LICENSING / PURCHASE AGREEMENT


                           Dated as of March 15, 2004


                                      Among


                             THE CHELSEA COLLECTION


                                      And


                            GATEWAY DISTRIBUTORS LTD


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    THIS AGREEMENT ("Agreement"), dated as of March 15, 2004 , is by and among
Gateway Distributors Ltd, a Nevada Corporation (the "Purchaser") and The Chelsea
                                                    ------------
                 Collection Inc, a Nevada corporation ("Seller")

                                    RECITALS

     A.  The  "Seller"  has the right to purchase all of the rights, trademarks,
              --------
and  formulas  of  all  the  Jeunesse  products  exclusively  upon  satisfactory
completion  of  all  obligations  owed  to  Francois  Vautour in agreement dated
November  25,  2003.

     B.  The  parties  hereto  wish to provide for the terms and conditions upon
which  the  "Purchaser"  will  acquire  the  exclusive  licensing  rights to the
Jeunesse  products.

     C.  The  parties  hereto  wish to make certain representations, warranties,
covenants  and  agreements  in  connection with the licensing agreement, also to
prescribe  various  conditions  to  such  transaction.

                                    AGREEMENT

     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.  Assets  to  be  Purchased.  Upon  satisfaction  of  all  conditions  to  the
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obligations  of the parties contained herein to Francois Vautour as set forth in
the  Agreement  dated  Nov.  25, 2003, (other than such conditions as shall have
been  waived  in  accordance  with  the  terms hereof), the "Seller" shall sell,
transfer,  convey,  assign and deliver to the Purchaser, and the Purchaser shall
purchase  from the "Seller", at the closing (as hereinafter defined), all of the
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"Sellers" rights, to the Jeunesse products.

     a.  Licensing rights of the Jeuness product line included 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) This will only be the
case  once  the obligations to Francois Vautour set forth in the Agreement dated
November  25,  2003  have  been  totally  satisfied.

2.     Purchase  Price.  The  "Purchaser" shall pay for the "Seller's Assets the
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following  consideration  (the  "Purchase  Price"):
                                -------------------

     a.     Inventory Stream. The "Purchaser" shall bear the burden of all costs
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of  acquiring  inventory  of  products.


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     b.  Revenue  Payment. "Seller" will receive 15% of all revenues, minus cost
         ----------------- --------
of  goods, generated by the Jeuness product line. The Chelsea Collection will be
the  company  receiving all payments outlined in the November 25, 2003 agreement
minus  the  individual  payments  made  to  Francois  Vautour.

          (i)  Once  the  debt owed to Francois Vautour from the agreement dated
     November  25,  2003 is paid in full, the 15% commissions paid by Gateway to
               --   -------------------------
     Chelsea  Collections  shall  remain  in the Chelsea Collection minus the 7%
     royalty  paid  to  Vautour.

          (ii)  Commission  of 7% of sales will continue for Francois Vautour as
          outlined  in  the  previous  agreement  dated  November  25,  2003.

          (iii) A good faith effort will be made to place The Chelsea Collection
          into  a  shell  and  have it trading publicly once the revenues of the
          company  exceed  $50,000  per  month  consistently  for  two  months.

          (iv)  Francois  Vautour  will  act  as  President / CEO of The Chelsea
          Collection,  Sloan Bailey will act as Vice President of Marketing, and
          Troy  Ternes  will  act  as  Vice  President  of  Operations.

          (v)  Francois Vautour, along with Rick Bailey and Flo Ternes, will all
          three each own one third (1/3) of the Company, The Chelsea Collection.
          All  stock  ownership  by  the  three  parties  will  be designated as
          non-dilutable. Francois Vautour will have veto rights on all skin care
          products  and  promotion material specifically related to the Jeunesse
          by  Francois  product  line.

          (vi)  This  agreement  will not in any way jeopardize any terms of the
          Agreement  dated  November  25,  2003 between Francois Vautour and The
          Chelsea  Collection

          (vii)  In  the  event  Seller  or  Purchaser  sells  its rights to the
          Jeunesse  products  or the GH-3 PLUS products, to any other entity, or
          in  the  event  Purchaser  sells substantially all of the stock in, or
          assets  of,  Purchaser  Corporation, Francois Vautour, Rick Bailey and
          Flo  Ternes shall each receive one-third of the total proceeds of said
          sale,  applicable  to the Jeunesse products and the GH-3PLUS products,
          whether  the  proceeds  are  received  in  cash  or in the stock of an
          acquiring  company.


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3.  C1osing.  Unless  this  Agreement  shall  have  been  terminated  and  the
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transactions  contemplated  herein shall have been abandoned, a closing  will be
held on March 15, 2004  (the "Closing, Date"), provided, however, that if any of
                             -----------------
the conditions provided have not have been satisfiedor 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  19th  of  March,  2004.

4.  Corporate  Organization.  The  "Purchaser"  is  validly existing and in good
    ------------------------      -----------
standing under the laws of the state of Nevada.

5.  Authorization.  The "Seller" has full corporate power and authority to enter
    --------------      --------
into  this  Agreement  and the "Seller" Delivered Documents and to carry out the
transactions  contemplated  herein  and  therein.

6.  Intellectual  Property  Rights. The "Seller" has the right to purchase under
    -------------------------------     --------
the  Nov.  25,  2003 Agreement, 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"). To the knowledge of the
                        --------------------------------
"Seller"  the  use of all Intellectual Property Rights necessary or required for
the  conduct  of  the  businesses  of the "Seller" as presently conducted and as
proposed  to  be conducted does not and, to the knowledge of the "Seller" , will
                                                                 --------
not  infringe  or  violate  or  allegedly  infringe  or violate the intellectual
property  rights  of  any person or entity. The "Seller" does not own or use any
                                                --------
Intellectual  Property  Rights pursuant to any written license agreement, except
for  the  Nov. 25, 2003 Agreement with Francois Vautour, and has not granted any
person or entity any rights, pursuant to written license agreement or otherwise,
to  use  the  Intellectual  Property  Rights.

7.  The  Purchaser has been made aware by Francois Vautour "Vautour" of all past
and  current law suites in reference to the product line and the GH3 therapy and
agrees  that  the Purchaser and its officers will not in the future commence any
legal  action  against  "Vautour"  pertaining  to  these  issues  and/or for any
contract  or agreements in the past. "Vautour" will extend the same terms to the
Purchaser.

8.  This Agreement excludes any rights to the GH 3 Therapy which the parties are
to  negotiate  in  June  of  2004,  per  the  Nov.  25,  2003  Agreement.

9.  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
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otherwise  than  in  connection  with  the  transaction,  and


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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: (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.


10.  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.

11.  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.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed  as  of  the  day  and  year  first  above written. This agreement will
supercede  all  previous  agreements  both  written  and  verbal.


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<PAGE>
"PURCHASER"                                        "SELLER"


GATEWAY DISTRIBUTORS LTD                 THE CHELSEA COLLECTION, INC.


By                                       By
  ----------------------                    --------------------------
Rick Bailey                                  Francois Vautour


  President / CEO                              President / CEO

================================================================================



Agreed to as Individuals:


Rick Bailey


Francois Vautour


Flo Ternes


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