EXHIBIT 10.11

                                    AGREEMENT

     THIS  AGREEMENT (THE "AGREEMENT") is made this 14th day of January 2003, by
and between Suburban Capital Corporation, a Delaware corporation ("Advisor") and
Gateway  Distributors,  Ltd.,  a  Nevada  corporation  (the  "Company").

     WHEREAS,  Advisor  and  Company  have  heretofore  entered  into  a written
agreement  dated  October  22,  2002;  and

     WHEREAS,  it  is the intent of Advisor and Company (the "Parties") to enter
into  a  new  agreement  which  will  supercede and replace any and all existing
consulting  contracts  and  agreements,  whether  written  or  oral,  which have
heretofore  existed  between  the  parties,  their  agents  and  assigns;  and

     WHEREAS,  it  is the intent that this Agreement, and any subsequent written
amendments  or addendums thereto, shall set forth all duties between the parties
and  shall  govern  all  subsequent  dealings  between  the  Parties;  and

     WHEREAS,  Advisor  and  Advisor's Personnel and sub-contractors (as defined
below)  have  experience  in  evaluating and effecting mergers and acquisitions,
advising  corporate  management, and in performing general administrative duties
for  publicly-held  companies  and  development  stage  investment ventures; and

     WHEREAS,  the  Company has previously retained Advisor to advise and assist
the Company in its development on the terms and conditions set forth in previous
agreements  between  the  parties;  and

     WHEREAS,  it is the intent that this Agreement settle all claims of Advisor
for  monies  for services performed, or to be performed, pursuant to any and all
previous  agreements  between  the  parties.

     NOW,  THEREFORE,  in  consideration of the payment to advisor of the sum of
One  Dollar  ($1.00),  the  receipt  of  which  is  hereby  acknowledged, and in
consideration of the mutual promises, covenants and agreements contained herein,
and  for  other  good and valuable consideration, including, but not limited to,
the  cancellation of all previous contracts and agreements between and among the
parties,  the  receipt  and  sufficiency  of  which  is hereby acknowledged, the
Company  and  Advisor  (the  "Parties")  agree  as  follows:

     The  Company  has  previously hired Advisor, pursuant to an agreement dated
     October  22,  2002, to assist the Company in it's effecting the purchase of
     businesses  and  assets  relative  to  its  business  and  growth strategy,
     acquisition  of  other  operations  or  businesses,  general  business  and
     financial  issues  consulting,  the  introduction  of  the Company to other
     advisors  or  other  third parties that may assist the Company in its plans
     and  future  (the  "Services"). The Services were to be provided on a "best
     efforts"  basis directly and through Advisor's employees or others employed
     or  retained  and  under  the  direction of Advisor (Advisor's Personnel");
     provided,  however,  that  the Services were to expressly exclude all legal
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     advice,  accounting  services  or  other services which require licenses or
     certification  which  Advisor may not have, services in connection with the
     offer  or sale of securities in a capital raising transaction, and services
     which  might  directly  or  indirectly promote or maintain a market for the
     securities  of  the  Company.

     Advisor  was  to  serve  as  an  advisor  to the Company for the purpose of
     finding  and  presenting  potential  business  combinations  to the Company
     during  the  term  of  this  Agreement.

COMPENSATION  AND  MEANS  OF  PAYMENT  OF  COMPENSATION
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     As  a  complete  and  total  satisfaction of all claims of Advisor for fees
which  have been earned to the date of this agreement, the Company agrees to pay
Advisor,  or  at  the  option  of  Advisor an employee or


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contractor  of Advisor, $550,000 for the Services which have been rendered under
the terms all prior agreements between the parties ("Advisory Fee"). The Company
shall  pay  the $550,000 by the delivery to Advisor of a number of shares of the
Company's  common  stock, par value $.001 per share, that when sold will provide
to  advisor,  or  its  assignee  the  sum  of  $550,000.

     The  Parties  agree  that  the  value of uncompensated services rendered by
Advisor  to  the  date  of  this  agreement  is  $550,000 and that the amount of
$550,000  is due to advisor for services previously performed during the term of
the  previous  Agreement.

     Commencing  on  the  date  of  this  Agreement, the Company shall issue and
deliver  to  the  Advisor  as  compensation for services previously rendered, as
described  above,  shares  having  a  value  of  $550,000.  At no time shall the
Company issue to Advisor shares equaling, when added to the number of shares, if
any,  presently  owned  by  Advisor,  shares in excess of 9.99% of the number of
shares  of  outstanding  common stock of the Company as of the date of issuance.
Shares  issued  pursuant  to  this  agreement are to be liquidated and the gross
proceeds  applied  towards  the  satisfaction  of  the  $550,000  Advisory  Fee.
Thereafter,  from  time  to time, and after the liquidation of the shares issued
upon  the  signing  of  this  agreement, the Company shall issue such additional
shares as may be necessary to assure the payment to Advisor of the $550,000 owed
to  Advisor  for  services  which have actually been rendered by Advisor, as set
forth  herein.  At no time shall the Company issue to Advisor shares which would
cause  the  number  of shares owned legally or beneficially by Advisor, to equal
ten percent (10%) of the issued and outstanding shares of the Company.

     Any demand for additional shares to be issued to allow payment of the total
of  $550,000  to advisor shall contain an accounting showing the amount received
by Advisor from all sales of Shares delivered to Advisor under the terms of this
Agreement  together with a statement showing the total number of Shares received
under  this  Agreement,  the number of said Shares which have been sold, and the
remaining amount owed to Advisor.  The Company shall have five (5) business days
following  actual  receipt  of said accounting to deliver a sufficient number of
additional  shares, subject to the 10% limitation, to pay any remaining balance.
All Shares delivered to the Advisor under the terms of this agreement shall have
been  registered  pursuant  to  an effective registration statement filed by the
Company  with  the  U.S.  Securities  and Exchange Commission prior to issuance.

     At  no  time shall the Advisor have the right to receive, or the Company be
required  to deliver shares to Advisor which would result in the Advisor having,
at  any time, legal and/or beneficial ownership of the Company's shares equaling
in  excess  of 9.99% of the issued and outstanding shares of the Company. Shares
delivered  to  Advisor  upon the submission of any invoice shall be deemed to be
fully  paid  for  at  the  time  of  submission  of  the  invoice.

     In  the  event  the shares delivered to and sold by Advisor pursuant to the
terms  of  this  Agreement fail to gross a total of $550,000 or the total amount
invoiced  to  the Company for services actually rendered during the term of this
agreement,  whichever  is  less,  the Company, as set forth herein, shall within
five  (5) business days of notice of this event, and subject to demand under the
terms  of  this  agreement,  issue  a sufficient number of additional registered
shares  in  order  to deliver to the Advisor any remaining earned balance of the
$550,000.

     Advisor  hereby  expressly  agrees  that  upon  his receipt of the $550,000
Advisory Fee contemplated by this Agreement, Advisor shall immediately return to
the  Company  any  shares  remaining  in Advisor's possession. Advisor shall not
knowingly sell Shares in excess of the number needed to allow his gross recovery
of  monies  from  the sale of Shares to exceed $550,000. Upon the termination of
this  Agreement,  Advisor  shall immediately return to the Company any shares in
excess  of  those  necessary to pay to Advisor the amount due under the terms of
this  Agreement.  This  will include all revenues received from sale of stock by
Advisor  since  December  4,  2002.

     Upon  any  issuance  of stock pursuant to this Agreement, Advisor shall pay
the  cost  of any revised shareholders' lists as may be necessitated or required
as  a result of said issuance.  Also, Advisor shall pay all costs related to the
preparation  and  filing  of  any  S-8 Registration Statement necessary to allow
shares  to


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be  issued  under this agreement, together with any transfer agent fees or other
fees  as  may be necessitated by said issuance. Advisor shall be responsible for
the  legal fees of Edward T. Wells related to the drafting and execution of this
Agreement.

     All  shares  transferred  to  Advisor  pursuant  to  the provisions of this
Agreement are fully earned and non-assessable as of the date of delivery.

MISCELLANEOUS  PROVISIONS
-------------------------

     A.   Gender.  Wherever  the  context shall require, all words herein in the
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          masculine  gender  shall  be  deemed to include the feminine or neuter
          gender,  all  singular  words shall include the plural, and all plural
          shall  include  the  singular.
     B.   Severability.  If  any  provision  hereof is deemed unenforceable by a
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          court  of competent jurisdiction, the remainder of this Agreement, and
          the  application of such provision in other circumstances shall not be
          affected  thereby.
     C.   Further  Cooperation.  From and after the date of this Agreement, each
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          of  the  parties  hereto  agrees  to  execute  whatever  additional
          documentation  or instruments as are necessary to carry out the intent
          and  purposes  of  this  Agreement  or  to  comply  with  any  law.
     D.   Waiver.  No  waiver  of any provision of this Agreement shall be valid
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          unless  in writing and signed by the waiving party. The failure of any
          party  at any time to insist upon strict performance of any condition,
          promise,  agreement  or  understanding  set forth herein, shall not be
          construed  as  a  waiver  or  relinquishment  of  any other condition,
          promise,  agreement  or understanding set forth herein or of the right
          to  insist  upon strict performance of such waived condition, promise,
          agreement  or  understanding  at  any  other  time.
     E.   Expenses.  Except  as  otherwise  provided  herein,  each party hereto
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          shall bear all expenses incurred by each such party in connection with
          this  Agreement  and  in  the  consummation  of  the  transactions
          contemplated  hereby  and  in  preparation  thereof.
     F.   Amendment.  This  Agreement  may  only  be  amended or modified at any
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          time,  and  from  time  to  time,  in writing, executed by the parties
          hereto.
     G.   Notices.  Any  notice,  communication,  request,  reply  or  advice
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          (hereinafter  severally  and  collectively  called  "Notice")  in this
          Agreement  provided  or  permitted  to  be  given, shall be made or be
          served  by delivering same by overnight mail or by delivering the same
          by  a hand-delivery service, such Notice shall be deemed given when so
          delivered.  For  all  purposes of Notice, the addresses of the parties
          set  out below their signatures herein shall be their addresses unless
          later  advised  in  writing.
     H.   Captions.  Captions  herein are for the convenience of the parties and
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          shall  not  affect  the  interpretation  of  this  Agreement.
     I.   Counterpart  Execution.  This Agreement may be executed in two or more
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          counterparts,  each  of  which shall be deemed an original, but all of
          which  together  shall constitute one and the same instrument and this
          Agreement  may  be  executed  by  fax.
     J.   Assignment.  This  Agreement  is  not  assignable  without the written
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          consent  of  the  parties.
     K.   Parties  in  Interest.  Provisions  of this Agreement shall be binding
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          upon  and  inure  to the benefit of and be enforceable by the parties,
          their heirs, executors, administrators, other permitted successors and
          assigns,  if any. Nothing contained in this Agreement, whether express
          or  implied,  is intended to confer any rights or remedies under or by
          reason  of  this Agreement on any persons other than the parties to it
          and  their  respective successors and assigns, not is anything in this
          Agreement intended to relieve or discharge the obligation or liability
          of  any  third  persons  to any party to this Agreement, not shall any
          provision  give  any  third  persons any right of subrogation over, or
          action  against,  any  party  to  this  Agreement.
     L.   Entire Agreement.  This Agreement constitutes the entire agreement and
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          understanding  of  the  parties  on  the  subject  matter  hereof  and
          supercedes  all  prior  agreements  and  understandings on the subject
          thereof.  All  prior  agreements  between  the Parties or any of them,
          whether  written or oral, are superceded by this agreement and any and
          all  rights,  duties  and/or  obligations  existing  by  virtue of any
          previous  agreement,  written  or  oral, between the parties or any of
          them  are  merged  herein.


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     M.   Construction.  The  parties hereto agree to cooperate with one another
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          in  respect  of  this Agreement, including reviewing and executing any
          document  necessary  for  the performance of this Agreement, to comply
          with  law  or  as  reasonably  requested by any party hereto, or legal
          counsel  to  any  party  hereto.
     N.   Cooperation.  The  parties  hereto agree to cooperate with one another
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          in  respect  of  this Agreement, including reviewing and executing any
          document  necessary  for  the performance of this Agreement, to comply
          with  law  or  as  reasonably  requested by any party hereto, or legal
          counsel  to  any  party  hereto.
     O.   Choice  of Law/Venue.  The law of the State of Illinois shall apply to
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          this  Agreement  without  reference to conflict of law principles, and
          the  sole venue for any dispute or suit between the parties shall be a
          court  of  competent  jurisdiction  in  the location of the ADVISOR in
          Illinois.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written.

GATEWAY DISTRIBUTORS, LTD., A NEVADA CORPORATION
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By: ______________________________
President

SUBURBAN CAPITAL CORPORATION, A DELAWARE CORPORATION
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By: ______________________________
President


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