Page 1 of 2
CONSULTING AGREEMENT
This will confirm the arrangements, terms and conditions under which ▇▇▇▇▇▇ Rus
(hereinafter referred to as the "Consultant") has and will render services to
GATEWAY DISTRIBUTORS LTD, (hereinafter referred to as the "Company").
1. CONSULTING SERVICES. During the term of this Agreement, the consultant
will, at the Company's request, assist the Company in developing,
studying and evaluating merger and acquisition or investment proposals
relating to the Company, prepare reports and studies thereon when
deemed advisable, and assist in negotiations and discussions
pertaining thereto.
2. TERM. Consultant's engagement will commence on the date of execution
of this Agreement (the "Effective Date") and continue for a period of
two (2) months; provided, however, that the term may be extended by
mutual agreement of the parties and this Agreement may be terminated
at any time and for any reason, with or without cause, by either party
upon thirty (30) days written notice to the other.
COMPENSATION. In consideration of the services to be rendered and
performed by Consultant during the Consulting Period, the Company will
deliver to Consultant Nine Hundred Thousand (900,000) shares of GAWD
common stock delivered on or before December 31, 2004.
Such compensation is non-revocable and non-conditional except as
otherwise specified herein.
3. TRANSACTION FEES. The company is not engaging Consultant to introduce
the Company to a source for a financing. In the event that, with the
consent of the Company and pursuant to a separate agreement,
Consultant introduces to the Company a party which consummates an
Applicable Financing, as hereinafter defined, the Company will pay
upon the closing of the Applicable Financing, but not greater than the
fee that would be derived by applying a ▇▇▇▇▇▇ formula (five percent
(5%) of the first million dollars of part thereof, four percent (4%)
of the next million dollars of part thereof, three percent (3%) of the
next million dollars of part thereof, two percent (2%) of the next
million dollars of part thereof, and one percent (1%) of the amount by
which the gross proceeds from the Applicable Financing exceed four
million dollars) to the total amount of the applicable financing, or
(b) such separate and additional fee as may be mutually agreed upon by
the Company and Consultant not to exceed the fee rendered to in clause
(a) of this Section 4. Any fee shall be based solely on the proceeds
received by the Company. An Applicable Financing shall mean a private
placement of debt or equity securities with parties introduced to the
Company Consultant other than (i) a financing with a bank or
institutional or commercial lender, (ii) a secured financing,
including capital lease financing, (iii) a revolving credit or similar
financing, or (iv) a financing in connection
Initial:
_____ _____
Page 2 of 2
with an acquisition.
4. ACCESS. TO/AND USE OF INFORMATION. The Company will work together with
Consultant to provide any and all necessary documents and full access
to the Company's officers, directors, employees and accountants as are
reasonable requested by Consultant in order for it to provide the
Services.
5. RELATIONSHIP. Nothing herein shall constitute the Consultant as
employee or agent of the Company except or such an extent as might
hereafter be agreed upon for a particular purpose. Except as expressly
agreed, the consultant shall not have the authority to obligate or
commit the Company in any manner whatsoever.
6. ASSIGNMENT. This Agreement shall not be assignable by either party.
Agreed and Accepted by:
--------------------------
--------------------------
Agreed and Accepted by:
▇▇▇▇▇▇ Rus
--------------------------
Initial:
_____ _____
