SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549


                                                    FORM 10-QSB


(Mark One)
  [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 2002.

  [ ]  Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition
period from              to               .
            ------------    --------------


         Commission file number: 000-27879
                                -----------


                           GATEWAY DISTRIBUTORS, LTD.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)





            Nevada                                                  65-0683539
           --------                                                ------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)





            3095 East Patrick Lane, Suite 1, Las Vegas, Nevada 89120
           ----------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (702) 938-9316
                           --------------------------
                           (Issuer's telephone number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes XX           No
                                        --             ----


         The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of May 15, 2002 was 654,312,044.




<PAGE>





                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............4


                                     PART II


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................6

SIGNATURES....................................................................7

INDEX TO EXHIBITS.............................................................8











                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]










                                        2

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Gateway Distributors, Ltd., a
Nevada corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31,
2002, and statements of operations, and statements of cash flows for the interim
period up to the date of such balance sheet and the comparable period of the
preceding year are attached hereto as Pages F-1 through F-6 and are incorporated
herein by this reference.



















                      [THIS SPACE LEFT BLANK INTENTIONALLY]























                                        3

<PAGE>




                           GATEWAY DISTRIBUTORS, LTD.


                                  - CONTENTS -


                                                                    PAGE NUMBER

Financial Statements:

    Balance Sheet                                                           F-1

    Statement of Operations                                                 F-2

    Statement of Cash Flows                                             F-3 & 4

    Notes to Financial Statements                                       F-5 & 6


<PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                      UNAUDITED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
<S>                                                        <C>               <C>
                                                                 MARCH 31,          MARCH 31,
ASSETS                                                             2002              2001
                                                                 ---------        -----------
CURRENT ASSETS:
Cash and cash equivalents                                     $     18,141      $       5,037
Accounts  receivable                                               258,216             68,482
Inventories                                                         60,687            215,703
Prepaid expenses                                                      -                50,085
                                                               -----------         ----------
Total current assets                                               337,044            339,307

         Property and equipment, at cost -                         437,358            430,330
            Less accumulated depreciation and amortization       (334,855)          (283,043)
                                                               -----------        -----------

                                                                   102,503            147,287
OTHER ASSETS:
Goodwill, net of accumulated amortization of $177,093 and
$94,398,  respectively                                           1,224,939          1,257,634
Other                                                               30,060             35,410
                                                               -----------         ----------
                                                                 1,254,999          1,293,044
                                                                 ---------          ---------
                                                              $  1,694,546      $   1,779,638
                                                               ===========        ===========

LIABILITIES & STOCKHOLDERS'  EQUITY (DEFICIT)
CURRENT  LIABILITIES:
Checks maturities of long-term debt                           $  2,051,401      $   1,778,182
Deferred  revenue                                                     -                63,203
Accounts payable:
Trade                                                            2,099,579          2,000,757
Commissions                                                        643,146            746,106
Accrued expenses:
Payroll and employee  benefits                                     204,621            228,864
Payroll taxes                                                      423,279            443,672
Interest                                                           694,504            502,631
Other                                                              268,627            184,018
                                                              ------------      -------------

     Total current liabilities                                   6,385,157          5,947,433

         LONG-TERM DEBT                                             -                 208,888

         MINORITY INTEREST                                         961,857            415,991

         STOCKHOLDERS' EQUITY (DEFICIT):
            Preferred stock - $.001 par value; 1,000,000
            shares authorized,
               No shares issued and outstanding                    -                     -
            Common stock, - $.001 par value; 20,000,000
            shares authorized, 13,594,000 shares
            Issued and outstanding, respectively                    13,594             13,594
            Additional paid-in capital                           1,781,880          1,781,880
            Accumulated deficit                                (7,447,942)        (6,588,148)
                                                              ------------        ------------
                                                              (5,652,468 )        (4,792,674)
                                                              ------------        ------------

                                                              $  1,694,546      $   1,779,638
                                                              ===========         ===========
</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.



                                       F-1

<PAGE>




                           GATEWAY DISTRIBUTORS, LTD.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

                                                           THREE MONTHS ENDED
                                                 ----------------------------
<TABLE>
<CAPTION>
<S>                                                                  <C>                  <C>
                                                                        MARCH 31,               MARCH 31,
                                                                        2002                    2001
                                                                        ----------------     ---------------

     SALES                                                              $     279,944        $      703,797

         COST OF SALES                                                        108,341               140,964
                                                                        ---------------      ---------------

         GROSS PROFIT                                                         171,603               562,833

         SELLING, GENERAL AND
            ADMINISTRATIVE EXPENSES                                           713,459               804,172
                                                                        ---------------      ---------------

         LOSS FROM OPERATIONS                                               (541,856)             (241,339)

         OTHER INCOME (EXPENSE):
            Interest expense                                                 (59,921)              (58,318)
            Gain on settlement                                                  -                  568,970
            Miscellaneous income                                              (6,443)                4,333
            Loss on sale of A & A Medical Supply Co.                         (43,105)                 -
            Loss on leasehold improvement abandonment                        (26,329)                 -
                                                                        ----------------     --------------
                                                                            (135,798)             (514,985)
                                                                        ----------------     --------------
                                                                            (677,654)              273,646


         MINORITY INTEREST                                                    305,874             (105,875)
                                                                        ---------------      --------------

         NET INCOME (LOSS)                                              $   (371,780)        $      167,771
                                                                        ==============       =============

         BASIC EARNINGS (LOSS) PER SHARE                                $       (.03)        $          .01
                                                                        ==============      ===============

         WEIGHTED AVERAGE SHARES OUTSTANDING                               13,594,000            13,606,072
                                                                        =============        =============
</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.



                                       F-2

                                     <PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                                                             THREE MONTHS ENDED
                                                    ---------------------------
<TABLE>
<CAPTION>
<S>                                                                  <C>                  <C>
                                                                         MARCH 31,               MARCH 31,
                                                                           2002                       2001
                                                                        ----------------     ----------------

     CASH FLOWS FROM  OPERATING  ACTIVITIES:
Net income  (loss)                                                      $   (371,780)        $      167,771
Adjustments  to reconcile net income (loss)
to net cash from  operating activities:
    Loss on  disposal of A & A  Medical  Supply  Co.                           43,105                  -
    Loss on abandonment of leasehold improvements                              26,329                  -
     Net current  assets  disposed  of on  disposal
    of A & A Medical  Supply Co.                                             (18,201)                  -
    Stock   issued   for    services                                          239,450                  -
    Depreciation   and amortization                                            33,717                33,335
Minority  interest                                                          (305,874)               416,635
Other                                                                          22,562                  -
Changes in operating assets and liabilities
which increase (decrease) cash flow:
    Accounts receivable                                                     (127,296)              (17,249)
    Inventories                                                               438,907               (9,992)
    Prepaid expenses                                                             -                   77,590
    Accounts payable                                                        (224,955)             (189,745)
    Deferred revenue                                                             -                (229,881)
    Accrued expenses                                                           51,404                65,096
                                                                        ------------           ------------

                                                                              179,148               145,789
                                                                        -----------             -----------

     Net  cash  from  operating   activities                                (192,632)               313,560
                                                                        -----------             -----------

         CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sales of A & A Medical Supply Co.                    50,000                  -
            Capital expenditures                                                -                   (2,500)
            Cash paid for investment in TRSG Corporation                        -                 (350,000)
                                                                        -------------           ----------
     Net cash to investing activities                                          50,000             (352,500)
                                                                                                ----------
         CASH FLOWS FROM FINANCING ACTIVITIES:
            Shares re-acquired                                                  -                  (41,500)
            Proceeds from issuance of stock                                     -                      -
            Proceeds from issuance of debt                                    148,652              100,131
            Principle payments on debt                                          -                  (17,279)
                                                                        ----------------        -----------

     Net cash from financing activities                                       148,652                41,352
                                                                           ----------          ------------

         NET INCREASE (DECREASE) IN CASH EQUIVALENTS                            6,020                 2,412

         CASH AND CASH EQUIVALENTS:
            Beginning of period                                                12,121                 2,625
                                                                        ============         -------------

            End of period                                               $      18,141          $      5,037
                                                                          ===========            ==========
</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.



                                       F-3

                                     <PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                       STATEMENT OF CASH FLOWS - CONTINUED
                                   (UNAUDITED)

         SUPPLEMENTAL DISCLOSURE
                                                         THREE  MONTHS  ENDED
                                                 ----------------------------
<TABLE>
<CAPTION>
<S>                                                                  <C>                  <C>
                                                                        MARCH 31,            MARCH 31,
                                                                        2002                    2001
                                                                        ----------------     ----------------
         CASH PAID FOR INTEREST                                         $        -           $       13,487
                                                                        =============        ==============

         CASH PAID FOR TAXES                                            $        -           $        -
                                                                        =============        ==============

         STOCK ISSUED FOR SERVICES                                      $     239,450        $        -
                                                                        =============        ==============
</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.



                                       F-4

                                     <PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

         NOTE 1 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

               The consolidated balance sheet as of March 31, 2002 and the
               related consolidated statements of operations, changes in
               stockholders' equity (deficit), and cash flows for the three
               months ended March 31, 2002 and 2001 are unaudited. In the
               opinion of management, the information reflects all adjustments
               (consisting solely of normal recurring adjustments) that are
               necessary to a fair presentation of the financial statements. The
               results of operations for the three months ended March 31, 2002
               and 2001 are not necessarily indicative of the results to be
               expected for the whole year.

         NOTE 2 -       BUSINESS COMBINATION:

               On January 11, 2001, the Company obtained 13,448,660 shares of
               TRSG Corporation ("TRSG"), a publicly held company, in exchange
               for substantially all of the assets and operations of the
               Company. On January 4, 2002, the Company obtained an additional
               8,000,000 shares of TRSG Corporation (TRSG). As of March 31,
               2001, this resulted in a 51% ownership in TRSG and consolidation
               of the entity into the Company's financial statements. All
               significant intercompany balances and transactions have been
               eliminated. The transaction was accounted for under the purchase
               method of accounting, therefore, assets and liabilities were
               recorded on their fair values at the date of acquisition.
               Operating results have been included in the Company's statement
               of operations from the date of acquisition. The Company recorded
               $350,000 in costs in excess of net assets acquired, which are
               being amortized over 15 years.

         NOTE 3 -       SETTLEMENT PAYABLE:

               On December 29, 2000, TRSG obtained a settlement on the judgment
               against it of $618,970 for $50,000. The obligation was satisfied
               and resulted in a gain on settlement of $568,970 for the current
               period ended March 31, 2001.

         NOTE 4 -       NOTES PAYABLE:

               At March 31, 2002, the Company had $90,000 of notes payable to
               certain individuals. Both notes bear interest at a fixed rate of
               15%, are unsecured and due within one year.

         NOTE 5 -       NOTE PAYABLE - RELATED PARTIES:

               At March 31, 2002, the Company had a $108,158 note payable to
               stockholders. There is no schedule for repayments of these notes
               at March 31, 2002.

               The accompanying notes are an integral part of the
                             financial statements.



                                       F-5

                                     <PAGE>



                           GATEWAY DISTRIBUTORS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


         NOTE 6 -       SALE OF A & A MEDICAL SUPPLY CO.:

               On February 1, 2002, the Company sold its medical supply division
               in Utah. A summary of the transaction is as follows:

                  Assets sold                                          $619,817
                  Liabilities assumed by buyer                          316,712
                                                                      ---------

                                                                        303,105
                  Sales price - cash to be received over
                     term of agreement                                  260,000
                                                                      ---------

                  Loss on sale of division                            $  43,105
                                                                      =========

            At March 31, 2002, other receivables include an amount of
                         $210,000 related to this sale.

         NOTE 7 -       ADDITIONAL FOOTNOTES INCLUDED BY REFERENCE:

               Except as indicated in Notes above, there have been no other
               material changes in the information disclosed in the notes to the
               financial statements included in the Company's Annual Report on
               Form 10-KSB for the year ended December 31, 2001. Therefore,
               these footnotes are included by reference. In addition, the
               footnotes for inventory, property and equipment and amortization
               of Gateway Distributors, LTD. December 31, 2001 10-KSB should
               also be referred to due to the acquisition per Note 2.









                                       F-6

<PAGE>



         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULT OF OPERATION

         General
         As used herein the term "Company" refers to Gateway Distributors, Ltd.,
         a Nevada corporation, its subsidiaries and predecessors, unless the
         context indicates otherwise. The Company was originally incorporated in
         the State of Nevada on May 26, 1993. On January 11, 2001, the Company
         obtained 13,448,660 shares of TRSG Corporation ("TRSG"), a publicly
         held company, in exchange for substantially all of the assets and
         operations of the Company. As of March 31, 2002, this resulted in
         majority ownership in TRSG and the consolidation of that entity into
         the Company's financial statements.

         As a result of this transaction, the Company is now a holding company
         and does not have any direct operations. All of the Company's
         operations are conducted through TRSG Corporation (TRSG). The Company's
         products are marketed through network marketing organizations within
         the United States and wholesale personal import sales outside of the
         United States.

         Network marketing enables the Company's independent distributors in the
         United States to earn profits by selling the Company's products to
         retail consumers. Distributors may also develop their own distributor
         downline organizations by sponsoring others to do business in any
         market where the Company operates, entitling the sponsors to receive
         overrides or commissions (cash incentives, including royalties and
         bonuses) on product sales within their downline organizations.

         The Company believes that through special blends, whole foods such as
         grains and vegetables can be combined to help produce optimum health.
         Recent studies reveal that prevention through health maintenance is a
         key to enjoying a healthier lifestyle. However, health challenges today
         are at an all- time high. The need for proper nutrition has never been
         greater. The Company markets whole food products based on the
         proposition that pure, natural, unprocessed, unpreserved, unsprayed,
         simple, organic foods provide whole food nutrition. The Company
         believes that whole food nutrition is the key, the answer, and the
         solution to creating a long healthy life. The health care products that
         the Company sells are intended to provide nutritional supplementation
         to the product's users. The products are not intended to diagnose,
         treat, cure or prevent any disease.

         As previously disclosed in the Form 10-QSB of TRSG Corporation
         ("TRSG"), the Company's subsidiary, for the period ended June 30, 2001,
         TRSG entered into an agreement to acquire substantially all of the
         assets and business of A&A Medical Supply Company. The transaction
         closed on or about July 1, 2001. On February 1, 2002, TRSG sold
         substantially all of the assets and business originally acquired from
         A&A Medical Supply Company to A and A MEDICAL COMPANY, a Nevada Limited
         Liability Company ("Buyer"). For more information on this transaction
         see Form 10-QSB of TRSG Corporation for the period ended March 31, 2002
         and Exhibits attached thereto.

         Results of Operations
         Sales for the quarter ended March 31, 2002, were $279,944 compared to
         $703,797 for the same period in 2001. The decrease in sales is
         attributable to the Company's lack of inventory. The lack of inventory
         was the result of the Company's lack of cash.


                                        4

<PAGE>



         Costs of sales were $108,341 for the quarter ended on March 31, 2002,
         compared to $140,964 for the comparable period in 2001. Cost of sales
         decreased due to a drop in sales.

         Selling, general, and administrative expenses were $713,459 for the
         quarter ended on March 31, 2002 and $804,172 for the comparable period
         in 2001, a decrease of $90,713. The primary reason for the decrease was
         a decrease in sales and a lack of substantial administrative costs
         associated with business acquisitions by the Company.

         Net loss was $371,780 during the quarter ended on March 31, 2002,
         compared to a net income of $167,771 for the comparable quarter in
         2001. The Company's operating loss for the quarter ended March 31,
         2002, was the result of a significant drop in sales of the Company's
         majority owned subsidiary TRSG.

         Liquidity and Capital Resources
         The Company had a net working capital deficit of $6,048,113 for the
         quarter ended March 31, 2002, as compared to a $5,608,126 deficit at
         the end of December 31, 2001. The Company's working capital deficit
         increased primarily as a result of losses in its subsidiary, TRSG
         Corporation.

         Cash flow used in operations was $192,632 for the quarter ended March
         31, 2002, compared with cash flow from operations of $313,560 for the
         comparable period in 2001.

         Cash flows from investing activities for the quarter ended March 31,
         2002 were $50,000, compared with cash used in investing activities of
         $352,500 for the comparable period in 2001.

         Cash flow generated from financing activities was $148,652 for the
         quarter ended March 31, 2002 as compared to $41,352 for the comparable
         period in 2001. Due to the Company's cash flow fluctuations, the
         Company experiences occasional cash flow shortages. To satisfy its cash
         requirements, including the debt service, the Company must periodically
         raise funds from external sources. This often involves the Company
         conducting exempt offerings of its equity securities.

         Impact of Inflation
         The Company believes that inflation has had a negligible effect on
         operations over the past two years. The Company believes that it can
         offset inflationary increases in the cost of materials and labor
         through increased sales and improved operating efficiency.

         Capital Expenditures
         The Company made no significant capital expenditures on property or
         equipment over the periods covered by this report.

         Going Concern
         The Company's ability to continue as a going concern is an issue raised
         as a result of an accumulated deficit of $7,447,942 as of March 31,
         2002. The Company's ability to continue as a going concern is subject
         to the ability of the Company to obtain a profit and /or obtaining the
         necessary funding from outside sources. Management is committed to
         taking the necessary steps to ensure the Company remains a going
         concern. Management's plan to address the Company's ability to continue
         as a going concern


                                        5

<PAGE>



         includes: (1) obtaining additional funding from the sale of the
         Company's securities; (2) increasing sales; (3) obtaining loans and
         grants from various financial institutions where possible. Although
         management believes that it will be able to obtain the necessary
         funding to allow the Company to remain a going concern through the
         methods discussed above, there can be no assurances that such methods
         will prove successful.

                                     PART II

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)Exhibits

               Exhibits required to be attached by Item 601 of Regulation S-B
               are listed in the Index to Exhibits on page 8 of this Form
               10-QSB, and are incorporated herein by this reference.

         (b)Reports on Form 8-K.

               The Company filed no reports on Form 8-K during the period
               covered by this report.




                                        6

<PAGE>



                                                         SIGNATURES

               In accordance with the requirements of the Exchange Act, the
         registrant caused this report to be signed on its behalf by the
         undersigned, thereunto duly authorized, this 20th day of May 2002.




         Gateway Distributors, Ltd.


         By:      /s/ Rick Bailey
               ------------------------------------------
                  Rick Bailey
         Its:   President, Chief Executive Officer and
         Director










                                        7

<PAGE>


<TABLE>
<CAPTION>
<S>   <C>              <C>               <C>

                                                 Index to Exhibits
         Exhibit          Page              Description

         3.1               *                Amended and Restated Articles of Incorporation of the Company.

         3.2               *                Bylaws of the Company, as amended.

         4.1               *                Specimen Common Stock Certificate

         4.2               *                Specimen 12% Convertible Note

         10.1              *                Employment Agreement - Richard A. Bailey

         10.2              *                Employment Agreement - Florian R. Ternes

         10.3              **               NuTech International, Inc. Acquisition Agreement

         10.4              **               American Outback, Inc. Acquisition Agreement

         10.5              **               Team Up International, Inc. Acquisition Agreement

         10.6              ***              Asset Purchase Agreement Dated May 16, 2000 between Gateway
                                            Distributors, Ltd. and Dynamic Products, Inc.

         10.7              9                Asset Purchase Agreement dated February 1, 2002 between TRSG
                                            Corporation and A and A Medical Company.

         10.8              26               Bill of Sale and Assignment of Assets dated February 6, 2002.

         10.9              29               Assignment of Contracts dated February 6, 2002.
</TABLE>

         * Incorporated by reference from Form 10-SB/A filed December 15, 1999.
         ** Incorporated by reference from Form 10-SB filed October 29, 1999.
         *** Incorporated by reference from Form 10-QSB filed March 20, 2001





                                        8

<PAGE>



                                  Exhibit 10.7
                            ASSET PURCHASE AGREEMENT

                  This Agreement is made and entered into this 1st day of
         February, 2002, by and between TRSG CORP., a Delaware corporation
         ("Seller"), and A and A MEDICAL COMPANY, a Nevada Limited Liability
         Company ("Buyer"). The parties hereto are collectively and individually
         referred to herein as the "Parties."
                                    RECITALS:
                  WHEREAS, Seller, which is in the business of the network
         marketing of nutritional, health and dietary supplements and products,
         wishes to sell to Buyer its A & A Medical Supply division (sometimes
         referred to hereinafter as "Business");
                  WHEREAS, Buyer desires to acquire certain items of Seller's
         personal property used in the operation of the business and Seller
         desires to sell, transfer and assign same to Buyer;
                  WHEREAS, DAVID WEINER ("WEINER") is the principal owner of
         W-NET, INC., a California corporation ("W-NET").
         W-NET is the majority owner of Buyer;
                  WHEREAS, WEINER is also a shareholder of Seller. Seller is a
                  publicly traded company; WHEREAS, the Parties represent that
                  Seller approached and initiated with WEINER this
         transaction;
                  WHEREAS, very limited negotiations took place between WEINER
         and Seller as to this transaction, and in particular the consideration
         to be paid by Buyer was proposed by Seller; and
                  WHEREAS, Seller is not issuing a fairness opinion as to this
                  transaction; 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, as defined below in Paragraph 26, 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:
                           (a) All of the tangible personal property, physical
         assets and equipment used or intended to be used in the operation of
         the Station, 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) The contracts, leases and agreements which Buyer
         has reviewed and agreed to assume and which are listed and described in
         Exhibit B, attached hereto, together with such others as Buyer
         expressly agrees in writing to assume at Closing. Buyer will assume and
         perform all of the executory obligations of Seller arising after the
         Closing Date under such contracts, leases and agreements assigned to
         and assumed by Buyer hereunder;
         (c) All right, title and interest to any and all rights,
         licenses, permits,


                                        9

<PAGE>



         authorizations and other intangibles, to the extent lawfully
         transferrable, which are used, useful or intended to be used in
         the operation of Business;
                           (d) All of Seller's cash or prepaid deposits,
         accounts receivable as all are listed on Exhibit B attached hereto
         ("Balance Sheet") (the supporting documentation shall be provided by
         Seller to Buyer under Exhibit B); and
                           (e) Transfer, conveyance of 750,000 restricted shares
         ("Shares") of Seller's common stock to Buyer. The Shares will be
         unrecognized under the provisions of '144 of the 1934 Act. The Shares
         issued to Buyer will be granted "piggyback" rights, in the event Seller
         registers its common stock. The Shares will be issued to Buyer
                  2. Excluded Assets, Liabilities and Contracts. Seller shall be
         solely responsible for, and there shall be no assumption of liability
         by Buyer of, any liabilities, obligations or commitments of Seller of
         any nature whatsoever except as expressly set forth in Paragraph 1(c)
         of this Agreement. Without limiting the generality of the foregoing,
         Buyer shall not assume or be liable for any liability or obligation of
         Seller arising out of (i) any contract of employment, collective
         bargaining agreement, insurance, pension, retirement, deferred
         compensation, incentive bonus or profit sharing plan or trust; or (ii)
         any litigation, proceeding or claim of any person or entity relating to
         the business or operation of the Business prior to and through the
         Closing Date, whether or not such litigation, proceeding or claim is
         pending, threatened or asserted before, on or after the Closing Date.
         3.  Purchase Price.  The purchase price for the Assets to be conveyed
         pursuant to this Agreement is as follows:
                           (a) The sum of One Hundred Thousand Dollars
         ($100,000.00), payable as follows: Fifty Thousand Dollars ($50,000.00)
         upon execution of this Agreement, Twenty-Five Thousand Dollars
         ($25,000.00) fifteen (15)days after execution of this Agreement, and
         Twenty- Five Thousand Dollars ($25,000.00) forty-five (45) days after
         execution of this Agreement.
                           (b)    Buyer will issue twenty percent (20%) of
         Buyer's Limited Liability ownership interests to Seller; and
                           (c) Buyer shall make weekly cash payments (each
         Friday) (the "Inventory Stream"), calculated and payable as follows:
         Commencing on date of the Closing, Buyer shall pay to Seller a sum of
         $0.25 of each dollar of Inventory sold based on the Book Value of
         Inventory of Company (as of Closing), up to the sum of $85,000.00.
                  4. Allocation. It is agreed between the Parties hereto that
         the purchase price is being paid for the Assets in the amounts set
         forth in Exhibit D, attached hereto. Seller and Buyer agree to jointly
         complete and separately file Form 8594 with their federal income tax
         returns for the tax year in which the Closing Date occurs, that neither
         Seller nor Buyer shall take a position on any income, transfer or gain
         tax return, before any governmental agency charged with the collection
         of any such tax or in any judicial proceeding that is in any manner
         substantially inconsistent with the terms of any such allocation
         without the written consent of the other.
                  5.  Representations, Warranties and Covenants of Seller.
         Seller represents, warrants -
         and covenants to Buyer that:
         (a)  Organization and Standing.  Seller on the Closing Date shall be a


                                       10

<PAGE>



         corporation duly organized, validly existing and in good standing under
         the laws of the State of Delaware, and is authorized to do business in
         the State of Utah and has all necessary power and authority to own,
         lease and operate the Assets and to operate the Business as now being
         conducted and as proposed to be conducted by Seller between the date
         hereof and the Closing Date;
                           (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. Seller
         now has, or on the Closing Date shall have, good valid and marketable
         title to the Personal Tangible Assets listed and described in Exhibit
         A, free and clear of all mortgages, liens, charges, claims, pledges,
         security interests and encumbrances whatsoever, except as assumed by
         Buyer;
                           (d) Insurance. All of the Personal Tangible Assets
         are now, and will be through the Closing Date, insured by Seller,
         including but not limited to protection against fire, casualty,
         liability, vandalism, and burglary for the full replacement value
         thereof, and Seller maintains, and will maintain through the Closing
         Date, all policies currently in effect;
                           (e) Condition and Adequacy of Assets. Seller now owns
         and on the Closing Date will own and transfer to Buyer the Assets. The
         Personal Tangible Assets are now and on the Closing Date will be in
         good operating condition and repair, reasonable wear and tear from
         ordinary use excepted, and are now and on the Closing Date will be
         adequate and suitable for the purposes for which they are presently
         used and intended to be used.
                           (f)         Litigation.  No judgment is issued or
         outstanding against the Business.

               To the best of Seller's  knowledge,  except for matters affecting
          the Business  generally or as set forth in Exhibit E, attached hereto,
          presently and 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.

                  (g) Contracts. With respect to the Business, except
         for contracts listed on Exhibit B, Seller has no existing contract,
         agreement, lease, commitment or understanding, written or oral,
         expressed or implied, not terminable upon thirty (30) days' notice or
         less without penalty or premium, or which involves payments or
         commitments in the aggregate of more than One Thousand Dollars
         ($1,000). The contracts, leases and agreements listed in Exhibit B,
         attached hereto, are now and on the Closing Date shall be in full force
         and effect and unimpaired by any act of Seller, its employees or
         agents, and Seller will not modify in any significant respect any such
         contracts, leases and agreements without Buyer's written consent, which
         will not be


                                                        11

<PAGE>



         unreasonably withheld or delayed. Seller shall indemnify, defend and
         hold Buyer harmless against all claims, directly or indirectly,
         obligations, liabilities, actions, or causes of action, including
         Buyer's reasonable attorneys' fees and costs, arising out of Seller's
         contracts not listed in Exhibit B, attached hereto. Seller is now and
         on the Closing Date shall be in compliance in all material respects
         with the terms and conditions of all of the Business's contracts, and
         shall not be in default thereunder; and there is no claim of such
         breach or default known to Seller.
                           (h)         Personnel.
                                       ---------
             (i)  As of the Closing Date, Seller has or will have paid to or on
         behalf of its employees all amounts due each employee, including, but
         not limited to, all wages and salaries earned, including commissions,
         bonuses, and incentive compensation, and all amounts for vacation or
         sick leave, severance pay, and all taxes thereon, or made proper and
         adequate provisions therefor, directly with each employee. Seller has
         no employment contracts with persons employed in the operation of the
         Business, nor any employee benefit plan or other fringe benefits for
         such persons which will survive the Closing. Seller has, in the conduct
         of the affairs of the Business, complied in all material respects with
         applicable laws, rules and regulations relating to the employment of
         labor, including those relating to wages, hours, collective bargaining,
         equal employment opportunity, and the payment of FICA, FUTA, and
         similar federal, state, and local employment taxes, and is not liable
         for any arrears of wages or any tax or other penalties for failure to
         comply with any of the foregoing;
               (ii) Seller has delivered to Buyer a schedule of personnel and
         employee benefits showing (Exhibit E): (1) the names of all persons
         currently on the payroll of Business, together with a statement of the
         amount paid or payable to each such person for such services and the
         basis thereof; (2) the bonus arrangements for all employees; (3) any
         other material compensation or personnel benefits or policies in
         effect; and (4) a complete copy of each such plan, benefit and policy.
         Seller and Business are not now and on the Closing Date will not be a
         party to any pension or profit-sharing plan or collective bargaining or
         other employee or labor agreement for which Buyer will be obligated on
         or after the Closing Date. To the best of Seller's knowledge, none of
         the Business's employees is now or on the Closing Date will be
         represented by any labor union and there is not now and on the Closing
         Date will not be any labor strike or other employee or labor
         controversy or dispute pending (including, without limitation, any
         organization drive) or, to the best knowledge of Seller, threatened
         which may affect the operations of employees of Business;
                           (i) 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) require
         the consent of any third party, except the contracts being assumed by
         Buyer; (ii) 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


                                       12

<PAGE>



         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;
                           (j) Bankruptcy. No insolvency proceedings of any
         character, including without limitation bankruptcy, reorganization,
         composition or arrangement with creditors, volun tary or involuntary,
         affecting Seller or any of the Assets, are pending or threatened, and
         Seller has not made any assignment for the benefit of creditors nor
         taken any action in contemplation of or which would constitute the
         basis for the institution of such insolvency proceedings.
                           (k) 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
         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, no material facts of any kind
         which might affect the licenses, leases and agreements or any other
         assets to be acquired, have been withheld by Seller.
         (l)Environmental Matters.

               Without  limiting  the  generality  of any  other  representation
          contained  herein,  (i) to the best knowledge of Seller no solid waste
          or other  substances known or suspected to cause a threat to health or
          the  environment  ("Hazards")  or "hazardous  substances"  (as defined
          below) have been disposed of or otherwise  released or are present on,
          over,  beneath,  in  or  upon  any  property  occupied  by  Seller  in
          connection  with the  operation of the  Business;

               (ii) to the best of Seller's  knowledge,  no present or prior use
          by  Seller  of the  Business,  violates  any  "Environmental  Laws" as
          defined below;

               (iii)  to the best  knowledge  of  Seller  there  are no  on-site
          locations  where  hazardous  substances,  including such substances as
          asbestos and Polychlorinated Biphenals (PCBs), solid wastes or Hazards
          from the Business have been stored, treated, recycled or disposed of;

               (iv)  there  has  been no  litigation  brought  or,  to the  best
          knowledge of Seller, threatened, and no settlement reached, by or with
          any parties  alleging the  presence,  disposal,  release or threatened
          release of any hazardous substances,  solid wastes or Hazards from the
          use or operation  of the  Business;  and (v) to the best  knowledge of
          Seller no portion of the  Business  has been used as a  landfill.  The
          terms "hazardous  substance,"  "release," "solid waste" and "disposal"
          (or "disposed") each shall have the broadest meanings specified in any
          of the Environmental Laws. The term "Environmental Laws" shall include
          any and all  federal,  state and local  laws that  relate to or impose
          liability or standards of conduct  concerning  public or  occupational
          health  and  safety  or  protection  of  the  environment,  as  now or
          hereinafter in effect, and as have been or hereafter may be amended or
          reauthorized,   including   without   limitation   the   Comprehensive
          Environmental  Response,  Compensation  and  Liability  Act (42 U.S.C.
          9601, et--seq.); the Hazardous Materials Transportation Act (42 U.S.C.
          1802, et seq.);  the Resources  Conservation  and Recovery  Action (42
          U.S.C.  6901, et seq.); the Federal Water Pollution Control Action (33
          U.S.C.  1251, et seq.); the Toxic Substances Control Action (15 U.S.C.
          2601, -- ----


                                       13

<PAGE>



               et seq.);  the  Clean  Air Act (42  U.S.C.  7901,  et seq.);  the
          National  Environmental  Policy Act (42  U.S.C.  4231,  et seq.);  the
          Refuse Act (33 U.S.C.  407, et seq.);  the Safe Drinking Water Act (42
          U.S.C.  300(f),  et seq.); the Occupational  Safety and Health Act (29
          U.S.C. 651, et seq.); and all rules,  regulations,  codes,  ordinances
          and guidance documents  promulgated or published  thereunder,  and the
          provisions  of  any  licenses,  permits,  orders  and  decrees  issued
          pursuant  to any of  the  foregoing.  (m)  Financial  Statements.  The
          balance  sheets  of  Business  as of  December  31,  2001 and  related
          statements of operations and cash flows for the fiscal year then ended
          and (the "Year-End Financial  Statements") (Exhibit C) and the balance
          sheet and related  statements of  operations,  are accurate.  The most
          recent balance sheet so described is referred to herein as the "Latest
          Balance Sheet." Except as disclosed therein,  the aforesaid  financial
          statements

               (i) are in accordance with the books and records of the Buyer and
          have been prepared in conformity  with generally  accepted  accounting
          principles ("GAAP") consistently applied for all periods, and

               (ii) fairly present the financial  position of Business as of the
          respective  dates thereof,  and the results of operations,  changes in
          shareholders'  equity and  changes in cash flow for the  periods  then
          ended,  all in  accordance  with  GAAP  consistently  applied  for all
          periods. (n) Loss Contingencies; Other Non-Accrued Liabilities. Except
          as described in the notes to the Latest Balance  Sheet,  Business does
          not have (i) any Loss Contingencies (as hereinafter defined) which are
          not  required  by GAAP to be  accrued;  (ii)  any  Loss  Contingencies
          involving an unasserted  claim or assessment which are not required by
          GAAP  to  be  disclosed  because  the  potential  claimants  have  not
          manifested  to  the  Buyer  an  awareness  of  a  possible   claim  or
          assessment; or

               (iii) any categories of known  liabilities or obligations  (other
          than  non-pension  post-retirement  medical  care,  dental care,  life
          insurance  or other  benefits)  which are not  required  by GAAP to be
          accrued. For purposes of this Agreement, "Loss Contingency" shall mean
          an existing condition,  situation,  or set of circumstances  involving
          uncertainty as to possible  charges  against  income,  including those
          charges commonly referred to as "expenses," to an enterprise that will
          ultimately be resolved when one or more future events occur or fail to
          occur.

         (o) Absence of Certain Changes.  Since the date of the Latest
         Balance Sheet, the Buyer has owned and operated its assets, properties
         and businesses in the ordinary course of business and consistent with
         past practice; without limiting the generality of the foregoing, the
         Seller has not, subject to the aforesaid exceptions,

                           (i) Suffered any adverse change in its condition
         (financial or otherwise), working capital, assets, properties,
         liabilities, obligations, reserves, businesses, prospects, goodwill or
         going concern value or experienced any event or failed to take any
         action which reasonably could be expected to result in such an adverse
         change;

                           (ii) Suffered any loss, damage, destruction or other
         casualty (whether or not covered by insurance) or suffered any loss of
         officers, employees, dealers, distributors, independent contractors,
         customers, or suppliers or other favorable business relationships;

                           (iii) Declared, set aside, made or paid any dividend
         or other distribution in respect of its capital stock; or purchased or
         redeemed any shares of its capital stock;
         (iv) Issued or sold any shares of its capital stock,
         or any options, warrants,


                                       14

<PAGE>



         conversion, exchange or other rights to purchase or acquire any such
         shares or any securities convertible into or exchangeable for such
         shares;
         (v)         Incurred any indebtedness for borrowed money;
         (vi)        Mortgaged, pledged, or subjected to any lien, lease,
         security interest or other charge or encumbrance any of its properties
         or assets, tangible or intangible;
         (vii) Acquired or disposed of any assets or properties, except in
         the ordinary course of business;
         (viii)  Forgiven or canceled any debts or claims, or waived any rights;
         (ix)        Granted to any officer or salaried employee or any other
         employees any increase in compensation in any form or paid any
         severance or termination pay;
         (x) Entered into any commitment for capital expenditures for
         additions to plant, property or equipment; or
         (xi) Agreed, whether in writing or otherwise, to take any action
         described in this subsection.
                  (p)      Tax Matters.
                           -----------
                           (i) Tax Returns. Business has duly and timely filed
         all tax 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. Business has duly and timely filed all other tax and
         information reports, returns and related documents required to by filed
         by it with any Authority, including without limitation all returns and
         reports of income, franchise, gross receipts, sales, use, occupation,
         employment, withholding, excise, transfer, real and personal property
         and other taxes, charges and levies (collectively, the "Tax Returns")
         and has duly paid, or made adequate provisions for the due and timely
         payment of all such taxes and other charges, including without
         limitation interest, penalties, assessments and deficiencies, due or
         claimed to be due from them by any such Authorities; the reserves for
         all of such taxes and other charges reflected in the Latest Balance
         Sheet are adequate; and there are no liens for such taxes or other
         charges upon any property or assets of Business. There is no material
         omission, deficiency, error, misstatement or misrepresentation, whether
         innocent, intentional or fraudulent, in any Tax Return filed by
         Business for any period. The federal income tax returns of Business
         have been examined by the Internal Revenue Service and, except to the
         extent shown therein, all deficiencies asserted as a result of such
         examinations have been paid or finally settled and no issue has been
         raised by the Internal Revenue Service in any such examination which,
         by application of similar principles, reasonably could be expected to
         result in a proposed deficiency for any other period not so examined.
         All deficiencies and assessments resulting from examination of the Tax
         Returns of Business have been paid. There are no outstanding agreements
         or waivers extending the statutory period of limitation applicable to
         any Tax Return for any period.

                           (ii) Cooperation on Tax Matters. The Seller and Buyer
         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


                                       15

<PAGE>



         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.
         6. Buyer's Representations and Warranties.  Buyer represents and
         warrants to Seller
                  that:
         (a) Organization and Standing.  Buyer is now and on the Closing Date
         will be a limited liability company duly organized, validly existing
         and in good standing under the laws of the State of Nevada;
                           (b) 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;
                           (c) 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
                           (d) 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.
         7. Conditions 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;


                                       16

<PAGE>



               (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; and
               (e)  Documentation.  All of the requirements of Paragraph 12 have
          been met.
               8. Conditions Precedent to Seller's  Obligations.  The obligation
          of  Seller  to  consummate  the  transactions  contemplated  hereby is
          subject to the fulfillment prior to and on the Closing Date of each of
          the following conditions:
                           (a) Representations and Warranties. The
         representations and warranties of Buyer contained in this Agreement or
         in any statement, certificate, 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
         at and as of the Closing Date as though such representation and
         warranties were made at and as of such time;
               (b)  Performance.  Buyer  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 at the Closing Date;
                           (c) Actions. No action, suit or proceeding before any
         court or any governmental body or authority which relates to Buyer's
         qualifications and which would be materially adverse to Seller under
         this Agreement and the consummation of this Agreement shall have been
         instituted or threatened on or before the Closing Date; and
         (d) Documentation.  All of the requirements of Paragraph 13 have
         been met.
                          9.       Indemnification by Seller.
                                   -------------------------
                           (a) It is understood and agreed that Buyer does not
         assume, and shall not be obligated to pay, any liability of Seller
         under the terms of this Agreement or otherwise, and shall not be
         obligated to perform any obligations of Seller of any kind or manner,
         except by reason of contracts expressly assumed by Buyer hereunder, and
         with respect to such contracts, only such obligations which arise
         subsequent to the Closing Date, or as herein provided. For a period of
         one (1) year following the Closing, Seller hereby agrees to indemnify,
         defend and hold harmless Buyer and WEINER, and its successors and
         assigns, from and against, and shall reimburse them for:

               (i)  Any  and  all  claims,  demands,  liabilities,  obligations,
          actions,  suits,   proceedings,   losses,  damages,  costs,  expenses,
          assessments,   judgments,   recoveries  and  deficiencies,   including
          interest,  penalties and reasonable  attorneys' fees and expenses,  of
          any kind and  description,  contingent  or  otherwise  (the  foregoing
          hereinafter  collectively  referred to as  "Damages"),  occasioned by,
          arising out of or resulting  from the operation of the Business  prior
          to the Closing under any contract, agreement or lease assumed by Buyer
          hereunder or otherwise,  and any claim relating to the issuance of the
          Shares to Buyer pursuant to this Agreement.

               (ii)  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 Seller  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.


                                       17

<PAGE>



               (b) Buyer shall notify Seller in writing  within thirty (30) days
          of the  occurrence  of any event,  or of its  discovery  of any facts,
          which in the opinion of its counsel would entitle or may entitle it to
          indemnification  under  this  Paragraph  9;  provided,  however,  that
          failure to give such notice  within such thirty (30) day period  shall
          not affect the  liability of Seller under this  Paragraph 9 unless the
          failure to give such notice within such time period adversely  affects
          to a material degree Seller's ability to defend itself against a claim
          of  Buyer  or to  cure  the  default  giving  rise  to the  claim  for
          indemnification  on account  thereof.  With respect to  threatened  or
          asserted  claims of third parties,  Seller shall promptly  defend such
          claim by counsel of its own choosing;

               (c) If Seller,  within  reasonable  time after notice of a claim,
          fails to defend  Buyer,  Buyer  shall be  entitled  to  undertake  the
          defense,  compromise or settlement of such claim at the expense of and
          for the account and risks of Seller, subject to the right of Seller to
          assume the defense of such claim at any time prior to the  settlement,
          compromise or final determination thereof;

               (d) Anything in this section to the contrary notwithstanding, (i)
          if there is a reasonable  probability  that a claim may materially and
          adversely affect Buyer, Buyer will have the right, at its own cost and
          expense,  to defend,  compromise or settle such claim; and (ii) Seller
          will not,  without Buyer's written  consent,  settle or compromise any
          claim or consent to any entry of judgment which does not include as an
          unconditional term thereof the giving by the claimant or the plaintiff
          to Buyer of a release from all liability in respect to such claim; and

               (e) This  indemnity  is  intended  by  Seller  to cover all acts,
          suits,  proceedings,   claims,  demands,   assessments,   adjustments,
          interest,   penalties,   costs,  and  expenses   (including,   without
          limitation,  reasonable fees and  disbursements  of counsel),  arising
          within  said  one (1)  year  following  the  Closing  whether  suit is
          instituted  or  not  and,  if  instituted,  whether  at the  trial  or
          appellate  level,  with respect to any and all of the specific matters
          set forth in this indemnity.

               10.  Indemnification  by Buyer.  (a) For a period of one (1) year
          following  the Closing,  Buyer  herewith  agrees to indemnify and hold
          Seller and its successors and assigns harmless against:

               (i)  Any  and  all  claims,  demands,  liabilities,  obligations,
          actions,  suits,   proceedings,   losses,  damages,  costs,  expenses,
          assessments,   judgments,   recoveries  and  deficiencies,   including
          interest,  penalties,  and reasonable attorneys' fees, of any kind and
          description,   contingent  or  otherwise  (the  foregoing  hereinafter
          collectively referred to as "Damages"),  occasioned by, arising out of
          or resulting  from the  operation of the  Business  subsequent  to the
          Closing  under any  lease,  contract,  or  agreement  assumed by Buyer
          hereunder or otherwise. (This paragraph shall not apply to any acts of
          Seller or Seller's  representatives;  i.e.,  Buyer shall not indemnify
          Seller from such acts.)

               (ii)  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 Seller  pursuant to this Agreement or in connection  with
          any of the transactions contemplated hereby. 18
     <PAGE>



               (b) Seller shall notify Buyer in writing, within thirty (30) days
          of the  occurrence  of any event,  or of the  discovery  of any facts,
          which  in  the  opinion  of  counsel  entitles  or may  entitle  it to
          indemnification  under this  Paragraph  10;  provided,  however,  that
          failure to give such notice  within such thirty (30) day period  shall
          not affect the  liability of Buyer under this  Paragraph 10 unless the
          failure to give such notice within such time period adversely  affects
          to a material  degree Buyer's ability to defend itself against a claim
          of  Seller  or to  cure  the  default  giving  rise to the  claim  for
          indemnification  on account  thereof.  With respect to  threatened  or
          asserted  claims of third parties,  Buyer shall  promptly  defend such
          claim by counsel of its own choosing;

               (c) If Buyer within a reasonable time after notice of claim fails
          to defend  Seller,  Seller shall be entitled to undertake the defense,
          compromise  or  settlement of such claim at the expense of and for the
          account and risk of Buyer, subject to the right of Buyer to assume the
          defense of such claim at any time prior to the settlement,  compromise
          or final determination thereof;

               (d) Anything in this section to the contrary notwithstanding,

               (i)  if  there  is a  reasonable  probability  that a  claim  may
          materially and adversely affect Seller, Seller will have the right, at
          its own cost and expense,  to defend such claim but not to  compromise
          or settle such claim without Buyer's prior written consent; and

               (ii) Buyer will not, without Seller's written consent,  settle or
          compromise  any claim or consent to any entry of  judgment  which does
          not  include  as an  unconditional  term  thereof  the  giving  by the
          claimant or the plaintiff to Seller of a release from all liability in
          respect  of such  claim;  and (e)  Anything  in  this  section  to the
          contrary  notwithstanding,  (i) if there is a  reasonable  probability
          that a claim may  materially  and adversely  affect Buyer,  Buyer will
          have the right, at its own cost and expense,  to defend such claim but
          not to compromise or settle such claim without  Seller's prior written
          consent;  and (ii) Seller will not,  without Buyer's written  consent,
          settle or  compromise  any claim or consent  to any entry of  judgment
          which does not include as an unconditional  term thereof the giving by
          the claimant or the plaintiff to Buyer of a release from all liability
          in respect of such claim.

               11. Bulk Sales Law.Buyer hereby waives  compliance by Seller with
          the provisions of the Utah Bulk Sales Law, if  applicable,  and Seller
          warrants  and  agrees  to pay and  discharge  when due all  claims  of
          creditors  which  could be  asserted  against  Buyer by reason of such
          noncompliance  to the extent that such  liabilities  arise  before the
          Closing  and  are  not  specifically   assumed  by  Buyer  under  this
          Agreement,  and agrees to protect, defend, save harmless and indemnify
          Buyer from and against any and all such claims and demands pursuant to
          the  procedures  set forth in  Paragraph  9 hereof  which  shall apply
          thereto in all respects.

               12. Seller's  Performance at Closing.  On the Closing Date at the
          Closing  Place,  Seller  shall  execute  and  deliver  or  cause to be
          delivered to Buyer, in form and substance  reasonably  satisfactory to
          Buyer and its  counsel:  (a) A Bill of Sale  conveying to Buyer all of
          the Personal Tangible Assets to be acquired by Buyer hereunder;

               (b)An  assignment  assigning to Buyer the  contracts,  leases and
          agreements to


                                       19

<PAGE>



               be assigned to Buyer hereunder,  together with necessary consents
          thereto and the original copies of said contracts,  agreements, leases
          and consents; (c) A certificate of an officer of Seller stating that:

               (i) all  representations,  warranties  and covenants of Seller as
          set forth in this Agreement and in the other instruments  delivered by
          Seller are true and correct as of the Closing Date; or (

               ii) Seller has, in all material respects,  performed and complied
          with  all  covenants,  agreements  and  conditions  required  by  this
          Agreement to be  performed  or complied  with by Seller at or prior to
          the Closing Date;

               (d) A share  certificate  representing  750,000  Shares in Seller
          with ownership in the name of Buyer;

               (e) Copies of the files and records referred to in Paragraph 1(e)
          hereof; and

               (f)  Such  other  assignments,  bills of sale or  instruments  of
          conveyance, certificates of officers and other documents as reasonably
          may be  requested  by  Buyer  to  consummate  this  Agreement  and the
          transactions contemplated thereby.

               13. Buyer's  Performance  at Closing.  On the Closing Date at the
          Closing  Place,  Buyer  shall  execute  and  deliver  or  cause  to be
          delivered to Seller, in form and substance reasonably  satisfactory to
          Seller and its counsel:

               (a) The purchase price as set forth in Paragraph 3 hereof payable
          by bank cashier's check, certified check, or by wire transfer;

               (b) Such other documents as reasonably may be requested by Seller
          to consummate this Agreement and the transactions contemplated hereby.

               14. Survival of Covenants,  Representations  and Warranties.  All
          representations  and  warranties  of  the  Seller  contained  in  this
          Agreement  shall survive the Closing  Date.  The  representations  and
          warranties  of Buyer shall not survive the Closing  Date.  In no event
          will Buyer have any liability  for  compensation  payments,  benefits,
          accrued vacation obligations or any other obligations of Seller to its
          employees with respect to any period ending on or prior to the Closing
          Date, whether or not any of such employees shall be retained by Buyer.

               15. Finders,  Consultants and Brokers.  The Parties hereto hereby
          represent  and  warrant  to one  another  that there are no brokers or
          finders involved in this transaction.

               16. Restrictive Covenants. (a) Post-Closing Confidentiality.  The
          Seller  acknowledges  intent  to fully and  effectively  convey to the
          Buyer all  proprietary  rights,  including the  Intellectual  Property
          Rights of Business,  to be transferred  to the Buyer pursuant  hereto.
          Accordingly, the Seller shall at all times keep confidential and shall
          not  disclose  to  others  any  proprietary   rights,   including  the
          Intellectual  Property Rights,  and shall not use or permit to be used
          any  proprietary  rights or any  Intellectual  Property Rights for any
          purpose other than the performance of obligations to the Buyer.

               (b)  Non-Diversion.  Until the second  anniversary of the date of
          Closing,  the Seller shall not take  advantage  of, or attempt to take
          advantage  of, any actual or potential  business or  opportunities  of
          Seller of which Seller becomes aware as the result of its  affiliation
          with the Business or its relationship  with the Buyer and which relate
          specifically to A & A Medical Supply, or any part thereof.

               (c) Non-Recruitment.  Until the second anniversary of the date of
          Closing, the


                                       20

<PAGE>



               Seller  shall not hire  away,  or cause any other  person to hire
          away, any employee of or consultant to the Buyer  (including,  without
          limitation,  persons  employed or engaged by the Buyer before the date
          of this Agreement, or directly or indirectly entice or solicit or seek
          to include or influence any of such  employees or consultants to leave
          their  employment  or  engagement  with the Seller,  without the prior
          written  consent  of the  Seller,  which may be  withheld  in the sole
          discretion of the Buyer.

               (d) Remedies. The covenants contained in this Paragraph 16 impose
          a reasonable  restraint on the Seller in light of the  activities  and
          business of the Buyer and future plans.

               (e) Severability and Modification of Any Unenforceable  Covenant.
          Each of the Restrictive  Covenants will be read and  interpreted  with
          every reasonable  inference given to its  enforceability.  However, if
          any term, provision or condition of the Restrictive  Covenants is held
          by a court or arbitrator  to be invalid,  void or  unenforceable,  the
          remainder  of the  provisions  thereof  shall remain in full force and
          effect and shall in no way be affected,  impaired or invalidated. If a
          court or arbitrator should determine any of the Restrictive  Covenants
          are unenforceable because of overbreadth, then the court or arbitrator
          shall modify such covenant so as to make it enforceable to the fullest
          extent the court or arbitrator deems reasonable and enforceable  under
          the prevailing circumstances.

               17. 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:             David Weiner
                                   A and A Medical
                                   13743 Ventura Boulevard, #200
                                   Sherman Oaks, CA 91423


         With a copy to:           Gary N. Schwartz, Esq.
                                   NARVID SCOTT SCHWARTZ & FRANGIE LLP
                                   15060 Ventura Boulevard, Suite 490
                                   Sherman Oaks, CA 91403
                                   Fax:  (818) 907-9896


         If to Buyer:              Rick Bailey
                                   500 E. Cheyenne Avenue


<PAGE>



                                    21 North Las Vegas, NV 89030
                                    Fax:  (702) 642-4991

         With a copy to:







               or any such other  addresses as the Parties may from time to time
          designate in writing.

               18. 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.

               19. Other  Documents.  The Parties shall execute and deliver on a
          timely  basis all such  further and  additional  documents as shall be
          convenient,   necessary  or  desirable  to  the   implementation   and
          consummations of this Agreement.

               20.  Waiver.  No  waiver  by a  party  of any  provision  of this
          Agreement  shall be considered a waiver of any other  provision or any
          subsequent  breach of the same or any other  provision,  including the
          time for performance of any such provision. The exercise by a party of
          any remedy  provided in this Agreement or at law shall not prevent the
          exercise by that party of any other remedy  provided in this Agreement
          or at law.

               21. Business's Employees. Buyer shall have the right, but not the
          obligation, to retain any and all employees of the Seller.

               22.  Exhibits.  All exhibits  attached to this Agreement shall be
          deemed part of this


                                       22

<PAGE>



               Agreement and incorporated herein, where applicable,  as if fully
          set forth therein.

               23  Governing  Law.  This  Agreement  shall be  governed  by, and
          construed  and enforced in accordance  with,  the laws of the State of
          California.

               24 Entire  Agreement.  This  Agreement,  including  the  attached
          exhibits  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.

               25 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.

               26  Closing  Date and  Location.  The  Closing  Date  shall be on
          February 6, 2002.  The location of the Closing (the  "Closing  Place")
          shall  be  at  Buyer=s  counsel's   office,   unless  mutually  agreed
          otherwise.

               27 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  venturers,
          attorneys, assigns, heirs and successors in interest.

               28 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


                                       23

<PAGE>



         person, any entity or any Court, and to thereby bind such entity
         to this Agreement.

               29 Headings. The headings of the paragraphs of this Agreement are
          inserted as a matter of  convenience  and for reference  purposes only
          and in no  respect  define,  limit  or  describe  the  scope  of  this
          Agreement or the intent of any paragraph hereof.

                  30 Assignability. This Agreement cannot be assigned without
         approval from the non- requesting party, and which consent shall not be
         unreasonably withheld or delayed.

                  31 Counterparts. This Agreement may be signed in any number of
         counterparts with the same effect as if the signature on each such
         counterpart were on the same instrument. Each fully executed set of
         counterparts shall be deemed to be an original, and all of the signed
         counterparts together shall be deemed to be one and the same
         instrument.
                  32 Audit. Seller agrees to complete at its cost within sixty
         (60) days post-Closing an audit (segment accounting/audit purposes) of
         the operations of the Business through the time period of December 31,
         2001. Upon completion of the audit, Seller shall provide the audit
         report at no cost to Buyer.

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

                                                     "SELLER"

                                                     TRSG CORP.
                                                     A Delaware Corporation



                                                     By: /s/Richard Bailey
                                                       RICHARD BAILEY, President





                                       24

<PAGE>



                                                     "BUYER"

                                                     A and A MEDICAL COMPANY
                                             A Nevada Limited Liability Company



                                               By: /s/David Weiner
                                                  DAVID WEINER, Manager


                                       25

                                     <PAGE>



                                  Exhibit 10.8

                      BILL OF SALE AND ASSIGNMENT OF ASSETS



                  THIS BILL OF SALE AND ASSIGNMENT OF ASSETS is made as of this
         6th day of February, 2002, by TRSG CORP., a Delaware corporation
         (hereinafter referred to as "Seller").

                  WHEREAS, Seller and A and A Medical Company, a Nevada limited
         liability company ("Buyer"), have entered into an Asset Purchase
         Agreement dated as of February 1, 2002 (the "Purchase Agreement"),
         pursuant to which Seller has agreed to sell to Buyer, and Buyer has
         agreed to purchase from Seller, the Personal Tangible Assets (as
         defined therein), all in accordance with and subject to the terms and
         conditions set forth in the Purchase Agreement;

                  NOW, THEREFORE, for and in consideration of the payment by
         Buyer of the purchase price pursuant to the Purchase Agreement, the
         receipt and sufficiency of which are hereby acknowledged, and in
         further consideration of the mutual covenants and agreements contained
         in the Purchase Agreement, and pursuant to the terms of the Purchase
         Agreement, Seller does hereby sell, transfer, assign, convey and
         deliver to Buyer, its successors and assigns the following, free and
         clear of all debts, liens, security interests, mortgages, trusts,
         claims, liabilities and encumbrances, except as specifically assumed by
         the terms of the Purchase Agreement: all of the assets and rights of
         every kind and nature, except as specifically excluded by Paragraph 2
         of the Purchase Agreement, used or useful or intended for use in the
         operation of A & A Medical Supply (the "Business"), including those
         assets used by Seller as of February 6, 2002, including but not limited
         to:



                                       26

<PAGE>



               (i) All of the physical  assets,  machinery,  equipment and other
          Personal  Tangible  Assets,  as  defined  in the  Purchase  Agreement,
          including but not limited to that listed in Appendix A hereto;

               (ii) All pertinent original files, records,  documents,  and logs
          pertaining  to the  Business  or its  operations,  including,  but not
          limited to, all contracts,  leases and agreements to be assigned under
          the Purchase  Agreement which Buyer has expressly agreed in writing to
          assume; and

               (iii) All rights, licenses,  permits,  authorizations,  and other
          intangibles  which are useful or intended to be used in the  operation
          of the Business.

               TO HAVE AND TO HOLD the said  described  property  to Buyer,  its
          successors and assigns, for its exclusive use and benefit forever.

               Seller does hereby  agree,  from and after the date hereof,  upon
          the request of Buyer,  to execute  such other  documents  as Buyer may
          require in order to obtain  the full  benefit of this Bill of Sale and
          Assignment of Assets and Seller's obligations hereunder.

               IN WITNESS  WHEREOF,  the undersigned have caused this instrument
          to be duly executed as of the date first written above.

                                                              "SELLER"

                                                              TRSG CORP.
                                                         A Delaware Corporation


                                       27

<PAGE>





                                            By: /s/Rick Bailey
                                           --------------------------------
                                               RICK BAILEY, President



         ASSIGNMENT ACCEPTED:

         A and A MEDICAL COMPANY
         A Nevada Limited Liability Company


         By: /s/David Weiner
            ---------------------------------
            DAVID WEINER, Manager


                                       28

<PAGE>



                                  Exhibit 10.9

                      ASSIGNMENT OF CONTRACTS, LEASES, ETC.
                            AND ASSUMPTION AGREEMENT


               This  Assignment  of  Contracts,  Leases,  Etc.,  and  Assumption
          Agreement  ("Assignment") is made as of this 6th day of February, 2002
          by and between TRSG CORP., a Delaware corporation ("Assignor"),  and A
          and  A  MEDICAL   COMPANY,   a  Nevada   Limited   Liability   Company
          ("Assignee").


                                               W I T N E S S E T H:

                  WHEREAS, Assignor and Assignee have entered into that certain
         Asset Purchase Agreement dated as of February 1, 2002, ("Agreement"),
         for the purchase and sale of certain assets of the business known as A
         & A Medical Supply, a division of Assignor ("Business"); and


                  WHEREAS, this Assignment is being made pursuant to the terms
         of the Agreement for the purpose of assigning to Assignee all of
         Assignor's rights, title and interest in and to those certain
         contracts, leases, licenses, permits, approvals, and intangibles and
         (if and to the extent assignable) described on Exhibit "B" attached
         hereto (collectively, the "Contracts");

                  NOW, THEREFORE, for good and valuable consideration, the
         receipt and sufficiency of which are hereby acknowledged, the parties
         hereto hereby agree as follows:

                  1. Assignment of Contracts. Assignor, effective as of the
         Closing Date, hereby grants, assigns, sells, transfers, conveys and
         delivers to Assignee the Contracts and all of Assignor's right, title,
         interest, benefits and privileges thereunder, and Assignee hereby
         accepts such Assignment.

                  2. Assumption of Obligations. By acceptance of this
         Assignment, Assignee from and after the Closing Date hereby assumes and
         agrees to perform and to be bound by all of the terms, covenants,
         conditions and obligations imposed upon or assumed by Assignor under
         the Contracts. Said assumption and agreement shall have application
         only to those obligations under the Contracts. This Assignment shall
         have no application to obligations accruing or arising prior to the
         Closing Date.

                  3. Indemnities. Assignor hereby indemnifies and holds harmless
         Assignee from and against any and all claims, liens, damages, demands,
         liabilities, obligations, lawsuits, and/or causes of action, judgments,
         losses, costs and expenses (including, without limitation, reasonable
         attorney's fees and expenses) accruing or arising under the Contracts
         made or expressed prior to the date of the close of escrow of the sale
         of the Business by Assignor to Assignee pursuant to the Agreement (the
         "Closing date"). Assignee hereby indemnifies and holds harmless
         Assignor from and against any and all claims, liens, damages, demands,
         liabilities, obligations, lawsuits, and/or causes of action, judgments,
         losses, costs and expenses (including, without limitation,


                                       29

<PAGE>



         reasonable attorney's fees and expenses) accruing or arising under the
         Contracts on or after the Closing Date.

               4. Successors and Assigns.  This Assignment shall be binding upon
          and  inure  to  the  benefit  of  the  successors,  assigns,  personal
          representatives, heirs and legatees of the respective parties hereto.

                  5. Further Assurances. Assignor does hereby agree, from and
         after the date hereof, upon the request of Assignee, to execute,
         acknowledge and deliver all such further acts, deeds, assignments,
         transfers, conveyances and assurances and such other documents as
         Assignee may require in order to obtain the full benefit of this
         Assignment and Assignor's obligations hereunder.

                  6. Attorneys' Fees. In the event of the bringing of any action
         or suit by a party hereto against another party hereunder by reason of
         any breach of any of the covenants, conditions, agreements or
         provisions on the part of the other party, arising out of this
         Assignment, then in that event the prevailing party shall be entitled
         to have and recover of and from the other party all costs and expenses
         of the action or suit, including reasonable attorneys' fees.

                  7.          Governing Law.  This Assignment shall be governed
         by, interpreted under, and construed and enforceable with, the laws
         of the State of California.

                  8.          Acknowledgment.  Assignee is hereby acknowledge,
         affirm, confirm and agree that collectively all obligations assumed
         hereunder are done so individually, jointly and severally.

                    9.        Counterparts.  This Assignment may be executed in
         multiple counterparts, each of which shall be deemed an original, but
         all of which, together, shall constitute one and the same instrument.


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


                                                     "ASSIGNOR"

                                                     TRSG CORP.,
                                                     A Delaware Corporation



                                          By: /s/Rick Bailey
                                             ----------------------------------
                                            RICK BAILEY, President

                                                   "ASSIGNEE"



                                       30

<PAGE>


                                                     A and A MEDICAL COMPANY,
                                             A Nevada Limited Liability Company


                                         By: /s/David Weiner
                                            -----------------------------------
                                                   DAVID WEINER, Manager







                                       31

<PAGE>