AGREEMENT



                          Dated as of September 1, 2006

                                      Among



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


                          AND GATEWAY DISTRIBUTORS LTD



<PAGE>
                                    AGREEMENT
                                    ---------
     THIS Agreement ("Agreement"), dated as of September 1, 2006 is by and among
Le'  Elegant  Bath, Inc. - DBA, AMERICAN BATH FACTORY, a California Corporation,
13395  Estelle Street, Corona California 92879 ("ABF"), and GATEWAY DISTRIBUTORS
                                                 ---
LTD,  2555  East Washburn Road, North Las Vegas 89081, a Nevada Corporation (the
"Company").
 -------

                                    RECITALS
                                    --------

     A.  The  parties  hereto  wish to provide for the terms and conditions upon
which  the  ABF  will  acquire  its  Products,  Services,  Marketing, Technology
services  and  day  to  day consulting needs to be determined from the Company's
wholly  owned  subsidiary  Marshall  Corporate  Administration.

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

                                    AGREEMENT
                                    ---------

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

                              ARTICLE 1PURCHASE OF
                              --------------------

                                     SERVICES
                                    ---------

1.1     Services  to  be  purchased.  Upon satisfaction of all conditions to the
        ---------------------------
obligations of the parties contained herein (other than such conditions as shall
have  been  waived  in accordance with the terms hereof), the ABF shall purchase
from  the  Company,  at the Closing (as hereinafter defined) Products, Services,
Marketing  and  Technology  needed:

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

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

1.3     Purchase Price.  The ABF shall pay for services on an agreed to price on
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each  request for services. The ABF and the Company will determine the price and
a  purchase  order  will  be  submitted for services. (the "Purchase Price"): An
                                                            --------------
initial  order  for


<PAGE>
services  will  be  $851,425  which  will  be marketing and fulfillment services
utilized  in  the  development  of  collateral  material.

1.3.1  Payment.  ABF  will  make  payment  per agreement and normal terms on the
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$851,425  dollar  order  as indicated in 1.3 above. The Company will invoice for
future  services rendered on a regular basis and payments will be due within ten
days  of  such  invoice.
                                  ARTICLE 2 ABF

                                  COMPENSATION

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

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

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

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

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

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

                   ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF
                   ------------------------------------------

                                     COMPANY
                                     -------

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

2.1  Corporate Organization. The Company is a Nevada corporation duly organized,
     ----------------------
validly existing and in good standing under the laws of the state of Nevada, has
full  corporate  power and authority to carry on its business as it is now being
conducted  and  to  own,  lease  and  operate its properties and assets, is duly
qualified  or  licensed to do business as a foreign corporation in good standing
in every other jurisdiction in which the character or location of the properties
and  assets  owned,  leased  or  operated  by  it or the conduct of its business
requires  such qualification or licensing, except in such jurisdictions in which
the  failure  to  be  so  qualified  or  licensed  and  in  good  standing


<PAGE>
would  not, individually or in the aggregate, have a Material Adverse Effect (as
hereinafter defined) on the Company. The Company has heretofore delivered to the
ABF  complete  and correct copies of its articles or certificate of organization
and  bylaws, as presently in effect. The Company is qualified and licensed to do
business.

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


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

                         ARTICLE 3 REPRESENTATIONS AND
                         -----------------------------

                               WARRANTIES OF ABF
                               -----------------

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

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

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

                                    ARTICLE 4
                                    ---------

4.1  Confidentiality. Each of the parties hereto agrees that it will not use, or
     ---------------
permit  the  use  of,  any of the information relating to any other party hereto
furnished  to  it  in  connection  with  the  transactions  contemplated  herein
("Information")  in a manner or for a purpose detrimental to such other party or
  -----------
otherwise  than  in  connection  with  the  transaction,  and that they will not
disclose,  divulge,  provide  or  make  accessible,  or permit the Disclosure of
(collectively,  "Disclose"  or  "Disclosure"  as  the  case  may be), any of the
                 --------        ----------
Information  to  any  person  or entity, other than their responsible directors,
officers,  employees,  investment  advisors,  accountants,  counsel  and  other
authorized  representatives and agents, except as may be required by judicial or
administrative  process  or,  in the opinion of such party's regular counsel, by
other  requirements  of  Law; provided, however, that prior to any Disclosure of
                              --------  -------
any  Information  permitted  hereunder,


<PAGE>
the  disclosing  party  shall first obtain the recipients' undertaking to comply
with  the  provisions  of  this subsection with respect to such information. The
term  "Information" as used herein shall not include any information relating to
       -----------
a  party  which the party disclosing such information can show: (i) to have been
in its possession prior to its receipt from another party hereto; (ii) to be now
or  to  later  become  generally available to the public through no fault of the
disclosing  party; (iii) to have been available to the public at the time of its
receipt  by  the  disclosing party; (iv) to have been received separately by the
disclosing  party  in  an unrestricted manner from a person entitled to disclose
such  information;  or (v)to have been developed independently by the disclosing
party  without  regard  to  any  information  received  in  connection with this
transaction.  Each party hereto also agrees to promptly return to the party from
who  originally  received all original and duplicate copies of written materials
containing  Information should the transactions contemplated herein not occur. A
party  hereto  shall  be  deemed  to  have satisfied its obligations to hold the
Information  confidential if it exercises the same care as it takes with respect
to  its  own  similar  information.

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

                            ARTICLE 5TERMINATION AND
                           -------------------------

                                  ABANDONMENT
                                  -----------

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

5.2     Governing Law.    This Agreement and the legal relations among the
        -------------
parties  hereto  shall  be  governed  by  and  construed  in accordance with the
internal  substantive laws of the State of Nevada (without regard to the laws of
conflict  that  might  otherwise  apply)  as  to  all matters, including without
limitation  matters of validity, construction, effect, performance and remedies.

5.3     Arbitration. Any controversy or claim arising out of or relating to this
        -----------
Agreement,  or  the  making,  performance  or  interpretation thereof, including
without  limitation  alleged  fraudulent inducement thereof, shall be settled by
binding  arbitration  in  Las  Vegas,  Nevada by a panel of three arbitrators in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon  any  arbitration award may be entered in any court
having  jurisdiction  thereof and the parties consent to the jurisdiction of the
courts  of  the  State  of  Nevada  for  this  purpose.


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

Gateway Distributors Ltd

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

     President

"COMPANY"

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

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

     President