CONTRACT FOR SALE OF BUSINESS AND ASSETS
                    ----------------------------------------

     This  agreement ("Agreement") is made as of June 30, 2006, between Marshall
Distributing,  L.L.C.,  a  Utah  limited  liability  company  and  EMS  Business
Development,  Inc.,  a  California corporation (collectively "Seller"), Terry D.
Nielsen ("Property Owner") and Gateway Distributors, Ltd., a Nevada corporation,
("Buyer").

                                    RECITALS

     A.     The  Seller  is  the  owner and operator of a herbal and health food
supplement  distributing business (the 'Business Operations") with its principal
business  office  located  at  3085 West 1100 South Salt Lake City, Utah, 84104,
(the  "Property").  Sellers  assets  relating  to  the  Business  Operations are
hereinafter  referred  to  as the "Business Assets" and are described in Exhibit
"A"  attached  hereto.

     B.     Property  Owner  owns the Property and currently leases the Property
to  Seller.

     C.     Seller  desires  to  sell and Buyer desires to purchase the Business
Operations  and  Business  Assets  from Seller upon the terms and conditions set
forth  herein.

     D.     Property  Owner  desires  to  sell and Buyer desires to purchase the
Property from the Property Owner upon the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the promises and for other good and
valuable  consideration,  the  receipt  and  adequacy  of  which  are  hereby
acknowledged,  Buyer,  Seller  and  Property  Owner  agree  as  follows:

     1.     Purchase and Sale.  Upon the terms and subject to the conditions set
            -----------------
forth in this Agreement, Seller and Property Owner shall sell, convey, assign,
transfer and deliver to Buyer and Buyer shall purchase and acquire from Seller
and Property Owner the following:

          a.     The  Business  Operations as conducted by Seller as of June 30,
     2006.

          b.     The  Business  Assets  of  the  Seller  which  are  utilized in
     conjunction  with  the  Business  Operations  as  of  June  30,  2006,
     specifically  including all right, title and interest in and to the assets,
     personal  properties,  goodwill  and  rights  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 Seller.
     The  Business Assets shall include, without limitation, all items reflected
     on the Seller's June 30, 2006 balance sheet (the "Balance Sheet") a copy of
     which  is  attached  hereto  as Exhibit "A". The Business assets shall only
     include  those  assets  of  E.M.S.  Business  Development,  Inc., which are
     described  on  Exhibit  "A-1"  attached  hereto. All other assets of E.M.S.
     Business  Development,  Inc., are excluded form the Business Assets. Except
     as  otherwise  provided  in  this  Agreement,  the Business Assets shall be
     conveyed  at the Closing (as defined below) 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).


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<PAGE>
          c.     The  Property  which  shall  be  free  and  clear of all liens,
     encumbrances  and  other  matters  of  record  except  for  items
     ______________________________  and  ______________  (the  "Permitted
     Exceptions")  shown on the preliminary title report ("PTR") attached hereto
     as  Exhibit  "B".  Seller and Property Owner shall mutually terminate their
     existing  lease  agreement  pertaining to the Property (the "Lease") at the
     Closing.

     2.     Purchase  Price.  The  purchase  price  for the Business Operations,
            ---------------
Business  Assets  and the Property (the "Purchase Price") shall be $6,000,000.00
plus  Buyer's  assumption  of  the  liabilities  set  forth  in  the Liabilities
Undertaking  attached  hereto  as  Exhibit  "C".  The  Purchase  Price  shall be
allocated  as  follows:

               Business  Operations                 $
                                                     -----------------------

               Business  Assets                     $
                                                     -----------------------

               Property                             $
                                                     -----------------------

               Total  Purchase  Price               $
                                                     =======================

     3.     Payment  of  Purchase  Price.  The  Purchase  Price shall be paid as
            ----------------------------
follows:

          a.     On  or before the Closing Date, Buyer shall execute and deliver
     to  Seller  Buyer's  promissory  note  in  the  sum  of  Five  Million  Two
     Hundred Thirty Thousand and No/100 Dollars ($5,230,000.00) (the "Operations
     &  Assets  Note")  in  the  form  attached as Exhibit "D". The Operations &
     Assets Note shall be secured as provided in the Security Agreement attached
     hereto  as Exhibit "E" and the Financing Statement UCC-1 attached hereto as
     Exhibit  "F".

          b.     On  or before the Closing Date, Buyer shall execute and deposit
     in  Escrow  an  all  inclusive  installment  note  (the "Property Note") in
     the  principal  sum  of  Seven  Hundred Seventy Thousand and No/100 Dollars
     ($770,000.00)  payable to the Property Owner in the form attached hereto as
     Exhibit "G". The Property Note shall be secured by an all inclusive deed of
     trust  on the Property (the "Property Deed of Trust") which shall be in the
     form  attached  hereto  as  Exhibit  "H".

          c.     On  or before the Closing Date, Buyer shall execute and deliver
     to  Seller  the  Liabilities  Undertaking  and shall assume the liabilities
     as  provided  in  this  Agreement.

          d.     Seller  and  Property  Owner  covenant  and  agree  that:

               i.     a  portion  of  the  Operations  &  Assets  Note  proceeds
          (approximately  $3,786,062)  will  be  used  to  pay the balance owing
          on  the  following  obligations which are currently owed by the Seller
          and/or  its  affiliates  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");  and


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<PAGE>
               ii.     the  proceeds  from  the  Property  Note  (approximately
          $770,000)  will  be  paid  to  the  Property Owner for the Property as
          provided in Paragraph 2 above and the Property Owner shall satisfy and
          discharge the underlying note and underlying deed of trust. Seller and
          Property  Owner  further covenant and agree that the proceeds from the
          Purchase  Price  shall  be  applied  as  follows:

               iii.     First  to the unpaid balance of the Janssen Debts to the
          Janssens;

               iv.     Second to pay the unpaid balance on the Property Note and
          the  Property  Deed  of  Trust;  ($770,000) in favor of Terry Nielsen;

               v.     Third,  One  Million  Dollars  to  the  Janssens;

               vi.     Fourth,  the  remainder  of  the  Purchase  Price will be
          disbursed  to  the  Seller.

     Notwithstanding  the  pro  visions  of  this  subparagraph  3  above, it is
understood  and  agreed  that the Janssens' Debt will continue to be serviced by
Buyer throughout the Holding Period.  Any accrued and unpaid interest at the end
of  the Holding Period will be added to the Purchase Price and to the Operations
&  Assets  Note.

          e.     Payment  of  the  Purchase  Price  will  be  secured by the (a)
     Business  Operations;  and  (b)  the  Business  Assets  and  (c) 12,000,000
     shares  of  Cal-Bay  International,  Inc.,  preferred  B  Stock  (the "CBAY
     Shares")  owned  by  Buyer.  Buyer will deposit into an escrow account with
     ("Escrow  Holder")  the  CBAY Shares which shall be restricted for one year
     and  which  shall  be retained by Escrow Holder as part of the security for
     the  full  and  timely  payment of the Purchase Price. At the Closing Buyer
     shall  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").  Said instructions shall further provide
     that  if  the  Purchase  Price  has not been paid in full at the end of the
     Holding  Period, the CBAY Shares shall (to the extent necessary) be sold by
     the Escrow Holder and the proceeds shall be used to pay the Purchase Price.

     4.     Representations,  Warranties  and  Covenants of Seller.  In order to
            ------------------------------------------------------
induce  Buyer  to  enter  into  this  Agreement, Seller represents, warrants and
covenants  to  Buyer  that:

          a.     Marshall  Distributing, LLC is a limited liability company duly
     organized,  validly  existing  and  in  good standing under the laws of the
     state  of  Utah,  and is qualified and licensed to do business as it is now
     being  conducted.

          b.     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.

          c.     The Seller has good and marketable title to the Business Assets
     free  and  clear  of  all  mortgages, pledges, charges, security interests,
     encumbrances  and  any  other  liens  of  any  nature  whatsoever except as
     described  herein  and/or  shown  on  the  Balance  Sheet.


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<PAGE>
          d.     The  Property  Owner  has and shall deliver good and marketable
     title  to  the  Property  except  or  the Permitted Exceptions shown on the
     PTR.

          e.     Upon  execution of this Agreement by all parties this Agreement
     shall  be  a  valid  and  binding  Agreement of Seller except as limited by
     bankruptcy,  insolvency,  reorganization,  moratorium  or  similar  laws
     affecting  creditors'  rights.

          f.     There  are  no  suits  or  claims  relating  to the Seller, the
     Property  Owner,  the  Business  Operations,  the  Business  Assets, or the
     Property  which are currently pending against Seller, or the Property Owner
     which  have  been  threatened  or  asserted  against Seller or the Property
     Owner.

          g.     Except  as  disclosed  pursuant to this Agreement, there are no
     liabilities  (whether  absolute  or  contingent,  liquidated  or
     unliquidated, due or to become due) relating to the Seller or the Property,
     nor  has  any condition existed or event occurred which could reasonably be
     expected  to  give  rise  to  such  liability.

     5.     Representations,  Warranties  and  Covenants  of Buyer.  In order to
            ------------------------------------------------------
induce Seller and Property Owner to enter into this Agreement, Buyer represents,
warrants  and  covenants  to  Seller  and  Property  Owner  that:

          a.     Buyer  is a corporation duly organized, validly existing and in
     good  standing  under  the  laws  of  the  State of Nevada and is qualified
     and  licensed  to  do  business  as  it  is  now  being  conducted.

          b.     The  Buyer has full corporate power and authority to enter into
     this  Agreement  and  to  carry  out  the transactions contemplated herein.
     The Boards of Directors of the Buyer 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.

          c.     Upon  execution of this Agreement by all parties this Agreement
     shall  be  a  valid  and  binding legal obligation of the Buyer enforceable
     against  it  in  accordance  with  its  terms.

          d.     Buyer  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.

          e.     Buyer  and any entity or person that owns or controls Buyer 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.

          f.     Neither this Agreement, nor any of the Exhibits hereto, nor any
     document,  certificate,  or  statement  referred  to herein or furnished to
     the  Seller by Buyer in connection with the transaction contemplated herein
     (whether  delivered  prior  to,


                                        4
<PAGE>
     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  Buyer  or  the  transaction
     contemplated  hereby.

          g.     Purchaser  covenants and agrees that during the period from the
     Closing  and  continuing  through  the  end  of  the  Holding  Period that:

               i.     Buyer  shall  continue  to manage and operate the Seller's
          Business  Operations  in  accordance  with  Seller's current practices
          and  that  Buyer  shall make no change in Seller's current management,
          personnel,  practices  or  policies  regarding the Business Operations
          unless  it  receives  the  Seller's  prior  written  consent  thereto.

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

               iii.     Buyer  shall  not sell, mortgage, pledge, hypothecate or
          otherwise  transfer  or  dispose  of  all  or any part of the Business
          Assets;  the  assets  acquired  as a result of the Business Operations
          following  the  Closing;  or  any  interest  therein  except  (a)  for
          inventory in the ordinary course of the Business Operations; or (b) if
          the  Seller  consents  thereto  in  writing.

               iv.     Buyer  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 Seller except that
          the  consent  of Seller shall not be necessary for new contracts which
          are  entered  into  in  the  ordinary  course  of  business.

               v.     Buyer  shall  maintain  in full force and effect, the same
          insurance  coverages  currently  maintained  by  Seller in conjunction
          with  its  Business  Operations.

               vi.     Upon  prior  notice  and at reasonable times Seller shall
          have  access  to  the  Property  and  the  Business  Assets to inspect
          the  same  to and assure that Buyer is complying with the requirements
          of  this  Agreement.

               vii.     Buyer  acknowledges  and agrees that a monthly review of
          the  Business  Operations,  Business  Assets  and  the  Property  are
          contemplated  by the Seller and Seller shall be provided access to the
          Property,  Business  Assets and Buyer's business records during normal
          business  hours  for  such  purposes.

     6.     Conditions  Precedent  to  Buyer's  Obligation  to  Close.  Buyer's
            ---------------------------------------------------------
obligation to purchase the Business Operations, Business Assets and Property and
to take the other actions required to be taken by Buyer on or before the Closing
is  subject  to  the  satisfaction  or  waiver by Buyer of each of the following
conditions  on  or  before  the  Closing  Date:


                                        5
<PAGE>
          a.     Each  of  Seller's  representations  and  warranties  in  this
     Agreement  shall  have  been  accurate  in  all material respects as of the
     date  of  this Agreement, and shall be accurate in all material respects as
     of  the  time  of  the  Closing  as  if  then  made.

          b.     Each  of  the covenants and obligations that Seller is required
     to  perform  or  to  comply  with pursuant to this Agreement at or prior to
     the  Closing  shall  have  been  duly  performed  and  complied with in all
     material  respects.

          c.     Any  consents required to sell assign and transfer the Business
     Operations,  Business  Assets  and  the  Property  to Buyer shall have been
     obtained  and  shall  be  in  full  force  and  effect.

          d.     Seller  shall  have  caused  the  following  documents  to  be
     delivered  (or  tendered  subject  only  to  Closing)  to  Buyer:

               i.     A  copy  of  each of the Seller's articles of organization
          and  all  amendments  thereto.

               ii.     Certificates  or  other  documents dated as of a date not
          earlier  than  the  thirty  business  days  prior  to  the  Closing
          confirming  the  good  standing  of  Marshall Distributing, LLC in the
          State  of  Utah  and  EMS  Business Development, Inc., in the State of
          California.

               iii.     An  Assignment  and  Bill  of  Sale in the form attached
          hereto  as  Exhibit  "I".

               iv.     a  termination  of  the Lease executed by both Seller and
          the  Property  Owner.

               v.     Escrow  Holder's  commitment  to  issue  Title  insurance
          insuring  that  fee  title  to  the Property is held by Buyer free and
          clear  of  all  easements,  liens,  encumbrances,  covenants  and/or
          restrictions,  except  the  Permitted  Exceptions.

     7.     Conditions  Precedent  to  Seller's  Obligation  to Close.  Seller's
            ---------------------------------------------------------
obligations  to  sell  the Business Operations, Business Assets and the Property
and to take the other actions to be taken by Seller on or before the Closing are
subject  to  the  satisfaction  or  waiver  by  Seller  of each of the following
conditions  on  or  before  the  Close  of  Escrow:

          a.     Each  of  Buyer's  representations  and  warranties  in  this
     Agreement  shall  have  been  accurate  in  all material respects as of the
     date  of  this Agreement, and shall be accurate in all material respects as
     of  the  time  of  the  Closing  as  if  then  made.

          b.     Each of the covenants and obligations that Buyer is required to
     perform  or  to  comply  with  pursuant  to  this  Agreement at or prior to
     the  Closing  shall  have  been performed and complied with in all material
     respects.

          c.     Buyer  shall  cause  each of the following documents to be duly
     executed  and  delivered  to  Seller  on  or  before  the  Close of Escrow:

               i.      Operations  &  Assets  Note;


                                        6
<PAGE>
               ii.     Security  Agreement;

               iii.    Financing  Statement;

               iv.     Property  Note;

               v.      Property  Deed  of  Trust;  and

               vi.     Liability  Undertaking.

          d.     Buyer  shall  have deposited the CBAY Shares with Escrow Holder
     and  the  duly  executed  irrevocable  escrow  instruction  as  provided in
     paragraph  3e  above.

     8.     Termination.  Buyer  acknowledges  that  each  of  Buyer's
            -----------
representations,  warranties  and  covenants  set forth in paragraph 5 above are
material to the Seller entering into this Agreement.  Buyer and Seller expressly
agree  that the Seller shall have the absolute right to terminate this Agreement
at  any  time  should  the  Seller in the Seller's sole and absolute discretion,
determine  that  the  Buyer  is  in  default  of  or  has  breached  any  of the
representations, warranties and/or covenants set forth in Paragraph 5 above.  In
the  event  the  Seller  elects  to terminate this Agreement as provided in this
paragraph  8:

          a.     Seller  shall  give  written notice to Buyer of its election to
     terminate  and  except  as  otherwise  provided  in  this  paragraph  8 the
     Agreement  will  terminate  and  be  of  no  further  force  or  effect.

          b.     Escrow  Holder  shall  liquidate sufficient CBAY Shares held in
     the  escrow  account  and  shall  pay  to  the  Seller (on behalf of Buyer)
     the  sum of $200,000.00 in consideration for the Seller having entered into
     this  Agreement  and  having  removed  the  business from the market place.

          c.     The  Business  Operations  shall  be immediately turned over to
     Seller.

          d.     All  Business  Assets as well as any additional Business Assets
     acquired  as  a  result  of  the  Business  Operations  conducted after the
     Closing  shall  thereupon  be  deemed assigned to the Seller and possession
     thereof  shall  immediately  be  returned  to  Seller.

          e.     Possession  and  title  to  the  Property  shall immediately be
     reconveyed  to  the  Property  Owner.  Title to the Property, shall be free
     and clear of all matters of record, save and except those matters of record
     at  the  Closing.

          f.     If termination occurs pursuant to this paragraph 8, the parties
     will  cooperate  to  return  the  Business  Operations  and Business Assets
     to  the  Seller  and  the  Property  to  Property  Owner.

     9.     Indemnity  Agreement.  Other than the Seller's liabilities expressly
            --------------------
assumed  by  Buyer  as  provided  herein,  Seller shall indemnify and hold Buyer
harmless  from any and all liabilities, obligations and claims arising out of or
relating  to:  a)  the  Business Operations conducted by the Seller prior to the
Closing;  or  b)  the  ownership  or  operation  of  the  Business


                                        7
<PAGE>
Assets  by  Seller  prior  to the Closing; or c) the use and/or ownership of the
Property  by  the  Seller  and/or  Property  Owner  prior  to  the  Closing.

     10.     Buyer's Indemnity Agreement.  Other than the Seller's obligation to
             ---------------------------
discharge the Janssen's Debt and the Property Note and Property Deed of Trust as
provided  in  paragraph  3d  above,  Buyer  shall  indemnify and hold Seller and
Property  Owner  harmless  from  any and all liabilities, obligations and claims
arising out of or relating to: a) the Business Operations conducted by the Buyer
after  the  Closing;  or b) the ownership or operation of the Business Assets by
Buyer  after  the Closing; or c) the use and/or ownership of the Property by the
Buyer  after  the  Closing.

     11.     Compliance  With  Bulk  Sales Law.  Buyer and Seller each waive the
             ---------------------------------
requirement,  if  any, to publish, record or otherwise prove any notices of this
transaction  to  Seller's  creditors  or  other third parties.  The parties have
agreed that since the balance of the Purchase Price is payable at the end of the
Holding  Period  that any such notice need not be given as part of this purchase
and  sale.

     12.     As  Is  Condition.
             -----------------

          a.     Buyer  hereby  acknowledges  and agrees that except and only as
     expressly  set  forth  in  this  Agreement,  neither Seller, Property Owner
     nor anyone acting for or on behalf of Seller or Property Owner has made any
     representations,  warranties or promises whatsoever to Buyer concerning (i)
     The  Business  Operations,  Business Assets and/or the Property or any part
     thereof  (including,  without  limitation,  the  presence or absence of any
     Hazardous  Materials  as  defined  by  any  environmental  statutes  or
     regulations); (ii) the feasibility, desirability or suitability of Business
     Operations,  Business  Assets  and/or  the Property or any part thereof for
     Buyer's  intended use or for any other particular use or purpose; (iii) the
     compliance or non-compliance of Business Operations, Business Assets and/or
     the  Property  or  any  part  thereof  with  any  applicable laws, rules or
     regulations, including, without limitation, licenses, use permits, building
     codes,  fire  and  safety  codes;  (iv) the accuracy or completeness of any
     business  records,  returns  or  reports  provided  by  Seller  to  Buyer.

          b.     Buyer  further acknowledges and agrees that (i) except and only
     as  expressly  set  forth  in  this  Agreement,  it  has  not relied on any
     representations,  warranties  or covenants of either Seller, Property Owner
     or  anyone acting for or on behalf of Seller or Property Owner; (ii) all of
     the  matters  set  forth  in  12a  above,  or otherwise concerning Business
     Operations,  Business  Assets  and/or  the Property have been independently
     reviewed  and verified by Buyer to its full satisfaction; (iii) Buyer shall
     purchase the Business Operations, Business Assets and Property based on its
     own  independent  inspection  and examination thereof; and (iv) Buyer shall
     purchase the Business Operations, Business Assets and the Property in their
     "AS-IS"  condition  as  they  exist  on  the  Close  of  Escrow.

     13.     Time  and  Place  of Closing.  The sale and purchase shall close on
             ----------------------------
June  30,  2006 at 5:00 p.m. at 3085 West 1100 South, Salt Lake City Utah, 84104
(the  "Closing"  and/or  the  "Close  of  Escrow").

     14.     General  Provisions.  The  General  Provisions  are  as  follows:
             -------------------


                                        8
<PAGE>
          a.     Except  as  otherwise provided in this Agreement, each party to
     this  Agreement  will  bear  its  respective  fees and expenses incurred in
     connection  with the preparation, negotiation, execution and performance of
     this  Agreement  and  the  transactions  contemplated  herein.

          b.     Any  public  announcement,  press  release or similar publicity
     with  respect  to  this  Agreement  or the transactions contemplated herein
     will  be  issued,  if  at  all,  at  such  time and in such manner as Buyer
     determines.

          c.     All  notices,  consents,  waivers  and  other  communications
     required  or  permitted  by  this  Agreement  shall be in writing and shall
     be deemed given to a party when (i) delivered to the appropriate address by
     hand or by nationally recognized overnight courier service (costs prepaid);
     (ii)  sent  by  facsimile or email with confirmation of transmission by the
     transmitting equipment; or (iii) received or rejected by addressee, if sent
     by  certified mail, return receipt requested, in each case to the following
     addresses, facsimile numbers or email addresses and marked to the attention
     of  the  person  (by  name  or  title)  designated  below (or to such other
     address, facsimile number, email address or person as a party may designate
     by  notice  to  the  other  parties):

<TABLE>
<CAPTION>
<S>           <C>
     SELLER:          Marshall Distributing, LLC
                      Attention:  Jamie Plante
                      3085 West 1100 South
                      Salt Lake City, UT  84104
                      Phone No:
                                 ----------------------
                      Fax No:
                              -------------------------
                      Email Address:
                                     ------------------

     And              EMS Business Development, Inc.
                      Attention:  Kathleen L. Janssen
                      2771 E. French Camp Road
                      Manteca, CA  95336
                      Phone No:  (209) 982-5691
                      Fax No:  (209) 982-1443
                      Email Address:  KLJ@Lagorio.com
                                      ---------------


     BUYER            Gateway Distributors, Ltd.
                      Attention:
                                  ---------------------

                      ---------------------------------
                      Phone No:
                                -----------------------
                      Fax No:
                             --------------------------
                      Email Address:
                                     ------------------
</TABLE>

          d.     Notwithstanding  the  fact  that  the  Business  Operations are
     primarily  conducted  in  Utah,  the  Buyer  and  Seller  hereby agree that
     any  proceeding  arising  out  of  or  relating  to  this  Agreement or any
     transaction contemplated herein shall be brought in the courts of the State
     of  Nevada  and  each  of  the parties irrevocable submits to the exclusive
     jurisdiction  of such court in any such proceeding, waives any objection it
     may  now or hereafter have to venue or to convenience of forum, agrees that
     all  claims  in


                                        9
<PAGE>
     respect  to  the  proceeding  shall  be  heard  and  determined only in any
     such  court  and  agrees  not  to  bring  any  proceeding arising out of or
     relating  to  this  Agreement or any transaction contemplated herein in any
     other  court. The parties further agree that with the sole exception of the
     injunctive relief contemplated in paragraph e below; the enforcement of any
     security  interest  granted  to  Seller  pursuant  to this Agreement; or an
     action for Possession of the Property, 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.

          e.     Buyer  acknowledges  and  agrees that Seller and Property Owner
     would  be  irreparably  damaged  if  any  of  the  provisions  of  this
     Agreement  are  not  performed  in accordance with their specific terms and
     that  any  breach  of  this  Agreement  by  Buyer  could  not be adequately
     compensated  in  all  cases  by  monetary  damages  alone.  Accordingly, in
     addition  to  any  other right or remedy to which Seller and Property Owner
     may  be entitled, at law or in equity, each of them, Seller and/or Property
     Owner,  shall  be entitled to enforce any provisions of this Agreement by a
     decree  of specific performance and to temporary, preliminary and permanent
     injunctive  relief to prevent breaches or threatened breaches of any of the
     provisions  of  this  Agreement.

          f.     The  rights  and  remedies of the parties to this Agreement are
     cumulative  and  not  alternative.

          g.     This Agreement supersedes all prior agreements, whether written
     or  oral,  between  the  parties  with  respect  to  its  subject  matter
     (including  any  letter of intent and any confidentiality agreement between
     Buyer  and  Seller)  and  constitutes  (along  with  the Exhibits and other
     documents  delivered  pursuant  to this Agreement) a complete and exclusive
     statement of the terms of the agreement between the parties with respect to
     its  subject  matter.  This  Agreement may not be amended, supplemented, or
     otherwise  modified  except by a written agreement executed by the party to
     be  charged  with  the  amendment.

          h.     No  party  may  assign any of its rights or delegate any of its
     obligation  under  this  Agreement  without  the  prior  written consent of
     the  other  party.  Subject  to the preceding sentence, this Agreement will
     apply  to,  be  binding in all respect upon and inure to the benefit of the
     successors  and  permitted  assigns  of  the  parties. Nothing expressed or
     referred  to  in  this Agreement will be construed to give any person other
     than  the parties to this Agreement any legal or equitable right, remedy or
     claim  under  or  with  respect  to this Agreement or any provision of this
     Agreement,  except  such  rights as shall inure to a successor or permitted
     assignee  pursuant  to  this  paragraph.

          i.     If  any  provision  of  this  Agreement  is  held  invalid  or
     unenforceable  by  any  court  of  competent  jurisdiction,  the  other
     provisions  of  this  Agreement  will  remain in full force and effect. Any
     provision  of  this Agreement held invalid or unenforceable only in part or
     degree  will remain in full force and effect to the extent not held invalid
     or  unenforceable.


                                       10
<PAGE>
          j.     The  headings  of  Any Articles, Sections or Paragraphs in this
     Agreement  are  provided  for  the  convenience  only  and  will not affect
     its  construction  or  interpretation.

          k.     This Agreement will be governed by and construed under the laws
     of  the  State  of  California  without  regard  to  conflicts-of-laws
     principals  that  would  require  the  application  of  any  other  law.

          l.     This  Agreement  may  be  executed in one or more counterparts,
     each  of  which  will  be  deemed  to be an original copy of this Agreement
     and all of which, when taken together, will be deemed to constitute one and
     the  same  agreement.  The  exchange  of  copies  of  this Agreement and of
     signature  pages  by  facsimile  transmission  shall  constitute  effective
     execution  and delivery of this Agreement as to the parties and may be used
     in  lieu  of  the  original  Agreement  for  all purposes. Signature of the
     parties  transmitted  by  facsimile  shall  be  deemed to be their original
     signatures  for  all  purposes.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.

SELLER:                                 BUYER:

Marshall  Distributing,  L.L.C.         Gateway  Distributors,  Ltd.
a  Utah  limited  liability  company    a  Nevada  corporation

By:                                     By:
   ---------------------------------       ---------------------------------


By:                                     By:
   ---------------------------------       ---------------------------------

EMS  Business  Development,  Inc.
a  California  corporation

By:
   ---------------------------------
   Kathleen  L.  Janssen,  President

By:
   ---------------------------------
   Dean  Janssen,  Secretary


                                       11
<PAGE>
                                  JUNE 30, 2006

                                  BALANCE SHEET

                   ASSETS AND LIABILITIES AS OF JUNE 30, 2006

                                 TO BE ATTACHED


                                  EXHIBIT "A"
<PAGE>
                                   EMS ASSETS

                                 TO BE SOLD WITH

                              MARSHALL DISTRIBUTING


                                   (ATTACHED)


                                 EXHIBIT "A-1"
<PAGE>
                            PRELIMINARY TITLE REPORT


                                   (ATTACHED)


                                  EXHIBIT "B"
<PAGE>
                              LIABILITY UNDERTAKING


                                   (ATTACHED)


                                  EXHIBIT "C"
<PAGE>
                            OPERATIONS & ASSETS NOTE


                                   (ATTACHED)


                                  EXHIBIT "D"
<PAGE>
                               SECURITY AGREEMENT


                                   (ATTACHED)


                                  EXHIBIT "E"
<PAGE>
                               FINANCING STATEMENT

                                      UCC-1


                                   (ATTACHED)


                                  EXHIBIT "F"
<PAGE>
                                  PROPERTY NOTE


                                   (ATTACHED)


                                  EXHIBIT "G"
<PAGE>
                             PROPERTY DEED OF TRUST


                                   (ATTACHED)


                                  EXHIBIT "H"
<PAGE>
                                   ASSIGNMENT

                                       AND

                                  BILL OF SALE


                                   (ATTACHED)


                                  EXHIBIT "I"