock Option, the Employee shall receive the number and
class  of  shares  the  Employee  would  have received had the Employee been the
holder of the number of shares of the Common Stock for which the Stock Option is
being  exercised  upon  the  date  of such change or increase or decrease in the
number  of  issued shares of the Company, and (b) upon the lapse of restrictions
of  the  Award Shares, the Employee shall receive the number and class of shares
the  Employee  would  have  received if the restrictions on the Award Shares had
lapsed  on  the  date  of  such  change or increase or decrease in the number of
issued  shares  of  the  Company.

     4.1.2 Upon  a  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  in  which  the Company survives as a wholly-owned subsidiary of
another  corporation, or upon a sale of all or substantially all of the property
of  the  Company  to  another  corporation,  or  any dividend or distribution to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or  other  provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares  and  Award  Shares provided for herein, the shares, securities or assets
which  would have been issuable or payable in respect of or in exchange for such
Option  Shares  and Award Shares then remaining, as if the Employee had been the
owner  of  such shares as of the applicable date.  Any securities so substituted
shall  be  subject  to  similar  successive  adjustments.

     4.2  Withholding  Taxes.  The  Company  shall have the right at the time of
          ------------------
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:

               (a)  The  withholding  of  Option  Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following the date of grant of such Stock Option or Award; and

               (b)  The  withholding  of  Option  Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's quarterly or annual summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.

     4.3  Relationship  to  Other  Employee  Benefit  Plans.  Stock  Options and
          -------------------------------------------------
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.

     4.4  Amendments  and  Termination.  The  Board of Directors may at any time
          ----------------------------
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.


                                        7
<PAGE>
     4.5  Successors  in  Interest.  The provisions of this Plan and the actions
          ------------------------
of  the Committee shall be binding upon all heirs, successors and assigns of the
Company  and  of  the  Employees.

     4.6  Other  Documents.  All  documents  prepared,  executed or delivered in
          ----------------
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.

     4.7  Fairness  of  the  Repurchase  Price.  In  the  event that the Company
          ------------------------------------
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).

     4.8  No  Obligation to Continue Employment.  This Plan and the grants which
          -------------------------------------
might  be  made  hereunder  shall  not  impose  any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.

     4.9  Misconduct  of  an  Employee.  Notwithstanding  any other provision of
          ----------------------------
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.

     4.10 Term of Plan.  No Stock Option shall be exercisable, or Award granted,
          ------------
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective January 8, 2004.  No Stock Options or Awards may be granted under this
Plan  after  January  8,  2014.

     4.11 Governing  Law.  This  Plan  and all actions taken thereunder shall be
          --------------
governed  by, and construed in accordance with, the laws of the State of Nevada.

     4.12 Approval.  This Plan must be approved by a majority of the outstanding
          --------
securities  entitled  to  vote  within  12  months  before or after this Plan is
adopted  or  the  date  the agreement is entered into.  Any securities purchased
before security holder approval is obtained must be rescinded if security holder
approval  is  not obtained within 12 months before or after this Plan is adopted
or the date the agreement is entered into.  Such securities shall not be counted
in  determining  whether  such  approval  is  obtained.

     4.13 Assumption  Agreements.  The  Company  will  require  each  successor,
          ----------------------
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such  additional provisions, if any, as the Committee shall require and approve,
in  order  to  preserve  such  benefits  to  the


                                        8
<PAGE>
Employees.  Without  limiting the generality of the foregoing, the Committee may
require  an  Assumption  Agreement  to  include  satisfactory  undertakings by a
successor:

               (a)  To  provide  liquidity  to  the  Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;

               (b)  If the succession occurs before the expiration of any period
specified  in  the Incentive Agreements for satisfaction of performance criteria
applicable  to  the Common Stock awarded thereunder, to refrain from interfering
with  the  Company's ability to satisfy such performance criteria or to agree to
modify  such  performance  criteria  and/or  waive  any  criteria that cannot be
satisfied  as  a  result  of  the  succession;

               (c)  To  require any future successor to enter into an Assumption
Agreement;  and

               (d)  To  take  or  refrain  from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.

     4.14 Compliance with Rule 16b-3.  Transactions under this Plan are intended
          --------------------------
to  comply  with  all  applicable conditions of Rule 16b-3 promulgated under the
Exchange  Act.  To  the  extent that any provision of this Plan or action by the
Committee  fails  to  so comply, it shall be deemed null and void, to the extent
permitted  by  law  and  deemed  advisable  by  the  Committee.

     4.15 Information to Shareholders.  The Company shall furnish to each of its
          ---------------------------
stockholders financial statements of the Company at least annually.

     IN  WITNESS WHEREOF, this Plan has been executed effective as of January 8,
2004.



                                          GATEWAY DISTRIBUTORS, LTD.


                                          By /s/ Richard A. Bailey
                                            ------------------------------------
                                            Richard A. Bailey, President


                                        9
<PAGE>