ASSET PURCHASE AGREEMENT

                          Dated as of December 9, 1999

                                      Among

                           Gateway Distributors, Ltd.

                            Sulin International, Inc.

                                       and

                    Shareholders of Sulin International, Inc.




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                            ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT ("Agreement"), dated as of December 9, 1999, is by
and among Gateway  Distributors,  Ltd., a Nevada  corporation (the "Purchaser"),
SuLin  International,  Inc.,  a  Nevada  corporation  (the  "Company"),  and the
shareholders  of the  Company  listed on the  signature  page of this  Agreement
(individually, a "Shareholder" and, collectively, the "Shareholders").

                                 R E C I T A L S

A.   The  Shareholders  own all of the issued and outstanding  shares of capital
     stock of the Company,  which is in the business of the network marketing of
     nutritional, health and dietary supplements and products (the "Business").

B.   The parties hereto wish to provide for the term and  conditions  upon which
     the Purchaser will acquire  substantially  all of the assets and assume all
     receivables  and  payables  listed  on the  attached  Balance  sheet  dated
     December 9, 1999.

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 S
                                - - - - - - - - -

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 OF ASSETS
                           ---------------------------

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 the Company, 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  (hereinafter  sometimes  collectively  called the  "Assets"),
     including  without  limitation:  (i) the  right  to use the  names  and all
     variations thereof of the company and its products.  The assets referred to
     in the form of Bill of Sale listed on Exhibit 1.1(b) hereto;  and (iii) the
     assets reflected on the Latest Balance Sheet (as hereinafter defined), with
     only such dispositions of such assets 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

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     Closing and which are permitted by the terms hereof, and excluding only (x)
     the minute books,  corporate  seal and stock records of the Company and (y)
     the assets  specifically  described  on  Exhibit  1.1(c)  hereto.  All real
     property  assets and fixtures  included  among the Assets 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),  except as described on Exhibit 1.1(d)  hereto.  All machinery,
     equipment,   vehicles  and  other  personal  property,   including  without
     limitation inventories,  accounts and notes receivable,  trade notes, trade
     accounts and Intellectual Property Rights (as hereinafter  defined),  shall
     be  conveyed  free and  clear of any  mortgage,  pledge,  lien or  security
     interest  of any  kind or  nature  (whether  or not of  record)  except  as
     described on Exhibit 1.1(d)  hereto.  Any and all loan amounts due to stock
     holders shall remain with the company.

1.2  Assumptions of Certain  Liabilities.  Upon satisfaction o 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
     Purchaser,  pursuant to a Liabilities  Undertaking  in the form of attached
     Balance  Sheet  hereto  ("Liabilities  Undertaking"),  shall  assume  those
     certain liabilities and obligations of the Company listed. The Purchaser is
     not assuming, and will not be obligated or liable for, any liability of the
     Company not listed on Exhibit  1.2(b).  The Purchaser will be  indemnified,
     pursuant  to Section  8.4,  from and  against  any claims in respect of any
     debts,  obligations or liabilities of the Company of any nature  whatsoever
     other than the Assumed Liabilities. 1.3 Purchase Price. The Purchaser shall
     pay for the Company

     Assets the following consideration (the "Purchase Price"):

1.3.1Inventory  Stream.  The Purchaser  shall make cash payment (the  "Inventory
     Stream"),  calculated  and payable as follows:  (a) Commencing on the tenth
     day of the first full  calendar  month  following  the Closing,  and on the
     tenth day of each month thereafter,  the Purchaser shall pay to the Company
     cash in an amount equal to 100 % of the original cost to the Company of the
     portion of the  Inventory  (as defined in Section 2.12) which the Purchaser
     sold in the preceding  month  providing the inventory was paid for prior to
     the purchase.  These payments shall terminate after Purchaser's sale of the
     entire  Inventory.  In  addition,  amounts  unsold after 1.5 years from the
     purchase date,  shall become  inventory of the company and amounts will not
     be  determined  for said products to the  purchaser.  In the event that the
     Purchaser  does  not  live  up to  this  agreement  (1.3.3),  and  pay  the
     outstanding  obligation to the company by September 30,2000,  the purchaser
     will issue another 150,000 shares of Common 144 stock.

1.3.2Common Stock.  The  Purchaser  shall issue to the Company two hundred fifty
     thousand  (250,000)  shares  of 144  Common  Stock  (the  "Shares")  of the
     Purchaser. These will be restricted stock.


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1.5  Closing and Post Closing Adjustments.  The determination of the cost of the
     Inventory  on the date of Closing  shall be  accomplished  at and after the
     Closing in the following manner: (a) The Purchaser shall promptly prepare a
     schedule of the Company's cost of the Inventory (the "Inventory  Schedule")
     within  thirty (30) days of the date of Closing.  Purchaser  shall  deliver
     copies  thereof to the  Company and each  Shareholder.  The Company and the
     Shareholders  and their  respective  representatives,  agents and  advisors
     shall have full and complete  access to the  Company's  former  offices and
     premises  and to the work  papers  and other  records  for the  purpose  of
     observing  all  aspects of the  Purchaser's  preparation  of the  Inventory
     Schedule.

          (b) The Company and the Shareholders shall have five (5) business days
          after  receipt of the  Inventory  Schedule  (the  "Review  Period") to
          review and  verify  the  Inventory  Schedule.  If no party  objects in
          writing to the Inventory  Schedule within the Review Period,  then the
          Inventory Schedule shall be final and binding on all parties,  and the
          Purchaser  shall  calculate  the  Inventory  Stream  amounts using the
          Inventory Schedule in accordance with Section 1.3.1. If any party does
          so object within the Review Period then the parties shall meet as soon
          as  practicable  to  attempt  to  resolve  any such  objection  of the
          Company. If the parties agree in writing on a final Inventory Schedule
          within two (2) days after the  expiration of the Review  Period,  then
          Purchaser  shall  calculate  the Inventory  Stream  amounts using that
          final  Inventory  Schedule in accordance  with Section 1.3.1 and shall
          pay  to the  Company  the  difference,  if  any,  resulting  from  any
          adjustments made to the Inventory Schedule.

Purchaser Obligations

1.   Inventory  will be taken over by  Gateway  and you will be paid the cost of
     the  product  on a  monthly  basis  until  the  entire  inventory  is sold.
     Inventory still on the payables and not paid will be taken over by Gateway,
     however no money paid out.

2.   All  receivables  and  payables  will be  taken  over by  Gateway  with the
     exception of loans to stock holders.

3.   All  information  related  to  discussions  regarding  the sal will  remain
     confidential  between  both  parties  unless  agreed to by both  parties in
     writing.

4.   Rick Bailey and you will facilitate announcement of the sale.

5.   Transition between the companies will be by agreement of both parties.

6.   Products of SuLin will remain in our product line unless both parties agree
     to make changes

7.   250,000  shares  of  Gateway  Distributor  144 stock  will be  issued  upon
     completion of the sale.


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This Agreement upon signing will be final and binding.

                                    GATEWAY DISTRIBUTORS, LTD.

                                         /s/  Richard A. Bailey
                                    By:_________________________________________
                                         Richard A. Bailey, President and
                                         Chief Executive Officer


                                    SULIN INTERNATIONAL, INC.

                                        /s/ Steve Smith
                                    By: ________________________________________
                                           Steve Smith
                                           President


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STATE OF                                 )
         --------------------------------
                                         )  ss.
COUNTY OF                                )
          -------------------------------

     Richard  A.  Bailey,  President  and Chief  Executive  Officer  of  Gateway
Distributors,  Ltd. acknowledged the foregoing instrument before me this 9th day
of December 1999, a Nevada corporation, on behalf of the corporation.


Notary Public

STATE OF                                         )
         ----------------------------------------
                                                 )  ss.
COUNTY OF                                        )
          ---------------------------------------

     Steve  Smith,   President  of  SuLin   International,   Inc.,  and  a  Utah
corporation,  on behalf of the corporation acknowledged the foregoing instrument
before me this  day of December 9, 1999.


Notary Public


















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