CONTRACT FOR SALE OF BUSINESS AND ASSETS
                    ----------------------------------------

     This  agreement  ("Agreement") is made as of                , 2006, between
                                                 ----------------
Marshall Distributing, L.L.C., a Utah limited liability company and EMS Business
Development,  Inc.,  a  California corporation (collectively "Seller"), Terry D.
Nielsen ("Property Owner") and Gateway Distributors, Ltd., a Nevada corporation,
("Buyer").

                                    RECITALS

     A.     The  Seller  is  the  owner and operator of a herbal and health food
supplement  distributing business (the 'Business Operations") with its principal
business  office  located  at  3085 West 1100 South Salt Lake City, Utah, 84104,
(the  "Property").  Sellers  assets  relating  to  the  Business  Operations are
hereinafter  referred  to  as the "Business Assets" and are described in Exhibit
"A"  attached  hereto.

     B.     Property  Owner  owns the Property and currently leases the Property
to  Seller.

     C.     Seller  desires  to  sell and Buyer desires to purchase the Business
Operations  and  Business  Assets  from Seller upon the terms and conditions set
forth  herein.

     D.     Property  Owner  desires  to  sell and Buyer desires to purchase the
Property from the Property Owner upon the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the promises and for other good and
valuable  consideration,  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  Buyer,  Seller  and  Property  Owner  agree  as  follows:

     1.     Purchase and Sale.  Upon the terms and subject to the conditions set
            -----------------
forth in this Agreement, Seller and Property Owner shall sell, convey, assign,
transfer and deliver to Buyer and Buyer shall purchase and acquire from Seller
and Property Owner the following:

          a. The Business Operations as conducted by Seller as of June 30, 2006.

          b. The Business Assets of the Seller which are utilized in conjunction
     with  the  Business  Operations as of June 30, 2006, specifically including
     all  right,  title  and interest in and to the assets, personal properties,
     goodwill  and  rights  as  a  going  concern,  of  every  nature,  kind and
     description,  tangible  and intangible, wherever located and whether or not
     carried  or  reflected on the books and records of the Seller. The Business
     Assets  shall  include,  without  limitation,  all  items  reflected on the
     Seller's  June 30, 2006 balance sheet (the "Balance Sheet") a copy of which
     is  attached  hereto as Exhibit "A". The Business assets shall only include
     those  assets  of E.M.S. Business Development, Inc., which are described on
     Exhibit  "A-1"  attached  hereto.  All  other  assets  of  E.M.S.  Business
     Development,  Inc.,  are  excluded  form  the  Business  Assets.  Except as
     otherwise provided in this Agreement, the Business Assets shall be conveyed
     at  the  Closing (as defined below) free and clear of any mortgage, pledge,
     lien,  security  interest,  encumbrance,  claim,  easement,  restriction or
     charge  of  any  kind  or  nature  (whether  or  not  of  record).


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          c.  The  Property  which  shall  be  free  and  clear  of  all  liens,
     encumbrances  and  other  matters  of  record  except  for
     items                       and                       (the  "Permitted
          -----------------------   -----------------------
     Exceptions")  shown on the preliminary title report ("PTR") attached hereto
     as  Exhibit  "B".  Seller and Property Owner shall mutually terminate their
     existing  lease  agreement  pertaining to the Property (the "Lease") at the
     Closing.

2.     Purchase Price.  The purchase price for the Business Operations, Business
       --------------
Assets  and  the  Property  (the  "Purchase  Price") shall be $6,000,000.00 plus
Buyer's  assumption  of the liabilities set forth in the Liabilities Undertaking
attached  hereto  as  Exhibit  "C".  The  Purchase  Price  shall be allocated as
follows:

               Business  Operations               $
                                                   -----------------------

               Business  Assets                   $
                                                   -----------------------

               Property                           $
                                                   -----------------------

               Total  Purchase  Price             $
                                                   =======================

     3.     Payment  of  Purchase  Price.  The  Purchase  Price shall be paid as
            ----------------------------
follows:

          a.  On  or before the Closing Date, Buyer shall execute and deliver to
     Seller  Buyer's  promissory  note  in  the  sum of Five Million Two Hundred
     Thirty  Thousand  and  No/100  Dollars  ($5,230,000.00)  (the "Operations &
     Assets  Note") in the form attached as Exhibit "D". The Operations & Assets
     Note shall be secured as provided in the Security Agreement attached hereto
     as Exhibit "E" and the Financing Statement UCC-1 attached hereto as Exhibit
     "F".

          b.  On  or before the Closing Date, Buyer shall execute and deposit in
     Escrow  an  all  inclusive  installment  note  (the "Property Note") in the
     principal  sum  of  Seven  Hundred  Seventy  Thousand  and  No/100  Dollars
     ($770,000.00)  payable to the Property Owner in the form attached hereto as
     Exhibit "G". The Property Note shall be secured by an all inclusive deed of
     trust  on the Property (the "Property Deed of Trust") which shall be in the
     form  attached  hereto  as  Exhibit  "H".

          c.  On  or before the Closing Date, Buyer shall execute and deliver to
     Seller  the  Liabilities  Undertaking  and  shall assume the liabilities as
     provided  in  this  Agreement.

          d.  Seller  and  Property  Owner  covenant  and  agree  that:

               i.  a  portion  of  the  Operations  &  Assets  Note  proceeds
          (approximately  $3,786,062)  will  be used to pay the balance owing on
          the  following  obligations  which  are  currently  owed by the Seller
          and/or  its  affiliates  to  Kathleen Janssen and/or Dean Janssen (the
          "Janssens"):  ($1,025,000  Bank  of  Stockton  #1,  $437,450  Bank  of
          Stockton  #2,  $748,612  Farmers  & Merchants #1, $75,000 Wells Fargo,
          $225,000  Kathy  Janssen  Personal  Note #1, $525,000 Janssen Personal
          Note  #2,  $750,000  Farmers  &  Merchants #2 to be drawn upon through
          transition)(hereafter  collectively  the  "Janssen  Debts");  and


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               ii.  the proceeds from the Property Note (approximately $770,000)
          will  be  paid  to  the Property Owner for the Property as provided in
          Paragraph  2  above and the Property Owner shall satisfy and discharge
          the  underlying note and underlying deed of trust. Seller and Property
          Owner  further  covenant and agree that the proceeds from the Purchase
          Price  shall  be  applied  as  follows:

               iii.  First  to  the  unpaid  balance of the Janssen Debts to the
          Janssens;

               iv. Second to pay the unpaid balance on the Property Note and the
          Property  Deed  of  Trust;  ($770,000)  in  favor  of  Terry  Nielsen;

               v.  Third,  One  Million  Dollars  to  the  Janssens;

               vi. Fourth, the remainder of the Purchase Price will be disbursed
          to  the  Seller.

     Notwithstanding  the  pro  visions  of  this  subparagraph  3  above, it is
understood  and  agreed  that the Janssens' Debt will continue to be serviced by
Buyer throughout the Holding Period.  Any accrued and unpaid interest at the end
of  the Holding Period will be added to the Purchase Price and to the Operations
&  Assets  Note.

          e.  Payment  of the Purchase Price will be secured by the (a) Business
     Operations;  and  (b)  the  Business  Assets  and  (c) 12,000,000 shares of
     Cal-Bay International, Inc., preferred B Stock (the "CBAY Shares") owned by
     Buyer. Buyer will deposit into an escrow account with ("Escrow Holder") the
     CBAY  Shares  which  shall  be  restricted  for one year and which shall be
     retained  by  Escrow Holder as part of the security for the full and timely
     payment  of  the  Purchase  Price.  At  the Closing Buyer shall provide the
     Escrow  Holder  with  irrevocable instructions to pay the Purchase Price in
     full  on  or  before  the  fourteenth  (14th)  month after the Closing (the
     "Holding  Period").  Said  instructions  shall  further provide that if the
     Purchase  Price has not been paid in full at the end of the Holding Period,
     the  CBAY  Shares  shall  (to  the  extent necessary) be sold by the Escrow
     Holder  and  the  proceeds  shall  be  used  to  pay  the  Purchase  Price.

     4.     Representations,  Warranties  and  Covenants of Seller.  In order to
            ------------------------------------------------------
induce  Buyer  to  enter  into  this  Agreement, Seller represents, warrants and
covenants  to  Buyer  that:

          a.  Marshall  Distributing,  LLC  is  a limited liability company duly
     organized,  validly  existing  and  in  good standing under the laws of the
     state  of  Utah,  and is qualified and licensed to do business as it is now
     being  conducted.

          b.  EMS  Business  Development,  Inc.,  is  a  California corporation,
     validly  existing  and  in  good  standing  under  the laws of the State of
     California  and is qualified and licensed to do business as it is now being
     conducted.

          c.  The  Seller  has  good and marketable title to the Business Assets
     free  and  clear  of  all  mortgages, pledges, charges, security interests,
     encumbrances  and  any  other  liens  of  any  nature  whatsoever except as
     described  herein  and/or  shown  on  the  Balance  Sheet.


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          d.  The Property Owner has and shall deliver good and marketable title
     to  the  Property  except  or  the  Permitted  Exceptions shown on the PTR.

          e.  Upon  execution  of  this  Agreement by all parties this Agreement
     shall  be  a  valid  and  binding  Agreement of Seller except as limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws
     affecting  creditors'  rights.

          f.  There  are no suits or claims relating to the Seller, the Property
     Owner,  the Business Operations, the Business Assets, or the Property which
     are currently pending against Seller, or the Property Owner which have been
     threatened  or  asserted  against  Seller  or  the  Property  Owner.

          g.  Except  as  disclosed  pursuant  to  this  Agreement, there are no
     liabilities  (whether  absolute  or contingent, liquidated or unliquidated,
     due  or  to become due) relating to the Seller or the Property, nor has any
     condition  existed  or event occurred which could reasonably be expected to
     give  rise  to  such  liability.

     5.     Representations,  Warranties  and  Covenants  of Buyer.  In order to
            ------------------------------------------------------
induce Seller and Property Owner to enter into this Agreement, Buyer represents,
warrants  and  covenants  to  Seller  and  Property  Owner  that:

          a. Buyer is a corporation duly organized, validly existing and in good
     standing  under  the  laws  of  the  State  of  Nevada and is qualified and
     licensed  to  do  business  as  it  is  now  being  conducted.

          b. The Buyer has full corporate power and authority to enter into this
     Agreement and to carry out the transactions contemplated herein. The Boards
     of  Directors  of  the  Buyer  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.

          c.  Upon  execution  of  this  Agreement by all parties this Agreement
     shall  be  a  valid  and  binding legal obligation of the Buyer enforceable
     against  it  in  accordance  with  its  terms.

          d.  Buyer  is the sole owner of the CBAY Shares, free and clear of any
     liens  or  encumbrances  save  and  except  the restrictions imposed on all
     preferred  B  shares  issued  by  CBAY.

          e.  Buyer and any entity or person that owns or controls Buyer are not
     bankrupt or insolvent under any applicable Federal state standard, have not
     filed  for protection or relief under any applicable bankruptcy or creditor
     protection  statute  and  have  not  been  threatened  by creditors with an
     involuntary application of any applicable bankruptcy or creditor protection
     statute.

          f.  Neither  this  Agreement,  nor any of the Exhibits hereto, nor any
     document,  certificate, or statement referred to herein or furnished to the
     Seller  by  Buyer  in  connection  with the transaction contemplated herein
     (whether  delivered  prior  to,

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<PAGE>
     simultaneously  with,  or  subsequent  to  the execution of this Agreement)
     contains  any  untrue  statement  of  material  fact,  or  omits to state a
     material  fact  in  any  way  concerning  the  Buyer  or  the  transaction
     contemplated  hereby.

          g.  Purchaser  covenants  and  agrees  that during the period from the
     Closing  and  continuing  through  the  end  of  the  Holding  Period that:

               i.  Buyer  shall  continue  to  manage  and  operate the Seller's
          Business  Operations in accordance with Seller's current practices and
          that  Buyer  shall  make  no  change  in  Seller's current management,
          personnel,  practices  or  policies  regarding the Business Operations
          unless  it  receives  the  Seller's  prior  written  consent  thereto.

               ii.  Buyer  shall  pay  its  employees  all  wages,  salaries and
          benefits  of any kind, including without limitation, vacation accruing
          to such employees in a timely manner and the Seller shall have no duty
          or  obligation  to  pay any salary, benefits, or other compensation to
          Buyer's  employees  for  the  time  period  following  the  Closing.

               iii.  Buyer  shall  not  sell,  mortgage,  pledge, hypothecate or
          otherwise  transfer  or  dispose  of  all  or any part of the Business
          Assets;  the  assets  acquired  as a result of the Business Operations
          following  the  Closing;  or  any  interest  therein  except  (a)  for
          inventory in the ordinary course of the Business Operations; or (b) if
          the  Seller  consents  thereto  in  writing.

               iv.  Buyer  shall  not terminate, modify, extend, amend or assign
          any  lease or contract or enter into any new lease or contract without
          the  prior  written  consent  of the Seller except that the consent of
          Seller shall not be necessary for new contracts which are entered into
          in  the  ordinary  course  of  business.

               v.  Buyer  shall  maintain  in  full  force  and effect, the same
          insurance coverages currently maintained by Seller in conjunction with
          its  Business  Operations.

               vi.  Upon  prior notice and at reasonable times Seller shall have
          access  to the Property and the Business Assets to inspect the same to
          and  assure  that  Buyer  is  complying  with the requirements of this
          Agreement.

               vii.  Buyer  acknowledges and agrees that a monthly review of the
          Business Operations, Business Assets and the Property are contemplated
          by  the  Seller  and  Seller shall be provided access to the Property,
          Business  Assets  and  Buyer's business records during normal business
          hours  for  such  purposes.

     6.     Conditions  Precedent  to  Buyer's  Obligation  to  Close.  Buyer's
            ---------------------------------------------------------
obligation to purchase the Business Operations, Business Assets and Property and
to take the other actions required to be taken by Buyer on or before the Closing
is  subject  to  the  satisfaction  or  waiver by Buyer of each of the following
conditions  on  or  before  the  Closing  Date:


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          a.  Each  of Seller's representations and warranties in this Agreement
     shall  have  been  accurate in all material respects as of the date of this
     Agreement, and shall be accurate in all material respects as of the time of
     the  Closing  as  if  then  made.

          b.  Each  of  the covenants and obligations that Seller is required to
     perform  or  to  comply  with pursuant to this Agreement at or prior to the
     Closing  shall  have  been duly performed and complied with in all material
     respects.

          c.  Any  consents  required  to  sell assign and transfer the Business
     Operations,  Business  Assets  and  the  Property  to Buyer shall have been
     obtained  and  shall  be  in  full  force  and  effect.

          d.  Seller  shall  have caused the following documents to be delivered
     (or  tendered  subject  only  to  Closing)  to  Buyer:

               i.  A  copy  of each of the Seller's articles of organization and
          all  amendments  thereto.

               ii.  Certificates  or  other  documents  dated  as  of a date not
          earlier  than the thirty business days prior to the Closing confirming
          the  good  standing of Marshall Distributing, LLC in the State of Utah
          and  EMS  Business  Development,  Inc.,  in  the  State of California.

               iii.  An  Assignment and Bill of Sale in the form attached hereto
          as  Exhibit  "I".

               iv.  a  termination  of the Lease executed by both Seller and the
          Property  Owner.

               v.  Escrow  Holder's commitment to issue Title insurance insuring
          that  fee title to the Property is held by Buyer free and clear of all
          easements,  liens, encumbrances, covenants and/or restrictions, except
          the  Permitted  Exceptions.

     7.     Conditions  Precedent  to  Seller's  Obligation  to Close.  Seller's
            ---------------------------------------------------------
obligations  to  sell  the Business Operations, Business Assets and the Property
and to take the other actions to be taken by Seller on or before the Closing are
subject  to  the  satisfaction  or  waiver  by  Seller  of each of the following
conditions  on  or  before  the  Close  of  Escrow:

          a.  Each  of  Buyer's representations and warranties in this Agreement
     shall  have  been  accurate in all material respects as of the date of this
     Agreement, and shall be accurate in all material respects as of the time of
     the  Closing  as  if  then  made.

          b.  Each  of  the  covenants and obligations that Buyer is required to
     perform  or  to  comply  with pursuant to this Agreement at or prior to the
     Closing  shall  have  been  performed  and  complied  with  in all material
     respects.

          c.  Buyer  shall  cause  each  of  the  following documents to be duly
     executed  and  delivered  to  Seller  on  or  before  the  Close of Escrow:

               i.  Operations  &  Assets  Note;


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               ii.  Security  Agreement;

               iii.  Financing  Statement;

               iv.  Property  Note;

               v.  Property  Deed  of  Trust;  and

               vi.  Liability  Undertaking.

          d.  Buyer  shall have deposited the CBAY Shares with Escrow Holder and
     the  duly  executed irrevocable escrow instruction as provided in paragraph
     3e  above.

     8.     Termination.  Buyer  acknowledges  that  each  of  Buyer's
            -----------
representations,  warranties  and  covenants  set forth in paragraph 5 above are
material to the Seller entering into this Agreement.  Buyer and Seller expressly
agree  that the Seller shall have the absolute right to terminate this Agreement
at  any  time  should  the  Seller in the Seller's sole and absolute discretion,
determine  that  the  Buyer  is  in  default  of  or  has  breached  any  of the
representations, warranties and/or covenants set forth in Paragraph 5 above.  In
the  event  the  Seller  elects  to terminate this Agreement as provided in this
paragraph  8:

          a.  Seller  shall  give  written  notice  to  Buyer of its election to
     terminate  and  except  as  otherwise  provided  in  this  paragraph  8 the
     Agreement  will  terminate  and  be  of  no  further  force  or  effect.

          b.  Escrow  Holder  shall liquidate sufficient CBAY Shares held in the
     escrow  account and shall pay to the Seller (on behalf of Buyer) the sum of
     $200,000.00  in  consideration  for  the  Seller  having  entered into this
     Agreement  and  having  removed  the  business  from  the  market  place.

          c. The Business Operations shall be immediately turned over to Seller.

          d.  All  Business  Assets  as  well  as any additional Business Assets
     acquired as a result of the Business Operations conducted after the Closing
     shall  thereupon  be  deemed  assigned to the Seller and possession thereof
     shall  immediately  be  returned  to  Seller.

          e.  Possession  and  title  to  the  Property  shall  immediately  be
     reconveyed  to the Property Owner. Title to the Property, shall be free and
     clear  of all matters of record, save and except those matters of record at
     the  Closing.

          f.  If  termination  occurs  pursuant to this paragraph 8, the parties
     will cooperate to return the Business Operations and Business Assets to the
     Seller  and  the  Property  to  Property  Owner.

     9.     Indemnity  Agreement.  Other than the Seller's liabilities expressly
            --------------------
assumed  by  Buyer  as  provided  herein,  Seller shall indemnify and hold Buyer
harmless  from any and all liabilities, obligations and claims arising out of or
relating  to:  a)  the  Business Operations conducted by the Seller prior to the
Closing;  or  b)  the  ownership  or  operation  of  the  Business


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Assets  by  Seller  prior  to the Closing; or c) the use and/or ownership of the
Property  by  the  Seller  and/or  Property  Owner  prior  to  the  Closing.

     10.     Buyer's Indemnity Agreement.  Other than the Seller's obligation to
             ---------------------------
discharge the Janssen's Debt and the Property Note and Property Deed of Trust as
provided  in  paragraph  3d  above,  Buyer  shall  indemnify and hold Seller and
Property  Owner  harmless  from  any and all liabilities, obligations and claims
arising out of or relating to: a) the Business Operations conducted by the Buyer
after  the  Closing;  or b) the ownership or operation of the Business Assets by
Buyer  after  the Closing; or c) the use and/or ownership of the Property by the
Buyer  after  the  Closing.

     11.     Compliance  With  Bulk  Sales Law.  Buyer and Seller each waive the
             ---------------------------------
requirement,  if  any, to publish, record or otherwise prove any notices of this
transaction  to  Seller's  creditors  or  other third parties.  The parties have
agreed that since the balance of the Purchase Price is payable at the end of the
Holding  Period  that any such notice need not be given as part of this purchase
and  sale.

     12.     As  Is  Condition.
             -----------------

          a.  Buyer  hereby  acknowledges  and  agrees  that  except and only as
     expressly  set  forth in this Agreement, neither Seller, Property Owner nor
     anyone  acting  for  or  on behalf of Seller or Property Owner has made any
     representations,  warranties or promises whatsoever to Buyer concerning (i)
     The  Business  Operations,  Business Assets and/or the Property or any part
     thereof  (including,  without  limitation,  the  presence or absence of any
     Hazardous  Materials  as  defined  by  any  environmental  statutes  or
     regulations); (ii) the feasibility, desirability or suitability of Business
     Operations,  Business  Assets  and/or  the Property or any part thereof for
     Buyer's  intended use or for any other particular use or purpose; (iii) the
     compliance or non-compliance of Business Operations, Business Assets and/or
     the  Property  or  any  part  thereof  with  any  applicable laws, rules or
     regulations, including, without limitation, licenses, use permits, building
     codes,  fire  and  safety  codes;  (iv) the accuracy or completeness of any
     business  records,  returns  or  reports  provided  by  Seller  to  Buyer.

          b.  Buyer  further acknowledges and agrees that (i) except and only as
     expressly  set  forth  in  this  Agreement,  it  has  not  relied  on  any
     representations,  warranties  or covenants of either Seller, Property Owner
     or  anyone acting for or on behalf of Seller or Property Owner; (ii) all of
     the  matters  set  forth  in  12a  above,  or otherwise concerning Business
     Operations,  Business  Assets  and/or  the Property have been independently
     reviewed  and verified by Buyer to its full satisfaction; (iii) Buyer shall
     purchase the Business Operations, Business Assets and Property based on its
     own  independent  inspection  and examination thereof; and (iv) Buyer shall
     purchase the Business Operations, Business Assets and the Property in their
     "AS-IS"  condition  as  they  exist  on  the  Close  of  Escrow.

     13.     Time  and  Place  of Closing.  The sale and purchase shall close on
             ----------------------------
June  30,  2006 at 5:00 p.m. at 3085 West 1100 South, Salt Lake City Utah, 84104
(the  "Closing"  and/or  the  "Close  of  Escrow").

     14.     General  Provisions.  The  General  Provisions  are  as  follows:
             -------------------


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<PAGE>
          a.  Except as otherwise provided in this Agreement, each party to this
     Agreement will bear its respective fees and expenses incurred in connection
     with  the  preparation,  negotiation,  execution  and  performance  of this
     Agreement  and  the  transactions  contemplated  herein.

          b.  Any  public  announcement, press release or similar publicity with
     respect  to  this Agreement or the transactions contemplated herein will be
     issued,  if  at  all,  at such time and in such manner as Buyer determines.

          c. All notices, consents, waivers and other communications required or
     permitted  by  this Agreement shall be in writing and shall be deemed given
     to  a  party  when  (i)  delivered to the appropriate address by hand or by
     nationally  recognized overnight courier service (costs prepaid); (ii) sent
     by facsimile or email with confirmation of transmission by the transmitting
     equipment; or (iii) received or rejected by addressee, if sent by certified
     mail,  return  receipt  requested, in each case to the following addresses,
     facsimile  numbers  or  email  addresses and marked to the attention of the
     person  (by  name  or  title)  designated  below (or to such other address,
     facsimile  number,  email  address  or  person  as a party may designate by
     notice  to  the  other  parties):

     SELLER:                       Marshall Distributing, LLC
                                   Marshall Distributing, LLC
                                   Attention: Jamie Plante
                                   3085 West 1100 South
                                   Salt Lake City, UT 84104
                                   Phone No:
                                            --------------------------
                                   Fax No:
                                          ----------------------------
                                   Email Address:
                                                 ---------------------

     AND                           EMS Business Development, Inc.
                                   Attention: Kathleen L. Janssen
                                   2771 E. French Camp Road
                                   Manteca, CA 95336
                                   Phone No: (209) 982-5691
                                   Fax No: (209) 982-1443
                                   Email Address: KLJ@Lagorio.com
                                                  ---------------

     BUYER                         Gateway Distributors, Ltd.
                                   Attention:
                                            --------------------------

                                   -----------------------------------
                                   Phone No:
                                            --------------------------
                                   Fax No:
                                          ----------------------------
                                   Email Address:
                                                 ---------------------

          d. Notwithstanding the fact that the Business Operations are primarily
     conducted  in  Utah,  the Buyer and Seller hereby agree that any proceeding
     arising  out  of  or  relating  to  this  Agreement  or  any  transaction
     contemplated  herein  shall be brought in the courts of the State of Nevada
     and  each  of the parties irrevocable submits to the exclusive jurisdiction
     of  such  court  in any such proceeding, waives any objection it may now or
     hereafter  have to venue or to convenience of forum, agrees that all claims
     in


                                        9
<PAGE>
     respect  to  the  proceeding  shall  be  heard  and  determined only in any
     such  court  and  agrees  not  to  bring  any  proceeding arising out of or
     relating  to  this  Agreement or any transaction contemplated herein in any
     other  court. The parties further agree that with the sole exception of the
     injunctive relief contemplated in paragraph e below; the enforcement of any
     security  interest  granted  to  Seller  pursuant  to this Agreement; or an
     action for Possession of the Property, 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 located
     in  the  State  of  Nevada  for  this  purpose.

          e.  Buyer acknowledges and agrees that Seller and Property Owner would
     be  irreparably  damaged if any of the provisions of this Agreement are not
     performed  in  accordance  with their specific terms and that any breach of
     this Agreement by Buyer could not be adequately compensated in all cases by
     monetary  damages  alone.  Accordingly,  in  addition to any other right or
     remedy  to  which  Seller  and Property Owner may be entitled, at law or in
     equity,  each  of  them, Seller and/or Property Owner, shall be entitled to
     enforce  any  provisions  of  this  Agreement  by  a  decree  of  specific
     performance  and  to temporary, preliminary and permanent injunctive relief
     to prevent breaches or threatened breaches of any of the provisions of this
     Agreement.

          f.  The  rights  and  remedies  of  the  parties to this Agreement are
     cumulative  and  not  alternative.

          g.  This Agreement supersedes all prior agreements, whether written or
     oral, between the parties with respect to its subject matter (including any
     letter  of  intent  and  any  confidentiality  agreement  between Buyer and
     Seller)  and  constitutes  (along  with  the  Exhibits  and other documents
     delivered pursuant to this Agreement) a complete and exclusive statement of
     the  terms of the agreement between the parties with respect to its subject
     matter.  This  Agreement  may  not  be  amended, supplemented, or otherwise
     modified  except by a written agreement executed by the party to be charged
     with  the  amendment.

          h.  No  party  may  assign  any  of  its rights or delegate any of its
     obligation  under  this  Agreement without the prior written consent of the
     other  party.  Subject to the preceding sentence, this Agreement will apply
     to,  be  binding  in  all  respect  upon  and  inure  to the benefit of the
     successors  and  permitted  assigns  of  the  parties. Nothing expressed or
     referred  to  in  this Agreement will be construed to give any person other
     than  the parties to this Agreement any legal or equitable right, remedy or
     claim  under  or  with  respect  to this Agreement or any provision of this
     Agreement,  except  such  rights as shall inure to a successor or permitted
     assignee  pursuant  to  this  paragraph.

          i. If any provision of this Agreement is held invalid or unenforceable
     by  any  court  of  competent  jurisdiction,  the  other provisions of this
     Agreement  will  remain  in  full  force  and effect. Any provision of this
     Agreement  held invalid or unenforceable only in part or degree will remain
     in  full  force and effect to the extent not held invalid or unenforceable.


                                       10
<PAGE>
          j.  The  headings  of  Any  Articles,  Sections  or Paragraphs in this
     Agreement  are  provided  for  the convenience only and will not affect its
     construction  or  interpretation.

          k.  This Agreement will be governed by and construed under the laws of
     the State of California without regard to conflicts-of-laws principals that
     would  require  the  application  of  any  other  law.

          l. This Agreement may be executed in one or more counterparts, each of
     which  will  be  deemed to be an original copy of this Agreement and all of
     which,  when  taken together, will be deemed to constitute one and the same
     agreement.  The exchange of copies of this Agreement and of signature pages
     by facsimile transmission shall constitute effective execution and delivery
     of this Agreement as to the parties and may be used in lieu of the original
     Agreement  for  all  purposes.  Signature  of  the  parties  transmitted by
     facsimile shall be deemed to be their original signatures for all purposes.

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

SELLER:                                      BUYER:

Marshall Distributing, L.L.C.                Gateway Distributors, Ltd.
a Utah limited liability company             a Nevada corporation

By:                                          By:
   -------------------------------              -------------------------------


By:                                          By:
   -------------------------------              -------------------------------

EMS Business Development, Inc.
a California corporation

By:
   -------------------------------
   Kathleen L. Janssen, President

By:
   -------------------------------
   Dean Janssen, Secretary



                                       11
<PAGE>
                                  JUNE 30, 2006

                                  BALANCE SHEET

                   ASSETS AND LIABILITIES AS OF JUNE 30, 2006


                                 TO BE ATTACHED
































                                   EXHIBIT "A"


<PAGE>
                                   EMS ASSETS

                                 TO BE SOLD WITH

                              MARSHALL DISTRIBUTING


                                   (ATTACHED)

































                                  EXHIBIT "A-1"


<PAGE>
                            PRELIMINARY TITLE REPORT


                                   (ATTACHED)

































                                   EXHIBIT "B"


<PAGE>
                              LIABILITY UNDERTAKING


                                   (ATTACHED)

































                                   EXHIBIT "C"


<PAGE>
                            OPERATIONS & ASSETS NOTE


                                   (ATTACHED)

































                                   EXHIBIT "D"


<PAGE>
                               SECURITY AGREEMENT


                                   (ATTACHED)

                                   EXHIBIT "E"


<PAGE>
                               FINANCING STATEMENT

                                      UCC-1


                                   (ATTACHED)

































                                   EXHIBIT "F"


<PAGE>
                                  PROPERTY NOTE


                                   (ATTACHED)

































                                   EXHIBIT "G"


<PAGE>
                             PROPERTY DEED OF TRUST


                                   (ATTACHED)

































                                   EXHIBIT "H"


<PAGE>
                                   ASSIGNMENT

                                       AND

                                  BILL OF SALE


                                   (ATTACHED)

































                                   EXHIBIT "I"