BINDING LETTER OF INTENT


                            Dated as of June 19, 2006


                                      Among


                           GATEWAY DISTRIBUTORS, LTD.


                                       And


                           MARSHALL DISTRIBUTING, LLC
                       AND EMS BUSINESS DEVELOPMENT, INC.


<PAGE>
                            BINDING LETTER OF INTENT
                            ------------------------

     THIS  Binding  Letter of Intent ("Agreement"), dated as of June 19, 2006 is
by and among GATEWAY DISTRIBUTORS, LTD., a Nevada corporation (the "Purchaser"),
                                                                    ---------
and  MARSHALL DISTRIBUTING, LLC, 3085 Directors Row, Salt Lake City, UT 84104, a
Utah Limited Liability Company and  EMS BUSINESS DEVELOPMENT, INC., a California
Corporation  (collectively  the  "Company").
                                  -------

                                 R E C I T A L S
                                 - - - - - - - -

     A.          The parties hereto wish to provide for the terms and conditions
upon which the Purchaser will acquire substantially all of the assets and assume
all  receivables  and  payables.

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

                                A G R E E M E N T
                                - - - - - - - - -

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

                                    ARTICLE 1
                                    ---------

                                PURCHASE AND SALE
                                -----------------

1.1  Assets 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 Company shall sell,
transfer,  convey,  assign and deliver to the Purchaser, and the Purchaser shall
purchase  from  the Company, at the Closing (as hereinafter defined), all of the
Company's  right,  title and interest in and to the assets, properties, goodwill
and  rights  of Marshall Distributing, LLC, 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 Company as well as the
specific assets of EMS Business Development, Inc. to be listed on Exhibit "A" to
be  attached  to  the Final Purchase Agreement (as defined in Section 5.1 below)
(hereinafter  sometimes  collectively  called  the  "Assets"), including without
                                                     ------
limitation  all  items  reflected  on  the  Company's  latest balance sheet (the
"Latest  Balance Sheet") a copy of which is to be attached to the Final Purchase
Agreement as Exhibit "B", with only such dispositions of such items reflected on
the  Latest  Balance  Sheet as shall have occurred in the ordinary course of the
Company's  business  between  the  date  thereof  and  the Closing and which are
permitted  by the terms hereof.  Except as otherwise provided in this Agreement,
the  Assets  shall  be  conveyed  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).  The Assets shall also include the
real  property  and  improvements  commonly  known  as  3085  West  1100


                                        1
<PAGE>
South,  Salt Lake City, Utah APN: 15-09-301-005-0000 (the "Real Property").  The
Real Property is currently owned by Terry Nielsen and leased to the Company.  At
Closing,  title  to the Real Property shall be conveyed to and shall vest in the
Purchaser  (or  Purchaser's  nominee).  Purchaser shall execute an all inclusive
installment  note (the "Note") in the principal sum of $770,000 payable to Terry
Nielsen.  The  Note  shall  be  secured by an all inclusive deed of trust on the
Property  (the  "Deed  of  Trust") which shall be inclusive of and junior to the
existing  note  and  deed  of trust executed by Terry Nielsen and secured by the
Real  Property.  The  Note  shall  accrue  interest  at  the  same  rate  as the
underlying  note;  interest  only payable monthly commencing one month following
the Closing.  The principal and any unpaid interest shall be all due and payable
as  part of the Purchase Price as provided in Section 1.3.2(a) below.  The lease
between  the  Company  and  Terry  Nielsen  will  be  terminated at the Closing.

1.2  Assumptions of Liabilities.  Upon satisfaction of all Closing conditions of
     --------------------------
the  parties  contained  herein  (other  than such conditions as shall have been
waived  in  accordance  with  the  terms  hereof),  the Purchaser, pursuant to a
liabilities  undertaking  in  the  form  to  be  attached  to the Final Purchase
Agreement  as  Exhibit "C" ("Liabilities Undertaking"), shall assume liabilities
                             -----------------------
and  obligations  of  the  Company listed, on Exhibit "C-1" attached thereto but
excluding  those  listed  on  Exhibit  "C-2"  attached  thereto.

1.3  Purchase  Price.  The  purchase  price that the Purchaser shall pay for the
     ---------------
Company's  Assets  shall  be  $6,000,000  (the  "Purchase  Price").

     1.3.1  Payment  of  Debts.  A  portion of the Purchase Price (approximately
            ------------------
$3,786,062)  will  be used to pay the balance owing on the following obligations
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").  A portion of the
Purchase  Price  (approximately  $770,000) will be paid to Terry Nielsen for the
Real  Property  as  provided  in  Section  1.1  above..

     Notwithstanding  the  provisions  of  Section  1.2 and/or Exhibit "C" it is
understood  and  agreed  that the Janssens' Debt will continue to be serviced by
Purchaser  throughout the Holding Period. Any accrued and unpaid interest at the
end  of the Holding Period will be added to the Purchase Price and disbursed and
paid  from  the  escrow  account  as  a  component  of  the  Purchase  Price.

     1.3.2  Security Escrow  Account  and Payment.  The  Purchase  Price will be
            -------------------------------------
fully  secured by: (a) the Assets (together with the assets of Purchasers or its
affiliated  company  which  acquire  Assets  and/or  succeed  to  the  business
operations  of Marshall Distributing, LLC ; and (b) 12 million shares of Cal-Bay
International,  Inc.  preferred  B stock (the "CBAY Shares") owned by Purchaser.
Purchaser will deposit into an escrow account (to be agreed upon by the parties)
the  12  million  CBAY  Shares  which shall be restricted for one year and which
shall  be  retained  in  escrow  as part of the security for the full and timely
payment  of  the  Purchase  Price.  At  the  Closing  Purchase  shall


                                        2
<PAGE>
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").  At  the end of the Holding Period the CBAY Shares shall (to
the extent necessary) be sold by the escrow holder and the proceeds disbursed as
follows:

          a.  First,  to  the Company (for the benefit of the Janssens and Terry
Nielsen)  in the following amounts:  (i) the unpaid balance of the Janssen Debts
to  the  Janssens;  and  (ii)  unpaid  balance  on  the  Note  and Deed of Trust
(approximately  $770,000)  in  favor  of  Terry  Nielsen.

          b.  Second,  One  Million  Dollars  to  the  Janssens.

          c. Third, the remainder of the Purchase Price will be disbursed to the
Company.

     1.3.3  Assurances.  Subject  to  payment of the Purchase Price, the Company
            ----------
shall,  immediately  after payment of the Purchase Price satisfy the outstanding
Janssen  Debt  and the balance owing on the existing underlying note and deed of
trust  encumbering  the  Real  Property.

1.4  Closing.  A closing (the "Closing") will be held on or before June 30, 2006
     -------                   -------
("Closing Date"), provided, however, that if any of the conditions not satisfied
  ------------
or  waived  by  such  date,  then the party to this Agreement which is unable to
satisfy  such  condition  or conditions, despite the best efforts of such party,
shall  be  entitled to postpone the Closing by notice to the other parties until
such  condition  or  conditions  shall have been satisfied (which such notifying
party  will seek to cause to happen at the earliest practicable date) or waived,
but  in no event shall the Closing occur later than the "Termination Date" which
                                                         ----------------
shall  be  July  30,  2006.   The  Closing shall be held at the Company's office
unless  the  parties  otherwise  agree.

1.5  Purchaser's Default.  If within fourteen (14) months following the Closing,
     -------------------
the  Purchase  Price has not been paid in full the Company shall have the right,
in its sole and absolute discretion to terminate the Final Purchase Agreement by
providing  Purchaser and the escrow holder of its election to terminate.  In the
event  the  Company elects to terminate the Final Purchase Agreement as provided
in  this  Section  1.5:  (a)  the  Final Purchase Agreement  will terminate; (b)
escrow  holder shall liquidate sufficient CBAY Shares held in the escrow account
and  shall pay to the Company (on behalf of Purchaser) the sum of $200,000.00 in
consideration  for  the Company having entered into the Final Purchase Agreement
and having removed the business from the market place; (c) all Assets as well as
any  assets of the  Purchaser or affiliated company that  acquires the Assets or
succeeds  to  the  Business  Operations  of the Company (as defined below) shall
thereupon be deemed assigned to the Company; and (d) possession and title to the
Real  Property  shall  be  reconveyed to Terry Nielsen.  Title shall be free and
clear  of  all matters of record, save and except those matters of record at the
Closing.  If  termination  occurs pursuant to this Section 1.5, the parties will
cooperate  to  return  the  Assets,  Real Property and the then current Business
Operations  to  The  Company.  Purchaser  will  be  responsible for all business
expenses  and  will  be


                                        3
<PAGE>
entitled  to  collect,  all revenues attributable to the Business Operations for
the  time  period from the Closing to the date of termination.  The Company will
pay  all  business expenses and retain all revenues attributable to the Business
Operations  for  the  time  period after the termination date.  The parties will
reconcile  their  respective expenses and revenues within ninety (90) days after
the  termination  date.

                                    ARTICLE 2
                                    ---------

                    REPRESENTATIONS AND WARRANTIES OF COMPANY
                    -----------------------------------------

     The  Company hereby represents and warrants to the Purchaser as of the date
hereof  as  follows:

2.1  Corporate Organization.  Marshall Distributing, LLC, is a limited liability
     ----------------------
company  duly organized, validly existing and in good standing under the laws of
the  state  of  Utah,  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.  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. The Company is duly qualified or licensed to do business as a foreign
limited  liability company 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  would  not,  individually  or  in the aggregate, have a
material adverse effect on the Company.  The Company has heretofore delivered to
the  Purchaser  complete  and  correct  copies of its articles or certificate of
organization  and  bylaws,  as  presently  in  effect.  The  Company  has  no
subsidiaries.

2.2  Machinery,  Equipment,  Vehicles  and Personal Property.  Exhibit "B" to be
     -------------------------------------------------------
attached  to  the  Final  Purchase  Agreement  lists  all  machinery, equipment,
vehicles, furniture, fixtures and other personal property owned or leased by the
Company  (the  "Inventory").
                ---------

2.3  Receivables  and  Payables.
     --------------------------

     (a)     Receivables and Payables will be accepted by the Purchaser based on
     the  Latest Balance Sheet to be attached to the Final Purchase Agreement as
     Exhibit  "B"  and  initialed  by  both  parties.

2.4  Intellectual  Property  Rights.  The  Company  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"),  if  any described on Exhibit "B" to be attached to the Final Purchase
------
Agreement.


                                        4
<PAGE>
2.5  Litigation.  To  the  knowledge  of  the  Company,  there  is  no  legal,
     ----------
administrative,  arbitration,  or other proceeding, suit, claim or action of any
nature  or  investigation,  review  or  audit  of  any  kind  (including without
limitation  a  proceeding, suit, claim or action, or an investigation, review or
audit,  involving  any environmental Law or matter), judgment, decree, decision,
injunction,  writ  or  order  pending,  noticed,  scheduled  or  threatened  or
contemplated  by  or against or involving the Company, its assets, properties or
businesses  or  its  members,  officers,  agents or employees (but only in their
capacity  as  such),  whether  at  law  or in equity, before or by any person or
entity  or  authority,  or  which  questions  or challenges the validity of this
Agreement  or  any action taken or to be taken by the parties hereto pursuant to
this  Agreement  or  in  connection  with  the transactions contemplated herein.

2.6  Tax  Matters.
     ------------

     (a)     Tax  Returns.  The  Company  has  duly and timely filed all tax 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  Tax  Matters.  The  Purchaser,  the  Company and the
           -----------------------------
     members 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 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.

     (c)     No  Pending  Claims.  There  are  no  pending  or, to the Company's
             -------------------
     knowledge,  threatened audits, investigations, claims, suits, grievances or
     other  proceedings,  and  there  are no facts that could give rise thereto,
     involving,  directly  or  indirectly,  any  Pension  Plan, Welfare Plan, or
     Compensation  Plan,  or  any  rights  or benefits hereunder, other than the
     ordinary  and  usual  claims  for  benefits  by participants, dependents or
     beneficiaries.

                                    ARTICLE 3
                                    ---------

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

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

3.1.  Corporate  Organization.  The  Purchaser  is a corporation duly organized,
      -----------------------
validly  existing  and  in  good standing under the laws of the State of Nevada.
The  Purchaser  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


                                        5
<PAGE>
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 Purchaser to fulfill its obligations under this Agreement.

3.2.  Authorization.  The  Purchaser  has  full corporate power and authority to
      -------------
enter  into this Agreement and to carry out the transactions contemplated herein
and  therein.  The  Boards  of  Directors of the Purchaser 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 Purchaser enforceable against it
in  accordance  with  its  terms.

3.3  CBAY  Shares.  Purchaser  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.

3.4  Solvency.  Purchaser  and  any  entity  or  person  that  owns  or controls
     --------
Purchaser  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.

3.5  Material  Facts.  Neither  this  Agreement, nor any of the Exhibits hereto,
     ---------------
nor  any  document, certificate, or statement referred to herein or furnished to
the  Company by Purchaser in connection with the transaction contemplated herein
(whether delivered prior to, 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 Purchaser or the transaction
contemplated  hereby.

3.6  Operations  During  Holding  Period.  Purchaser  covenants  and agrees that
     -----------------------------------
during the period from the Closing and continuing through the end of the Holding
Period:

     a.     Purchaser  (or  an  affiliate of Purchaser) shall continue to manage
and  operate  the  Company's  business operations (the "Business Operations") in
accordance  with Company's current practices.  Purchaser shall make no change in
Company's  current  management,  practices  and  policies regarding the Business
Operations  unless  it  receives  the  Company's  prior written consent thereto.

     b.     Purchaser  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 Company shall have no duty or obligation to pay any
salary,  benefits,  or  other compensation to Purchaser's employees for the time
period  following  the  Closing.

     c.     Purchaser shall not sell, mortgage, pledge, hypothecate or otherwise
transfer  or  dispose of all or any part of the Assets, the assets acquired as a
result  of the Business Operations following the Closing or any interest therein
except:  (i)  for


                                        6
<PAGE>
inventory  in  the  ordinary  course  of the Business Operations: or (ii) if the
Company  consents  thereto  in  writing.

     d.     Purchaser  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 Company except that the consent of Company shall not be
necessary  for  new  contracts  which are entered into in the ordinary course of
business.

     e.     Purchaser  shall  maintain  in  full  force  and  effect,  the  same
insurance  coverages  currently  maintained  by  Company in conjunction with its
business  operations.

     f.     Upon  prior notice and at reasonable times Company shall have access
to  the Real Property and the Assets to inspect same to assure that Purchaser is
complying  with  the  requirements  of  this Agreement.  A monthly review of the
Assets, Real Property and Business Operations by the Company is contemplated and
is  here  by  agreed  to  be  reasonable.

3.7  Purchaser's  Default.  Purchaser  acknowledges  that  each  of  Purchaser's
     --------------------
covenants  set  forth  in  Section 3.6 are material to the Company entering into
this  Agreement  as  well  as  the  Final Purchase Agreement.  Purchaser and the
Company  expressly  agree  that  the  Company  shall  have the absolute right to
terminate  this Agreement and/or the Final Purchase Agreement at any time should
the  Company,  in the Company's sole and absolute discretion, determine that the
Purchaser  or  its  affiliated  company conducting the Business Operations is in
default of has breached any of the covenants set forth in Section 3.6 above.  In
the  event  the  Company  elects  to  terminate  the Final Purchase Agreement as
provided  in  this Section 3.7: (a) the Final Purchase Agreement will terminate;
(b)  escrow  holder  shall  liquidate  sufficient CBAY Shares held in the escrow
account  and  shall  pay  to  the  Company  (on  behalf of Purchaser) the sum of
$200,000.00  in  consideration  for  the  Company  having entered into the Final
Purchase  Agreement  and  having removed the business from the market place; (c)
all  Assets  as  well  as any assets of the Purchaser or affiliated company that
acquires the Assets or succeeds to the Business Operations of the Company  shall
thereupon be deemed assigned to the Company; and (d) possession and title to the
Real  Property  shall  be  reconveyed to Terry Nielsen.  Title shall be free and
clear  of  all matters of record, save and except those matters of record at the
Closing.  If  termination  occurs pursuant to this Section 3.7, the parties will
cooperate  to  return  the  Assets,  Real Property and the then current Business
Operations  to  the  Company.

                                    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),
                 --------        ----------


                                        7
<PAGE>
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.  The Confidentiality section of this agreement shall be in
force  throughout  the  duration  of the pre-closing term and shall be in effect
until  closing.

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 5
                                    ---------

                         TERMINATIONOF LETTER OF INTENT
                         ------------------------------

5.1  Termination.  This  Letter  of  Intent  contains  the  essential  terms and
     -----------
conditions  of  the proposed purchase and sale between the Company and Purchaser
but  is  not  intended to be representative of all the terms and conditions that
will  be  included  in  the  final  purchase  agreement.

     If  a copy of this letter executed by both the Company and the Purchaser is
not  received  by the Company on or before June 23, 2006, the foregoing proposal
and  this  agreement  shall  terminate and be of no further force or effect.  If
this Letter of Intent is executed by the Company and Purchaser on or before June
23,  2006,  the  Purchaser  shall  proceed with an initial draft of the proposed
final  purchase  agreement  (the  "Final


                                        8
<PAGE>
Purchase  Agreement")  which  shall  be presented to the Company within ten (10)
days  from  the  last  signature  to  this  letter.

     The Company and Purchaser each agree to use good faith efforts to negotiate
and execute a Final Purchase Agreement within forty-five (45) days from the date
of  the last signature to this letter.  While such negotiations are ongoing, the
parties'  only  binding obligations are to (i) negotiate with each other in good
faith;  and  (ii)  maintain  the  terms  and conditions of this letter in strict
confidence.  In  the  event  a Final Purchase Agreement has not been executed by
both  the Company and the Purchaser within forty-five (45) days from the date of
the  last  signature hereto, this Agreement shall thereupon automatically cease,
terminate  and  be  of  no  further  force  and  effect.

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.  With the sole exception of the injunctive relief contemplated
     -----------
by  Section  9.11,  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.

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

"PURCHASER"

GATEWAY  DISTRIBUTORS,  LTD.

By:                                     Date:
   ----------------------------              -----------------
       Richard  A. Bailey,
       President / CEO

"COMPANY"

Marshall  Distributing,  LLC

By:                                     Date:
   ----------------------------              -----------------

By:                                     Date:
   ----------------------------              -----------------

EMS  Business  Development,  Inc.
By:                                     Date:
   ----------------------------              -----------------


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