LICENSING / PURCHASE AGREEMENT


                          Dated as of January 31, 2005


                                      Among


                             THE CHELSEA COLLECTION


                                       and


                            GATEWAY DISTRIBUTORS LTD



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

                                    RECITALS

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

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

     C.  The  parties  hereto  wish to make certain representations, warranties,
covenants  and  agreements  in  connection with the licensing agreement, also to
prescribe  various  conditions  to  such  transaction.

                                    AGREEMENT

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

                                    ARTICLE 1
                                    ---------

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

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


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

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

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

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

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

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


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

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

6.  Intellectual  Property Rights. The "Chelsea" has the right to purchase under
    ------------------------------     ---------
the  Nov.  25,  2003 Agreement, the industrial and intellectual property rights,
including  without  limitation  the patents, patent applications, patent rights,
trademarks,  trademark  applications,  trade  names, service marks, service mark
applications,  copyrights,  computer  programs  and  other  computer  software,
inventions,  know-how,  trade  secrets,  technology,  proprietary  processes and
formulae (collectively, "Intellectual Property Rights"). To the knowledge of the
                        --------------------------------
"Chelsea"  the use of all Intellectual Property Rights necessary or required for
the  conduct  of  the  businesses of the "Chelsea" as presently conducted and as
proposed  to  be conducted does not and, to the knowledge of the "Chelsea", will
                                                                 ----------
not  infringe  or  violate  or  allegedly  infringe  or violate the intellectual
property  rights  of any person or entity. The "Chelsea" does not own or use any
                                               ---------
Intellectual  Property  Rights pursuant to any written license agreement, except
for  the  Nov. 25, 2003 Agreement with Francois Vautour, and has not granted any
person  or


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

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

9.  Confidentiality.  Each of the parties hereto agrees that it will not use, or
    ----------------
permit  the  use  of,  any of the information relating to any other party hereto
furnished  to  it  in  connection  with  the  transactions  contemplated  herein
("Information")  in a manner or for a purpose detrimental to such other party or
 -------------
otherwise  than  in  connection  with  the  transaction,  and that they will not
disclose,  divulge,  provide  or  make  accessible,  or permit the Disclosure of
(collectively,  "Disclose"  or  "Disclosure"  as  the  case  may be), any of the
                ----------      ------------
Information  to  any  person  or entity, other than their responsible directors,
officers,  employees,  investment  advisors,  accountants,  counsel  and  other
authorized  representatives and agents, except as may be required by judicial or
administrative  process  or,  in the opinion of such party's regular counsel, by
other  requirements  of  Law; provided, however, that prior to any Disclosure of
                              --------- --------
any Information permitted hereunder, the disclosing party shall first obtain the
recipients'  undertaking  to  comply with the provisions of this subsection with
respect  to  such  information.  The term "Information" as used herein shall not
                                          -------------
include  any  information  relating  to  a party which the party disclosing such
information  can  show:  (i) to have been in its possession prior to its receipt
from another party hereto; (ii) to be now or to later become generally available
to  the  public  through  no  fault  of the disclosing party; (iii) to have been
available to the public at the time of its receipt by the disclosing party; (iv)
to  have  been  received  separately  by the disclosing party in an unrestricted
manner  from a person entitled to disclose such information; or (v) to have been
developed  independently  by  the  disclosing  party  without  regard  to  any
information received in connection with this transaction. Each party hereto also
agrees to promptly return to the party from who originally received all original
and  duplicate  copies  of  written  materials containing Information should the
transactions  contemplated  herein  not occur. A party hereto shall be deemed to
have  satisfied  its  obligations  to  hold  the  Information confidential if it
exercises the same care as it takes with respect to its own similar information.


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

11.  Arbitration.  Any  controversy  or claim arising out of or relating to this
     ------------
Agreement,  or  the  making,  performance  or  interpretation thereof, including
without  limitation  alleged  fraudulent inducement thereof, shall be settled by
binding  arbitration  in  Las  Vegas,  Nevada by a panel of three arbitrators in
accordance  with  the  Commercial  Arbitration


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<PAGE>
Rules  of  the  American  Arbitration Association. Judgment upon any arbitration
award  may  be  entered in any court having jurisdiction thereof and the parties
consent  to  the  jurisdiction  of  the  courts of the State, of Nevada for this
purpose.

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

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

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

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


"GATEWAY"                                      "CHELSEA"


GATEWAY DISTRIBUTORS LTD                THE CHELSEA COLLECTION, INC.




By_________________________________     By_________________________________



  Rick Bailey                             Francois Vautour
  President / CEO                         President / CEO


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