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
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Collection Inc, a Nevada corporation ("Seller")
RECITALS
A. The "Seller" has the right to purchase all of
the rights, trademarks,
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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
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PURCHASE AND SALE OF ASSETS
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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"):
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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
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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
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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
acquir
