INTELLECTUAL PROPERTY AGREEMENT

                           Dated as of October 1, 2006
                                      Among

               LE' ELEGANT BATH, INC. - DBA, AMERICAN BATH FACTORY

                                       And

     GATEWAY  VENTURE  HOLDINGS  LTD  AND  ITS  WHOLLY OWNED SUBSIDIARY MARSHALL
     CORPORATE  ADMINISTRATION  INC.


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THIS  AGREEMENT  entered  into  as  of  the  first  day  of October 2006 between
Marshall Corporate Administration, a corporation organized under the laws of the
State  of  Nevada  and  having  its principal office at 2555 East Washburn Road,
North  Las  Vegas,  NV 89081 (hereinafter "Company"), and Le' Elegant Bath, with
its  principal  office  located at 13395 Estelle Street, Corona, CA (hereinafter
"LEB").

WITNESSETH,  THAT

WHEREAS,  Company  has  existing  Intellectual  Property  (defined  under  this
Agreement  as  any invention, discoveries, patent rights, copyright, trademarks,
trade  secrets  and/or other confidential know-how) owned solely by Company that
was  created  under  an  existing  Company project and Company desires continued
research  activity  on  such  project  for  the purpose of further refining such
Intellectual  Property,  and

WHEREAS,  LEB has products and services that would be greatly enhanced utilizing
the  technologies  and  platform developed by the company and desires to utilize
them  in malls, retail outlets and other venues for its and other product lines.

WHEREAS,  Company  and  LEB  desire  to collaborate on specific Company projects
using  such  technologies  and  platforms  to  work  with Company's Intellectual
Property  under  the  Marshall  &  LEB  Intellectual  Property  agreement.

NOW,  THEREFORE,  LEB and Company do hereby mutually agree to participate in the
support  program  known  as  "BUBBA"  (hereinafter  "Program"), such Programs to
continue  for  a  term to be coincident with the projected roll-out schedule and
technology  enhancement  requirements.

1.  PROGRAM  PARAMETERS

1.1 Company will present a defined project plan to LEB and LEB will review and
approve each project on a case-by-case basis (hereinafter "Company Project").

1.2  Company  and  LEB  shall  mutually  agree  on  the selection of the Manager
(hereinafter  "Manager")  to  work  on  the  Company  Project.  In the event the
selected Manager leaves the Program or is unable to continue before the end of a
funded year, LEB will recommend a replacement Manager subject to the approval of
Company.  Such  approval  shall  not  be  unreasonably  withheld.

1.3  On behalf of LEB, the Manager will perform work and support for the Company
Project  defined  in the attached work description to this Agreement, Exhibit A,
under  the  primary  supervision  of  LEB manager for development purposes and a
Company  representative  for  technical  aspects  of  the  project.

1.4  Both  parties  will  make  available to the selected Manager the resources,
equipment  and  facilities necessary or useful to the Manager's approved Company
Project.

1.5  It is anticipated that most of the Manager's work will be conducted at LEB'
premises  during  the calendar year. Company will provide the Manager a suitable
working  environment,  including  appropriate  office  facilities  and  support
services.  The  Manager  while working at Company's premises shall be subject to
Company's  rules,  policies and procedures, except as otherwise provided herein.

2. PROGRAM DIRECTION.

Each  party  shall  designate  one  person  to  be primarily responsible for the
overall  implementation  and  operation  of  the Program. The LEB Representative
shall


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be  the Program Director, who has over-all responsibility for the ProgramLEB has
selected Ryan Leman as its initial Program Director. The Company project must be
approved  by  the  Program  Director  as  being appropriate research intended to
result  in  the  Manager's  published  thesis.  Company's  initial  Program
Representative  is  Troy  Ternes  who  or  the  companies  technical  division.

3.  PROGRAM  COST.

1.1  FEE  FOR  INTELECTUAL  PROPERY

In  support of the Program, LEB agrees to pay to Company a fee of $1,000,000 for
existing  technologies (Invoice # 34135) for the rights to said property and use
thereof for 25 years. A 25% deposit to be paid at signing and the balance in the
2006  calendar  year.

1.2  MODIFICATIONS  AND  COSTS

LEB  due  to  the  nature  of  it's  products  and services will need additional
programming,  development,  software  and  hardware  to  meet  their  specific
requirements,  these projects and fees will be bid on a quote by quote bases and
invoiced  appropriately  as  agreed  by  LEB  and  the  Company.

4.  PROPRIETARY  INFORMATION.

If, in the performance of the Company Project, LEB's Program Director or Manager
has  access  to Company's Proprietary Information, the rights and obligations of
LEB  and Company with respect to such information shall be governed by the terms
set  forth  below:

4.1  PROPRIETARY  INFORMATION.

For  the  purposes  of this Agreement, "Proprietary Information" means Company's
information  disclosed  by  Company pursuant to this Agreement to LEB employees,
staff  or  Manager  (for  purposes  of  this  Article  5,  hereinafter  called
"Recipient")  which  was  identified  in  writing  at  the time of disclosure as
proprietary.  However,  Proprietary  Information  shall  not include information
which:

(a) is publicly available prior to the date of the Agreement or becomes publicly
available  thereafter  through  no  wrongful  act  of  Recipient;

(b)  was  known to Recipient prior to the date of disclosure or becomes known to
Recipient  thereafter  from  a third party having an apparent bona fide right to
disclose  the  information;

(c)  is  independently developed by LEB without knowledge of Company Proprietary
Information;  or

4.2  LIMITATIONS  ON  USE.

LEB  shall  use  Proprietary  Information  received  from Company solely for the
purposes  of  this  Agreement.  When  the  Proprietary  Information is no longer
required for the purpose of this Agreement, LEB shall return it or dispose of it
as  directed  by  Company.

4.3  CARE  OF  PROPRIETARY  INFORMATION.

Company and LEB agree that all Proprietary Information received from Company and
accepted  by  Recipient  in  connection  with  this  Agreement  shall  be  kept
confidential  by  LEB  as  provided  herein  unless  specific written release is
obtained  from  Company,  which  release  will not be unreasonably withheld. LEB
shall  exert  reasonable  efforts  (no  less  than  the protection given its own
confidential  information) to maintain such information in confidence. LEB shall
be  deemed  to  have  discharged  its  obligations  hereunder  provided


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LEB  has  exercised  the  foregoing degree of care and provided further that LEB
shall  immediately,  upon  discovery of any disclosure not authorized hereunder,
notify  Company  and  take reasonable steps to prevent any further disclosure or
unauthorized  use.

LEB'  obligations  of  confidentiality  and  non-use with respect to Proprietary
Information  provided  under  this  Agreement will expire one (1) year after the
expiration  date  of  this  Agreement.

5.  PUBLICATIONS.

5.1  All copyrightable materials, including computer software, first produced or
composed by Manager in performance of a Company Project hereunder shall be owned
solely  by  Company.  Company  hereby  grants  LEB  a  perpetual, non-exclusive,
transferable,  commercial,  royalty-free,  paid up right and license to use such
materials  internally  for  research  and  educational  purposes.

5.2  The  foregoing notwithstanding, the parties hereto expressly recognize that
each  Manager's  white paper which is anticipated to result from Company Project
carried  out under this Agreement will be solely the work product of the Manager
and  that  the white paper will be publishable, including placing a copy in LEB'
libraries.  To  prevent  an  inadvertent  disclosure  of  Company's  Proprietary
Information,  the Manager shall submit a copy of the proposed white paper to the
designated representative of Company for review prior to submission of the white
paper,  which  review  will  be  conducted  promptly. Company may request LEB to
withhold  publication of the white paper for up to thirty (30) days from date of
submission  to  Company,  and  may  request  removal  of  Company's  Proprietary
Information.  Company may request LEB to withhold publication of the white paper
for  an  additional  thirty  (30)  days  from submission to Company in order for
Company  to  file  a  patent  application.

5.3  All  other  publications  by  LEB derived from Manager work under a Company
Project during this Agreement shall be submitted to Company at least thirty (30)
days  prior to publication to provide Company with an opportunity to identify an
inadvertent  release  of  Company's  Proprietary  Information  or  potentially
patentable  subject  matter.

6.  INTELLECTUAL  PROPERTY.

6.1  Title  to  any  improvements  to  or new Intellectual Property (hereinafter
"Company  Project  Intellectual  Property") conceived and reduced to practice in
the  performance  of  Company  Project under this Agreement will, whether or not
patentable,  be  owned  solely by Company. The Manager will assign all rights in
such  Company  Project  Intellectual  Property  to  LEB, and LEB will assign all
rights  to this Company Project Intellectual Property to Company. Company hereby
grants  LEB  a perpetual, non-exclusive, royalty-free, commercial, paid-up right
and  license  to  use  such Company Project Intellectual Property internally for
educational  and  research  purposes.

6.2  Manager  will  promptly  notify LEB Office of Corporate Technology Transfer
(OCTT)  on  having  identified  any  potentially  valuable  Company  Project
Intellectual  Property  made  during  this  Agreement in the performance of this
Agreement  and LEB OCTT shall promptly notify Company. Company agrees to pay all
expenses  of  patent  filing  and  prosecuting  such  applications.


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6.3  LEB  and  Manager  shall  cooperate  with Company in signing all documents,
including  assignments  and  patent  applications,  as  Company  may  reasonably
require.  The  foregoing  notwithstanding,  LEB  shall retain rights in any such
Company  Project  Intellectual  Property  in  accordance with Article 6.1 above.

6.4  In  consideration  of  the  benefits  provided to LEB under this Agreement,
Company  agrees  to  pay the Company a royalty from the income LEB receives from
the  external  commercialization of Company Project Intellectual Property in the
form of proceeds derived from sales, licenses or sublicenses for the life of the
commercial  product,  process  or  service.

7.  USE  OF  NAMES.

Neither party will use the name of the other in any advertising or other form of
publicity  without  the  written  permission  of  the  other.

8.  NOTICES.

Any  notices  required  to be given or which shall be given under this Agreement
shall  be  in  writing  delivered by first class mail addressed to the following
addresses:

Company  Technical  Contact:       Troy  Ternes
Company  Administrative  Contact:  Rick  Bailey
LEB  Technical  Contact:           Ryan  Leman
LEB  Administrative  Contact:      Jim  Wheeler

9.  TERM  AND  TERMINATION.

9.1  The  initial  term  of this Agreement shall coincide with Manager's current
schedule  up  to a period of four (4) years unless sooner terminated as provided
in  this  Article  10.

9.2  If  Company  fails  to meet any of its obligations under this Agreement and
fails  to  remedy  any  such  failure  within  thirty (30) days after receipt of
written  notice thereof, LEB shall have the option of terminating this Agreement
upon  written  notice  thereof.  In  the event LEB fails to meet its obligations
under  this  Agreement  and  fails to remedy any such failure within thirty (30)
days  after  receipt  of written notice thereof, Company will have the option of
terminating  this  Agreement  upon  written  notice  thereof,  and such right to
terminate  shall  be  Company's  sole  remedy  at  law  or  in  equity.

9.3  Upon termination of this Agreement pursuant to the terms of this Article 9,
Company  shall  reimburse  LEB  for  all  of  it fee and reasonable expenses and
uncancellable  commitments  incurred  or committed as of the date of termination
and  not  paid  for  by  Company  previously,  provided  that  the  cumulative
reimbursement  responsibility  of  the  Company  may not exceed the total amount
committed  for  Program  funding  under  this  Agreement.

9.4  In  the  event  the  selected  Manager  leaves  the Program or is unable to
continue,  and  a  mutually  acceptable  replacement Manager cannot be found and
agreed  upon  within  a  reasonable  period  thereafter,  the  parties  agree to
terminate  this  Agreement.

10.  WARRANTY

THE  COMPANY  MAKES  NO  WARRANTIES,  EXPRESS  OR  IMPLIED,  AS  TO  ANY  MATTER
WHATSOEVER,  INCLUDING,  WITHOUT  LIMITATION,  THE  CONDITION,  ORIGINALITY,  OR
ACCURACY  OF  THE  PROJECT  OR  ANY INTELLECTUAL PROPERTY OR PRODUCT(S), WHETHER
TANGIBLE  OR  INTANGIBLE,  CONCEIVED,  DISCOVERED,  OR  DEVELOPED  UNDER  THIS
AGREEMENT;  OR  THE  OWNERSHIP,  MERCHANTABILITY,  OR  FITNESS  FOR A PARTICULAR
PURPOSE  OF  THE  PROJECT  OR  ANY  SUCH  INTELLECTUAL


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PROPERTY  OR  PRODUCT.  LEB  SHALL  NOT  BE  LIABLE  FOR  ANY  DIRECT, INDIRECT,
CONSEQUENTIAL,  OR  OTHER

LEB  MAKES  NO  REPRESENTATION  OR  WARRANTY  REGARDING  ACTUAL  OR  POTENTIAL
INFRINGEMENT  OF  PATENTS,  COPYRIGHTS,  OR OTHER INTELLECTUAL PROPERTY OF THIRD
PARTIES, AND COMPANY ACKNOWLEDGES THAT THE AVOIDANCE OF SUCH INFRINGEMENT IN THE
DESIGN,  USE,  AND  SALE OF PRODUCTS AND PROCESSES RELATED TO THE RESEARCH SHALL
REMAIN  THE  RESPONSIBILITY  OF  COMPANY.

11.  INDEMNIFICATION

To  the maximum extent permitted by law, each party agrees to indemnify and hold
harmless  the  other party and its employees and agents against any claim, loss,
cost,  expense,  damage  or liability of any kind (including reasonable attorney
fees  and  expenses  of  litigation)  arising  out  of  or  connected  with  the
participation  in  this  Agreement  or  its  use  of  Intellectual  Property.

Without  limiting  the  foregoing, each party agrees to hold harmless, indemnify
and  defend  the  other  party  from  all claims, liabilities, demands, damages,
expenses  and  losses  (including  reasonable  attorney  fees  and  expense  of
litigation)  arising  out  of the use by the indemnifying party, or by any third
party  acting  on  behalf  of or under its authorization, of the other's party's
Intellectual  Property  or  out  of  any  use,  sale or other disposition by the
indemnifying  party,  or  by  any  party  acting  on  behalf  of  or  under  its
authorization,  of  products  made  or  developed  as a result of information or
materials  received from the other party. The provisions of this paragraph shall
survive  termination  of  this  Agreement.

12.  GOVERNING  LAW.

The  laws  of  the  State  of  California  shall  govern  this  Agreement.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  written  above.


By:
     ------------------------------
Name:   Jamie  Plante
Title:  President,  Marshall  Corporate  Administration
Date:
       ----------------------------

Agreed  By:

By:
     ------------------------------
Name:   Richard  R.  Wheeler
Title:  President,  Le'  Elegant  Bath,  Inc.
Date:
      -----------------------------


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