Exhibit 10.1
                                                                    ------------

Mr. Joseph Cunningham
18 Pheasant Lane
North Oaks, MN 55127
April 3, 2006

                                  CONFIDENTIAL

The Board of Directors
Emerging Gamma Corporation
111 Congress Avenue
4th Floor
Austin, TX 78701

Dear Sirs:

This letter  agreement  amends,  restates and  supercedes  for all purposes that
certain letter agreement dated March 7, 2006.

It is my  understanding  from recent  conversations  with Mr. Allen Campbell,  a
member of your esteemed  Board of Directors  that Emerging Gamma wishes to enter
the Asian  Pharmaceutical  marketplace.  I and my associates have considered how
this could be accomplished  and by whom. Below I have delineated my thinking and
provided the mechanics  that will expedite your market entry  strategy.  We have
drawn  on our  many  years  of  operating  in the  Asian  Pharma  and  financial
marketplaces  to outline a proven  strategy that, if properly  executed,  should
result in a high revenue growth model.

First, Organize the new management team who collectively will deliver everything
outlined below.

Second, The new management hereinafter  collectively will be referred to as "New
Management",  will, upon  preparation  and execution of definitive  documents to
implement the plan set forth herein,  devote ourselves  exclusively to Gamma for
five (5) years.

Third. I have selected a New Management team that currently owns the copyrighted
formulas  and  product  forms to 36 product  forms.  These  products  are in the
vitamins and  nutritional  product  category.  The new management team currently
owns 2 formulas and 6 product  forms in the personal  care  category.  These are
fast growing segment in the large and fast growing Greater China  Pharmaceutical
market and will quickly provide a beachhead for Emerging Gamma in this important
market.

Fourth,  The  New  Management  team  knows  key  personnel  capable  of  quickly
commercializing these products and managing the sales cycle. In addition we know




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<PAGE>


capable people in new product development and product in-licensing.  We can also
provide a corporate  staff to manage all  day-to-day  operations  and  corporate
development.

Fifth,  With Emerging Gamma's public company profile we are confident of raising
the needed funds to enable the company to be successful.

Therefore  I would  like the  Board of  Directors  of  Emerging  Gamma to kindly
consider the following proposal:

1.   Injection of Intellectual Property. The New Management team will as part of
     the preparation and execution of definitive documents to implement the plan
     set forth herein  execute a Technology  Transfer  Agreement  ("Agreement"),
     transferring  to  Emerging  Gamma all  right,  title and  ownership  of all
     material  Intellectual  Property  regarding the new products as well as one
     product  that  one of us is  currently  selling  in  China  (IceDROPS  Hand
     Sanitizer).  The Intellectual Property shall include, all Product Forms and
     Formulas, all Trademarks, Copyrights, Trade Secrets and Know How related to
     these  products.  The  Agreement  will provide a covenant of clear and free
     title  to any  property  transferred  by them to  Emerging  Gamma.  The new
     products  and  new  management  will   substantially   change  the  current
     characteristic  of Emerging  Gamma's  business  profile - which to date has
     been static.  The  intellectual  property is  currently  valued at over $20
     million.

2.   Personal   Commitments.   Emerging  Gamma  will  offer  to  New  Management
     Employment and Non-compete Contracts,  to be mutually agreed upon, pursuant
     to which New Management will commit to work  exclusively for Emerging Gamma
     for five (5) years.

3.   Capable  Personnel  and Know how.  We are aware of  certain  people who are
     recognized  experts  in this area and are  currently  seeking  the  "right"
     opportunity  to join a winning  team in this market  space.  We are certain
     that they can be reasonably convinced to join Emerging Gamma.

4.   Compensation  and  Control.  For  such an  undertaking,  as  proposed,  New
     Management  would  seek  to own 90% of all  outstanding  common  shares  in
     Emerging Gamma. In order to accomplish this, Emerging Gamma would issue new
     common equity shares to the New  Management  team. The number of new shares
     issued would be in aggregate,  476,100  shares of Emerging  Gamma's  common
     equity.  Once they are issued Emerging Gamma will have, in total,  529,000,
     fully diluted,  shares of common equity outstanding.  Once complete the New
     Management will own  approximately  90% of all  outstanding  shares and the
     current shareholders approximately 10%. Emerging Gamma's Board of Directors
     shall  resign  and a new  Board  of  Directors  shall be put  forward.  New
     Management's  employment  contracts will come into effect immediately.  The
     Agreement  for the  transfer  of  intellectual  property  shall not provide
     consideration to the transferors  beyond the shares being issued therefore,
     and  management  salaries shall not exceed what is reasonable for a company
     in transition with significant financial requirements to fund growth.



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<PAGE>

5.   Exercise of Options. Following procedures set by counsel to Emerging Gamma,
     coincident with the closing,  Emerging Gamma will facilitate the equivalent
     of a cashless exercise of the options presently outstanding,  such that the
     net effect will be that the number of common  shares will be  increased  by
     the number of shares subject to option,  and the corporation  will not have
     any net inflow or outflow of cash.

6.   Budgeting.

     1.   Emerging  Gamma's legal fees for the  undertaking  as outlined are not
          expected to exceed $25,000.  Legal work will likely  comprise  general
          legal  services  and US  Securities  and Exchange  Commission  ("SEC")
          filings and  compliance.  New  Management  will prepare  drafts of all
          documents and related SEC filings.

     2.   At the closing,  Emerging Gamma will pay a success fee to Mr. Campbell
          in the amount of $35,000 cash and 10,000 shares of post 19 for 1 split
          common  stock.  (These  shares are not included in the 52,900  current
          Emerging Gamma shares shown in Exhibit 2).

     3.   Other  out-of-pocket  expenses will be  reimbursed  on a  case-by-case
          basis, as requested, as supported by documentation.

7.   Capital Raising Plan. Our Plan is as follows:

     1.   New Management will seek initial investment of up to $3 million during
          the initial  investment  round.  New  Management  will begin to source
          private  capital in the US, Europe and Asia.  New  Management has held
          preliminary  discussion with  investment  banks in the US to represent
          New Management in this or a like endeavor,  to their investor base and
          to support  the equity  trading  profile,  once  Emerging  Gamma's new
          structure  is in place.  There  can be no  assurance  of a  successful
          capital  raise  but new  management  believes  that we have  taken the
          necessary steps to be successful in the fund raising process.

     2.   Money received in the round(s) will purchase newly issued shares.  The
          newly issued  shares will be  registered  with the US  Securities  and
          Exchange  Commission.  New management  will seek the follow-on  Direct
          investment.  If New Management is unable to secure the first round, as
          a single event then we may still  access the market,  with smaller and
          more frequent investment rounds.

8.   Announcements.  All press releases and other announcements  relating to the
     new business focus will be subject to prior approval by New Management.

9.   Consulting,  Board of Advisor and Financial  Arrangements.  New  Management
     will offer to Mr. Allen Campbell and Mr. Jerry Jarrell a compensation bonus
     of 10,000  shares of post 19 for 1 split common stock (these shares are not




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<PAGE>

     included in the 52,900  current  Emerging  Gamma shares shown in Exhibit 2)
     each for work previously undertaken, and New Management will offer each Mr.
     Campbell  and  Mr.  Jarrell  separately  an  opportunity  to  serve  on the
     Company's  Board of  Advisors.  Typically  the role of Advisor will provide
     some amount of monthly or quarterly  stipend and a certain number of common
     shares.

10.  Commitment Fee. Upon the execution of this Letter,  New Management will pay
     to Emerging Gamma a non-refundable commitment fee of $5,000, which Emerging
     Gamma may use in its own  discretion.  Emerging  Gamma  intends to pay said
     amount to Mr. Campbell for due diligence and contracting  services provided
     by him in this matter.

11.  Consequences  of  Non-Funding.  If New  Management  does not raise at least
     $3,000,000 in funding for the company within 8 months of the closing, then,
     if Mr.  Campbell or any other person duly acting as the  representative  of
     Gamma's  current   shareholders,   so  requests,   the  Agreement  will  be
     terminated, the Employment Agreements shall be terminated without severance
     pay, and New Management will return to Emerging Gamma the shares that shall
     have been issued to New  Management  and Emerging  Gamma will return to New
     Management all intellectual property transferred pursuant to the Agreement.

12.  Indicative  Timing.  Based upon this  Letter  and the terms and  conditions
     discussed  herein,  we would  expect to be able to  achieve  the  following
     timetable.

          |_|  On or before 3 April 2006 it is  anticipated  that new management
               and Emerging Gamma will agree to the general terms as outlined.

          |_|  The documents will be executed by April 7, 2006.

          |_|  In April, we will begin with low intensity  investor  relations /
               public relations campaigns.

          |_|  Mid  to  late  May  2006,  it is  anticipated  that,  based  on a
               successful  funding  operation,  new management  will have raised
               investment   of  US$  3  million  in  the  US  capital   markets.
               Additionally,   new   management   may  choose  to  seek  banking
               facilities  to leverage  accounts  receivables  and to initiate a
               revolving line of credit.  New  management  will begin trading on
               the OTC market.

          |_|  Late May to June, New  Management  will seek to place the initial
               orders for  finished  product  supply  and begin to  execute  its
               business plan.

Please  sign and date  this  Letter  no later  than 3 April  2006,  in the space
provided below to confirm our mutual  understandings and agreements as set forth
in this  Letter  and  return a sign copy to the  undersigned.  By  signing  this
Letter,  you are  representing  that you have the authority to  consummate  this
transaction.




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<PAGE>

This is a binding statement of our intentions, subject to and conditional on (i)
Emerging Gamma's  satisfactory  completion of due diligence and (ii) preparation
and execution of definitive documents to implement the plan set forth herein. If
this letter is acceptable, please sign a return a copy.

                                             Very truly yours,

                                             For and on Behalf of New Management


                                             ___________________________________

                                             Date: April 3, 2006
 Accepted and agreed:

Emerging Gamma Corporation


By:____________________________
Allen F. Campbell, President
Date:  April 3, 2006


















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<PAGE>
<TABLE>
<CAPTION>

EXHIBIT 1

Indicative Timetable

-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
                      Wk1-2   Wk3-4    Wk5     Wk6     Wk7    Wk8    Month 3   Month 4   Month 5   Month 6   Month 7
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
<S>                  <C>     <C>     <C>     <C>     <C>    <C>     <C>       <C>       <C>       <C>       <C>
Sign LOI for            X
Combination company
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Due Diligence           X       X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Market to PE            X       X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Draft Agreements        X       X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Execute Control                 X
Doc's Combine
companies
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Close 1st round                                                X
Investment
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Close PIPE                                                              X
investment round
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Begin trading on                                X
OTC
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Investor Relations                                                      X
Program
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
File with SEC                                   X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Print PPM                                                      X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Market $ Close on                                                                           X
PIPE Investment
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
File Registration                                                                                     X
Statement
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
File with AMEX                                                                                        X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Road Show to                                                            X
Investors
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
Reg. Statement
Approved                                                                                                        X
-------------------- ------- ------- ------- ------- ------ ------- --------- --------- --------- --------- ---------
</TABLE>













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<PAGE>

EXHIBIT 2

Indicative Future Capital Structure, Dilution Table

The following table represents New Management's  expectation of Emerging Gamma's
capital  structure  and  investor  dilution  during the first 12 to 18 months of
operations  under the new management  team.  The analysis  undertaken is static,
made without market  expectations.  The following  table is  indicative,  and no
guarantees  are made in any regard.  Anticipated  corporate  actions will likely
include the following:  Share  issuance,  share split and follow-on  investment.

Effect of Hiring New Management on Emerging Gamma Capitalization
(Indicative)

Based on 10 million Shares
--------------------------------------------------------------------------------
                                                            Valuation
                                                            20,000,000
Current EG                      52,900     90%     90%

New Management                  475,542     10%     10%
EG                               52,900    100%    100%     37.85   Per share
Total                           528,442

# Shares issued by EG           475,542
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Share Split                                             Valuation
                                                        20,000,000
Post Merger outstanding         528,442
Desired + or -               10,000,000
Reverse split differential    9,471,558
Factor (X)                           18
Total calculation             9,511,956                      2.10   per share
--------------------------------------------------------------------------------

Each one share  outstanding  at time of post merger  reverse  split  receives 18
additional shares
**Does not include shares for Investor relations - estimated 500,000

--------------------------------------------------------------------------------
Initial Investment                  $            Shares      Valutation
Shares outstanding (pre)                        9,511,956    23,000,000
Cash raised @$2.00              3,000,000
Shares issued @$2.00                            1,500,000
Total outstanding                              11,011,956    2.09   per share
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1st Public Round Investment         $            Shares      Valutation
Shares outstanding (pre)                       11,011,956    26,000,000
Cash raised @$2.25              3,000,000
Shares issued @$2.25                            1,333,333
Total outstanding                              12,345,289    2.11   per share
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Revenue Projections             Year-1           Year-2
Revenue                        31,662,835      91,287,432
Net income                      1,560,237      19,666,572
EPS                                  0.13            1.59 assumes no new share
                                                          issuance (unlikely)

Valuation @ PE 15x                   1.90           23.90
Valuation @ PE 20x                   2.53           31.86
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Dilution Table   Post Merger      %   Initial Round      %     1st round #     %
New Management     8,560,760    90%       8,560,760    78%     8,560,760     69%
Old Management       951,196    10%         951,196     9%       951,196      8%
Investors                                 1,500,000    14%     2,833,333     23%
        Total      9,511,956   100%      11,011,956   100%    12,345,289    100%
--------------------------------------------------------------------------------



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<PAGE>

EXHIBIT 3


Indicative Use of Proceeds

The following is a table on New  Management's  anticipated Use of Proceeds based
on a scenario that may include an aggregate raise of US$ 6 million.

US$                                   1st Round    2nd Round
                                     -----------------------
                                     $3,000,000   $3,000,000
                                     -----------------------
                         Corporate      250,000      250,000
                    administration
                         Inventory      750,000      875,000
             Marketing & promotion    1,750,000    1,750,000
                     Fees  / legal      250,000      125,000
                         Sub-Total   $3,000,000   $3,000,000
                      Total Raised         $6,000,000
                                     -----------------------













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