AGREEMENT


                          Dated as of September 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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<PAGE>
                                     PARTIES
                                     -------

     THIS Agreement ("Agreement"), dated as of September 1, 2006 is by and among
Le'  Elegant  Bath, Inc. - DBA, AMERICAN BATH FACTORY, a California Corporation,
13395 Estelle Street, Corona California 92879 ("ABF"), and  GATEWAY DISTRIBUTORS
                                                ---
LTD,  and  its  wholly  owned subsidiary, MARSHALL CORPORATE ADMINISTRATION, INC
2555  East  Washburn  Road,  North  Las  Vegas  89081, a Nevada Corporation (the
"Company").
 -------

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

     A.     The parties hereto wish to provide for the terms and conditions upon
which ABF will acquire Marketing and Technology services, Regulatory Compliance,
Employee  Leasing,  Inventory  and  Accounts  Receivable Management and all cost
associated,  and  day  to  day  consulting  needs  (to  be determined), from the
Company's  wholly  owned  subsidiary  Marshall  Corporate  Administration.

     B.     The parties hereto wish to make certain representations, warranties,
covenants  and  agreements in connection with the purchase of these services 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 OF SERVICES
                              --------------------

1.1     Services  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), ABF shall purchase from
the Company, all of the marketing and technology needed for the sale of product,
including without limitation:  (a) the right to use the names and all variations
thereof  related  to  the  sale  of  the  products,  mall displays and material,
marketing  literature  and  programs,  personnel,  facilities,  and  equipment.

1.2     Assumption  of  Liabilities.  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), shall assume liabilities
and obligations regarding product quality and replacements. ABF is not assuming,
and  will  not be obligated or liable for, any liability of MCA as it relates to
the  services  provided.  MCA  will not assume and will not be obligated for any
product  related  issues. All products related issues will be the responsibility
of  the


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<PAGE>
ABF.  All  information  in the marketing material and correspondence will be the
liability  of  ABF.  The  Company  will serve as the distribution center for the
marketing  material.

1.3     Purchase  Price.  ABF  shall  pay  for services on an agreed to price on
        ---------------
each  request  for  services. ABF and the Company will determine the price and a
purchase  order  will  be  submitted  for  services.  (the "Purchase Price"): An
                                                            --------------
initial  order  for  services  will  be $850,000 which will be for marketing and
fulfillment  services  utilized  in  the  development  of  collateral  material.

1.4     Payment.  ABF  will  make  payment per agreement and normal terms on the
        -------
$850,000  dollar order as indicated in 1.3 above.   The Company will invoice for
services rendered on a regular basis and payments will be due within ten days of
such  invoice.

                                    ARTICLE 2
                                    ---------

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

     The  Company  hereby represents and warrant to ABF as of the date hereof as
follows:

2.1     Corporate  Organization.  The  Company  is  a  Nevada  corporation  duly
        -----------------------
organized,  validly existing and in good standing under the laws of the state of
Nevada, 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, is
duly  qualified  or  licensed  to  do  business as a foreign corporation 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 (as
hereinafter  defined)  on  the Company.  The Company has heretofore delivered to
ABF  complete  and correct copies of its Articles or Certificate of Organization
and bylaws, as presently in effect.  The Company is qualified and licensed to do
business.

2.2     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")
------

2.3     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


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<PAGE>
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.
------------

                                    ARTICLE 3
                                    ---------

                      REPRESENTATIONS AND WARRANTIES OF ABF
                      -------------------------------------

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

3.1.     Corporate  Organization.  ABF  is a corporation duly organized, validly
         -----------------------
existing and in good standing under the laws of the State of California.  ABF 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  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 ABF to fulfill its obligations under
this  Agreement.

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

                                    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), 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:  (a)  to  have


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<PAGE>
been in its possession prior to its receipt from another party hereto; (b) to be
now or to later become generally available to the public through no fault of the
disclosing  party;  (c)  to have been available to the public at the time of its
receipt  by  the  disclosing  party; (d) to have been received separately by the
disclosing  party  in  an unrestricted manner from a person entitled to disclose
such  information; or (e) 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.

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
                                    ---------

                           TERMINATION AND ABANDONMENT
                           ---------------------------

5.1     Methods  of  Termination.  This  Agreement  may  be  terminated  and the
        ------------------------
transactions  contemplated  herein  may be abandoned at any time notwithstanding
approval  thereof  by  the  Company,  but  not  later  than  the  Closing:

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.  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  of  the  State  of  Nevada  for  this  purpose.


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

Marshall Corporate Administration

By:                                        Date:
  -------------------------------------         ------------
     Jamie  Plante
     President,  CFO


Le' Elegant Bath, Inc. - DBA, American Bath Factory By:


By:                                        Date:
  -------------------------------------         ------------
     Richard R. Wheeler

     President


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