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Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 11-20-2006

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Agreement - MARSHALL HOLDINGS INTERNATIONAL,  - 11-20-2006 Powered By Docstoc
					AGREEMENT

                          Dated as of September 1, 2006

                                     Among

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

                      AND GATEWAY DISTRIBUTORS LTD
                                                  AGREEMENT

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, 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 ABF will acquire its Products,
Services, Marketing, Technology services and day to day consulting needs to be determined from the Company's
wholly owned subsidiary Marshall Corporate Administration.

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 1PURCHASE 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), the ABF shall
purchase from the Company, at the Closing (as hereinafter defined) Products, Services, Marketing and
Technology needed:

(i)the right to use the names and all variations thereof related to the sale of the 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 ABF 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
ABF. All information in the marketing material and corresponded will be the liability of the ABF. The Company
will serve as the distribution center for the marketing material.

1.3 Purchase Price. The ABF shall pay for services on an agreed to price on each request for services. The 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 $851,425 which will be marketing and fulfillment services utilized in the development of collateral
material.

1.3.1 Payment. ABF will make payment per agreement and normal terms on the $851,425 dollar 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.
ARTICLE 2 ABF

                                                COMPENSATION

2.1 Richard R. Wheeler will serve as President/CEO of Marshall Corporate Administration and have veto rights
on any decisions made on expenses, purchases and assets.

2.2 Marshall Corporate Administration will be a wholly owned subsidiary of Marshall Distributing

2.3 Twenty Five percent of all monies raised through a stock offering in the parent company, Gateway
Distributors will be put into Marshall Corporate Administration until such time it spins off on its own.

2.4 Richard R. Wheeler will have the right to request the Company to spin off Marshall Corporate Administration
from the parent and become a public held company on its own anytime after it meets SEC eligibility requirements.

2.5 When the spin off occurs Richard R. Wheeler will own 60% of the spin off company stock and Gateway will
own 40%.

2.6 Gateway will maintain 60% of Gateway and Richard R. Wheeler will have 40% of Gateway stock held by
the Company.

                       ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF

                                                     COMPANY

The Company hereby represents and warrant to the 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 the 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. Marshall Corporate Administration 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")
2.5 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 TaxMatters.

                                  ARTICLE 3 REPRESENTATIONS AND

                                            WARRANTIES OF ABF

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

3.1. Corporate Organization. The ABF is a corporation duly organized, validly existing and in good standing
under the laws of the State of California. The 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 the ABF to fulfill its obligations under this Agreement.

3.2. Authorization. The ABF has full corporate power and authority to enter into this Agreement and the ABF
Delivered Documents and to carry out the transactions contemplated herein and therein. The Boards of Directors
of the 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 the 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: (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.

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 5TERMINATION 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.

Gateway Distributors Ltd

                       By:                                       Date:
                          ----------------------------                --------
                            Rick Bailey

                            President




"COMPANY"

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

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

                            President
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-QSB of Gateway Distributors, Ltd.;

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 financing 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 reasonable 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 involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

              Date:    November       20,   2006.



                                                      /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-QSB of Gateway Distributors, Ltd.;

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 financing 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 reasonable 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 involves management or other employees who have a significant role
in the small business issuer's internal control over financial reporting.

             Date:    November      20,   2006.


                                                         /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 Quarterly Report on Form 10-QSB of Gateway Distributors, Ltd. for the
third quarter ending September 30, 2006, I, Richard A. Bailey, Chief Executive Officer of Gateway Distributors,
Ltd., 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 Quarterly Report on Form 10-QSB for the third quarter ending September 30, 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 Quarterly Report on Form 10-QSB for the third quarter ending September
30, 2006, fairly presents, in all material respects, the financial condition and results of operations of Gateway
Distributors, Ltd.

              Dated:    November   20,   2006.

                                                       /s/ Richard A. Bailey
                                                       -------------------------------------
                                                       Richard A. Bailey, Chief Executive
                                                       Officer of Gateway Distributors, Ltd.
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 Quarterly Report on Form 10-QSB of Gateway Distributors, Ltd. for the
third quarter ending September 30, 2006, I, W. Jamie Plante, Chief Financial Officer of Gateway Distributors,
Ltd., 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 Quarterly Report on Form 10-QSB for the third quarter ending September 30, 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 Quarterly Report on Form 10-QSB for the third quarter ending September
30, 2006, fairly presents, in all material respects, the financial condition and results of operations of Gateway
Distributors, Ltd.

            Dated: November 20, 2006.

                                                      /s/ W. Jamie Plante
                                                      ----------------------------------------
                                                      W. Jamie Plante, Chief Financial Officer
                                                      of Gateway Distributors, Ltd.

				
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