CONSULTING AGREEMENT
This
Consulting Agreement (the "Agreement") is made and entered into
this
1st day of March 2006, by and between Gateway Distributors, Ltd., a
Nevada
corporation ("GWDB"), whose principal place of business is 3220
Pepper Lane,
Las Vegas, Nevada 89120, and Steve Hayden (the "Consultant") at 941 East
Grand
Cerritos Ave, Las Vegas, Nevada 89120.
RECITALS
WHEREAS, Consultant is willing and capable of providing on a "best
efforts"
basis various mergers and acquisition, feasibility, fairness
opinions, legal
services and management services for and on behalf of GWDB in
connection with
GWDB's mergers and acquisition projects, joint ventures, strategic
alliances and
in connection with GWDB's compliance with state and Federal
securities laws and
regulations; and
WHEREAS, GWDB desires to retain the Consultant as an independent
Consultant
to provide the above-described consulting services, and the
Consultant desires
to be retained in that capacity upon the terms and conditions
hereinafter set
forth.
NOW
THEREFORE, in consideration of the mutual promises and
agreements
hereinafter set forth, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereto agree as follows:
CONSULTING SERVICES.
GWDB hereby retains the Consultant as an independent
Consultant to GWDB and the Consultant hereby accepts and agrees to
such
retention. The Consultant shall render to GWDB such services of an
advisory
or
consultative nature in order to assist GWDB in the analysis of
proposed
divestiture/sales or acquisitions that may benefit GWDB; rendering
of legal
advice and services in the structuring of divestitures,
acquisitions, joint
ventures, strategic alliances, and other business related matters;
and in
order to permit GWDB to comply with all state and Federal
securities laws
and
regulations.
TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be
available for
advice and counsel to the president and chief executive officer of
GWDB,
Rick
Bailey, at such reasonable and convenient times and places as may
be
mutually agreed upon. Except as aforesaid, the time, place and
manner of
performance of the services hereunder, shall be determined in the
sole
discretion of the Consultant; however, the Consultant will provide
a
minimum of 250 hours.
TERM OF AGREEMENT. The term of this Agreement shall be for 12
months; commencing
March 1, 2006 and terminating on March 1, 2007, unless terminated
as set
forth herein.
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COMPENSATION. In consideration of the services to be provided for
GWDB by the
Consultant, GWDB hereby agrees to the following deliverable
schedule for
compensation:
MERGERS AND ACQUISITIONS PROJECT CONSULTING. Upon execution of this
--------------------------------------------
Consulting Agreement and the commencement by the Consultant of
services to
be
rendered pursuant to this Agreement, GWDB agrees to issue and
deliver
400,000,000 shares of common stock as compensation to the
Consultant for
the
services to be rendered to GWDB. At the sole discretion of GWDB's
board
of
directors or by GWDB's president and chief executive officer, GWDB
may
thereafter provide an additional number of shares of common stock
at any
time
prior to the termination date of this Agreement, based upon
progress
reports, and/or within thirty (30) days of receipt, acceptance and
approval
by
GWDB of the final deliverables. GWDB agrees, as soon as
reasonably
practicable, to register the Shares for resale under the Securities
Act of
1933, as amended, pursuant to a registration statement filed with
the
Securities and Exchange Commission on Form S-8 (or, if Form S-8 is
not then
available, such other form of registration statement then
available).
CONFIDENTIALITY. The
Consultant covenants that all information concerning GWDB,
including proprietary information, which he obtains as a result of
the
services rendered pursuant to this Agreement shall be kept
confidential and
shall not be used by the Consultant except for the direct benefit
of GWDB,
nor
shall the confidential information be disclosed by the Consultant
to
any
third party without prior written consent of GWDB, provided,
however,
------------------
that
the Consultant shall not be obligated to treat as confidential,
or
return to GWDB copies of confidential information that (i) was
publicly
known at the time of disclosure to the Consultant; (ii) becomes
publicly
known or available thereafter other than by any means in violation
of this
Agreement or any other duty owed to GWDB by the Consultant, or;
(iii) is
lawfully disclosed to the Consultant by a third party or is
required by any
entity or court of competent jurisdiction or lawful request of
any
regulatory body or agency.
INDEPENDENT CONTRACTOR. The Consultant and GWDB hereby
acknowledge that the
Consultant is an independent contractor. The Consultant agrees not
to hold
himself out as, nor shall take any action from which others
might
reasonably infer that the Consultant is a partner or agent or a
joint
venturer with GWDB. In addition, the Consultant shall take no
action that,
to
the knowledge of the Consultant binds, or purports to bind, GWDB to
any
contract or agreement.
EXPENSES. Consultant covers typical expenses expected to be
incurred by the
Consultant. For other extraordinary expenses beyond minor daily
operating
expenses to perform services under this Agreement, GWDB shall
reimburse the
Consultant on demand, net 30 days,
