Binding Letter Of Intent - MARSHALL HOLDINGS INTERNATIONAL, - 4-16-2007

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Binding Letter Of Intent - MARSHALL HOLDINGS INTERNATIONAL,  - 4-16-2007 Powered By Docstoc
					BINDING LETTER OF INTENT

                           Dated as of June 19, 2006,

                    Among GATEWAY DISTRIBUTORS, LTD.

                                     And

                    MARSHALL DISTRIBUTING, LLC AND
                    EMS BUSINESS DEVELOPMENT, INC,
                                       BINDING LETTER OF INTENT

THIS Binding Letter of Intent ("Agreement"), dated as of June 19, 2006 is by and among GATEWAY
DISTRIBUTORS, LTD., a Nevada corporation (the "Purchaser), and MARSHALL DISTRIBUTING, LLC,
3085 Directors Row, Salt Lake City, UT 84104, a Utah Limited Liability Company and EMS BUSINESS
DEVELOPMENT, INC., a California Corporation (collectively the "Company"V

                                                    RECITALS

A. The parties hereto wish to provide for the terms and conditions upon which the Purchaser will aquire
substantially all of the assets and assume all receivables and payables.

C, The parties hereto wish to make certain representations, warranties, covenants and agreements In connection
with The purchase of assets and assumption of liabilities and also to prescribe various conditions to such
transaction.

                                                  AGREEMENT

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

                                                   ARTICLE 1

                                            PURCHASE AND SALE

1.1 Assets To Be Purchased. Upon satisfaction of all conditions to the obligations of the parties contained herein
(other than such conditions as shall have been waived in accordance with the terms hereof), the Company shall
sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Company, at
the Closing (as hereinafter defined), all of the Company's right, title and interest in and to the assets, properties,
goodwill and rights of Marshall Distributing, LLC, as a going concern, of every nature, kind and description,
tangible and intangible, wherever located and whether or not carried or reflected on the books and records of the
Company as well as the specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to be
attached to the Final Purchase Agreement (as defined in Section 5.1 below) (hereinafter sometimes collectively
called the "Assets"), including without limitation all items reflected on the Company's latest balance sheet (the
"Latest Balance Sheet") a copy of which is to be attached to the Final Purchase Agreement as Exhibit "B", with
only such dispositions of such items reflected on the Latest Balance Sheet as shall have occurred in the ordinary
course of the Company's business between the date thereof and the Closing and which are permitted by the
terms hereof. Except as otherwise provided in this Agreement, the Assets shall be conveyed free and clear of any
mortgage, pledge, lien, security interest, encumbrance, claim, easement, restriction or charge of any kind or
nature (whether or not of record). The Assets shall also include the real property and improvements commonly
known as 3085 West 1100
South, Salt Lake City. Utah APN: 15-09-301-005-0000 (the "Real Property"). The Real Property is currently
owned by Terry Nielsen and leased to the Company. At Closing, title to the Real Property shall be conveyed to
and shall vest in the Purchaser (or Purchaser's nominee). Purchaser shall execute an all inclusive Installment note
(the "Note") in the principal sum of $770,000 payable to Terry Nielsen. The Note shall be secured by an all
inclusive deed of trust on the Property (the "Deed of Trust") which shall be inclusive of and Junior to the existing
note and deed of trust executed by Terry Nielsen and secured by the Real Property. The Note shall accrue
interest at the same rate as the underlying note; interest only payable monthly commencing one month following
the Closing. The principal and any unpaid interest shall be all due and payable as part of the Purchase Price as
provided in Section 1.3.2(a) below. The lease between the Company and Terry Nielsen will be terminated at the
Closing,

1.2 Assumptions of Liabilities. Upon satisfaction of all Closing conditions of the parties contained herein (other
than such conditions as shall have been waived in accordance with the terms hereof), the Purchaser, pursuant to a
liabilities undertaking in the form to be attached to the Final Purchase Agreement as Exhibit "C" ("Liabilities
Undertaking"), shall assume liabilities and obligations of the Company listed on Exhibit "C-1" attached thereto but
excluding those listed on Exhibit "C-2" attached thereto.

1.3 Purchase Price. The purchase price that the Purchaser shall pay for the Company's Assets shall be
$6,000,000 (the "Purchase Price"),

1.3.1 Payment of Debts. A portion of the Purchase Price (approximately $3,786,062) will be used to pay the
balance owing on the following obligations to Kathleen Janssen and/or Dean Janssen (the "Janssens").-
($1,025,000 Bank of Stockton #1, $437,450 Bank of Stockton #2, $748,612 Farmers & Merchants #1,
$75,000 Wells Fargo, $225,000 Kathy Janssen Personal Note #1, $525,000 Janssen Personal Note #2,
$750,000 Farmers & Merchants #2 to be drawn upon through transition) (hereafter collectively the "Janssen
Debts"). A portion of the Purchase Price (approximately $770,000) Will be paid to Terry Nielsen for the Real
Property as provided In Section 1.1 above

Notwithstanding the provisions of Section 1.2 and/or Exhibit "C" it is understood and agreed that the Janssens'
Debt will continue to be serviced by Purchaser throughout the Holding Period. Any accrued and unpaid interest
at the end of the Holding Period will be added to the Purchase Price and disbursed and paid from the escrow
account as a component of the Purchase Price.

1.3.2 Security Escrow Account and Payment. The Purchase Price will be fully secured by: (a) the Assets
(together with the assets of Purchasers or its affiliated company Which acquire Assets and/or succeed to the
business operations of Marshall Distributing, LLC ; and (b) 12 million shares of Cal-Bay International, Inc.
preferred B stock (the "CBAY Shares") owned by Purchaser. Purchaser will deposit Into an escrow account (to
be agreed upon by the parties) the 12 million CBAY shares which shall be restricted for one year and which shall
be retained in escrow as part of the security for the full and timely payment of the Purchase Price. At the Closing
Purchase shall
provide the escrow holder with irrevocable instructions to pay the Purchase Price in full on or before the
fourteenth (14th) month after the Closing (the "Holding Period"). At the end of the Holding Period the CBAY
Shares shall (to the extent necessary) be sold by the escrow holder and the proceeds disbursed as follows:

a, First, to the Company (for the benefit of the Janssens and Terry Nielsen) in the following amounts: (i) the
unpaid balance of the Janssen Debts to the Janssens; and (II) unpaid balance on the Note and Deed of Trust
(approximately $770,000) in favor of Terry Nielsen.

b. Second, One Million Dollars to the Janssens.

c. Third, the remainder of the Purchase Price will be disbursed to the

Company.

1.3.3 Assurances. Subject to payment of the Purchase Price, the Company shall, immediately after payment of
the Purchase Price satisfy the outstanding Janssen Debt and the balance owing on the existing underlying note and
deed of trust encumbering the Real Property

1.4 Closing. A closing (the "Closing") will be held on or before June 30, 2006 ("Closing gate"), provided,
however, that if any of the conditions not satisfied or waived by such date, then the party to this Agreement which
Is unable to satisfy such condition or 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 "Termination Date" which, shall be July 30, 2006. The Closing shall be
held at the

Company's office unless the parties otherwise agree.

1.5 Purchaser's Default. If within fourteen (14) months following the Closing, the Purchase Price has not been
paid in full the Company shall have the right, in its sole and absolute discretion to terminate the Final Purchase
Agreement by providing Purchaser and the escrow holder of its election to terminate. In the event the Company
elects to terminate the Final Purchase Agreement as provided in this Section 1.5: (a) the Final Purchase
Agreement will terminate; (b) escrow holder shall liquidate sufficient CBAY Shares held in the escrow account
and shall pay to the Company (on behalf of Purchaser) the sum of $200,000.00 in consideration for the
Company having entered into the Final Purchase Agreement and having removed the business from the market
place; (c) all Assets as well as any assets of the Purchaser or affiliated company that acquires the Assets or
succeeds to the Business Operations of the Company (as defined below) shall thereupon be deemed assigned to
the Company, and (d) possession and title to the Real Property shall be reconveyed to Terry Nielsen. Title shall
be free and clear of all matters of record, save and except those matters of record at the Closing. If termination
occurs pursuant to this
Section 1.5, the parties will cooperate to return the Assets, Real Property and the then current Business
Operations to The Company. Purchaser will be responsible for ad business expenses and will be
entitled to collect, all revenues attributable to the Business Operations for the time period from the Closing to the
date of termination. The Company will pay all business expenses and retain all revenues attributable to the
Business Operations for the time period after the termination date. The parties will reconcile their respective
expenses and revenues within ninety (90) days after the termination date.

               ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company hereby represents and warrants to the Purchaser as of the date hereof as follows;

2.1 Corporate Organization. Marshall Distributing, LLC, is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of Utah, has full corporate power and authority to carry
on its business as it is now being conducted and to own, lease and operate its properties and assets. EMS
Business Development, Inc., is a California corporation, validly existing and in good standing under the laws of
the State of California and is qualified and licensed to do business as it is now being conducted. The Company is
duly qualified or licensed to do business as a foreign limited liability company in good standing In every other
jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the
conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to
be so qualified or licensed and in good standing would not, individually or in the aggregate, have a material
adverse effect on the Company. The Company has heretofore delivered to the Purchaser complete and correct
copies of its articles or certificate of organization and bylaws, as presently in effect. The Company has no
subsidiaries.

2.2 Machinery. Equipment. Vehicles and Personal Property. Exhibit "B" to be attached to the Final Purchase
Agreement lists all machinery, equipment, vehicles, furniture, fixtures and other personal property owned or
leased by the Company (the "Inventory").

2.3 Receivables and Payables.

(a) Receivables and Payables will be accepted by the Purchaser based on the Latest Balance Sheet to be
attached to the Final Purchase Agreement as Exhibit "B" and initialed by both parties.

2.4 Intellectual Property Rights. The Company owns the industrial and intellectual property rights, including
without limitation the patents, patent applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, computer programs and other computer software,
Inventions, know-how, trade secrets, technology, proprietary processes and formulae (collectively, "Intellectual
Property Rights"), if any described on Exhibit "B" to be attached to the Final Purchase Agreement.
2.5 Litigation. To the knowledge of the Company, there is no legal, administrative, arbitration, or other
proceeding, suit, claim or action of any nature or investigation, review or audit of any kind (including without
limitation a proceeding, suit, claim or action, or an investigation, review or audit, involving any environmental Law
or matter), judgment, decree, decision, injunction, writ or order pending, noticed, scheduled or threatened or
contemplated by or against or involving the Company, its assets, properties or businesses or its members,
officers, agents or employees (but only in their capacity as such), whether at law or In equity, before or by any
person or entity or authority, or which questions or challenges the validity of this Agreement or any action taken
or to be taken by the parties hereto pursuant to this Agreement or in connection with the transactions
contemplated herein.

2.6 Tax Matters.

,(a) Tax Returns. The Company has duly and timely filed all tax and Information reports, returns and related
documents required to be filed by it with respect to the income-type, sales/use-type and employment-related
taxes of the United States and the states and other jurisdictions,

(b) Cooperation on Tax Matters. The Purchaser, the Company and the members shall cooperate fully, as and to
the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit,
litigation or other proceeding with respect to taxes. Such cooperation shall include the retention and (upon the
other party's request) the provision of records and information which are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually convenient basis to provide
additional information and explanation on any material provided hereunder.

(c) No Pending Claims. There are no pending or, to the Company's knowledge, threatened audits, investigations,
claims, suits, grievances or other proceedings, and there are no facts that could give rise thereto, involving,
directly or indirectly, any Pension Plan, Welfare Plan, or Compensation Ian, or any rights or benefits hereunder,
other than the ordinary and usual claims for benefits by participants, dependents or beneficiaries.

              ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser, jointly and severally, represents and warrants to the Company as of the date hereof as follows:

3,1. Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada. The Purchaser is qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where the nature of the activities conducted by it or the character of the
property owned, leased or operated by it make such qualification necessary or appropriate, except for those
jurisdictions where the failure to be so qualified has not and could not reasonably be expected to have a material
adverse effect on the ability of the Purchaser to fulfill its obligations under this Agreement.

3.2. Authorization. The Purchaser has full corporate power and authority to enter into this Agreement and to
carry out the transactions contemplated herein and therein. The Boards of Directors of the Purchaser have taken
all action required by law, their respective articles of incorporation and bylaws or otherwise to authorize the
execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
herein. This Agreement is the valid and binding legal obligation of the Purchaser enforceable against it in
accordance with Its terms.

3.3 CBAY Shares. Purchaser is the sole owner of the CBAY Shares, free and clear of any. liens or
encumbrances, save and except the restrictions imposed on all preferred B shares issued by CBAY.

3.4 Solvency. Purchaser and any entity or person that owns or controls Purchaser are not bankrupt or insolvent
under any applicable Federal state standard, have not filed for protection or relief under any applicable
bankruptcy or creditor protection statute and have not been threatened by creditors with an involuntary
application of any applicable bankruptcy or creditor protection statute.

3.5 Material Facts. Neither this Agreement, nor any of the Exhibits hereto, nor any document, certificate, or
statement referred to herein or furnished to th Company by Purchaser In connection with the transaction
contemplated herein (whether delivered prior to, simultaneously with, or subsequent to the execution of this
Agreement) contains any untrue statement of material fact, or omits to state a material fact in any way concerning
the Purchaser or the transaction contemplated hereby,

3.6 Operations During Holding Period. Purchaser covenants and agrees that during the period from the Closing
and continuing through the end of the Holding Period:

a. Purchaser (or an affiliate of Purchaser) shall continue to manage and operate the Company's business
operations (the "Business Operations") in accordance with Company's current practices. Purchaser shall make no
change in Company's current management, practices and policies regarding the Business Operations unless It
receives the Company's prior written consent thereto.

b. Purchaser shall pay its employees all wages, salaries and benefits of any kind, including without limitation,
vacation accruing to such employees in a timely manner and the Company shall have no duty or obligation to pay
any salary, benefits, or other compensation to Purchaser's employees for the time period following the Closing.

c. Purchaser shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the
Assets, the assets acquired as a result of the Business Operations following the Closing or any interest therein
except: (i) for
inventory in the ordinary course of the Business Operations: or (if) if the Company consents thereto in writing,

d. Purchaser shall not terminate, modify, extend, amend or assign any lease or contract or enter into any new
lease or contract without the prior written consent of the Company except that the consent of Company shall not
be necessary for new contracts which are entered into in the ordinary course of business.

e. Purchaser shall maintain in full force and effect, the same insurance coverages currently maintained by
Company in conjunction with its business operations.

f. Upon prior notice and at reasonable times Company shall have access to the Real Property and the Assets to
inspect same to assure that Purchaser is complying with the requirements of this Agreement. A monthly review of
the Assets, Real Property and Business Operations by the Company is contemplated and is here by agreed to be
reasonable.

3.7 Purchaser's Default. Purchaser acknowledges that each of Purchaser's covenants set forth in Section 3.6 are
material to the Company entering into this Agreement as well as the Final Purchase Agreement. Purchaser and
the Company expressly agree that the Company shall have the absolute right to terminate this Agreement and/or
the Final Purchase Agreement at any time should the Company, in the Company's sole and absolute discretion,
determine that the Purchaser or its affiliated company conducting the Business Operations is in default of has
breached any of the covenants set forth in Section 3.6 above. In the event the Company elects to terminate the
Final Purchase Agreement as provided in this Section 3.7: (a) the Final Purchase Agreement will terminate;
(b) escrow holder shall liquidate sufficient CBAY Shares held in the escrow account and shall pay to the
Company (on behalf of Purchaser) the sum of $200,000,00 in consideration for the Company having entered into
the Final Purchase Agreement and having removed the business from the market place; (c) all Assets as well as
any assets of the Purchaser or affiliated company that acquires the Assets or succeeds to the Business Operations
of the Company shall thereupon be deemed assigned to the Company; and (d) possession and title to the Real
Property shall be reconveyed to Terry Nielsen. Title shall be free and clear of all matters of record, save and
except those matters of record at the Closing. If termination occurs pursuant to this Section 3.7. the parties will
cooperate to return the Assets, Real Property and the then current Business Operations to the Company.

4.1 Confidentiality. Each of the parties hereto agrees that it will not use, or permit the use of, any of the
information relating to any other party hereto furnished to ft in connection with the transactions contemplated
herein ("Information") in a manner or for a purpose detrimental to such other party or 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 ft exercises the same care as it takes with respect to its own similar information. The
Confidentiality section of this agreement shall be in force throughout the duration of the pre-closing term and shall
be in effect until closing.

4.2 Public Announcements. None of the parties hereto shall make any public announcement with respect to the
transactions contemplated herein without the prior written consent of the other parties, which consent shall not be
unreasonably withheld or delayed; provided, however, that any of the parties hereto may at any time make any
announcements which are deemed by its counsel to be required by applicable Law so long as the party so
required to make an announcement promptly upon learning of such requirement notifies the other parties of such
requirement and discusses with the other parties in good faith the exact proposed wording of any such
announcement

                          ARTICLE 5 TERMINATION OF LETTER OF INTENT

5.1 Termination, This Letter of intent contains the essential terms and conditions of the proposed purchase and
sale between the Company and Purchaser but is not intended to be representative of all the terms and conditions
that will be included in the final purchase agreement.

If a copy of this letter executed by both the Company and the Purchaser is not received by the Company on or
before June 23, 2006, the foregoing proposal and this agreement shall terminate and be of no further force or
effect. If this Letter of Intent is executed by the Company and Purchaser on or before June 23, 2006, the
Purchaser shall proceed with an initial draft of the proposed final purchase agreement (the "Final
Purchase Agreement") which shall be presented to the Company within ten (10) days from the last signature to
this letter.

The Company and Purchaser each agree to use good faith efforts to negotiate and execute a Final Purchase
Agreement within forty-five (45) days from the date of the last signature to this letter. While such negotiations are
ongoing, the parties' only binding obligations are to (i) negotiate with each other in good faith; and (II) maintain
the terms and conditions of this letter in strict confidence. In the event a Final Purchase Agreement has not been
executed by both the Company and the Purchaser within forty-five (45) days from the date of the last signature
hereto, this Agreement shall thereupon automatically cease, terminate and be of no further force and effect.

5.2 Governing Law. This Agreement and the legal relations among the parties 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,

5.3 Arbitration. With the sole exception of the injunctive relief contemplated by Section 9.11, any controversy or
claim arising out of or relating to this 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 located in the State of Nevada for this purpose.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.

"PURCHASER"
GATEWAY DISTRIBUTORS, LTD.

By: Date: Richard A. Bailey,
President / CEO

"COMPANY"
Marshall Distributing, LLC

By:

Date:
EMS Business

Development By:
         AGREEMENT BY AND BETWEEN GATEWAY DISTRIBUTORS LTD, A
                          NEVADA CORPORATION,
       AND NIELSEN AND PLANTE LLC, A UTAH LIMITED LIABILITY COMPANY

FOR CONSIDERATION OF SERVICES PERFORMED BY NIELSEN AND PLANTE LLC, GATEWAY
DISTRIBUTORS LTD WILL DISTRIBUTE THE VALUE IN SHARES OF CAT-BAY
INTERNATIONAL, INC. PREFERRED 6 RESTRICTED STOCK (THE "CBAY SHARES") BY THE
FOLLOWING:

10 MILLION CBAY SHARES OF STOCK WILL BE VALUED ON THE FINAL DAY OF THE
FOURTEENTH MONTH AFTER CLOSING THE MARSHALL DISTRIBUTING ASSET
ACQUISITION. TO THE EXTENT THAT ANY OF THOSE SHARES WERE LIQUIDATED PREVIOUS
TO THAT DATE, THE LIQUIDATION PROCEEDS OF THOSE SHARES SOLD WILL BE USED TO
CALCULATE THE VALUE ON THE FINAL CLOSING DATE. TO THE ACCENT THAT ANY OF THE
TEN MILLION SHARES ARE REMAINING ON THE FINAL CLOSE DATE, THEY WILL BE VALUED
AT THE CLOSING PRICE ON THAT DATE, THE DIFFERENCE BETWEEN 60 CENTS PER SHARE
AND 1,00 DOLLAR PER SHARE

WILL BE DISTRIBUTED TO NIELSEN AND PLANTE LLC IN SHARES OF CBAY STOCK BASED
UPON THE CLOSING MARKET PRICE ON THE FINAL CLOSE DATE, BECAUSE THE LIMITED
MARKET FOR CBAY SHARES THE VALUE OF THE SHARES TO NIELSEN AND PLANTE WILL BE
REALIZED VALUE WHEN SOLD.

                            By:                                      Date:
                               -------------------------------------
                            Richard A. Bailey,
                            President / CEO


                                                               Date:
                      President    /   CEO

                  Nielsen   and   Plante   LLC

                      By:                                      Date:
                         -------------------------------------
                      Terry Nielsen,




Managing Member
ASSIGNMENT

                                                      AND
                                                  BILL OF SALE

This instrument is executed as of June 30, 2006 by Marshall Distributing, L.L.C., a Utah limited liability company
and EMS Business Development, Inc., a California corporation (hereinafter collectively "Assignor") and Gateway
Distributors, Ltd., a Nevada corporation (hereinafter the "Assignee"):

For valuable consideration Assignor hereby sells, assigns and transfers to the Assignee all Assignor's right, title,
and interest in and to all contracts, goodwill, leasehold interests, trade names and other intangible assets of that
certain herbal and health food supplement distributing business operated by Marshall Distributing, L.L.C., located
at 3085 Directors Row, Salt Lake City, UT 84104, specifically including but not limited to those described in
Schedule I attached hereto.

            Dated   as   of   June   30,   2006

            ASSIGNOR:                                       ASSIGNEE:

            Marshall Distributing, LLC,                     Gateway Distributors,        Ltd.
            a Utah limited liability company                a Nevada corporation

            By:                                             By:
               ---------------------------------               ---------------------------------


            By:                                             By:
               ---------------------------------               ---------------------------------


            EMS Business      Development,     Inc.,
            a California      corporation

            By:
               ---------------------------------


            By:
               ---------------------------------
SCHEDULE I
CONTRACT FOR SALE OF BUSINESS AND ASSETS

This agreement ("Agreement") is made as of June 30, 2006, between Marshall Distributing, L.L.C., a Utah
limited liability company and EMS Business Development, Inc., a California corporation (collectively "Seller"),
Terry D. Nielsen ("Property Owner") and Gateway Distributors, Ltd., a Nevada corporation, ("Buyer").

                                                     RECITALS

A. The Seller is the owner and operator of a herbal and health food supplement distributing business (the
'Business Operations") with its principal business office located at 3085 West 1100 South Salt Lake City, Utah,
84104, (the "Property"). Sellers assets relating to the Business Operations are hereinafter referred to as the
"Business Assets" and are described in Exhibit "A" attached hereto.

B. Property Owner owns the Property and currently leases the Property to Seller.

C. Seller desires to sell and Buyer desires to purchase the Business Operations and Business Assets from Seller
upon the terms and conditions set forth herein.

D. Property Owner desires to sell and Buyer desires to purchase the Property from the Property Owner upon
the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, Buyer, Seller and Property Owner agree as follows:

1. Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, Seller and
Property Owner shall sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase and acquire
from Seller and Property Owner the following:

a. The Business Operations as conducted by Seller as of June 30, 2006.

b. The Business Assets of the Seller which are utilized in conjunction with the Business Operations as of June 30,
2006, specifically including all right, title and interest in and to the assets, personal properties, goodwill and rights
as a going concern, of every nature, kind and description, tangible and intangible, wherever located and whether
or not carried or reflected on the books and records of the Seller. The Business Assets shall include, without
limitation, all items reflected on the Seller's June 30, 2006 balance sheet (the "Balance Sheet") a copy of which is
attached hereto as Exhibit "A". The Business assets shall only include those assets of E.M.S. Business
Development, Inc., which are described on Exhibit "A-1" attached hereto. All other assets of E.M.S. Business
Development, Inc., are excluded form the Business Assets. Except as otherwise provided in this Agreement, the
Business Assets shall be conveyed at the Closing (as defined below) free and clear of any mortgage, pledge, lien,
security interest, encumbrance, claim, easement, restriction or charge of any kind or nature (whether or not of
record).

                                                            1
c. The Property which shall be free and clear of all liens, encumbrances and other matters of record except for
items ______________________________ and ______________ (the "Permitted Exceptions") shown on the
preliminary title report ("PTR") attached hereto as Exhibit "B". Seller and Property Owner shall mutually terminate
their existing lease agreement pertaining to the Property (the "Lease") at the Closing.

2. Purchase Price. The purchase price for the Business Operations, Business Assets and the Property (the
"Purchase Price") shall be $6,000,000.00 plus Buyer's assumption of the liabilities set forth in the Liabilities
Undertaking attached hereto as Exhibit "C". The Purchase Price shall be allocated as follows:

                                              Business Operations $

                                                 Business Assets $

                                                     Property $

                                              Total Purchase Price $

3. Payment of Purchase Price. The Purchase Price shall be paid as follows:

a. On or before the Closing Date, Buyer shall execute and deliver to Seller Buyer's promissory note in the sum of
Five Million Two Hundred Thirty Thousand and No/100 Dollars ($5,230,000.00) (the "Operations & Assets
Note") in the form attached as Exhibit "D". The Operations & Assets Note shall be secured as provided in the
Security Agreement attached hereto as Exhibit "E" and the Financing Statement UCC-1 attached hereto as
Exhibit "F".

b. On or before the Closing Date, Buyer shall execute and deposit in Escrow an all inclusive installment note (the
"Property Note") in the principal sum of Seven Hundred Seventy Thousand and No/100 Dollars ($770,000.00)
payable to the Property Owner in the form attached hereto as Exhibit "G". The Property Note shall be secured
by an all inclusive deed of trust on the Property (the "Property Deed of Trust") which shall be in the form attached
hereto as Exhibit "H".

c. On or before the Closing Date, Buyer shall execute and deliver to Seller the Liabilities Undertaking and shall
assume the liabilities as provided in this Agreement.

d. Seller and Property Owner covenant and agree that:

i. a portion of the Operations & Assets Note proceeds (approximately $3,786,062) will be used to pay the
balance owing on the following obligations which are currently owed by the Seller and/or its affiliates to Kathleen
Janssen and/or Dean Janssen (the "Janssens"): ($1,025,000 Bank of Stockton #1, $437,450 Bank of Stockton
#2, $748,612 Farmers & Merchants #1, $75,000 Wells Fargo, $225,000 Kathy Janssen Personal Note #1,
$525,000 Janssen Personal Note #2, $750,000 Farmers & Merchants #2 to be drawn upon through transition)
(hereafter collectively the "Janssen Debts"); and

                                                          2
ii. the proceeds from the Property Note (approximately $770,000) will be paid to the Property Owner for the
Property as provided in Paragraph 2 above and the Property Owner shall satisfy and discharge the underlying
note and underlying deed of trust. Seller and Property Owner further covenant and agree that the proceeds from
the Purchase Price shall be applied as follows:

iii. First to the unpaid balance of the Janssen Debts to the Janssens;

iv. Second to pay the unpaid balance on the Property Note and the Property Deed of Trust; ($770,000) in favor
of Terry Nielsen;

v. Third, One Million Dollars to the Janssens;

vi. Fourth, the remainder of the Purchase Price will be disbursed to the Seller.

Notwithstanding the pro visions of this subparagraph 3 above, it is understood and agreed that the Janssens' Debt
will continue to be serviced by Buyer throughout the Holding Period. Any accrued and unpaid interest at the end
of the Holding Period will be added to the Purchase Price and to the Operations & Assets Note.

e. Payment of the Purchase Price will be secured by the (a) Business Operations; and (b) the Business Assets
and (c) 12,000,000 shares of Cal-Bay International, Inc., preferred B Stock (the "CBAY Shares") owned by
Buyer. Buyer will deposit into an escrow account with ("Escrow Holder") the CBAY Shares which shall be
restricted for one year and which shall be retained by Escrow Holder as part of the security for the full and timely
payment of the Purchase Price. At the Closing Buyer shall provide the Escrow Holder with irrevocable
instructions to pay the Purchase Price in full on or before the fourteenth (14th) month after the Closing (the
"Holding Period"). Said instructions shall further provide that if the Purchase Price has not been paid in full at the
end of the Holding Period, the CBAY Shares shall (to the extent necessary) be sold by the Escrow Holder and
the proceeds shall be used to pay the Purchase Price.

4. Representations, Warranties and Covenants of Seller. In order to induce Buyer to enter into this Agreement,
Seller represents, warrants and covenants to Buyer that:

a. Marshall Distributing, LLC is a limited liability company duly organized, validly existing and in good standing
under the laws of the state of Utah, and is qualified and licensed to do business as it is now being conducted.

b. EMS Business Development, Inc., is a California corporation, validly existing and in good standing under the
laws of the State of California and is qualified and licensed to do business as it is now being conducted.

c. The Seller has good and marketable title to the Business Assets free and clear of all mortgages, pledges,
charges, security interests, encumbrances and any other liens of any nature whatsoever except as described
herein and/or shown on the Balance Sheet.

                                                          3
d. The Property Owner has and shall deliver good and marketable title to the Property except or the Permitted
Exceptions shown on the PTR.

e. Upon execution of this Agreement by all parties this Agreement shall be a valid and binding Agreement of
Seller except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors'
rights.

f. There are no suits or claims relating to the Seller, the Property Owner, the Business Operations, the Business
Assets, or the Property which are currently pending against Seller, or the Property Owner which have been
threatened or asserted against Seller or the Property Owner.

g. Except as disclosed pursuant to this Agreement, there are no liabilities (whether absolute or contingent,
liquidated or unliquidated, due or to become due) relating to the Seller or the Property, nor has any condition
existed or event occurred which could reasonably be expected to give rise to such liability.

5. Representations, Warranties and Covenants of Buyer. In order to induce Seller and Property Owner to enter
into this Agreement, Buyer represents, warrants and covenants to Seller and Property Owner that:

a. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of
Nevada and is qualified and licensed to do business as it is now being conducted.

b. The Buyer has full corporate power and authority to enter into this Agreement and to carry out the transactions
contemplated herein. The Boards of Directors of the Buyer have taken all action required by law, their respective
articles of incorporation and bylaws or otherwise to authorize the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein.

c. Upon execution of this Agreement by all parties this Agreement shall be a valid and binding legal obligation of
the Buyer enforceable against it in accordance with its terms.

d. Buyer is the sole owner of the CBAY Shares, free and clear of any liens or encumbrances save and except the
restrictions imposed on all preferred B shares issued by CBAY.

e. Buyer and any entity or person that owns or controls Buyer are not bankrupt or insolvent under any applicable
Federal state standard, have not filed for protection or relief under any applicable bankruptcy or creditor
protection statute and have not been threatened by creditors with an involuntary application of any applicable
bankruptcy or creditor protection statute.

f. Neither this Agreement, nor any of the Exhibits hereto, nor any document, certificate, or statement referred to
herein or furnished to the Seller by Buyer in connection with the transaction contemplated herein (whether
delivered prior to,

                                                         4
simultaneously with, or subsequent to the execution of this Agreement) contains any untrue statement of material
fact, or omits to state a material fact in any way concerning the Buyer or the transaction contemplated hereby.

g. Purchaser covenants and agrees that during the period from the Closing and continuing through the end of the
Holding Period that:

i. Buyer shall continue to manage and operate the Seller's Business Operations in accordance with Seller's current
practices and that Buyer shall make no change in Seller's current management, personnel, practices or policies
regarding the Business Operations unless it receives the Seller's prior written consent thereto.

ii. Buyer shall pay its employees all wages, salaries and benefits of any kind, including without limitation, vacation
accruing to such employees in a timely manner and the Seller shall have no duty or obligation to pay any salary,
benefits, or other compensation to Buyer's employees for the time period following the Closing.

iii. Buyer shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the
Business Assets; the assets acquired as a result of the Business Operations following the Closing; or any interest
therein except (a) for inventory in the ordinary course of the Business Operations; or (b) if the Seller consents
thereto in writing.

iv. Buyer shall not terminate, modify, extend, amend or assign any lease or contract or enter into any new lease or
contract without the prior written consent of the Seller except that the consent of Seller shall not be necessary for
new contracts which are entered into in the ordinary course of business.

v. Buyer shall maintain in full force and effect, the same insurance coverages currently maintained by Seller in
conjunction with its Business Operations.

vi. Upon prior notice and at reasonable times Seller shall have access to the Property and the Business Assets to
inspect the same to and assure that Buyer is complying with the requirements of this Agreement.

vii. Buyer acknowledges and agrees that a monthly review of the Business Operations, Business Assets and the
Property are contemplated by the Seller and Seller shall be provided access to the Property, Business Assets and
Buyer's business records during normal business hours for such purposes.

6. Conditions Precedent to Buyer's Obligation to Close. Buyer's obligation to purchase the Business Operations,
Business Assets and Property and to take the other actions required to be taken by Buyer on or before the
Closing is subject to the satisfaction or waiver by Buyer of each of the following conditions on or before the
Closing Date:

                                                          5
a. Each of Seller's representations and warranties in this Agreement shall have been accurate in all material
respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the
Closing as if then made.

b. Each of the covenants and obligations that Seller is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing shall have been duly performed and complied with in all material respects.

c. Any consents required to sell assign and transfer the Business Operations, Business Assets and the Property to
Buyer shall have been obtained and shall be in full force and effect.

d. Seller shall have caused the following documents to be delivered (or tendered subject only to Closing) to
Buyer:

i. A copy of each of the Seller's articles of organization and all amendments thereto.

ii. Certificates or other documents dated as of a date not earlier than the thirty business days prior to the Closing
confirming the good standing of Marshall Distributing, LLC in the State of Utah and EMS Business Development,
Inc., in the State of California.

iii. An Assignment and Bill of Sale in the form attached hereto as Exhibit "I".

iv. a termination of the Lease executed by both Seller and the Property Owner.

v. Escrow Holder's commitment to issue Title insurance insuring that fee title to the Property is held by Buyer free
and clear of all easements, liens, encumbrances, covenants and/or restrictions, except the Permitted Exceptions.

7. Conditions Precedent to Seller's Obligation to Close. Seller's obligations to sell the Business Operations,
Business Assets and the Property and to take the other actions to be taken by Seller on or before the Closing are
subject to the satisfaction or waiver by Seller of each of the following conditions on or before the Close of
Escrow:

a. Each of Buyer's representations and warranties in this Agreement shall have been accurate in all material
respects as of the date of this Agreement, and shall be accurate in all material respects as of the time of the
Closing as if then made.

b. Each of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this
Agreement at or prior to the Closing shall have been performed and complied with in all material respects.

c. Buyer shall cause each of the following documents to be duly executed and delivered to Seller on or before the
Close of Escrow:

i. Operations & Assets Note;

                                                          6
ii. Security Agreement;

iii. Financing Statement;

iv. Property Note;

v. Property Deed of Trust; and

vi. Liability Undertaking.

d. Buyer shall have deposited the CBAY Shares with Escrow Holder and the duly executed irrevocable escrow
instruction as provided in paragraph 3e above.

8. Termination. Buyer acknowledges that each of Buyer's representations, warranties and covenants set forth in
paragraph 5 above are material to the Seller entering into this Agreement. Buyer and Seller expressly agree that
the Seller shall have the absolute right to terminate this Agreement at any time should the Seller in the Seller's sole
and absolute discretion, determine that the Buyer is in default of or has breached any of the representations,
warranties and/or covenants set forth in Paragraph 5 above. In the event the Seller elects to terminate this
Agreement as provided in this paragraph 8:

a. Seller shall give written notice to Buyer of its election to terminate and except as otherwise provided in this
paragraph 8 the Agreement will terminate and be of no further force or effect.

b. Escrow Holder shall liquidate sufficient CBAY Shares held in the escrow account and shall pay to the Seller
(on behalf of Buyer) the sum of $200,000.00 in consideration for the Seller having entered into this Agreement
and having removed the business from the market place.

c. The Business Operations shall be immediately turned over to Seller.

d. All Business Assets as well as any additional Business Assets acquired as a result of the Business Operations
conducted after the Closing shall thereupon be deemed assigned to the Seller and possession thereof shall
immediately be returned to Seller.

e. Possession and title to the Property shall immediately be reconveyed to the Property Owner. Title to the
Property, shall be free and clear of all matters of record, save and except those matters of record at the Closing.

f. If termination occurs pursuant to this paragraph 8, the parties will cooperate to return the Business Operations
and Business Assets to the Seller and the Property to Property Owner.

9. Indemnity Agreement. Other than the Seller's liabilities expressly assumed by Buyer as provided herein, Seller
shall indemnify and hold Buyer harmless from any and all liabilities, obligations and claims arising out of or relating
to: a) the Business Operations conducted by the Seller prior to the Closing; or b) the ownership or operation of
the Business

                                                           7
Assets by Seller prior to the Closing; or c) the use and/or ownership of the Property by the Seller and/or
Property Owner prior to the Closing.

10. Buyer's Indemnity Agreement. Other than the Seller's obligation to discharge the Janssen's Debt and the
Property Note and Property Deed of Trust as provided in paragraph 3d above, Buyer shall indemnify and hold
Seller and Property Owner harmless from any and all liabilities, obligations and claims arising out of or relating to:
a) the Business Operations conducted by the Buyer after the Closing; or b) the ownership or operation of the
Business Assets by Buyer after the Closing; or c) the use and/or ownership of the Property by the Buyer after the
Closing.

11. Compliance With Bulk Sales Law. Buyer and Seller each waive the requirement, if any, to publish, record or
otherwise prove any notices of this transaction to Seller's creditors or other third parties. The parties have agreed
that since the balance of the Purchase Price is payable at the end of the Holding Period that any such notice need
not be given as part of this purchase and sale.

12. As Is Condition.

a. Buyer hereby acknowledges and agrees that except and only as expressly set forth in this Agreement, neither
Seller, Property Owner nor anyone acting for or on behalf of Seller or Property Owner has made any
representations, warranties or promises whatsoever to Buyer concerning (i) The Business Operations, Business
Assets and/or the Property or any part thereof (including, without limitation, the presence or absence of any
Hazardous Materials as defined by any environmental statutes or regulations); (ii) the feasibility, desirability or
suitability of Business Operations, Business Assets and/or the Property or any part thereof for Buyer's intended
use or for any other particular use or purpose; (iii) the compliance or non-compliance of Business Operations,
Business Assets and/or the Property or any part thereof with any applicable laws, rules or regulations, including,
without limitation, licenses, use permits, building codes, fire and safety codes; (iv) the accuracy or completeness
of any business records, returns or reports provided by Seller to Buyer.

b. Buyer further acknowledges and agrees that (i) except and only as expressly set forth in this Agreement, it has
not relied on any representations, warranties or covenants of either Seller, Property Owner or anyone acting for
or on behalf of Seller or Property Owner; (ii) all of the matters set forth in 12a above, or otherwise concerning
Business Operations, Business Assets and/or the Property have been independently reviewed and verified by
Buyer to its full satisfaction; (iii) Buyer shall purchase the Business Operations, Business Assets and Property
based on its own independent inspection and examination thereof; and (iv) Buyer shall purchase the Business
Operations, Business Assets and the Property in their "AS-IS" condition as they exist on the Close of Escrow.

13. Time and Place of Closing. The sale and purchase shall close on June 30, 2006 at 5:00 p.m. at 3085 West
1100 South, Salt Lake City Utah, 84104 (the "Closing" and/or the "Close of Escrow").

14. General Provisions. The General Provisions are as follows:

                                                          8
a. Except as otherwise provided in this Agreement, each party to this Agreement will bear its respective fees and
expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement
and the transactions contemplated herein.

b. Any public announcement, press release or similar publicity with respect to this Agreement or the transactions
contemplated herein will be issued, if at all, at such time and in such manner as Buyer determines.

c. All notices, consents, waivers and other communications required or permitted by this Agreement shall be in
writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid);
(ii) sent by facsimile or email with confirmation of transmission by the transmitting equipment; or (iii) received or
rejected by addressee, if sent by certified mail, return receipt requested, in each case to the following addresses,
facsimile numbers or email addresses and marked to the attention of the person (by name or title) designated
below (or to such other address, facsimile number, email address or person as a party may designate by notice to
the other parties):

                            SELLER:             Marshall Distributing, LLC
                                                Attention: Jamie Plante
                                                3085 West 1100 South
                                                Salt Lake City, UT 84104
                                                Phone No:
                                                           ----------------------
                                                Fax No:
                                                        -------------------------
                                                Email Address:
                                                               ------------------

                            And                 EMS Business Development, Inc.
                                                Attention: Kathleen L. Janssen
                                                2771 E. French Camp Road
                                                Manteca, CA 95336
                                                Phone No: (209) 982-5691
                                                Fax No: (209) 982-1443
                                                Email Address: KLJ@Lagorio.com
                                                                ---------------


                            BUYER               Gateway Distributors, Ltd.
                                                Attention:
                                                            ---------------------

                                                ---------------------------------
                                                Phone No:
                                                           -----------------------
                                                Fax No:
                                                        --------------------------
                                                Email Address:
                                                                ------------------




d. Notwithstanding the fact that the Business Operations are primarily conducted in Utah, the Buyer and Seller
hereby agree that any proceeding arising out of or relating to this Agreement or any transaction contemplated
herein shall be brought in the courts of the State of Nevada and each of the parties irrevocable submits to the
exclusive jurisdiction of such court in any such proceeding, waives any objection it may now or hereafter have to
venue or to convenience of forum, agrees that all claims in

                                                         9
respect to the proceeding shall be heard and determined only in any such court and agrees not to bring any
proceeding arising out of or relating to this Agreement or any transaction contemplated herein in any other court.
The parties further agree that with the sole exception of the injunctive relief contemplated in paragraph e below;
the enforcement of any security interest granted to Seller pursuant to this Agreement; or an action for Possession
of the Property, any controversy or claim arising out of or relating to this 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 located in the State
of Nevada for this purpose.

e. Buyer acknowledges and agrees that Seller and Property Owner would be irreparably damaged if any of the
provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this
Agreement by Buyer could not be adequately compensated in all cases by monetary damages alone.
Accordingly, in addition to any other right or remedy to which Seller and Property Owner may be entitled, at law
or in equity, each of them, Seller and/or Property Owner, shall be entitled to enforce any provisions of this
Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to
prevent breaches or threatened breaches of any of the provisions of this Agreement.

f. The rights and remedies of the parties to this Agreement are cumulative and not alternative.

g. This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to
its subject matter (including any letter of intent and any confidentiality agreement between Buyer and Seller) and
constitutes (along with the Exhibits and other documents delivered pursuant to this Agreement) a complete and
exclusive statement of the terms of the agreement between the parties with respect to its subject matter. This
Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed
by the party to be charged with the amendment.

h. No party may assign any of its rights or delegate any of its obligation under this Agreement without the prior
written consent of the other party. Subject to the preceding sentence, this Agreement will apply to, be binding in
all respect upon and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed
or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any
legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this
Agreement, except such rights as shall inure to a successor or permitted assignee pursuant to this paragraph.

i. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the
other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or
unenforceable.

                                                          10
j. The headings of Any Articles, Sections or Paragraphs in this Agreement are provided for the convenience only
and will not affect its construction or interpretation.

k. This Agreement will be governed by and construed under the laws of the State of California without regard to
conflicts-of-laws principals that would require the application of any other law.

l. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same
agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission shall
constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the
original Agreement for all purposes. Signature of the parties transmitted by facsimile shall be deemed to be their
original signatures for all purposes.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

            SELLER:                                          BUYER:

            Marshall Distributing, L.L.C.                    Gateway Distributors,      Ltd.
            a Utah limited liability company                 a Nevada corporation

            By:                                              By:
               ---------------------------------                ---------------------------------


            By:                                              By:
               ---------------------------------                ---------------------------------

            EMS Business      Development,     Inc.
            a California      corporation

            By:
               ---------------------------------
               Kathleen L. Janssen, President

            By:
               ---------------------------------
               Dean Janssen, Secretary




                                                        11
               JUNE 30, 2006

             BALANCE SHEET

ASSETS AND LIABILITIES AS OF JUNE 30, 2006

            TO BE ATTACHED

               EXHIBIT "A"
     EMS ASSETS

   TO BE SOLD WITH

MARSHALL DISTRIBUTING

     (ATTACHED)

    EXHIBIT "A-1"
PRELIMINARY TITLE REPORT

       (ATTACHED)

      EXHIBIT "B"
LIABILITY UNDERTAKING

     (ATTACHED)

     EXHIBIT "C"
OPERATIONS & ASSETS NOTE

       (ATTACHED)

      EXHIBIT "D"
SECURITY AGREEMENT

    (ATTACHED)

    EXHIBIT "E"
FINANCING STATEMENT

       UCC-1

    (ATTACHED)

    EXHIBIT "F"
PROPERTY NOTE

 (ATTACHED)

 EXHIBIT "G"
PROPERTY DEED OF TRUST

      (ATTACHED)

     EXHIBIT "H"
ASSIGNMENT

    AND

BILL OF SALE

(ATTACHED)

EXHIBIT "I"
LIABILITY UNDERTAKING

By this instrument executed June 30, 2006, Gateway Distributors, Ltd., a Nevada corporation, (hereinafter
"Gateway") covenants and agrees as follows:

1. Subject to the provisions of paragraph 3d of that certain Contract for Sale of Business and Assets dated as of
June 30, 2006 between Gateway and Marshall Distributing, L.L.C., a Utah limited liability company, EMS
Business Development, Inc., a California corporation, and Terry D. Nielsen (the "Agreement") Gateway agrees
to assume, pay, and discharge all debts, duties, and obligations that appear, as of June 30, 2006 on the books of
the business owed and operated as a herbal and health food supplement distributing business by Marshall
Distributing, LLC, located at 3085 Directors Row, Salt Lake City, Utah 84104, (the "Business Operations").

2. Subject to the provisions of paragraphs 3d of the Agreement, Gateway further agrees to indemnify and hold
Marshall Distributing, L.L.C., EMS Business Development, Inc., and Terry D. Nielsen free and harmless from
any debt, duty or obligation described in paragraph 1 above and from any suits, actions, or legal proceedings
brought to enforce or collect any such debt, duty, or obligation.

3. Gateway Distributors, Ltd., further agrees to so indemnify Marshall Distributing, L.L.C., EMS Business
Development, Inc., and Terry D. Nielsen from liability or expense due to obligations relating to the Business
Operations conducted by Gateway on or after June 30, 2006.

Dated as of June 30, 2006

                                                  GATEWAY:

                                           Gateway Distributors, Ltd.
                                            a Nevada corporation

                                                       By:

By:
OPERATIONS & ASSETS NOTE

                                                   (SECURED)

$5,230,000.00 JUNE 30, 2006

FOR VALUE RECEIVED, Gateway Distributors, Ltd., (hereinafter called "Maker") promises to pay to the
order of Marshall Distributing, L.L.C., a Utah limited liability company, and EMS Business Development, Inc., a
California corporation, or assignee (hereinafter called Payee), the principal sum of Five Million Two Hundred
Thirty and No/100 Dollars ($5,230,000.00) without interest on or before September 30, 2007.

All payments shall be made in full and in a timely manner without deduction or set off.

The Maker shall have the right to prepay this Operations & Assets Note (hereafter the "Note) in whole or in part
at any time, without the prior written consent of the Payee and without premium or penalty.

This Note is secured by certain collateral (the Collateral) described in the Security Agreement and UCC-1
Financing Statement of even date herewith.

If default be made in the payment, in whole or in part, of any sum provided for herein when due; or, if default
shall be made with respect to any covenant or obligation to be performed by Maker as provided in that certain
Contract for Sale of Business and Assets dated as of June 30, 2006, between Maker, Payee and Terry D.
Nielsen (the "Agreement") and such default has not been cured within fifteen (15) days after written notice
thereof; then Payee may, at its option, without further notice or demand, declare the unpaid principal balance and
any accrued interest on this Note at once due and payable and pursue any and all rights, remedies and recourses
available to Payee, or pursue any combination of the foregoing, all remedies hereunder, at law or in equity being
cumulative.

In the event of any default hereunder, Maker shall pay to Payee a late charge equal to ten percent (10%) of the
installment or amount in default and unpaid principal balance of this Note shall bear interest from June 30, 2006
until such default has been fully cured at the rate of ten percent (10%) per annum.

Failure to exercise any of the foregoing options upon the happening of one or more defaults shall not constitute a
waiver of the right to exercise the same or any other option at any subsequent time in respect to the same or any
other default. The acceptance by Payee of any payment hereunder that is less than payment in full of all amounts
due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the
foregoing options at that time or at any subsequent time or nullify any prior exercise of any such option without
the express written consent of the Payee.

                                                   Page 1 of 3
All amounts payable hereunder are payable in lawful money of the United States of America. Checks are deemed
payment when received by Payee. Maker agrees to pay all costs of collection hereof when incurred, including
reasonable attorneys fees, whether or not any legal action shall be instituted to enforce this Note.

It is expressly stipulated and agreed to be the intent of Maker and Payee at all times to comply with the
applicable Nevada law governing the maximum rate or amount of interest payable on this Note or the
indebtedness evidenced hereby (or applicable United States federal law to the extent that it permits the Payee to
contract for, charge, take, reserve or receive a greater amount of interest than under Nevada law). If the
applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or
contracted for, charged, taken, reserved or received with respect to such indebtedness, or if Payees exercise of
the option herein contained to accelerate the maturity of this Note, or if any prepayment by Maker results in
Maker having paid any interest in excess of that permitted by applicable law, then it is Makers and Payees
express intent that all excess amounts theretofore collected by Payee be credited on the principal balance of this
Note (or, if this Note has been or would thereby be paid in full, refunded to Maker), and the provisions of this
Note immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced,
without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to
permit the recovery of the fullest amount otherwise called for hereunder and thereunder.

All sums paid or agreed to be paid to Payee for the use, forbearance or detention of the indebtedness evidenced
hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout
the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such
indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such indebtedness
evidenced hereby for so long as any debt is outstanding.

All notices hereunder shall be given at the following addresses:

If to Maker: .

If to Payee: 2771 E. French Camp Road, Manteca, CA 95336.

Either party may change their address for notice purposes upon giving thirty
(30) days prior notice thereof to the other party in accordance with this paragraph. All notices given hereunder
shall be in writing and shall be considered properly given if mailed by first class United States Mail, postage
prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended
addressee or by prepaid telegram. Any notice mailed as above provided shall be effective two (2) business days
after its deposit in the custody of the United States Postal Service; all other notices shall be effective upon receipt
by the addressee.

This Note shall be governed, construed and enforced according to the laws of the State of Nevada.

                                                     Page 2 of 3
EXECUTED as of the date and year first above written.

Gateway Distributors, Ltd.

                                           a Nevada corporation

                                                   By:

Its:

By:

Its:

                                               Page 3 of 3
SECURITY AGREEMENT

This Security Agreement is made and entered into and effective as of June 30, 2006, by and between Gateway
Distributors, Ltd., a Nevada corporation (Debtor), and Marshall Distributing, L.L.C., a Utah limited liability
company, EMS Business Development, Inc., a California corporation and Terry D. Nielsen, (Secured Party), as
follows:

For value received, the Debtor grants to the Secured Party a security interest in the assets described on Exhibits I
and II attached hereto together with all accessions to, replacements of, and proceeds therefrom (the Collateral)
to secure: (1) the Debtor's note of $5,230,000.00 to Marshall distributing, L.L.C., a Utah limited liability
company and EMS Business Development, Inc., a California corporation dated as of June 30, 2006; and (2)
Debtors note of $770,000.00 to Terry D. Nielsen dated as of June 30, 2006; (3) any future advances by the
Secured Party to the Debtor, to be evidenced by similar notes;
(4) any expenditures incurred by the Secured Party in the collection and enforcement of the notes and/or other
indebtedness of the Debtor; and (5) all liabilities of the Debtor to the Secured Party now existing or incurred in
the future, matured or unmatured, direct or contingent, and any renewals, extensions, and substitutions of those
liabilities, specifically including, but not limited to Debtor's obligations to Secured Party as provided in that certain
Contract for Sale of Business and Assets dated as of June 30, 2006 between Debtor and Secured Party (the
"Agreement").

The Debtor warrants, covenants, and agrees as follows:

                                                         Title

1. Except for the security interest granted by this agreement, the Debtor has, or on acquisition will have, full title
to the Collateral free from any lien, security interest, encumbrance, or claim, and the Debtor will, at the Debtor's
cost and expense, defend any action that may affect the Secured Party's security interest in, or the Debtor's title
to, the Collateral.

                                                Financing Statement

2. No financing statement covering the Collateral or any part of it or any proceeds of it other than the financing
statement to be executed in conjunction with this Security Agreement is on file in any public office.

                                         Sale or Disposition of Collateral

3. The Debtor will not, without the written consent of the Secured Party, sell, contract to sell, encumber, or
dispose of the Collateral or any interest in the Collateral until this Security Agreement and all debts secured by it
have been fully satisfied.

                                                           1
                                             Protection of Collateral

4. The Debtor will keep the Collateral free and clear of all liens and claims except as may be permitted herein.
Debtor shall maintain any personal property which constitutes part of the Collateral in good condition and shall
exercise due diligence in the repair and maintenance of such portion of the Collateral. Debtor will provide
Secured Party with such information as may be reasonably requested by Secured Party from time to time
regarding the condition and location of such portion of the Collateral.

                                            Taxes and Assessments

5. The Debtor will pay promptly when due all taxes, assessments and fees or licenses attributable to the
Collateral, or any part of the Collateral, or for its use and operation.

                                 Security Interest in Proceeds and Accessions

6. The Debtor grants to the Secured Party a security interest in and to all proceeds, increases, substitutions,
replacements, additions, and accessions to the Collateral and to any part of the Collateral. This provision shall not
be construed to mean that the Debtor is authorized to sell, or dispose of the Collateral except sales of inventory in
the ordinary course of business, without the prior written consent of the Secured Party.

                                        Decrease in Value of Collateral

7. The Debtor shall, if in the Secured Party's judgment the Collateral has materially decreased in value or if the
Secured Party shall at any time deem that the Secured Party is financially unstable, either provide enough
additional Collateral to satisfy the Secured Party or reduce the total indebtedness by an amount sufficient to
satisfy the Secured Party.

                                          Reimbursement of Expenses

8. At the option of the Secured Party, the Secured Party may discharge taxes, liens, interest, or perform or cause
to be performed for and on behalf of the Debtor any actions and conditions, obligations, or covenants that the
Debtor has failed or refused to perform as provided herein or as provided in the Agreement and may enter the
premises where the Collateral or any part of it is located and cause to be performed as agent and on the account
of the Debtor any acts that the Secured Party may deem necessary for the protection, preservation or proper
maintenance of the Collateral or any part of it. Any and all sums expended by the Secured Party under this
paragraph, including but not limited to, attorneys' fees, court costs, agent's fees, or commissions, or any other
costs or expenses, shall bear interest from the date of payment at the annual rate of ten (10) percent and shall be
payable at the place designated in the Debtor's notes and shall be secured by this Security Agreement.

                                                     Payment

9. The Debtor will pay the notes secured by this Security Agreement and any renewal or extension of it and any
other indebtedness secured by this Security Agreement in accordance with

                                                          2
the terms and provisions of the indebtedness and/or the Agreement and will repay immediately all sums expended
by the Secured Party in accordance with the terms and provisions of this Security Agreement. On full payment by
the Debtor of all indebtedness secured by this Security Agreement in accordance with this Security Agreement,
this Security Agreement shall expire, and the Secured Party's security interest in the Collateral, as set forth in this
Security Agreement, shall terminate.

                                           Change of Place of Business

10. The Debtor will promptly notify the Secured Party of any change of the Debtor's residence, chief place of
business, or place where records concerning the Collateral are kept.

                                        Time of Performance and Waiver

11. In performing any act under this Security Agreement and the note secured by it, time shall be of the essence.
The Secured Party's acceptance of partial or delinquent payments, or the failure of the Secured Party to exercise
any right or remedy, shall not constitute a waiver of any obligation of the Debtor or right of the Secured Party and
shall not constitute a waiver of any other similar default that occurs later.

                                                       Default

12. The Debtor shall be in default under this Security Agreement on the occurrence of any of the following events
or conditions:

(1) Default in the payment or performance of the Agreement and/or any note, obligation, covenant, or liability
secured by this Security Agreement;

(2) Any warranty, representation, or covenant made, furnished or to be performed by or on behalf of the Debtor
herein or in the Agreement proves to have been false in any material respect or is not performed in a timely
manner;

(3) Any event that results in the acceleration of the maturity of the indebtedness of the Debtor to others under any
indenture, agreement, or undertaking;

(4) Any sale or encumbrance (except as expressly permitted herein) to or of any of the Collateral, or the making
of any levy, seizure, or attachment of or on the Collateral;

(5) Any time the Secured Party reasonably believes that the prospect of payment or any indebtedness secured by
this Security Agreement or the performance of this Security Agreement is impaired; or

(6) Dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any part of the
Collateral, assignment for the benefit of creditors, or the

                                                          3
commencement of any proceeding under any bankruptcy or insolvency law by or against the Debtor or any
guarantor or surety for the Debtor.

                                                       Remedies

13. On the occurrence of any event of default, and at any time thereafter, the Secured Party may declare all
obligations secured due and payable immediately and may proceed to enforce payment and exercise any and all
of the rights and remedies provided either at law or in equity possessed by the Secured Party.

The Secured Party may require the Debtor to assemble the Collateral and make it available to the Secured Party
at any place to be designated by the Secured Party that is with the United States of America. Unless the
Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized
market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale or of the
time after which any private sale or any other intended disposition of the Collateral is to be made. The
requirements of reasonable notice shall be met if the notice is mailed, postage prepaid, to the address of the
Debtor shown at the beginning of this Security Agreement at least five days before the time of the sale or
disposition. Expenses of retaking, holding, preparing for sale, selling, or the like shall include the Secured Party's
reasonable attorneys' fees and legal expenses.

                                             Miscellaneous Provisions

14. (a) This Security Agreement shall be construed under and in accordance with Nevada.

(b) This Security Agreement shall be binding on and inure to the benefit of the parties and their respective
successors and assigns as permitted by this Security Agreement.

(c) Should any litigation be commenced between the parties to this Security Agreement concerning the Collateral,
this Security Agreement, or the rights and duties of either party in relation to them, the prevailing party shall be
entitled to a reasonable sum as reimbursement for attorneys' fees and legal expenses.

(d) In case any one or more of the provisions contained in this Security Agreement shall for any reason be held
invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability of that provision shall
not affect any other provision of this Security Agreement, and this Security Agreement shall be construed as if the
invalid, illegal, or unenforceable provision had never been contained in it.

(e) This Security Agreement the Debtor's notes and the Agreement, collectively constitutes the agreement of the
parties and collectively supersedes any prior understandings or written or oral agreements between the parties
respecting the subject matter of this Security Agreement.

                                                            4
Executed and effective as of June 30, 2006.

                                                 DEBTOR:

                                          Gateway Distributors, Ltd.
                                           a Nevada corporation

                                                      By:

Its:

                                              SECURED PARTY:

                                         Marshall Distributing, L.L.C.
                                        a Utah limited liability company

                                                      By:

Its:

By:

Its:

EMS Business Development, Inc. a California corporation

By:

Its:

By:

Its:


Terry D. Nielsen

                                                       5
   Exhibit I

Business Assets
Exhibit II - CBAY Shares

    To Be Attached
GATEWAY DISTRIBUTORS CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this "AGREEMENT") is between Steven Kozmary (the
"CONSULTANT") and Gateway Distributors Ltd (the "COMPANY"). The Consultant and the Company are
also referred to in this agreement as the "PARTIES" OR "PARTY".

WHEREAS, the Company intends to develop and expand its existing product line. The Company is pursuing
potential customers of the Products and Services, and/or business relationships to promote the Company (the
"SOURCES").

WHEREAS, the Consultant is a Doctor in the practice of wellness and pain management, with expertise in
product knowledge, wellness, and can provide introductions to new business and clients.

WHEREAS, the Company desires to utilize the services of the Consultant to promote and develop a market for
the Company's Products and Services, help identify formula's and assist in acquiring Sources for the Company,
and/or directly or indirectly provide introductions to Sources.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in the Agreement, the
Parties hereby agree as follows:

1. SCOPE OF SERVICES: The Company agrees to retain Consultant to help promote and develop a market
for the Products and Services, and help in formulation of products, on a best efforts basis (the "SERVICES").

2. TERM: This Agreement shall become effective as of the date set

forth on the signature page of this Agreement, and shall continue for a period of one (1) year (the "TERM").

3. TERMINATION FOR CAUSE: Notwithstanding the foregoing, the Company or the Consultant shall be
entitled to terminate this Agreement for "cause" with a 30 days' written notice to the other Party with the
exception of Clauses 5, 6, 7 and 8 which shall survive the Termination of the Agreement. Notification of
termination shall become effective on the date of mailing by first class mail accompanied by fax transmission to the
Party at the address and telecopier number provided by Consultant or Company. "CAUSE" shall be determined
as the violation of any rule or regulation of any regulatory agency, other neglect, act or omission detrimental to the
conduct of the other Parties' business, material breach of this Agreement, any unauthorized disclosure of
Confidential Information that has been designated as such and provided by the other Party, or dishonesty related
to material information that has been relied upon and provided by the other Party.

4. LICENSES GRANTED TOCONSULTANT: During the Term of this Agreement the Consultant shall not
negotiate or enter into any license, sub-license agreement of sub-contract or similar agreement with any third
parties with respect to interest granted by the Company to the Consultant pursuant to this Agreement without the
Company's prior written consent. The Consultant shall further refrain from directly or indirectly licensing, sub-
licensing or sub-contracting any right or interest granted by the Company to the Consultant to such third parties
without the Company's prior written consent.


initials
(a) No license or right is granted by the Company to the Consultant, either expressly or by implication, under any
licenses or rights owned or controlled by the Company, except as expressly set forth by this Agreement or the
Company.

(b) Any license granted pursuant to this Agreement shall expire simultaneously with the Term of this Agreement,
and shall be revocable for Cause by the Company upon written notice to the Consultant, and the Consultant shall
immediately refrain from the use of any rights granted by the Company to the Consultant with respect to this
license upon receipt of such written notice.

4. COMPENSATION: CASH, STOCK & EXPENSES: In consideration for the services to be provided under
the terms of this Agreement, the Company agrees to issue shares of Company stock to the Consultant. The
amount of stock issued for services will be agreed to by project and services rendered.

c. EXPENSES - Any and all reasonable expenses including but not limited to travel, phones, mileage, copies,
mailing services, etc., shall be reimbursed to Consultant, if they apply to the Company's needs and must be pre-
approved by the Company.

6. CONFIDENTIAL INFORMATION: "Confidential Information" means any proprietary information, technical
data, know-how including but not limited to business plans, research, products, services, customers, markets,
marketing or finances, which may be disclosed by one Party (the "DISCLOSING PARTY") to the other Party
(the "RECEIVING PARTY"), either in writing or orally. Confidential Information does not include, however,
information which (a) is, or becomes generally available to the public, other than as a result of unauthorized
disclosure by one of the Parties, (b) was available to the Receiving Party on a non-confidential basis prior to the
other Party disclosing it, (c) is obtained by the Receiving Party from a third party that that has legally and properly
obtained such information and is not obligated to maintain its confidentiality, or (d) is independently developed by
the Receiving Party.

7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:: Receiving Party agrees not to use any
Confidential Information for its own use or for any purpose except to carry out discussions concerning the
undertaking of any Transaction between the Parties and any third parties. Receiving Party will not disclose any
Confidential Information to third parties except to directors, officers, managers, members, shareholders,
employees, business partners, agents, attorneys, accountants, consultants, bankers or other advisors (collectively,
"REPRESENTATIVES") who are required to have the information in order to carry out the discussions relating
to the Transaction. Receiving Party agrees that it will take all reasonable measures to protect the secrecy of
Confidential Information in order to prevent it from falling into the public domain or the possession of persons
other than those persons authorized to have such information.

8. NON-CIRCUMVENTION - The Company agrees during their business relationship, and thereafter, to hold
in confidence and not directly or indirectly contact Sources provided by Consultant; or to reveal, report, publish,
disclose, or transfer any of the Confidential Information to any person or entity; use any of the Confidential
Information for any purpose, except in the course of doing business with Consultant for three (3) years from the
date of this Agreement. Further, the Company acknowledges that if circumvention, as defined in this Agreement
does occur, Consultant shall be entitled to receive financial remuneration as outlined herein as a result of the
circumvention.

9. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby acknowledge that the
Consultant is an independent contractor. In addition, the Consultant shall take no action, which, to the knowledge
of the Consultant, binds, or purports to bind, the Company to any contract or agreement unless it is with the
express consent of the Company.


initials initials
10. MISCELLANEOUS:

(a) GOVERNING LAW: This Agreement shall be construed under the internal laws of the State of Nevada, and
the Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be
in Las Vegas Nevada.

(b) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the Parties, their successors and
assigns, provided, however, that the Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company which approval shall not be
unreasonably withheld and written notice of the Company's position shall be given within ten (10) days after
approval has been requested.

(C) INDEMNIFICATION: The Company shall indemnify the Consultant for all losses or damages sustained
(including reasonable attorney fees and disbursements) as incurred by the Consultant arising from the Consultant
performing services under this Agreement.

(D) COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but which when taken together shall constitute one agreement.

(E) SEVERABILITY: If one or more provisions of this Agreement are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in accordance with its terms.

IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of
August 10, 2006

          CONSULTANT                                                COMPANY


          ---------------------------------                         ---------------------------------
          By:    STEVEN KOZMARY                                     By:   RICK BAILEY
          Title Doctor                                              Title President/CEO


          --------     --------
          initials     initials
CONSULTING AGREEMENT

This agreement is between The Right Solution Gateway (the "Company") a Nevada corporation with
headquarters in Las Vegas, Nevada and Dr. Joseph Guarnera (the "Consultant"), a resident of Grand Prairie,
Texas.

WHEREAS, The Company is a Network Marketing organization that sells nutritional products based upon
proprietary formulations; and

WHEREAS, Consultant is an expert in the field of Nutrition and has consulted with various Network Marketing
companies regarding product development issues and the development of effective marketing strategies for
certain nutritional products; and

WHEREAS, The Company will add the Consultant to its medical advisory board and Consultant desires to serve
on said Board; and

WHEREAS, The Company desires to use Consultant's services to advise the Company regarding product
development issues and assist in the development of effective marketing strategies for certain nutritional products;
and

WHEREAS, The Company desires Consultant to help develop and effective Marketing Plan for its products and
assist in education, training, and motivating distributors in the proper use and/or selling of products, and
Consultant desires to do the same; and

NOW THEREFORE, the parties hereto agree to the following:

1. COMPENSATION: Initial draw of $4000 1st month, $3500 2nd month and $3000 thereafter towards
commissions earned. Consultant will be place in a center in the company and given the current volume of the
Company under his first leg. Auto ship will be flagged for the six month period therefore all qualifications are met
for commission earnings. Consultant shall receive twenty million shares of the Company stock (Preferred B)
GWDB within five business days of signing this agreement. Consultant will be placed in a business center in the
compensation plan in a location currently vacant. Consultant will receive 5% commissions of all new revenues
generated by the Company until such time his monthly commission reaches $5,000. Commissions earned in the
Consultants center will off set these monthly commissions. These commissions will be paid by the 20th of each
month for the preceding month.

2. STOCK OPTIONS: The Consultant will be granted stock as follows:

                   Company Revenues         Stock
                   $125,000                 1,000,000
                    200,000                 1,000,000
                    300,000                 5,000,000
                    500,000                 10,000,000
                   1,000,000                30,000,000                   Initial
                                                                                   -----   -----




                                                         1
3. EXPENSES: The Company shall pay for company-approved travel and reasonable business expenses
incurred in the performance of Consultant's duties. All expenses must be approved in advance by the Company.

4. TERM: This Agreement shall become effective as of the date set

forth on the signature page of this Agreement, and shall continue for a period of six months (the "TERM").
Notwithstanding the foregoing, the Company or the Consultant shall be entitled to terminate this Agreement for
"cause" upon 30 days' written notice shall be effective upon mailing by first class mail accompanied by facsimile
transmission to the Consultant at the address and telecopier number last provided by the Consultant to the
Company, "CAUSE" shall be determined solely as the violation of any rule or regulation of any regulatory agency,
and other neglect, act or omission detrimental to the conduct of Company or the Consultant's business, material
breach of this Agreement or any unauthorized disclosure of any of the secrets of confidential information of
Company, and dishonesty related to independent contractor status.

(a) During the Term of this Agreement the Consultant shall not negotiate or enter into any license, sub-license
agreement of sub-contract or similar agreement with any third parties in respect to interest granted by the
Company to the Consultant pursuant to this Agreement, and the Consultant shall further refrain from directly or
indirectly, on his own behalf, licensing, sub-licensing or sub-contracting any right or interest granted by the
Company to the consultant to such third parties without the Company's prior written consent.

(b) No license or right is granted by the Company to the Consultant, either expressly or by implication, under any
licenses or rights owned or controlled by the Company, except as expressly set forth in this Agreement.

(c) The license granted pursuant to this Agreement shall expire simultaneously with the Term of this Agreement,
and shall be revocable at will by the Company upon written notice to the Consultant, and the Consultant shall
immediately refrain from the use of any rights granted by the Company to the Consultant with respect to this
license upon receipt of such written notice.

5. SERVICES: Consultant will assist the Company in the selection of appropriate candidates to serve on the
Companies Scientific Board of Advisors which will advise the Company regarding product development and
production issues, help develop a Marketing Plan for products and educate, train, and motivate distributors to
use and sell products through conference calls, live meetings with the distributors, and through writing white
papers and other documentation in support of the products and marketing plan. Consultant will render a minimum
of 30 hours of consulting time each week while providing these services.

                                                      Initial

                                                        2
               6.    CONFIDENTIALITY: The Consultant covenants that all information
                     ---------------
                     concerning the Company, including proprietary information, which it
                     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 the Company nor shall the confidential information be disclosed by the
Consultant to any third party without the prior written approval of the Company, provided, however, that the
Consultant shall not be obligated to treat as confidential, or return to the Company copies of any confidential
information that (i) was publicly known at the time of disclosure to Consultant, (ii) becomes publicly known or
available thereafter other than by any means in violation of this Agreement or any other duty owed to the
Company by the Consultant, or (iii) is lawfully disclosed to the Consultant by a third party.

7. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby acknowledge that the
Consultant is an independent contractor. The Consultant agrees not to hold himself out as, nor shall he take any
action from which others might reasonably infer that the Consultant is a partner or agent of, or a joint venturer
with the Company. In addition, the Consultant shall take no action, which, to the knowledge of the Consultant,
binds, or purports to bind, the Company to any contract or agreement.

8. MISCELLANEOUS:

(a) GOVERNING LAW: This Agreement shall be construed under the internal laws of the State of Nevada, and
the Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be
in Las Vegas, Nevada.

(b) COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but which when taken together shall constitute one agreement.

(c) SEVERABILITY: If one or more provisions of this Agreement are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provision were excluded and shall be enforceable in accordance with its terms.

IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of
August 16, 2006.


Consultant
By: Dr. Joe Guarnera


(TRS)
By: Rick Bailey
Its: President/CEO

                                                           3
BINDING LETTER OF INTENT

                           Dated as of July 1, 2006

                                   Among

           LE' ELEGANT BATH, INC. - DBA, AMERICAN BATH FACTORY

                                    And

                       GATEWAY DISTRIBUTORS, LTD

                                      1
                                                  AGREEMENT

THIS Binding letter of intent ("Agreement"), dated as of July 1, 2006 is by and among Le' Elegant Bath, Inc. -
DBA, AMERICAN BATH FACTORY, a California Corporation (the "Buyer"), and GATEWAY
DISTRIBUTORS, LTD 2555 East Washburn Road, North Las Vegas 89081, a Nevada Corporation (the
"Company").

                                                  RECITALS

A. The parties hereto wish to provide for the terms and conditions upon which the Buyer will acquire Products,
Services, Technology and day to day consulting needs to be offered by the Company.

C. The parties hereto wish to make certain representations, warranties, covenants and agreements in connection
with the purchase of these services and assumption of liabilities and also to prescribe various conditions to such
transaction.

                                               AGREEMENT

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

                                                    ARTICLE 1

                                           PURCHASEOF SERVICES

1.1 Services to be purchased. Upon satisfaction of all conditions to the obligations of the parties contained herein
(other than such conditions as shall have been waived in accordance with the terms hereof), the Buyer shall
purchase from the Company Products, Services, Technology and day to day consulting needs to be offered by
the Company.

(i) the right to use the names and all variations thereof related to the services delivered, products, displays and
material, marketing literature and programs, personnel, facilities, and equipment.

1.2 Assumptions of Liabilities. Upon satisfaction of all conditions to the obligations of the parties contained herein
(other than such conditions as shall have been waived in accordance with the terms hereof), shall assume liabilities
and obligations regarding product quality and replacements. The Buyer is not assuming, and will not be obligated
or liable for, any liability of the Company as it relates to the services provided. The Company will not assume and
will not be obligated for any product related issues. All products related issues will be the responsibility of the
Buyer. All information in the marketing material and corresponded will be the liability of the Buyer. The Company
will serve as the distribution center for the marketing material.

1.3 Purchase Price. The Buyer shall pay for services on an agreed to price on each request for services. The
Buyer and the Company will determine the price and a purchase order will be submitted for services. (the
"Purchase Price"): The initial order for services rendered will be for approximately $800,000 which is for
marketing and fulfillment services utilized in the development of collateral material.

                                                          1
1.3.1 Payment. Buyer will make payment per agreement and pre-arranged terms on the order as indicated in 1.3
above. The Company will invoice for future services rendered on a regular basis and payments will be due within
ten days of such invoice.

1.3.2 Closing. A closing (the "Closing") will be held on or before September 15, 2006 ("Closing Date"),
provided, however, that if any of the conditions not satisfied or waived by such date, then the party to this
Agreement which is unable to satisfy such condition or 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 "Termination Date" which shall be October 1, 2006 the parties
hereto shall agree in writing to extend the date of such Closing. The Closing shall be held a place the parties agree
to.

                                                    ARTICLE 2

                       REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company hereby represents and warrant to the Buyer as of the date hereof as follows:

2.1 Corporate Organization. The Company is a Nevada corporation duly organized, validly existing and in good
standing under the laws of the state of Nevada, has full corporate power and authority to carry on its business as
it is now being conducted and to own, lease and operate its properties and assets, is duly qualified or licensed to
do business as a foreign corporation in good standing in every other jurisdiction in which the character or location
of the properties and assets owned, leased or operated by it or the conduct of its business requires such
qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good
standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the
Company. The Company has heretofore delivered to the Buyer complete and correct copies of its articles or
certificate of organization and bylaws, as presently in effect. The Company is qualified and licensed to do
business.

2.2 Intellectual Property Rights. The Company owns the industrial and intellectual property rights, including
without limitation the patents, patent applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, computer programs and other computer software,
inventions, know-how, trade secrets, technology, proprietary processes and formulae (collectively, "Intellectual
Property Rights")

2.3 Tax Matters.

(a) Tax Returns. The Company has duly and timely filed all tax and information reports, returns and related
documents required to be filed by it with respect to the income-type, sales/use-type and employment-related
taxes of the United States and the states and other jurisdictions. (b) Cooperation on Tax Matters.

                                                           2
                                                   ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES OFBUYER

The Buyer, jointly and severally, represents and warrants to the Company as of the date hereof as follows:

3.1. Corporate Organization. The Buyer is a corporation duly organized, validly existing and in good standing
under the laws of the State of California. The Buyer is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction where the nature of the activities conducted by it or the character of the property
owned, leased or operated by it make such qualification necessary or appropriate, except for those jurisdictions
where the failure to be so qualified has not and could not reasonably be expected to have a Material Adverse
Effect on the ability of the Buyer to fulfill its obligations under this Agreement.

3.2. Authorization. The Buyer has full corporate power and authority to enter into this Agreement and the Buyer
Delivered Documents and to carry out the transactions contemplated herein and therein. The Boards of Directors
of the Buyer have taken all action required by law, their respective articles of incorporation and bylaws or
otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the
transactions contemplated herein. This Agreement is the valid and binding legal obligation of the Buyer
enforceable against it in accordance with its terms.

                                                   ARTICLE 4

4.1 Confidentiality. Each of the parties hereto agrees that it will not use, 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 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.

                                                          3
4.2 Public Announcements. None of the parties hereto shall make any public announcement with respect to the
transactions contemplated herein without the prior written consent of the other parties, which consent shall not be
unreasonably withheld or delayed; provided, however, that any of the parties hereto may at any time make any
announcements which are deemed by its counsel to be required by applicable Law so long as the party so
required to make an announcement promptly upon learning of such requirement notifies the other parties of such
requirement and discusses with the other parties in good faith the exact proposed wording of any such
announcement.

                                                     ARTICLE 5

                                  TERMINATION AND ABANDONMENT

5.1 Methods of Termination. This Agreement may be terminated and the transactions contemplated herein may
be abandoned at any time notwithstanding approval thereof by the Company, but not later than the Closing:

5.2 Governing Law. This Agreement and the legal relations among the parties 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.

5.3 Arbitration. Any controversy or claim arising out of or relating to this 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.

"BUYER"

Marshall Distributing, Inc.

                  By:                                                     Date:
                     ----------------------------------                        ------------------
                       Jamie Plante,

                        President




"COMPANY"

Le' Elegant Bath, Inc. - DBA, American Bath Factory

                  By:                                                     Date:
                     ----------------------------------                        ------------------
                       Richard R. Wheeler

                        President




                                                           4
AGREEMENT

                          Dated as of September 1, 2006

                                     Among

            LE' ELEGANT BATH, INC. - DBA, AMERICAN BATH FACTORY

                                      And

   GATEWAY VENTURE HOLDINGS LTD AND ITS WHOLLY OWNED SUBSIDIARY
                           MARSHALL
                 CORPORATE ADMINISTRATION INC.

                                       1
                                                      PARTIES

THIS Agreement ("Agreement"), dated as of September 1, 2006 is by and among Le' Elegant Bath, Inc. - DBA,
AMERICAN BATH FACTORY, a California Corporation, 13395 Estelle Street, Corona California 92879
("ABF"), and GATEWAY DISTRIBUTORS

LTD, and its wholly owned subsidiary, MARSHALL CORPORATE ADMINISTRATION, INC 2555 East
Washburn Road, North Las Vegas 89081, a Nevada Corporation (the "Company").

                                                  RECITALS

A. The parties hereto wish to provide for the terms and conditions upon which ABF will acquire Marketing and
Technology services, Regulatory Compliance, Employee Leasing, Inventory and Accounts Receivable
Management and all cost associated, and day to day consulting needs (to be determined), from the Company's
wholly owned subsidiary Marshall Corporate Administration.

B. The parties hereto wish to make certain representations, warranties, covenants and agreements in connection
with the purchase of these services and assumption of liabilities and also to prescribe various conditions to such
transaction.

                                                AGREEMENT

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

                                                     ARTICLE 1

                                           PURCHASE OF SERVICES

1.1 Services to be purchased. Upon satisfaction of all conditions to the obligations of the parties contained herein
(other than such conditions as shall have been waived in accordance with the terms hereof), ABF shall purchase
from the Company, all of the marketing and technology needed for the sale of product, including without
limitation: (a) the right to use the names and all variations thereof related to the sale of the products, mall displays
and material, marketing literature and programs, personnel, facilities, and equipment.

1.2 Assumption of Liabilities. Upon satisfaction of all conditions to the obligations of the parties contained herein
(other than such conditions as shall have been waived in accordance with the terms hereof), shall assume liabilities
and obligations regarding product quality and replacements. ABF is not assuming, and will not be obligated or
liable for, any liability of MCA as it relates to the services provided. MCA will not assume and will not be
obligated for any product related issues. All products related issues will be the responsibility of the

                                                           2
ABF. All information in the marketing material and correspondence will be the liability of ABF. The Company
will serve as the distribution center for the marketing material.

1.3 Purchase Price. ABF shall pay for services on an agreed to price on each request for services. ABF and the
Company will determine the price and a purchase order will be submitted for services. (the "Purchase Price"): An
initial order for services will be $850,000 which will be for marketing and fulfillment services utilized in the
development of collateral material.

1.4 Payment. ABF will make payment per agreement and normal terms on the $850,000 dollar order as
indicated in 1.3 above. The Company will invoice for services rendered on a regular basis and payments will be
due within ten days of such invoice.

                                                    ARTICLE 2

                       REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company hereby represents and warrant to ABF as of the date hereof as follows:

2.1 Corporate Organization. The Company is a Nevada corporation duly organized, validly existing and in good
standing under the laws of the state of Nevada, has full corporate power and authority to carry on its business as
it is now being conducted and to own, lease and operate its properties and assets, is duly qualified or licensed to
do business as a foreign corporation in good standing in every other jurisdiction in which the character or location
of the properties and assets owned, leased or operated by it or the conduct of its business requires such
qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good
standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the
Company. The Company has heretofore delivered to ABF complete and correct copies of its Articles or
Certificate of Organization and bylaws, as presently in effect. The Company is qualified and licensed to do
business.

2.2 Intellectual Property Rights. The Company owns the industrial and intellectual property rights, including
without limitation the patents, patent applications, patent rights, trademarks, trademark applications, trade names,
service marks, service mark applications, copyrights, computer programs and other computer software,
inventions, know-how, trade secrets, technology, proprietary processes and formulae (collectively, "Intellectual
Property Rights")

2.3 Tax Matters. (a) Tax Returns. The Company has duly and timely filed all tax and information reports, returns
and related documents required to be filed by

                                                           3
it with respect to the income-type, sales/use-type and employment-related taxes of the United States and the
states and other jurisdictions. (b) Cooperation on Tax Matters.

                                                   ARTICLE 3

                           REPRESENTATIONS AND WARRANTIES OF ABF

ABF, jointly and severally, represents and warrants to the Company as of the date hereof as follows:

3.1. Corporate Organization. ABF is a corporation duly organized, validly existing and in good standing under the
laws of the State of California. ABF is qualified to do business and is in good standing as a foreign corporation in
each jurisdiction where the nature of the activities conducted by it or the character of the property owned, leased
or operated by it make such qualification necessary or appropriate, except for those jurisdictions where the
failure to be so qualified has not and could not reasonably be expected to have a Material Adverse Effect on the
ability of ABF to fulfill its obligations under this Agreement.

3.2. Authorization. ABF has full corporate power and authority to enter into this Agreement and ABF delivered
documents and to carry out the transactions contemplated herein and therein. The Boards of Directors of ABF
have taken all action required by law, their respective Articles of Incorporation and Bylaws or otherwise to
authorize the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated herein. This Agreement is the valid and binding legal obligation of ABF enforceable against it in
accordance with its terms.

                                                   ARTICLE 4

4.1 Confidentiality. Each of the parties hereto agrees that it will not use, 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 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: (a) to have

                                                         4
been in its possession prior to its receipt from another party hereto; (b) to be now or to later become generally
available to the public through no fault of the disclosing party; (c) to have been available to the public at the time
of its receipt by the disclosing party; (d) to have been received separately by the disclosing party in an
unrestricted manner from a person entitled to disclose such information; or (e) 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.

4.2 Public Announcements. None of the parties hereto shall make any public announcement with respect to the
transactions contemplated herein without the prior written consent of the other parties, which consent shall not be
unreasonably withheld or delayed; provided, however, that any of the parties hereto may at any time make any
announcements which are deemed by its counsel to be required by applicable Law so long as the party so
required to make an announcement promptly upon learning of such requirement notifies the other parties of such
requirement and discusses with the other parties in good faith the exact proposed wording of any such
announcement.

                                                     ARTICLE 5

                                  TERMINATION AND ABANDONMENT

5.1 Methods of Termination. This Agreement may be terminated and the transactions contemplated herein may
be abandoned at any time notwithstanding approval thereof by the Company, but not later than the Closing:

5.2 Governing Law. This Agreement and the legal relations among the parties 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.

5.3 Arbitration. Any controversy or claim arising out of or relating to this 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.

                                                           5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written.

                   Marshall Corporate Administration

                   By:                                           Date:
                     -------------------------------------            ------------
                        Jamie Plante
                        President, CFO




Le' Elegant Bath, Inc. - DBA, American Bath Factory By:

                   By:                                           Date:
                     -------------------------------------            ------------
                        Richard R. Wheeler




                                              President

                                                  6
WESTERN BOTANICALS, INC.

                        ORGANIC AND WILDCRAFTED HERBAL PRODUCTS

                     CONFIDENTIALITY AND RESTRICTED USE AGREEMENT

Western Botanicals Inc., a Utah corporation ("Recipient"), in consideration for being permitted to view and
receive oral, visual and written information on and about certain clients and distribution channels, as provided to
The Right Solution or any of its DBA's and the results, performance characteristics and information associated
therewith (collectively, the "Information"), which Information may include, without limitation, client lists, and
contact information and any reports, parameters and results associated therewith, does hereby acknowledge and
agree, intending to be legally bound hereby, as follows:

1. The Information constitutes and contains valuable trade secrets of The Right Solution or any of its DBA's;
Recipient claims no proprietary or other interest in such Information. Recipient shall not contest, in any
proceeding, the validity or existence of The Right Solution or any of its DBA's valuable confidential information
and trade secret rights in and to the Information.

2. The Information is of a confidential and proprietary nature to The Right Solution or any of its DBA's and
Recipient shall not disclose, discuss, distribute or disseminate any of the Information to third parties (including any
vendors or licensors of The Right Solution or any of its DBA's) without the express advance written consent of
The Right Solution or any of its DBA's. The Information and the procedures, concepts and protocols disclosed
therein must be used by Recipient (if at all) only in furtherance of a business, consulting or other form of
commercial relationship between The Right Solution or any of its DBA's and Recipient. In particular, Recipient
agrees not to use or exploit the Information (or seek to develop, enhance or use) except pursuant to such a
commercial relationship with The Right Solution or any of its DBA's. These obligations of non-disclosure and
restricted use shall continue for a period of three (3) years after the date hereof, and for as long after such three-
year period as any of the Information in question shall constitute or remain a trade secret of The Right Solution or
any of its DBA's.

3. Recipient acknowledges that its violation of the provisions hereof may cause irreparable injury to The Right
Solution or any of its DBA's, and that such violation may not be capable of remedy by money damages or other
remedy at law. The Right Solution or any of its DBA's shall therefore accordingly have the right to seek injunctive
and equitable relief to restraint any unpermitted disclosure or use (or any attempted or intended disclosure or use)
in any court of competent jurisdiction, without the necessity of The Right Solution or any of its DBA's posting any
bond in such proceeding, any such bond requirement being hereby waived by Recipient. Recipient acknowledges
that The Right Solution or any of its DBA's has relied on the provisions hereof in making its decision to disclose
the Information hereunder, and that The Right Solution or any of its DBA's would not have made such disclosures
unless entitled to protection hereunder.

IN WITNESS WHEREOF, the undersigned, having legal power to bind the Recipient named above, has
hereunto set his/her hand and seal as of the day and year written below.

DATED November 16. 2006

Randy C. Giboney, President Western Botanicals Inc.

ACKNOWLEDGEMENT:

                             Rick Bailey The Right Solution or any of its DBA's

768 E. 1950 N. SPANISH FORK, UTAH 84660 - (800) 651-4372 - (801) 798-7550 - FAX (866) 366-
4372
CONSULTING AGREEMENT

This agreement is between MARSHAL HOLDINGS INTERNATIONAL, Inc, (the "Company") a Nevada
corporation with headquarters in Las Vegas, Nevada and Kathy Janssen (the "Consultant"), at 2771 East French
Camp Road, Manteca, CA 95336.

WHEREAS, The Company is a distribution center and seller of nutritional products based upon proprietary
formulations; and

WHEREAS, Consultant is an expert in the field of finance and business strategies; and

WHEREAS, The Company has used the Consultant's services to advise the Company regarding business
strategies and financial planning. Now therefore, the parties hereto agree to the following:

1. COMPENSATION: Both parties agree that past services performed on behalf of the Company will be
compensated in the amount of $50,000 and payment will be for services rendered to date. Payment will be in the
form of S8 stock and it will be issued and delivered to the Consultant within two business days of the signing of
this agreement.

2. CONFIDENTIALITY: The Consultant covenants that all information concerning the Company, including
proprietary information, which it 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 the Company nor shall
the confidential information be disclosed by the Consultant to any third party without the prior written approval of
the Company.

3. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby acknowledge that the
Consultant is an independent contractor.

4. MISCELLANEOUS:

GOVERNING LAW: This Agreement shall be construed under the internal laws of the State of Nevada, and the
Parties agree that the exclusive jurisdiction for any litigation or arbitration arising from this Agreement shall be in
Las Vegas, Nevada.

IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to be executed as of
February 8, 2007.


Consultant
By: Kathy Jannsen


By: Rick Bailey
Its: President/CEO
PROMISSORY NOTE

                                       (SECURED BY DEED OF TRUST)

$500,000.00 February 9, 2007

FOR VALUE RECEIVED, Marshall Distributing, Inc., (hereinafter called Maker), promises to pay to the order
of Kathleen Lagorio Janssen, Trustee of the K.L. Janssen Living Trust U/A/D July 26, 2002 (hereinafter called
Payee), the principal sum of Five Hundred Thousand and No/100 Dollars ($500,000.00) together with interest
from the above date on the unpaid principal balance from time to time outstanding at the rate per annum equal to
the lesser of:

(1) Ten percent (10%) (the Applicable Rate); or

(2) The maximum lawful rate (the Maximum Rate) which may be contracted for, charged, taken, received or
reserved by Payee in accordance with the applicable laws of the State of Utah (or applicable United States
federal laws to the extent that it permits Payee to contract for, charge, take, receive or reserve a greater amount
of interest than under Utah law), taking into account any charges made in connection with the loan evidenced
hereby which are treated as interest under applicable law.

Maker agrees that it will pay the interest in monthly installments of Four Thousand One Hundred Sixty-Six and
66/100 Dollars ($4,166.66) commencing thirty
(30) days from the above date and continuing on the same day of each month thereafter until August 9, 2007 at
which time the entire unpaid principal and interest will be paid in full.

All payments shall be made in full and in a timely manner without deduction or set off.

The Maker may prepay this Note, in whole or in part, at any time without penalty and without the prior written
consent of the Payee.

Interest based on a Three Hundred Sixty (360) day year will be accrued on the number of days funds are actually
outstanding. All payments on this Note shall be applied first to the payment of accrued but unpaid interest and
any remainder shall be applied to reduction of the principal balance hereof. All payments hereunder shall be made
to the Payee at such address as Payee may from time to time designate in writing to Maker.

If default be made in the payment, in whole or in part, of any sum provided for herein when due, and such default
has not been cured within ten (10) days after written notice thereof; or, if default shall be made with respect to
any other covenant or obligation to be performed by Maker herein and such default has not been cured within ten
(10) days after written notice thereof; then Payee may, at its option, without further notice or demand, declare the
unpaid principal balance and accrued interest on this Note at once due and payable and pursue any and all rights,
remedies and recourses available to Payee, or pursue any combination of the foregoing, all remedies hereunder,
at

                                                         1
law or in equity being cumulative. In the event of any default hereunder, Maker shall pay a late charge equal to
ten percent (10%) of any amount not paid when due and upon any such default this Note shall bear interest from
the date of such default until such default has been fully cured at two percent (2%) above the Applicable Rate.

Failure to exercise any of the foregoing options upon the happening of one or more defaults shall not constitute a
waiver of the right to exercise the same or any other option at any subsequent time in respect to the same or any
other default. The acceptance by Payee of any payment hereunder that is less than payment in full of all amounts
due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the
foregoing options at that time, at any subsequent time or nullify any prior exercise of any such option without the
express written consent of the Payee.

All amounts payable hereunder are payable in lawful money of the United States of America. Checks are deemed
payment when received by Payee. Maker agrees to pay all costs of collection hereof when incurred, including
reasonable attorneys' fees, whether or not any legal action shall be instituted to enforce this Note.

It is expressly stipulated and agreed to be the intent of Maker and Payee at all times to comply with the
applicable Utah law governing the maximum rate or amount of interest payable on this Note or the indebtedness
evidenced hereby (or applicable United States federal law to the extent that it permits the Payee to contract for,
charge, take, reserve or receive a greater amount of interest than under Utah law). If the applicable law is ever
judicially interpreted so as to render usurious any amount called for under this Note; or, contracted for, charged,
taken, reserved or received with respect to such indebtedness; or, if Payee's exercise of the option herein
contained to accelerate the maturity of this Note; or, if any prepayment by Maker results in Maker having paid
any interest in excess of that permitted by applicable law; then it is Maker's and Payee's express intent that all
excess amounts theretofore collected by Payee be credited on the principal balance of this Note, (or, if this Note
has been or would thereby be paid in full, refunded to Maker) and the provisions of this Note immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery
of the fullest amount otherwise called for hereunder and thereunder.

All sums paid or agreed to be paid to Payee for the use, forbearance or detention of the indebtedness evidenced
hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout
the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such
indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such indebtedness
evidenced hereby for so long as any debt is outstanding.

All notices hereunder shall be given at the following addresses:

                                                         2
If to Maker, 2555 E. Washburn Road, North Las Vegas, NV 89081

If to Payee, 2771 E. French Camp Road, Manteca, CA 95336.

Either party may change their address for notice purposes upon giving thirty
(30) days prior notice thereof to the other party in accordance with this paragraph. Any and all notices, demands
or other communications required or desired to be given hereunder by either Maker or Payee shall be in writing
and shall be validly given or made to the other party if: (i) served personally,
(ii) deposited in the United States mail, certified or registered, postage prepaid, and return receipt requested, or
(iii) delivered by guaranteed overnight delivery service, delivery charges prepaid. If such notice, demand or other
communication is served personally, service shall be conclusively deemed made at the time of such personal
service. If such notice, demand or other communication be given by mail, such notice shall be deemed
conclusively given three (3) days after the deposit thereof in the United States mail (or if delivered by overnight
delivery service, one (1) business day after deposit thereof with such overnight delivery service) addressed to the
party to whom such notice, demand or other communication is to be given, as provided herein.

This Note shall be governed, construed and enforced according to the laws of the State of California.

EXECUTED as of the date and year first above written.

                                           Marshall Distributing, Inc.

                                                        By:

Its:

                                                         3
THE WANDA BOONE CONSIGNMENT PROJECT


                                       CONSIGNMENT AGREEMENT

Agreement made, effective as of February 1st, 2007 by and between Marshall Distributing, Inc. of 3085 West
1100 South, Salt Lake City, UT 84104, State of Utah, subsequently referred to as principal, and Wanda Boone
of 14370 Hwy 50 N Willow Springs, NC, 27592, subsequently referred to as consignee.

                                                    RECITALS

The parties recite and declare:

A. Principal conducts a manufacturing, distribution business described as follows: Marshall Distributing, Inc. is a
business specialized in the wholesale and retail of nutritional whole foods and supplements. From time to time
Marshall's engages in the distribution of third party merchandise described as non perishable, durable goods.

B. Principal desires to arrange for the sale and distribution of its merchandise throughout the consignment of
various nutritional whole foods and supplements.

C. Consignee has agreed to undertake the marketing of principal's merchandise on the terms set forth in this
agreement to her existing and future customers.

In consideration of the above recitals, the terms and covenants of this agreement, and other valuable
consideration, the receipt of which is acknowledged, the parties agree as follows:

SECTION ONE

                                        EXCLUSIVE APPOINTMENT

Consignee shall have the exclusive right to sell and distribute principal's merchandise throughout consignment
during the term of this agreement.

SECTION TWO

                                       DELIVERY OF MERCHANDISE

A. Principal shall deliver to consignee such quantity of its merchandise that consignee requires for sale from its
place of business at 14370 Hwy 50N, Willow Springs, NC 27592.

B. Principal shall pay all freight and shipping charges for the initial consignment order and then the consignee
agrees to pay freight and shipping charges on ALL other orders in agreement with current Principal Policies and
Procedures.

C. Consignee shall be responsible for any loss of or damage to merchandise while it is under consignee's control.

                                                    Page 1 of 5
SECTION THREE

                                          SALE OF MERCHANDISE

A. Consignee shall devote her best efforts to the sale and distribution of principal's merchandise.

B. All sales made by consignee shall be for cash. Credit sales may be made by consignee on written authority
only, and on terms which principal may approve prior to such sales.

C. Consignee shall not sell principal's merchandise at less than the authorized prices, which prices will be
reflected in price schedules that will be furnished to consignee from time to time. If a authorized price is not
established, the consignee shall have the right to sell principal's merchandise at any price she chooses. All
authorized prices shall be in writing on principles letter head.

SECTION FOUR

                              MONTHLY STATEMENTS; COMPENSATION

A. Consignee shall furnish principal with semi-monthly statements indicating all sales transactions during the
preceding month via email and the extent of current inventory. Such statements shall be received by principal no
later than every two weeks starting from the inception of the 'agreement'.

B. With the monthly statement, consignee shall replenish agreed inventory quantities and remit to principal all
monies received by her from the sale of goods in accordance to either company policy or any written agreement.
Meaning if either party chooses to specify the amount of money or quantity of inventory to replenish, it must be in
writing and agreed to by both parties. Oral agreements will suffice in as long as both parties operate in
accordance to the oral agreement and any disagreement arising from the oral agreement interpretation will result
in both parties immediately operating in accordance to the last written agreement or contract.

C. As soon as practicable after the 1st day of each month, principal shall render a written statement to consignee
showing sales during the preceding month, and shall remit to consignee net commissions for such sales in
accordance with the policies and procedures of the principle.

SECTION FIVE

                              MANAGEMENT OF CONSIGNEE'S BUSINESS

A. Consignee shall have entire charge of the management and operation of her business; she shall furnish all
equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of
her business.

B. Principal reserves no supervision or control over consignee in the facilities, employees, and methods to be
used and employed by consignee in carrying out the purposes of this agreement, and shall in no event be
responsible for negligence of consignee or consignee's employees.

                                                     Page 2 of 5
SECTION SIX

                                         TITLE TO MERCHANDISE

Consigned merchandise shall remain the property of principal until sold in the regular course of business, except
that consignee shall be responsible for all shortages of stock.

SECTION SEVEN

                                     EMPLOYEE BENEFIT PAYMENTS

Consignee shall and does accept full and exclusive liability for the payment of any and all premiums, contributions,
and taxes for workers' compensation insurance, unemployment insurance, and for pensions, annuities, and
retirement benefits, now or later imposed by or pursuant to federal and state laws, which are measured by the
wages, salaries, or other remuneration paid to persons employed by consignee in connection with the
performance of this agreement. Consignee shall indemnify principal against any and all liability for any premiums,
taxes, or contributions respecting consignee's employees that may be assessed against principal. Consignee shall
enter into any agreement that has been or may later be prescribed by any federal or state governmental body or
authority to effectuate the above-stated purposes.

SECTION EIGHT

                                                TERMINATION

This agreement is not assignable and may be terminated by either party on 30 days' written notice to the other.
On termination, principal shall have the right, for a period not to exceed 1 month following the date of termination,
to:
sell and remove all of its merchandise from the facilities of the consignee during such period; provided, however,
the consignee will be responsible for any shortages and must remit with 5 days any monies to the principle for
sales not already accounted for by the principle.

SECTION NINE

                                               GOVERNING LAW

It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the
State of Nevada.

SECTION TEN

                                                  NO WAIVER

The failure of either party to this agreement to insist on the performance of any of the terms and conditions of this
agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be
construed as waiving any terms and conditions, but such terms and conditions shall continue and remain in full
force and effect as if no forbearance or waiver had occurred.

                                                    Page 3 of 5
SECTION ELEVEN

                                         ARBITRATION OF DISPUTES

All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this
agreement are subject to binding arbitration. Either party may make a demand for arbitration by filing such
demand in writing with the other party within 5 days after the dispute first arises. Subsequently, binding arbitration
shall be conducted by one to three arbitrators acting under the rules of commercial arbitration of the American
Arbitration Association in the State of Nevada.

SECTION TWELVE

                                                 ATTORNEY FEES

In the event that any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the
successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.

SECTION THIRTEEN

                                      EFFECT OF PARTIAL INVALIDITY

The invalidity of any part of this agreement will not and shall not be deemed to affect the validity of any other part.
In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.

SECTION FOURTEEN

                                              ENTIRE AGREEMENT

This agreement shall constitute the entire agreement between the parties. Any prior understanding or
representation of any kind preceding the date of this agreement shall not be binding on either party except to the
extent incorporated in this agreement.

SECTION FIFTEEN

                                      MODIFICATION OF AGREEMENT

Any modification of this agreement or additional obligation assumed by either party in connection with this
agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of
each party.

                                                      Page 4 of 5
SECTION SIXTEEN

                                          PARAGRAPH HEADINGS

The titles to the paragraphs of this agreement are solely for the convenience of the parties and shall not be used to
explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.

SECTION SEVENTEEN

                                               COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute but one and the same instrument.

In witness of the above, each party to this agreement has caused it to be executed at on the date indicated below.

          -----------------------------------                   -----------------------------------
                                    Signature                                                  Date




          -----------------------------------                   -----------------------------------
                                    Signature                                                  Date




                                                    Page 5 of 5
THE WANDA BOONE CONSIGNMENT PROJECT


                                       CONSIGNMENT AGREEMENT

Agreement made, effective as of February 1st, 2007 by and between The Right Solution Gateway of 2555 E
Washburn Rd, North Las Vegas, NV 89081, County of Clark, State of Nevada, subsequently referred to as
principal, and Wanda Boone of 14370 Hwy 50 N Willow Springs, NC, 27592, subsequently referred to as
consignee.

                                                    RECITALS

The parties recite and declare:

A. Principal conducts a manufacturing, network marketing business described as follows: The Right Solution
Gateway is a business that has specialized in the network marketing of nutritional whole foods and supplements.

B. Principal desires to arrange for the sale and distribution of its merchandise throughout the consignment of
various nutritional whole foods and supplements.

C. Consignee has agreed to undertake the marketing of principal's merchandise on the terms set forth in this
agreement.

In consideration of the above recitals, the terms and covenants of this agreement, and other valuable
consideration, the receipt of which is acknowledged, the parties agree as follows:

SECTION ONE

                                        EXCLUSIVE APPOINTMENT

Consignee shall have the exclusive right to sell and distribute principal's merchandise throughout consignment
during the term of this agreement.

SECTION TWO

                                       DELIVERY OF MERCHANDISE

A. Principal shall deliver to consignee such quantity of its merchandise that consignee requires for sale from its
place of business at 14370 Hwy 50N, Willow Springs, NC 27592.

B. Principal shall pay all freight and shipping charges for the initial consignment order and then the consignee
agrees to pay freight and shipping charges on ALL other orders in agreement with current Principal Policies and
Procedures.

C. Consignee shall be responsible for any loss of or damage to merchandise while it is under consignee's control.

                                                    Page 1 of 5
SECTION THREE

                                          SALE OF MERCHANDISE

A. Consignee shall devote her best efforts to the sale and distribution of principal's merchandise.

B. All sales made by consignee shall be for cash. Credit sales may be made by consignee on written authority
only, and on terms which principal may approve prior to such sales.

C. Consignee shall not sell principal's merchandise at less than the authorized prices, which prices will be
reflected in price schedules that will be furnished to consignee from time to time. If a authorized price is not
established, the consignee shall have the right to sell principal's merchandise at any price she chooses. All
authorized prices shall be in writing on principles letter head.

SECTION FOUR

                              MONTHLY STATEMENTS; COMPENSATION

A. Consignee shall furnish principal with semi-monthly statements indicating all sales transactions during the
preceding month via email and the extent of current inventory. Such statements shall be received by principal no
later than every two weeks starting from the inception of the 'agreement'.

B. With the monthly statement, consignee shall replenish agreed inventory quantities and remit to principal all
monies received by her from the sale of goods in accordance to either company policy or any written agreement.
Meaning if either party chooses to specify the amount of money or quantity of inventory to replenish, it must be in
writing and agreed to by both parties. Oral agreements will suffice in as long as both parties operate in
accordance to the oral agreement and any disagreement arising from the oral agreement interpretation will result
in both parties immediately operating in accordance to the last written agreement or contract.

C. As soon as practicable after the 1st day of each month, principal shall render a written statement to consignee
showing sales during the preceding month, and shall remit to consignee net commissions for such sales in
accordance with the policies and procedures of the principle.

SECTION FIVE

                              MANAGEMENT OF CONSIGNEE'S BUSINESS

A. Consignee shall have entire charge of the management and operation of her business; she shall furnish all
equipment and vehicles, and hire and pay the wages of all assistants and employees required for the operation of
her business.

B. Principal reserves no supervision or control over consignee in the facilities, employees, and methods to be
used and employed by consignee in carrying out the purposes of this agreement, and shall in no event be
responsible for negligence of consignee or consignee's employees.

                                                     Page 2 of 5
SECTION SIX

                                         TITLE TO MERCHANDISE

Consigned merchandise shall remain the property of principal until sold in the regular course of business, except
that consignee shall be responsible for all shortages of stock.

SECTION SEVEN

                                     EMPLOYEE BENEFIT PAYMENTS

Consignee shall and does accept full and exclusive liability for the payment of any and all premiums, contributions,
and taxes for workers' compensation insurance, unemployment insurance, and for pensions, annuities, and
retirement benefits, now or later imposed by or pursuant to federal and state laws, which are measured by the
wages, salaries, or other remuneration paid to persons employed by consignee in connection with the
performance of this agreement. Consignee shall indemnify principal against any and all liability for any premiums,
taxes, or contributions respecting consignee's employees that may be assessed against principal. Consignee shall
enter into any agreement that has been or may later be prescribed by any federal or state governmental body or
authority to effectuate the above-stated purposes.

SECTION EIGHT

                                                TERMINATION

This agreement is not assignable and may be terminated by either party on 30 days' written notice to the other.
On termination, principal shall have the right, for a period not to exceed 1 month following the date of termination,
to:
sell and remove all of its merchandise from the facilities of the consignee during such period; provided, however,
the consignee will be responsible for any shortages and must remit with 5 days any monies to the principle for
sales not already accounted for by the principle.

SECTION NINE

                                               GOVERNING LAW

It is agreed that this agreement shall be governed by, construed, and enforced in accordance with the laws of the
State of Nevada.

SECTION TEN

                                                  NO WAIVER

The failure of either party to this agreement to insist on the performance of any of the terms and conditions of this
agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be
construed as waiving any terms and conditions, but such terms and conditions shall continue and remain in full
force and effect as if no forbearance or waiver had occurred.

                                                    Page 3 of 5
SECTION ELEVEN

                                         ARBITRATION OF DISPUTES

All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this
agreement are subject to binding arbitration. Either party may make a demand for arbitration by filing such
demand in writing with the other party within 5 days after the dispute first arises. Subsequently, binding arbitration
shall be conducted by one to three arbitrators acting under the rules of commercial arbitration of the American
Arbitration Association in the State of Nevada.

SECTION TWELVE

                                                 ATTORNEY FEES

In the event that any action is filed in relation to this agreement, the unsuccessful party in the action shall pay to the
successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.

SECTION THIRTEEN

                                      EFFECT OF PARTIAL INVALIDITY

The invalidity of any part of this agreement will not and shall not be deemed to affect the validity of any other part.
In the event that any provision of this agreement is held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.

SECTION FOURTEEN

                                              ENTIRE AGREEMENT

This agreement shall constitute the entire agreement between the parties. Any prior understanding or
representation of any kind preceding the date of this agreement shall not be binding on either party except to the
extent incorporated in this agreement.

SECTION FIFTEEN

                                      MODIFICATION OF AGREEMENT

Any modification of this agreement or additional obligation assumed by either party in connection with this
agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of
each party.

                                                      Page 4 of 5
SECTION SIXTEEN

                                          PARAGRAPH HEADINGS

The titles to the paragraphs of this agreement are solely for the convenience of the parties and shall not be used to
explain, modify, simplify, or aid in the interpretation of the provisions of this agreement.

SECTION SEVENTEEN

                                               COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute but one and the same instrument.

In witness of the above, each party to this agreement has caused it to be executed at on the date indicated below.

          ------------------------------------                 ------------------------------------
                                     Signature                                                 Date




          ------------------------------------                 ------------------------------------
                                     Signature                                                 Date




                                                    Page 5 of 5
GATEWAY DISTRIBUTORS, LTD

                                       STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of February 3, 2006 BETWEEN GATEWAY DISTRIBUTORS LTD, a
Nevada corporation (the "Company"), and GARY HEATH (the "Optionee").

                                   THE PARTIES AGREE AS FOLLOWS:

1. OPTION GRANT. The Company hereby grants to the Optionee an option (the "Option") to purchase the
number of shares of the Company's common stock (the "Shares"), for an exercise price per share (the "Option
Price") and based upon a Grant Date, all as set forth below:

                         Shares under      option:                         3,000,000,000
                         Option Price      per Share:                             $.0001
                         Grant Date:                                  February 3, 2006




The Option granted hereunder will be an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.

2. STOCKHOLDER RIGHTS. No rights or privileges of a stockholder in the Company are conferred by reason
of the granting of the Option. Optionee will not become a stockholder in the Company with respect to the Shares
unless and until the Option has been properly exercised and the Option Price fully paid as to the portion of the
Option exercised.

3. EXERCISE PROCEDURE. Subject to the conditions set forth in this Agreement. this option shall be
exercised by the Optionee's delivery of written notice of exercise to the Treasurer of the Company, specifying the
number of shares to be purchased and the purchase price to be paid therefore and accompanied by payment in
full in accordance with Section 4. Such exercise shall be effective upon receipt by the Treasurer of the Company
of such written notice together with the required payment. The Optionee may purchase less than the number of
shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for
fewer than ten whole shares. Notwithstanding anything herein contained to the contrary, the Optionee and the
Company acknowledge that the Optionee exercised the Option to acquire all of the Shares. Optionee will deliver
to the Company $300,000 dollars, the receipt and sufficiency of which is acknowledged by the Company.
However, the Shares were not issued to the Optionee. Instead, the Optionee and the Company agreed that the
certificates for the Shares would be issued at a subsequent date as determined by the Optionee. However, the
parties have agreed that the number of the Shares to be issued to the Optionee shall be adjusted to reflect any
reverse splits in the shares of the common stock of the Company which have occurred, so that the number of the
Shares to be to be issued to the Optionee will be proportionately increased so that the number of the Shares shall
be proportionately the same number of the Shares immediately following any such subdivision as existed before
any such subdivision.

RELATIONSHIP WITH THE COMPANY. Except as otherwise provided in this Section 3, this option may not
be exercised unless the Optionee, at the time he or she exercises this option, is, and has been at all times since the
date of grant of this option, an employee, officer or director of, or consultant or advisor to, the Company (an
"Eligible

                                                          1
Optionee").

5. TERMINATION OF RELATIONSHIP WITH THE COMPANY. If the Optionee ceases to be an Eligible
Optionee for any reason, then, except as provided in paragraphs (a) and (b) below, the right to exercise this
option shall terminate three (3) years after such cessation (but in no event after the Expiration Date), provided
that this option shall be exercisable only to the extent that the Optionee was entitled to exercise this option on the
date of such cessation. Notwithstanding the foregoing, if the Optionee, prior to the Expiration Date, materially
violates the non-competition or confidentiality provisions of any employment contract, confidentiality and
nondisclosure agreement or other agreement between the Optionee and the Company. the right to exercise this
option shall terminate immediately upon written notice to the Optionee from the Company describing such
violation.

(a) Exercise Period Upon Death or Disability. If the Optionee dies or becomes disabled (within the meaning of
Section 22(e)(3) of the Code) prior to the Expira1ion Date while he or she is an Eligible Optionee, or if the
Optionee dies within three months after the Optionee ceases to be an Eligible Optionee (other than as the result
of a termination of such relationship by the Company for "cause" as specified in paragraph (f) below), this option
shall be exercisable, within the period of three years following the date of death or disability of the Optionee
(whether or not such exercise occurs before the Expiration Date), by the Optionee or by the person to whom this
option is transferred by will or the laws of descent and distribution, provided that this option shall be exercisable
only to the extent that this option was exercisable by the Optionee on the date of his or her death or disability.
Except as otherwise indicated by the context, the term "Optionee," as used in this option, shall be deemed to
include the estate of the Optionee or any person who acquires the right to exercise this option by Bequest or
inheritance or otherwise by reason of the death of the Optionee

(b) Discharge for Cause. If the Optionee, prior to the Expiration Date, is discharged by the company for
"cause" (as defined below), the right to exercise this option shall terminate immediately upon such cessation of
employment. "Cause" shall mean willful misconduct by the Optionee or willful failure to perform his or her
responsibilities in the best interests of the Company (including, without limitation, breach by the Optionee of any
provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement
between the Optionee and the Company), as determined by the Company, which determination shall be
conclusive. The Optionee shall be considered to have been discharged for "cause" if the Company determines,
within 30 days after the Optionee's resignation, that discharge for cause was warranted.

          6           PAYMENT OF PURCHASE PRICE.
                      -------------------------

                      (a) Method of Payment. Payment of the purchase price for shares
                      purchased upon exercise of this option shall be made (i) by delivery
                      to the Company of cash or a check to the order of the Company in an
                      amount equal to the purchase price of such shares, (ii) subject to the
                      consent of the Company. by delivery to the Company of shares of Common
                      Stock of the Company then owned by the Optionee having a fair market
                      value equal in amount to the purchase price of such shares, (iii) by
                      any other means which the Board of Directors determines are




                                                          2
consistent with the purpose of the Plan and with applicable laws and regulations (including, without limitation, the
provisions of Rule 16b-3 under the Securities Exchange Act of 1934 and Regulation T promulgated by the
Federal Reserve Board), or (iv) by any combination of such methods of payment.

(b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment of Purchase Price. For the
purposes hereof, the fair market value of any share of the Company's Common Stock or other non-cash
consideration which may be delivered to the Company in exercise of this option shall be determined in good faith
by the Board of Directors of the Company.

(c) Delivery of Shares Tendered in Payment of Purchase Price. If the Optionee exercises this option by delivery
of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common
Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied
by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company.
Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of
shares acquired upon exercise of this option.

(d) Restrictions on Use of Option Stock. Notwithstanding the foregoing, no shares of Common Stock of the
Company may be tendered in payment of the purchase price of shares purchased upon exercise of this option if
the shares to be so tendered were acquired within twelve (12) months before the date of such tender through the
exercise of an option granted under the Plan or any other stock option or restricted stock plan of the Company.

Delivery of Shares: Compliance With Securities Laws. Etc

(a) General. The Company shall, upon payment of the option price for the number of shares purchased and paid
for, make prompt delivery of such shares to the Optionee, provided that if any law or regulation requires the
Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of
such shares shall be extended for the period necessary to complete such action.

(b) Listing, Qualification Etc. This option shall be subject to the requirement that if at any time, counsel to the
Company shall determine that the listing, registration or qualification of the shares subject hereto upon any
securities exchange or under any state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is
necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may
not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure
or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of
Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing,
registration, qualification or disclosure, or to satisfy such other condition.

                                                           3
8. NO SPECIAL EMPLOYMENT OR SIMILAR RIGHTS. Nothing contained in this option shall be
construed or deemed by any person under any circumstances to bind the Company to continue the employment
or other relationship of the Optionee with the Company for the period within which this option may be exercised.

9. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a shareholder with respect to any
shares which may be purchased by exercise of this option (including, without limitation, any rights to receive
dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such
shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other right for
which the record date is prior to the date such stock certificate is issued.

10. TERMINATION. This Option will expire, unless previously exercised in full, on FEBRUARY 3, 2009 which
date is on or prior to the third anniversary of the Grant Date unless both parties agree to extend the option in
writing thirty days prior to the Termination.

This Agreement sets forth the complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreemen1s, negotiations and understandings. This Agreement will be governed by the
substantive law of the State of Nevada, and may be executed in counterparts.

The parties hereby have entered into this Agreement as of the date set forth above.

                                    GATEWAY DISTRIBUTORS, LTD

                                                       By:

Title:

"Optionee"

                                                  Gary Heath


                                                    Address:



                                                        4
INTELLECTUAL PROPERTY AGREEMENT

                         Dated as of October 1, 2006
                                   Among

          LE' ELEGANT BATH, INC. - DBA, AMERICAN BATH FACTORY

                                    And

    GATEWAY VENTURE HOLDINGS LTD AND ITS WHOLLY OWNED SUBSIDIARY
                            MARSHALL
                  CORPORATE ADMINISTRATION INC.

                                     1
THIS AGREEMENT entered into as of the first day of October 2006 between Marshall Corporate
Administration, a corporation organized under the laws of the State of Nevada and having its principal office at
2555 East Washburn Road, North Las Vegas, NV 89081 (hereinafter "Company"), and Le' Elegant Bath, with
its principal office located at 13395 Estelle Street, Corona, CA (hereinafter "LEB").

WITNESSETH, THAT

WHEREAS, Company has existing Intellectual Property (defined under this Agreement as any invention,
discoveries, patent rights, copyright, trademarks, trade secrets and/or other confidential know-how) owned
solely by Company that was created under an existing Company project and Company desires continued
research activity on such project for the purpose of further refining such Intellectual Property, and

WHEREAS, LEB has products and services that would be greatly enhanced utilizing the technologies and
platform developed by the company and desires to utilize them in malls, retail outlets and other venues for its and
other product lines.

WHEREAS, Company and LEB desire to collaborate on specific Company projects using such technologies and
platforms to work with Company's Intellectual Property under the Marshall & LEB Intellectual Property
agreement.

NOW, THEREFORE, LEB and Company do hereby mutually agree to participate in the support program
known as "BUBBA" (hereinafter "Program"), such Programs to continue for a term to be coincident with the
projected roll-out schedule and technology enhancement requirements.

1. PROGRAM PARAMETERS

1.1 Company will present a defined project plan to LEB and LEB will review and approve each project on a
case-by-case basis (hereinafter "Company Project").

1.2 Company and LEB shall mutually agree on the selection of the Manager (hereinafter "Manager") to work on
the Company Project. In the event the selected Manager leaves the Program or is unable to continue before the
end of a funded year, LEB will recommend a replacement Manager subject to the approval of Company. Such
approval shall not be unreasonably withheld.

1.3 On behalf of LEB, the Manager will perform work and support for the Company Project defined in the
attached work description to this Agreement, Exhibit A, under the primary supervision of LEB manager for
development purposes and a Company representative for technical aspects of the project.

1.4 Both parties will make available to the selected Manager the resources, equipment and facilities necessary or
useful to the Manager's approved Company Project.

1.5 It is anticipated that most of the Manager's work will be conducted at LEB' premises during the calendar
year. Company will provide the Manager a suitable working environment, including appropriate office facilities
and support services. The Manager while working at Company's premises shall be subject to Company's rules,
policies and procedures, except as otherwise provided herein.

2. PROGRAM DIRECTION.

Each party shall designate one person to be primarily responsible for the overall implementation and operation of
the Program. The LEB Representative shall

                                                         2
be the Program Director, who has over-all responsibility for the ProgramLEB has selected Ryan Leman as its
initial Program Director. The Company project must be approved by the Program Director as being appropriate
research intended to result in the Manager's published thesis. Company's initial Program Representative is Troy
Ternes who or the companies technical division.

3. PROGRAM COST.

1.1 FEE FOR INTELECTUAL PROPERY

In support of the Program, LEB agrees to pay to Company a fee of $1,000,000 for existing technologies
(Invoice # 34135) for the rights to said property and use thereof for 25 years. A 25% deposit to be paid at
signing and the balance in the 2006 calendar year.

1.2 MODIFICATIONS AND COSTS

LEB due to the nature of it's products and services will need additional programming, development, software and
hardware to meet their specific requirements, these projects and fees will be bid on a quote by quote bases and
invoiced appropriately as agreed by LEB and the Company.

4. PROPRIETARY INFORMATION.

If, in the performance of the Company Project, LEB's Program Director or Manager has access to Company's
Proprietary Information, the rights and obligations of LEB and Company with respect to such information shall be
governed by the terms set forth below:

4.1 PROPRIETARY INFORMATION.

For the purposes of this Agreement, "Proprietary Information" means Company's information disclosed by
Company pursuant to this Agreement to LEB employees, staff or Manager (for purposes of this Article 5,
hereinafter called "Recipient") which was identified in writing at the time of disclosure as proprietary. However,
Proprietary Information shall not include information which:

(a) is publicly available prior to the date of the Agreement or becomes publicly available thereafter through no
wrongful act of Recipient;

(b) was known to Recipient prior to the date of disclosure or becomes known to Recipient thereafter from a third
party having an apparent bona fide right to disclose the information;

(c) is independently developed by LEB without knowledge of Company Proprietary Information; or

4.2 LIMITATIONS ON USE.

LEB shall use Proprietary Information received from Company solely for the purposes of this Agreement. When
the Proprietary Information is no longer required for the purpose of this Agreement, LEB shall return it or dispose
of it as directed by Company.

4.3 CARE OF PROPRIETARY INFORMATION.

Company and LEB agree that all Proprietary Information received from Company and accepted by Recipient in
connection with this Agreement shall be kept confidential by LEB as provided herein unless specific written
release is obtained from Company, which release will not be unreasonably withheld. LEB shall exert reasonable
efforts (no less than the protection given its own confidential information) to maintain such information in
confidence. LEB shall be deemed to have discharged its obligations hereunder provided

                                                         3
LEB has exercised the foregoing degree of care and provided further that LEB shall immediately, upon discovery
of any disclosure not authorized hereunder, notify Company and take reasonable steps to prevent any further
disclosure or unauthorized use.

LEB' obligations of confidentiality and non-use with respect to Proprietary Information provided under this
Agreement will expire one (1) year after the expiration date of this Agreement.

5. PUBLICATIONS.

5.1 All copyrightable materials, including computer software, first produced or composed by Manager in
performance of a Company Project hereunder shall be owned solely by Company. Company hereby grants LEB
a perpetual, non-exclusive, transferable, commercial, royalty-free, paid up right and license to use such materials
internally for research and educational purposes.

5.2 The foregoing notwithstanding, the parties hereto expressly recognize that each Manager's white paper which
is anticipated to result from Company Project carried out under this Agreement will be solely the work product of
the Manager and that the white paper will be publishable, including placing a copy in LEB' libraries. To prevent
an inadvertent disclosure of Company's Proprietary Information, the Manager shall submit a copy of the
proposed white paper to the designated representative of Company for review prior to submission of the white
paper, which review will be conducted promptly. Company may request LEB to withhold publication of the white
paper for up to thirty (30) days from date of submission to Company, and may request removal of Company's
Proprietary Information. Company may request LEB to withhold publication of the white paper for an additional
thirty (30) days from submission to Company in order for Company to file a patent application.

5.3 All other publications by LEB derived from Manager work under a Company Project during this Agreement
shall be submitted to Company at least thirty (30) days prior to publication to provide Company with an
opportunity to identify an inadvertent release of Company's Proprietary Information or potentially patentable
subject matter.

6. INTELLECTUAL PROPERTY.

6.1 Title to any improvements to or new Intellectual Property (hereinafter "Company Project Intellectual
Property") conceived and reduced to practice in the performance of Company Project under this Agreement will,
whether or not patentable, be owned solely by Company. The Manager will assign all rights in such Company
Project Intellectual Property to LEB, and LEB will assign all rights to this Company Project Intellectual Property
to Company. Company hereby grants LEB a perpetual, non-exclusive, royalty-free, commercial, paid-up right
and license to use such Company Project Intellectual Property internally for educational and research purposes.

6.2 Manager will promptly notify LEB Office of Corporate Technology Transfer (OCTT) on having identified any
potentially valuable Company Project Intellectual Property made during this Agreement in the performance of this
Agreement and LEB OCTT shall promptly notify Company. Company agrees to pay all expenses of patent filing
and prosecuting such applications.

                                                         4
6.3 LEB and Manager shall cooperate with Company in signing all documents, including assignments and patent
applications, as Company may reasonably require. The foregoing notwithstanding, LEB shall retain rights in any
such Company Project Intellectual Property in accordance with Article 6.1 above.

6.4 In consideration of the benefits provided to LEB under this Agreement, Company agrees to pay the
Company a royalty from the income LEB receives from the external commercialization of Company Project
Intellectual Property in the form of proceeds derived from sales, licenses or sublicenses for the life of the
commercial product, process or service.

7. USE OF NAMES.

Neither party will use the name of the other in any advertising or other form of publicity without the written
permission of the other.

8. NOTICES.

Any notices required to be given or which shall be given under this Agreement shall be in writing delivered by first
class mail addressed to the following addresses:

                              Company Technical Contact:                Troy Ternes
                              Company Administrative Contact:           Rick Bailey
                              LEB Technical Contact:                    Ryan Leman
                              LEB Administrative Contact:               Jim Wheeler




9. TERM AND TERMINATION.

9.1 The initial term of this Agreement shall coincide with Manager's current schedule up to a period of four (4)
years unless sooner terminated as provided in this Article 10.

9.2 If Company fails to meet any of its obligations under this Agreement and fails to remedy any such failure
within thirty (30) days after receipt of written notice thereof, LEB shall have the option of terminating this
Agreement upon written notice thereof. In the event LEB fails to meet its obligations under this Agreement and
fails to remedy any such failure within thirty (30) days after receipt of written notice thereof, Company will have
the option of terminating this Agreement upon written notice thereof, and such right to terminate shall be
Company's sole remedy at law or in equity.

9.3 Upon termination of this Agreement pursuant to the terms of this Article 9, Company shall reimburse LEB for
all of it fee and reasonable expenses and uncancellable commitments incurred or committed as of the date of
termination and not paid for by Company previously, provided that the cumulative reimbursement responsibility of
the Company may not exceed the total amount committed for Program funding under this Agreement.

9.4 In the event the selected Manager leaves the Program or is unable to continue, and a mutually acceptable
replacement Manager cannot be found and agreed upon within a reasonable period thereafter, the parties agree
to terminate this Agreement.

10. WARRANTY

THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION, ORIGINALITY, OR
ACCURACY OF THE PROJECT OR ANY INTELLECTUAL PROPERTY OR PRODUCT(S),
WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED, OR DEVELOPED UNDER
THIS AGREEMENT; OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PROJECT OR ANY SUCH INTELLECTUAL

                                                          5
PROPERTY OR PRODUCT. LEB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, OR OTHER

LEB MAKES NO REPRESENTATION OR WARRANTY REGARDING ACTUAL OR POTENTIAL
INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY OF THIRD
PARTIES, AND COMPANY ACKNOWLEDGES THAT THE AVOIDANCE OF SUCH
INFRINGEMENT IN THE DESIGN, USE, AND SALE OF PRODUCTS AND PROCESSES RELATED
TO THE RESEARCH SHALL REMAIN THE RESPONSIBILITY OF COMPANY.

11. INDEMNIFICATION

To the maximum extent permitted by law, each party agrees to indemnify and hold harmless the other party and
its employees and agents against any claim, loss, cost, expense, damage or liability of any kind (including
reasonable attorney fees and expenses of litigation) arising out of or connected with the participation in this
Agreement or its use of Intellectual Property.

Without limiting the foregoing, each party agrees to hold harmless, indemnify and defend the other party from all
claims, liabilities, demands, damages, expenses and losses (including reasonable attorney fees and expense of
litigation) arising out of the use by the indemnifying party, or by any third party acting on behalf of or under its
authorization, of the other's party's Intellectual Property or out of any use, sale or other disposition by the
indemnifying party, or by any party acting on behalf of or under its authorization, of products made or developed
as a result of information or materials received from the other party. The provisions of this paragraph shall survive
termination of this Agreement.

12. GOVERNING LAW.

The laws of the State of California shall govern this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written
above.

By:
Name: Jamie Plante
Title: President, Marshall Corporate Administration Date:

Agreed By:

By:
Name: Richard R. Wheeler
Title: President, Le' Elegant Bath, Inc. Date:

                                                          6
INVENTORY AND EQUIPMENT LOAN AGREEMENT

                         Dated as of October 1, 2006
                                   Among

          LE' ELEGANT BATH, INC. - DBA, AMERICAN BATH FACTORY

                                And
    GATEWAY VENTURE HOLDINGS LTD AND ITS WHOLLY OWNED SUBSIDIARY
                            MARSHALL
                  CORPORATE ADMINISTRATION INC.

                                     1
                                                  PARTIES

THIS Agreement ("Agreement"), dated as of October 1, 2006 is by and among Le' Elegant Bath, Inc. - DBA,
AMERICAN BATH FACTORY, a California Corporation, 13395 Estelle Street, Corona California 92879
("ABF"), and GATEWAY DISTRIBUTORS

LTD, and its wholly owned subsidiary, MARSHALL CORPORATE ADMINISTRATION, INC, 2555 East
Washburn Road, North Las Vegas 89081, a Nevada Corporation ( "MCA").


WHEREAS MCA intends to make certain advances to ABF based on the value of certain of its inventory and of
its equipment, the whole subject to the terms and conditions of the present Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

1 PREAMBLE

1.1 The preamble is deemed to be part of this Agreement.

2. DEMAND INVENTORY LOAN AND EQUIPMENT LOAN

2.1 MCA agrees to make loans to ABF, repayable on demand, by way of advances on a revolving basis, based
on the value of certain of its inventory, in accordance and subject to the terms and conditions hereof (the -
INVENTORY LOAN-);

2.2 MCA agrees to make loans to ABF, repayable on demand, by way of advances on a revolving basis, based
on the value of certain of its equipment, in accordance and subject to the terms and conditions hereof (the -
EQUIPMENT LOAN-);

2.3 The parties hereby agree that the aggregate sums advanced by MCA to ABF, shall not exceed
$5,000,000.00, with respect to the Inventory Loan and $5,000,000.00 with respect to the Equipment Loan.

3. DEFINITIONS

3.1 For the purposes hereof, the following words or expressions shall have the meaning ascribed to them.

(a) ELIGIBLE INVENTORY: means ABF's inventory of Raw Materials or Finished Goods, which is not subject
to any conditional sale, consignment or other vendor's right of ownership or revindication;
(b) RAW MATERIALS: means the source materials used in the production of finished goods for the purposes of
resale which includes but is not limited to plastics, metals, fasteners and supplies of various sources.

                                                       2
(c) FINISHED GOODS: means only the products for the current selling season of ABF, which are not subject to
a license or any other intellectual property right given or granted to the Borrower except if such licensor or holder
of the intellectual property right has agreed and consented to the security to be granted.
(d) COST OF ELIGIBLE INVENTORY: means (i) with respect to Raw Materials or Finished Goods, the price
paid by ABF for the purchase of the products net of transportation costs, commissions, duties, taxes and any
other charges.
(e) ELIGIBLE EQUIPMENT: means ABF's equipment and office furniture, which is not subject to any
conditional sale, consignment or other vendor's right of ownership or revindication;

4. DISBURSEMENT OF THE INVENTORY LOAN AND OF THE EQUIPMENT LOAN AND
DIRECTIONS OF PAYMENT

4.1 The Inventory Loan shall be disbursed by MCA to ABF, at its request. All advances shall be made by MCA
to ABF by way of wire transfer at a cost of $20.00 per transfer.

4.2 The Equipment Loan shall be disbursed by MCA to ABF, at its request. All advances shall be made by
MCA to ABF by way of wire transfer at a cost of $20.00 per transfer.

4.3 ABF hereby directs and instructs MCA to use, from time to time, the proceeds of all sums available to ABF
in virtue of the Agreement, to reduce the amounts outstanding under the Inventory Loan and the Equipment Loan
of ABF, on a pro rata basis unless otherwise designated by ABF.

5. REIMBURSEMENT OF THE INVENTORY LOAN AND OF THE EQUIPMENT LOAN

5.1 The Inventory Loan shall be repayable on demand. In addition, if at any given time the outstanding advances
exceeds the amount approved, then ABF shall automatically be deemed to be on notice to reimburse such excess
without any other demand by MCA unless arrangements are made to extend the terms with MCA.

5.2 The Equipment Loan shall be repayable on demand. In addition, if at any given time the outstanding advances
exceeds the amount approved, then ABF shall automatically be deemed to be on notice to reimburse such excess
without any other demand by MCA unless arrangements are made to extend the terms with MCA.

                                                         3
6. INTEREST

6.1 ABF shall pay to MCA interest, calculated daily and charged monthly, on the last day of each month, while
the Inventory Loan and the Equipment Loan are outstanding, both before and after default, at a rate per annum
calculated on the daily outstanding balance of the Inventory Loan and of the Equipment Loan, at a rate equal to
seven and one-half percent (7.5%).

7. TERM OF AGREEMENT

7.1 This Agreement shall remain in force for a period of one year from the date of signature thereof and will be
automatically renewed for successive periods of one (1) year, unless either party give at least ninety (90) days
prior notice.

8.CONDITIONS OF LOAN

8.1 The following covenants shall apply:
(a) ABF shall not grant or allow any lien, charge, lease or other encumbrance, whether fixed or floating, to be
registered against or exist on any of its Inventory or Equipment for which it has borrowed funds.
(b) Borrower shall during the term of this Agreement:
i) maintain a computer system to provide current detailed inventory, to allow MCA to evaluate its inventory.

9. LEGAL

9.1 Governing Law. This Agreement and the legal relations among the parties 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.

9.2 Arbitration. Any controversy or claim arising out of or relating to this 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.

10. AUTHORIZATION

10.1 ABF authorizes MCA to accept telephone and facsimile communications on its behalf as full and sufficient
authority to act in accordance with the communications, as received by MCA.

                                                           4
10.2 ABF shall be bound by all such telephone and facsimile communications from itself in the same manner and
extent as if such communications were originally handwritten and signed by ABF, and ABF shall hold MCA at all
times fully indemnified from all claims and demands in respect of all such instructions, in the event such telephone
and facsimile communications were made without authority or otherwise.

Marshall Corporate Administration

                 By:                                                   Date:
                    ----------------------------------                      ------------------
                      Jamie Plante
                      President, CFO




Le' Elegant Bath, Inc. - DBA, American Bath Factory

                 By:                                                   Date:
                    ----------------------------------                      ------------------
                      Richard R. Wheeler
                      President




                                                         5
EXHIBIT 21

                                               SUBSIDIARIES

1. Marshall Holdings International, Inc. (previously known as Gateway Distributors, Ltd.)
2. The Right Solution Gateway
3. Marshall Distributing, Inc. (previously known as Grandma Hamman's Specialty Foods)
4. Gateway Venture Holdings, Inc.
5. Marshall Corporate Administration, Inc. (previously known as Gateway Corporate Administration, Inc.)
6. Mountain West Holdings, Inc.

All subsidiaries are incorporated in Nevada.
EXHIBIT 23.1

                 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

April 13, 2007

Board of Directors
Marshall Holdings International, Inc.
North Las Vegas, Nevada

We hereby consent to the incorporation by reference in this Form 10-KSB filed on or about April 13, 2007 of
the report dated April 10, 2007, relating to the consolidated financial statements of Marshall Holdings
International, Inc. for the year ended December 31, 2006, and to our inclusion as a named expert. Our report
included an explanatory paragraph regarding Marshall's ability to continue as a going concern.

                                    /s/   Madsen & Associates CPA's, Inc.

                                   Madsen & Associates CPA's, Inc.
                                   684 East Vine Street, #3
                                   Murray, Utah 84107
EXHIBIT 23.2

LAWRENCE SCHARFMAN & CO., CPA PC
CERTIFIED PUBLIC ACCOUNTS

18 E SUNRISE HIGHWAY, #203 9608 HONEY BELL CIRCLE FREEPORT, NY 11520 BOYNTON
BEACH FL, 33437 TELEPHONE: (516) 771-5900 TELEPHONE: (561) 733-0296 FACSIMILE: (516)
771-2598 FACSIMILE: (561) 470-0613

                          MARSHALL HOLDINGS INTERNATIONAL, INC.
                                      RICHARD BAILEY
                                2555 EAST WASHBURN ROAD
                                NORTH LAS VEGAS, NV 89081

                               CONSENT OF INDEPENDENT AUDITORS

I hereby consent to the incorporation by reference in this Form 10-KSB filed on or about April 13, 2007 of the
report dated April 10, 2007, relating to the consolidated financial statements of Gateway Distributors, Ltd. for
the year ended December 31, 2005, and to our inclusion as a named expert. Our report included an explanatory
paragraph regarding the substantial doubt about Gateway's ability to continue as a going concern.

Sincerely

                                        /s/ Lawrence Scharfman
                                        ---------------------------
                                        Lawrence Scharfman
EXHIBIT 31.1

                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER
     AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Bailey, certify that:

1. I have reviewed this Form 10-KSB of Marshall Holdings International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods present in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principals;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

             Date: April 16, 2007.

                                            /s/ Richard A. Bailey
                                            --------------------------------------------------
                                            Richard A. Bailey, Chief Executive Officer
EXHIBIT 31.2

                  CERTIFICATION OF CHIEF FINANCIAL OFFICER
     AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, W. Jamie Plante, certify that:

1. I have reviewed this Form 10-KSB of Marshall Holdings International, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods present in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small
business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principals;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the
small business issuer's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

(b) Any fraud, whether or not material, that involved management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

             Date: April 16, 2007.

                                            /s/ W. Jamie Plante
                                            --------------------------------------------------
                                            W. Jamie Plante, Chief Financial Officer
EXHIBIT 32.1

                           CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                               PURSUANT TO 18 U.S.C. SECTION 1350
                                   AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-KSB of Marshall Holdings International, Inc.
for the fiscal year ending December 31, 2006, I, Richard A. Bailey, Chief Executive Officer of Marshall Holdings
International, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Annual Report on Form 10-KSB for the fiscal year ending December 31, 2006, fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Annual Report on Form 10-KSB for the fiscal year ending December 31,
2006, fairly presents, in all material respects, the financial condition and results of operations of Marshall Holdings
International, Inc.

             Dated: April 16, 2007.

                                           /s/ Richard A. Bailey
                                           --------------------------------------------------
                                           Richard A. Bailey, Chief Executive Officer of
                                           Marshall Holdings International, Inc.
EXHIBIT 32.2

                           CERTIFICATION OF CHIEF FINANCIAL OFFICER
                               PURSUANT TO 18 U.S.C. SECTION 1350
                                   AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-KSB of Marshall Holdings International, Inc.
for the fiscal year ending December 31, 2006, I, W. Jamie Plante, Chief Financial Officer of Marshall Holdings
International, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1. Such Annual Report on Form 10-KSB for the fiscal year ending December 31, 2006, fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Annual Report on Form 10-KSB for the fiscal year ending December 31,
2006, fairly presents, in all material respects, the financial condition and results of operations of Marshall Holdings
International, Inc.

             Dated: April 16, 2007.

                                           /s/ W. Jamie Plante
                                           --------------------------------------------------
                                           W. Jamie Plante, Chief Financial Officer of
                                           Marshall Holdings International, Inc.