ASSIGNMENT
                                   ----------
                                       AND
                                       ---
                                  ▇▇▇▇ OF SALE
                                  ------------
     This  instrument  is executed as of June 30, 2006 by ▇▇▇▇▇▇▇▇ Distributing,
L.L.C.,  a  Utah limited liability company and EMS Business Development, Inc., a
California  corporation  (hereinafter  collectively  "Assignor")  and  Gateway
Distributors,  Ltd.,  a  Nevada  corporation  (hereinafter  the  "Assignee"):
     For  valuable consideration Assignor hereby sells, assigns and transfers to
the  Assignee all Assignor's right, title, and interest in and to all contracts,
goodwill,  leasehold  interests, trade names and other intangible assets of that
certain  herbal  and  health  food  supplement distributing business operated by
▇▇▇▇▇▇▇▇ Distributing, L.L.C., located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇,  specifically  including but not limited to those described in Schedule I
attached  hereto.
Dated  as  of  June  30,  2006
ASSIGNOR:                                    ASSIGNEE:
▇▇▇▇▇▇▇▇ Distributing, LLC,                  Gateway Distributors, Ltd.
a Utah limited liability company             a Nevada corporation
By:                                          By:
   --------------------------------             --------------------------------
By:                                          By:
   --------------------------------             --------------------------------
EMS Business Development, Inc.,
a California corporation
By:
   --------------------------------
By:
   --------------------------------
                                   SCHEDULE I