Asset Purchase Agreement - MARSHALL HOLDINGS INTERNATIONAL, - 5-16-2005 by MHLI-Agreements

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									ASSET PURCHASE AGREEMENT

This Agreement is made and entered into this 28th day of February, by and between Los Cabos Beverage a
Nevada corporation ("Seller"), and /Blaine Wendtland. ("Buyer") The parties hereto are collectively and
individually referred to herein as the "Parties."

RECITALS:

WHEREAS, Seller, who is in the business of marketing of nutritional, health and dietary supplements and
products along with water, wishes to sell to Buyer its Assets and company stock (sometimes referred to
hereinafter as "Business");

WHEREAS, Buyer desires to acquire assets of Seller used in the operation of the business and Seller desires to
sell, transfer and assign same to Buyer;

WHEREAS, Blaine Wendtland ("Wendtland") and Gateway Distributors Ltd are the owners of Los Cabos
Beverage.

NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties,
intending to be legally bound, agree as follows:
1. Assets to be conveyed. On the Closing Date and at the Closing Place, Seller will sell, assign, convey, transfer
and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively
referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities
and encumbrances, except as specifically assumed by Buyer as listed on attached Exhibit A: All accounts payable
are the responsibility of the Buyer.
(a) All of the tangible personal property, physical assets and equipment used or intended to be used in the
operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except
for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with
any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any
retirements made in the ordinary and usual course of business in connection with the acquisition of similar
property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets");
(b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations
and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the
operation of Business listed on Exhibit A Assets.
(c) Payables are the burden of Buyer and Seller assumes no payables.

2. Excluded Assets, Liabilities and Contracts. Seller shall be solely responsible for, and there shall be no
assumption of liability by Seller of, any liabilities, obligations or commitments of Seller of any nature whatsoever.
3. Purchase Price. It is agreed to by all parties that the startup of Los Cabos Beverage does not fit in with the
Gateway Distributors Ltd core business model, therefore it is determined that it is in the best interest of all parties
to discontinue the operation. The

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disbursements of inventory and equipment will be given to the Buyer who personally paid for these items.
4. Allocation. It is agreed between the Parties hereto that there is no cash being exchanged and no revenues
received to date from sale of the product. Therefore, the Seller has no obligation regarding taxes and licensing. It
will be the Buyer's responsibility going forward to report their federal income tax.
5. Representations, Warranties and Covenants of Seller. Seller represents, warrants and covenants to Buyer that:

(a) Organization and Standing. February 28, 2005 is the official closing date and signature of this agreement
which consummates the entire agreement.
(b) Authorization. Seller has full right, power and authority to enter into and perform this Agreement and the
transactions contemplated hereby. All necessary corporate action to approve the execution, delivery and
performance of this Agreement and the consummation of the transaction contemplated hereby has been taken by
Seller, and this Agreement constitutes a valid and binding agreement of Seller enforceable in accordance with its
terms;
(c) Personal Property. All of the Personal Tangible Assets are listed and described in Exhibit A, attached hereto.
6. Litigation. No judgment is issued or outstanding against the Business. To the best of Seller's knowledge as of
the Closing Date there is no litigation, action, claim, special assessment, suit, fine, judgment, proceeding or
investigation pending or outstanding before any arbitrator, forum, court or governmental body, department or
agency of any kind, to which Seller or the Business is a party. To the best of Seller's knowledge, no such
litigation, action, claim, special assessment, suit, fine, proceeding or investigation is now or on the Closing Date
shall be threatened, which might result in any material adverse change in the business, prospects or financial
conditions of the Business.
7. Contracts. With respect to the Business, Seller has no existing contract, agreement, lease, commitment or
understanding, written or oral, expressed or implied.
8. Absence of Restrictions. The execution, delivery and performance of this Agreement and the transaction
contemplated hereby by Seller do not and on the Closing Date will not: (i) violate any material provision of law
applicable to Seller or conflict with, result in the termination or breach of any term, condition of provision of, or
constitute a default under, the Articles of Incorporation or by-laws of Seller, or of any contract, lease, agreement
or other instrument or condition to which Seller is a party or to which the Assets are subject, or result in the
creation of any lien, charge, claim, pledge, security interest or encumbrance on any of the Assets; or (iii) cause or
result in the advancement or acceleration of maturity of any liability of the Seller or the alteration or modification
to the detriment of Buyer of the terms, conditions or provisions of any contract, lease agreement or other
instrument or condition by which Seller is bound or to which any of the Assets are subject;
9. Disclosure. Seller has made full disclosure of all material events and facts pertaining to the operation of the
Business, of which it has knowledge, including but not limited to any material events and facts pertaining to the
operation and business of the Business about which Buyer has requested information. No covenant,
representation or warranty by Seller and no written statement, certificate or exhibit furnished or to be furnished by
Seller pursuant hereto or in connection with the transactions contemplated hereby

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contains any untrue statement of a material fact or omits or will omit to state any material fact necessary to make
the statement contained therein not misleading and to provide Buyer with complete and accurate information as to
the Business. Moreover, Seller has withheld no material facts of any kind, which might affect the licenses, leases
and agreements or any other assets to be acquired.

10. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that:
(a) Authorization. All necessary action to approve the execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated hereby has been taken by Buyer, and this Agreement
constitutes a valid and binding agreement of Buyer enforceable in accordance with its terms;
(b) Absence of Restrictions. No unwaived contract, agreement or other instrument or condition exists or on the
Closing Date will exist which restricts, limits or in any manner materially adversely affects any aspect of this
Agreement or the transactions contemplated hereby. The execution, delivery and performance of this Agreement
and the transactions contemplated hereby by Buyer do not, and will not at Closing Date, conflict with or result in
the termination or breach of any terms, condition or provisions of, or constitute a default under the certificate of
incorporation, or any contract, lease agreement or other instrument or condition by which Buyer is bound; and
(c) Litigation. There is no litigation, proceeding or governmental investigation pending and no other judicial or
administrative proceedings which would materially adversely affect Buyer's power, authority or ability to enter
into this Agreement and to carry out the transactions contemplated hereby, nor any circumstances which might
give rise to such proceedings.
11. Condition Precedent to Buyer's Obligations. The obligation of Buyer to consummate the transactions
contemplated hereby is, at Buyer's option, subject to the fulfillment prior to and at the Closing Date of each of the
following conditions:
(a) Representations and Warranties. The representations and warranties of Seller contained in this Agreement or
in any statement, exhibit or other document delivered pursuant to this Agreement or in connection with the
transaction contemplated hereby shall be true and correct in all material respects on and as of the Closing Date as
though such representations and warranties were made at and as of such time;
(b) Performance. Seller shall have in all material respects performed and complied with all covenants, agreements
and conditions required by this Agreement to be performed or complied with by it prior to and on the Closing
Date;
(c) No Adverse Change. Between the date hereof and the Closing Date, there shall not have been any material
adverse change in the Assets or the operations or financial position of the Business (excluding loss of personnel
and advertising sales for air time on the Business), which would include the fact that there has not been any action
in contemplation of, or which would constitute the basis for, the institution of an insolvency proceeding of any
character;
(d) Actions. No action, suit or proceeding before any court or any governmental body or authority pertaining to
the transactions contemplated by this Agreement or its consummation shall have been instituted or threatened on
or before the Closing Date.

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12. Indemnification by Buyer.
(a) It is understood and agreed that Seller does not assume, and shall not be obligated to pay, any liability of
Buyer under the terms of this Agreement or otherwise, and shall not be obligated to perform any obligations of
Buyer of any kind or manner.
(b) Any and all Damages occasioned by, arising out of or resulting from any misrepresentation, breach of
warranty, or nonfulfillment of any covenant, or default or nonfulfillment of any agreement on the part of Buyer
under this Agreement, or from any certificate, agreement, appendix, schedule or other instrument furnished to
Buyer pursuant to this Agreement or in connection with any of the transactions contemplated hereby.
13. Notices. Any notice or other communication hereunder must be given in writing and either (a) delivered in
person, (b) transmitted by telex, Telefax or telecopy mechanism, provided that any notice so given is also mailed
as provided in clause (c), or (c) mailed, postage prepaid, receipt requested, to the addresses set forth below or
to such other address or to such other persons as either party shall have last designated by such notice to the
other party. Each such notice or other communication shall be effective (i) if given by telecommunication, when
transmitted to the applicable number and an appropriate answer back is received, (ii) if given by mail, three days
after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii)
if given by any other means, when actually received at such address.

If to Seller:
Gateway Distributors LTD
3220 Pepper Lane
Las Vegas, Nevada 89120

If to Buyer:
Blaine Wendtland
P.O. Box 149
Las Vegas, Nevada 89103

14. Confidentiality. The Parties agree to use their best efforts to keep confidential any and all information
furnished to either of them by a party in the course of the negotiations and the business, technical and legal
reviews, except such information as may be available to the public or to the other party from another source not
under an obligation of confidentiality. In this regard, the Parties agree to execute and be bound by such written
confidentiality agreements as shall be reasonably requested by either party.
15. Exhibits. Exhibit A attached to this Agreement shall be deemed part of this Agreement and incorporated
herein, where applicable, as if fully set forth therein.
16. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Nevada
17. Entire Agreement. This Agreement, including the attached exhibit and agreements, shall constitute the full and
entire understanding of the Parties with respect to the subject matter hereof, and any prior agreement or
understanding concerning the same is hereby terminated and canceled in its entirety and is of no further force and
effect.

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18. Attorneys' Fees for Actions under This Agreement. If any suit, action or proceeding is commenced by either
party to this Agreement against the other to obtain any relief by reason of any alleged breach of the
representations, warranties, indemnities or covenants contained in this Agreement, or to enforce any of the
provisions of this Agreement, or to determine either or both of the Parties' rights, duties or obligations hereunder,
the prevailing party shall be entitled to recover reasonable attorneys' fees and all costs and expenses relating to
such suits, actions or proceedings.
19. Closing Date and Location. The Closing Date shall occur on February 28, 2005. The location of the Closing
(the "Closing Place") shall be at Sellers office, unless mutually agreed otherwise. In the event terms are not agreed
to by both parties on this date the agreement will be null and void.

20. Binding Effect. This Agreement is binding upon and shall inure to the benefit of the Parties hereto, their
respective insurers, agents, administrators, employees, representatives, partners, officers, directors, shareholders,
affiliates, joint ventures, attorneys, assigns, heirs and successors in interest.
21. Warranty of Signatories. Each of the persons signing this Agreement on behalf of an entity warrants and
represents that he has the right, power, legal capacity and authority to execute this Agreement on behalf of such
entity, without the concurrence or approval of any other person, any entity or any Court, and to thereby bind
such entity to this Agreement.
22. Assignability. This Agreement cannot be assigned without approval from the non-requesting party, and which
consent shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on February 28, 2005. This
agreement will be in effect on March 5, 2005 and is final and binding and supercedes all previous agreements.

"BUYER"

Blaine Wendtland

                      ___________________________                     Date: ______________
                      By: Blaine Wendtland

                      "SELLER"

                      Gateway Distributors LTD


                      By:______________________________               Date    ______________
                         RICHARD BAILEY, President




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                                             EXHIBIT A

                              Los Cabos Beverage as of February 23, 2005

ASSETS

                          Item Identification                    Value

                          2 CB 416 Color Thermal Printer      $ 34,769.00

                          1 Avery 5600 automatic labeler         9,300.00

                          1 Collection Table                     3,200.00

                          Trailer single axle US Cargo           1,600.00

                          Water Inventory Nevada Water           7,500.00

                          Graphics, artwork, molds               6,500.00

                          Flyers & Marketing materials           7,390.00

                          Trademark, Goodwill etc.             100,000.00
                                                              -----------

                          Total                               $170,259.00




ACCOUNTS PAYABLE

Thermal Printer $ 19,769.00

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LICENSING / PURCHASE AGREEMENT

                        Dated as of January 31, 2005

                                  Among

                       THE CHELSEA COLLECTION

                                    and

                      GATEWAY DISTRIBUTORS LTD

                                     1
THIS AGREEMENT ("Agreement"), dated as of January 27 2005 , is by and among Gateway Distributors Ltd,
a Nevada Corporation ("Gateway") and The Chelsea Collection Inc, a Nevada corporation ("Chelsea")

                                                   RECITALS

A. "Chelsea" has the right to purchase all of the rights, trademarks, and formulas of all the GH-3 products
exclusively upon satisfactory completion of all obligations owed to Francois Vautour in agreement dated
November 25, 2003.

B. The parties hereto wish to provide for the terms and conditions upon which the "Gateway" will acquire the
licensing rights to the GH-3. This will allow "Gateway" to solicit investors and licensees.

C. The parties hereto wish to make certain representations, warranties, covenants and agreements in connection
with the licensing agreement, 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

                                         LICENSING AGREEMENT

1. Licensing . Upon satisfaction of all conditions to the obligations of the parties contained herein to Francois
Vautour as set forth in the Agreement dated Nov. 25, 2003, (other than such conditions as shall have been
waived in accordance with the terms hereof), "Chelsea" shall give the licensing rights to Gateway Distributors Ltd
for the G-H-3 Therapy. "Gateway will promote and seek investors and licensees for the G-H-3 for "Chelsea."
a. Licensing rights of the GH-3 by Chelsea included shall be conveyed free and clear of any mortgage, pledge,
lien, security interest, encumbrance, claim, easement, right-of-way, tenancy, covenant, encroachment, restriction
or change of any kind or nature. (Whether or not of record) This will only be the case once the obligations to
Francois Vautour set forth in the Agreement dated November 25, 2003 have been totally satisfied.

2. Purchase Price. "Chelsea" shall compensate "Gateway" 15% of all revenues generated related to the G-H-3
Therapy and products as a finders fee.
a. Inventory Stream. Inventory will be the responsibility of the Licensee and/or clinic. The products will be
purchased direct from the manufacturer designated by Francois Vautour. No changes in production, formulation,
marketing material, manufacturers etc. can only be made by written approval of Francois Vautour.
b. Revenue Payment. "Chelsea" will pay 15% of all revenues generated by

                                                        2
"Gateway" related to the GH 3 Therapy and its products minus cost of goods according to GAP rules.

c. Francois Vautour will receive ten million shares of Preferred Class B stock to be issued upon signing of this
agreement. Certificates will be issued and forwarded to Francois Vautour as soon as possible, however no later
than February 5, 2005.

d. This agreement will not in any way jeopardize any terms of the Agreement dated November 25, 2003
between Francois Vautour and The Chelsea Collection.

e. In the event Chelsea sells its rights to the GH 3 Therapy or the GH-3 PLUS products, to any other entity,
Francois Vautour, Rick Bailey and Flo Ternes shall each receive one-third of the total proceeds of said sale,
whether the proceeds are received in cash or in the stock of an acquiring Chelsea. In the event Gateway sells
substantially all of the stock in, or assets of, Gateway Corporation, Chelsea must approve of the Buyer of this
agreement and Buyer must agree to all conditions within this agreement and continue the 15% payment on sale of
Jeunesse products to The Chelsea Collection.

f. This contract is unassignable without the debt owed to Francois Vautour being satisfied without the written
approval of Francois Vautour.

g. All third party licensing via Gateway must go through "Chelsea".

3. Corporate Organization. The "Gateway" is validly existing and in good standing under the laws of the state of
Nevada.

4. Authorization. The "Chelsea" has full corporate power and authority to enter into this Agreement and the
"Chelsea" Delivered Documents and to carry out the transactions contemplated herein and therein.

6. Intellectual Property Rights. The "Chelsea" has the right to purchase under the Nov. 25, 2003 Agreement, 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"). To the knowledge of the "Chelsea" the use of all
Intellectual Property Rights necessary or required for the conduct of the businesses of the "Chelsea" as presently
conducted and as proposed to be conducted does not and, to the knowledge of the "Chelsea", will not infringe or
violate or allegedly infringe or violate the intellectual property rights of any person or entity. The "Chelsea" does
not own or use any Intellectual Property Rights pursuant to any written license agreement, except for the Nov.
25, 2003 Agreement with Francois Vautour, and has not granted any person or

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entity any rights, pursuant to written license agreement or otherwise, to use the Intellectual Property Rights.

8. This Agreement is a licensing agreement and excludes any rights to the purchase of GH 3 Therapy and
affiliated products. Purchase of the GH 3 Therapy must be negotiated separately with the "Chelsea". This does
not effect the licensing agreement with The Chelsea Collection and Gateway as it relates to the Jeunesse skin
care.

9. 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.

10. 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.

11. 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

                                                           4
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.

12. Default. If Gateway fails to issue the stock to Francois Vautour, he will exercise the right as President of
"Chelsea" to withdraw the licensing agreement. Francois Vautour can cancel this agreement in writing with a thirty
day notice.

13. If there is a breach of the contract between The Chelsea Collection, Inc. and Gateway Distributors, Ltd that
results in litigation, the prevailing party shall be entitled to attorney's fees and costs in the arbitration process. This
will also include Francois Vautour, Rick Bailey, and Florian Ternes as individuals.

14. The Chelsea Collection has the right to inspect and photo copy all accounting functions to verify the sales of
the GH 3 Therapy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day
and year first above written. This agreement will supercede all previous agreements both written and verbal.

"GATEWAY" "CHELSEA"

GATEWAY DISTRIBUTORS LTD THE CHELSEA COLLECTION, INC.

              By_________________________________                By_________________________________




                Rick Bailey                                        Francois Vautour
                President / CEO                                    President / CEO




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CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is to be effective as of the 21st day of April 2005, by and between
Gateway Distributors, Ltd ("Company"), whose mailing address is: 3220 Pepper Lane, Las Vegas, Nevada and
Stephanie M. Burruss ("Consultant"), an individual, having her principal mailing address at 4054 Avenida Brisa,
Rancho, Santa Fe, California 92109?

For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the
"Parties".

The Parties hereby agree as follows:

1. APPOINTMENT OF STEPHANIE M. BURRUSS. Company hereby appoints Consultant and Consultant
hereby agrees to render services to Company as a Marketing and Real Estate asset research consultant

2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult
with the Company concerning management of sales and marketing resources, consulting, strategic planning,
corporate organization and structure, financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to fully develop and expand the
Company's Real Estate asset base by increasing resources, products, product research and development along
with product marketing services and acquisitions.

(b) The development and implementation of an advanced marketing program to enable the Company to expand
the market opportunity for its products and services along with the promotion of the Company's image of its
products and services.

(c) To consult with and advise the Company's principals regarding recruitment opportunities for the employment
of key executives consistent with the expansion of the company's operations.

(d) Assisting with identifying, evaluating, structuring, negotiating, and assist with closing of joint ventures, strategic
alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof.

(e) Advise with recommendations regarding corporate financing including the structuring, terms, and content of
bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing, and other preferred
and common stock equity private or public financing.

TERM. The term ("Term") of this Consulting Agreement shall be for a period of Six months commencing on the
date hereof with a mutual option to renew at the discretion of all parties.

3. COMPENSATION. See Attachment "A".

4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its
own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant in the course of performing services
hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable
attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting
Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents
harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder.

6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold it self out as, nor shall it take any action from which others
might infer that it is an agent of or a joint venture of Company.

7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to
the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements
between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can
any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement
shall be governed by the laws of the State of California without reference to the conflict of law principles thereof.
In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall
be entitled to reasonable attorney's fees.

8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified
herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified
mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following
addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the
other Parties at the addresses above and to the attention of the persons that have signed below.

Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting
Agreement where provided and returning it to me at your earliest convenience.

All Parties signing below do so with full authority:

             PARTY    RECEIVING    SERVICES:                  PARTY   PROVIDING     SERVICES:

             GATEWAY    DISTRIBUTORS,      LTD                STEPHANIE    M.   BURRUSS


             _____________________________                    ___________________________________
             Richard Bailey /President                        Stephanie M. Burruss, Consultant
                                           ATTACHMENT "A"

PAYMENT FOR SERVICES:

A. For the services rendered and performed by Stephanie Burruss during the term of this Agreement, Company
shall, upon acceptance of this Agreement:
Pay to Stephanie Burruss, sixty million (60,000,000) unrestricted shares of Gateway Distributors common stock
(GWDB) stock for six (6) months of service.

Accepted with full authority:

GATEWAY DISTRIBUTORS, LTD:

By: ______________________________
Richard Bailey/President

Date: _____________________________

CONSULTANT:

By: ______________________________
Stephanie M. Burruss

Date: _____________________________
CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is to be effective as of the 21st day of April 2005, by and between
Gateway Distributors, Ltd ("Company"), whose mailing address is: 3220 Pepper Lane, Las Vegas, Nevada and
Andrew E. Mercer ("Consultant"), an individual, having a principal mailing address at 2111 Palomar Airport
Road, Suite 320 Carlsbad, CA 92009.

For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the
"Parties".

The Parties hereby agree as follows:

1. APPOINTMENT OF ANDREW E. MERCER. Company hereby appoints Consultant and Consultant
hereby agrees to render services to Company as a Marketing and Sales consultant

2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult
with the Company concerning management of sales and marketing resources, consulting, strategic planning,
corporate organization and structure, financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to fully develop and expand the
Company's Real Estate asset base by increasing resources, products, product research and development along
with product marketing services and real estate acquisitions.

(b) The development and implementation of an advanced marketing program to enable the Company to expand
the market opportunity for its products and services along with the promotion of the Company's image of its
products and services.

(c) To consult with and advise the Company's principals regarding recruitment opportunities for the employment
of key executives consistent with the expansion of the company's operations.

(d) Assisting with identifying, evaluating, structuring, negotiating, and assist with closing of joint ventures, strategic
alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof.

(e) Advise with recommendations regarding corporate financing including the structuring, terms, and content of
bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing, and other preferred
and common stock equity private or public financing.

TERM. The term ("Term") of this Consulting Agreement shall be for a period of Six months commencing on the
date hereof with a mutual option to renew at the discretion of all parties.

3. COMPENSATION. See Attachment "A".

4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its
own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant in the course of performing services
hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable
attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting
Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents
harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder.

6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold it self out as, nor shall it take any action from which others
might infer that it is an agent of or a joint venture of Company.

7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to
the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements
between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can
any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement
shall be governed by the laws of the State of California without reference to the conflict of law principles thereof.
In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall
be entitled to reasonable attorney's fees.

8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified
herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified
mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following
addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the
other Parties at the addresses above and to the attention of the persons that have signed below.

Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting
Agreement where provided and returning it to me at your earliest convenience.

All Parties signing below do so with full authority:

             PARTY    RECEIVING    SERVICES:                  PARTY    PROVIDING    SERVICES:

             GATEWAY    DISTRIBUTORS,      LTD                ANDREW    E.   MERCER


             ____________________________                     ___________________________________
             Richard Bailey /President                        Andrew E. Mercer, Consultant
                                          ATTACHMENT "A"

PAYMENT FOR SERVICES:

A. For the services rendered and performed by Andrew E. Mercer the term of this Agreement, Company shall,
upon acceptance of this Agreement: Pay to Andrew E. Mercer, Seventy million (70,000,000) unrestricted shares
of Gateway Distributors common stock (GWDB) stock for six (6) months of service.

Accepted with full authority:

GATEWAY DISTRIBUTORS, LTD:

By: ______________________________
Richard Bailey/President

Date: _____________________________

CONSULTANT:

By: ______________________________
Andrew E. Mercer

Date: _____________________________
CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is to be effective as of the 21st day of April 2005, by and between
Gateway Distributors, Ltd ("Company"), whose mailing address is: 3220 Pepper Lane, Las Vegas, Nevada and
Roger Pawson ("Consultant"), an individual, having a principal mailing address at 2111 Palomar Airport Road,
Suite 320 Carlsbad, CA 92009.

For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the
"Parties".

The Parties hereby agree as follows:

1. APPOINTMENT OF ROGER PAWSON. Company hereby appoints Consultant and Consultant hereby
agrees to render services to Company as a Marketing and Sales consultant

2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult
with the Company concerning management of sales and marketing resources, consulting, strategic planning,
corporate organization and structure, financial matters in connection with the operation of the businesses of the
Company, expansion of services, acquisitions and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely
basis the following enumerated services plus any additional services contemplated thereby:

(a) The implementation of short-range and long-term strategic planning to fully develop and expand the
Company's Real Estate asset base by increasing resources, products, product research and development along
with product marketing services and real estate acquisitions.

(b) The development and implementation of an advanced marketing program to enable the Company to expand
the market opportunity for its products and services along with the promotion of the Company's image of its
products and services.

(c) To consult with and advise the Company's principals regarding recruitment opportunities for the employment
of key executives consistent with the expansion of the company's operations.

(d) Assisting with identifying, evaluating, structuring, negotiating, and assist with closing of joint ventures, strategic
alliances, business acquisitions, and advise with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof.

(e) Advise with recommendations regarding corporate financing including the structuring, terms, and content of
bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing, and other preferred
and common stock equity private or public financing.

TERM. The term ("Term") of this Consulting Agreement shall be for a period of Six months commencing on the
date hereof with a mutual option to renew at the discretion of all parties.

3. COMPENSATION. See Attachment "A".

4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its
own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant in the course of performing services
hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be
disclosed in any manner without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant
harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable
attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting
Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents
harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that
Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder.

6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an
independent contractor. Consultant shall not hold it self out as, nor shall it take any action from which others
might infer that it is an agent of or a joint venture of Company.

7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to
the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements
between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can
any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement
shall be governed by the laws of the State of California without reference to the conflict of law principles thereof.
In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall
be entitled to reasonable attorney's fees.

8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified
herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified
mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following
addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the
other Parties at the addresses above and to the attention of the persons that have signed below.

Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting
Agreement where provided and returning it to me at your earliest convenience.

All Parties signing below do so with full authority:

                PARTY    RECEIVING    SERVICES:                  PARTY   PROVIDING     SERVICES:

                GATEWAY    DISTRIBUTORS,      LTD                ROGER   PAWSON


                ______________________________                   ______________________________
                Richard Bailey /President                        Roger Pawson, Consultant
                                         ATTACHMENT "A"

PAYMENT FOR SERVICES:

A. For the services rendered and performed by Roger Pawson the term of this Agreement, Company shall, upon
acceptance of this Agreement: Pay to Roger Pawson, Seventy million (70,000,000) unrestricted shares of
Gateway Distributors common stock (GWDB) stock for six (6) months of service.

Accepted with full authority:

GATEWAY DISTRIBUTORS, LTD:

By: ______________________________
Richard Bailey/President

Date: _____________________________

CONSULTANT:

By: ______________________________
Roger Pawson

Date: _____________________________

								
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