ASSET PURCHASE AGREEMENT AMENDMENT

                       ASSET PURCHASE AGREEMENT AMENDMENT

This Amendment is made and entered into this 19th day of April 2005, by and
between Gateway Venture Holdings Inc. a Nevada corporation ("Seller"), and
Cal-Bay International (THE "Buyer") The parties hereto are collectively and
individually referred to herein as the "Parties."
     RECITALS:

WHEREAS, both parties agree that the original Asset Purchase Agreement dated
April 18, 2005 for Aspen Cove Resort was to includ