BINDING LETTER OF INTENT


                            Dated as of July 1, 2006

                                      Among


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


                                       And


                           GATEWAY DISTRIBUTORS, LTD


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<PAGE>
                                    AGREEMENT
                                    ---------

     THIS Binding letter of intent ("Agreement"), dated as of July 1, 2006 is by
and  among  Le'  Elegant  Bath,  Inc. - DBA, AMERICAN BATH FACTORY, a California
Corporation  (the  "Buyer"),  and  GATEWAY  DISTRIBUTORS, LTD 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  the  Buyer  will  acquire  Products,  Services, Technology and day to day
consulting  needs  to  be  offered  by  the  Company.

     C.     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
                                    ---------

                               PURCHASEOF 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), the Buyer shall purchase
from  the Company Products, Services, Technology and day to day consulting needs
to  be  offered  by  the  Company.

(i)  the  right  to  use  the  names  and  all variations thereof related to the
services  delivered,  products,  displays and material, marketing literature and
programs,  personnel,  facilities,  and  equipment.

1.2     Assumptions  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. The Buyer is not
assuming,  and will not be obligated or liable for, any liability of the Company
as it relates to the services provided. The Company will not assume and will not
be obligated for any product related issues. All products related issues will be
the  responsibility  of the Buyer. All information in the marketing material and
corresponded  will  be the liability of the Buyer. The Company will serve as the
distribution  center  for  the  marketing  material.

1.3     Purchase  Price.  The Buyer shall pay for services on an agreed to price
        ---------------
on each request for services. The Buyer and the Company will determine the price
and  a  purchase  order will be submitted for services.  (the "Purchase Price"):
                                                               --------------
The initial order for services rendered will be for approximately $800,000 which
is  for  marketing  and  fulfillment  services  utilized  in  the development of
collateral  material.


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<PAGE>
1.3.1  Payment.  Buyer will make payment per agreement and pre-arranged terms on
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the  order  as  indicated  in  1.3  above.  The  Company will invoice for future
services rendered on a regular basis and payments will be due within ten days of
such  invoice.

1.3.2  Closing.  A  closing  (the "Closing") will be held on or before September
       --------
15,  2006 ("Closing Date"), provided, however, that if any of the conditions not
satisfied  or  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 "Termination
Date"  which  shall be October 1, 2006 the parties hereto shall agree in writing
to  extend  the  date  of  such  Closing.  The Closing shall be held a place the
parties  agree  to.

                                    ARTICLE 2
                                    ---------

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

     The  Company  hereby  represents  and  warrant  to the Buyer 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
the  Buyer  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  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.
                          -----------------------------


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<PAGE>
                                    ARTICLE 3
                                    ---------

                     REPRESENTATIONS AND WARRANTIES OFBUYER
                     --------------------------------------

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

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

3.2.     Authorization.  The  Buyer  has  full  corporate power and authority to
         -------------
enter into this Agreement and the Buyer Delivered Documents and to carry out the
transactions  contemplated  herein  and therein.  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.  This  Agreement is the valid and binding legal obligation
of  the  Buyer  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:  (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.


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<PAGE>
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.

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

"BUYER"

Marshall Distributing, Inc.

By:                                          Date:
   ----------------------------------             ------------------
     Jamie  Plante,

     President

"COMPANY"

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

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

     President


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