EX-10.3



DATAMEG CORP.
XXXXXX XXXXXX
Boston, MA  02116

August 1st, 2003

AMT Management Co.
XXXXX XXXXX XXXX XXX
Torrance, CA  90503

Attn:  Mr. Michael Mitsunaga, President

Dear Mr. Mitsunaga:

DataMEG Corp. (the "Company") hereby hires and engages AMT Management Co.
("AMT") to act as the Company's agent in accordance with the terms and
conditions of this letter agreement (the "Agreement"), and as follows:

1. The Company's engagement of AMT is on both an exclusive and non-
exclusive basis.  The exclusive engagement is for a term of four (4) years from
the date of this Agreement (the "Commencement Date") and relates to the
following countries listed on Exhibit "A" annexed hereto and made a part hereof
as if set out verbatim (collectively, the "Far East").  The purposes of the
exclusive engagement are set forth in Paragraph 3(A) hereof.

2. The non-exclusive engagement shall commence as of the Commencement Date
and shall continue, on a month-to-month basis until terminated by either party
upon thirty (30) days prior written notice and upon the expiration of the
aforesaid thirty (30) day period, this Agreement shall be null and void and
without further force or effect.  For purposes of calculating the fees to be
paid to AMT, as provided for in Paragraph 4, AMT shall receive the agreed upon
fee with respect to all subscription funds received by the Company during the
term and within twelve (12) months after the term from any investor introduced
by AMT to the Company during the term.

3. AMT agrees that it will provide the following service(s):

  (A) With respect to the exclusive engagement in the Far East, AMT
will be responsible for introducing the Company to other firms,
companies, partnerships, corporations and other entities for the purpose
of helping the Company develop strategic alliances, partnerships,
distribution agreements or joint ventures in the Far East as may be
mutually agreed upon by and between the Company and the introduced
entity.

  (B) With respect to the non-exclusive engagement, AMT's will be
responsible for introducing the Company to accredited, potential
investors to raise equity or debt capital.  AMT will conduct all sales
and solicitation efforts in a manner consistent with the Company's
intent that each of the offerings be an exempt transaction pursuant to
the Securities Act of 1933, as amended (the "Act") and Regulation D
promulgated under the Act.  The securities will be sold pursuant to
materials prepared by the Company.  It is agreed and understood that
with respect to any introduction made by AMT pursuant to Sections (A) or
(B) of this Article 3, that all negotiations will be conducted by the
Company with AMT's assistance as requested, and that the Company will
not be obligated to proceed with any investment and/or relationship of
any nature or kind unless and until approved by the Company's Board of
Directors; and that no fees shall be due and payable hereunder unless
and until the Company's Board of Directors agrees to such investment,
enters into and exchanges mutually acceptable transactional documents
with the introduced investor/entity and the funds are received and/or
the transaction consummated.

  (C) AMT acknowledges that all information that it receives, in
whatever form, shall be deemed Confidential Information and that all
Confidential Information is the property of the Company.  AMT shall not
disclose, or use at any time, either during or after its association
with the Company, any Confidential Information without the Company's
prior written consent.  AMT shall deliver to the Company upon the
expiration or termination of this Agreement, or at any other time the
Company may request, all memoranda, notes, plans, records, documentation
and other materials (and copies thereof) containing the Confidential
Information.

4. With respect to the Company's non-exclusive engagement of AMT, the
Company agrees that it will pay a cash fee as more fully set forth on Exhibit
"B" annexed hereto and made a part hereof as if set out verbatim, and based on
the total amount received by the Company from investors introduced by AMT,
payable within fifteen (15) days after the receipt and clearance of the
subscription funds.  For example, if the Company receives Five Million
($5,000,000) Dollars then, AMT will receive a fee of Five Hundred Thousand
($500,000) Dollars.  As additional compensation hereunder, the Company will
issue to AMT warrant(s) to purchase, at an exercise price as noted on Exhibit
"B", the number of shares of the Company's common stock as calculated pursuant
to Exhibit "B", based on the total amount received by the Company from investors
introduced by AMT.  The warrant(s) shall be exercisable in accordance with
Exhibit "B", Subsection "C".

5. With respect to the exclusive engagement, the Company agrees to pay to
AMT an amount equal to ten (10%) percent of the first year's gross revenues
received by the Company from any strategic alliance, partnership, collaboration
or other relationship resulting from an introduction made by AMT and accepted by
the Company.  For example, if the Company and the entity introduced by AMT enter
into a distribution agreement that results in, during the first year of
operation, gross revenues to the Company of Two Million ($2,000,000) Dollars,
then the Company agrees to pay to AMT Two Hundred Thousand ($200,000) Dollars as
an introduction fee, payable within the later to occur of:  (i) ninety (90) days
after the end of the first year of operation, or (ii) the date that all gross
revenues are received by the Company.  As additional compensation, the Company
will issue to AMT, a warrant(s) to purchase, at an exercise as noted on Exhibit
"B", the number of shares of common stock as calculated pursuant to Exhibit "B".
The warrant(s) will be exercisable in accordance with Exhibit "B", Subsection
"C".

6. The invalidity or unenforceability of any provision of this Agreement
shall in no way affect the validity or enforceability of any other provision.
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the Commonwealth of Massachusetts.  The terms and provisions of
this Agreement are solely for the benefit of the Company and AMT and their
respective heirs, legal representatives, successors and assigns and no other
person shall acquire or have any right by virtue of this Agreement.

7. The relationship of the parties hereto shall be that of independent
contractors.  Nothing herein shall be construed to create any partnership,
agency, joint venture, stockholder, or similar relationship or to subject the
parties to any implied duties or obligations respecting the conduct of their
affairs, which are not expressly stated herein.  Neither party shall have any
right or authority to assume or create ay obligation or responsibility, either
express or implied, on behalf of or in the name of the other party, or to bind
the other party in any matter or thing whatsoever.

8. The Agreement contains the entire agreement between the parties hereto
with respect to the subject matter.

9. The Agreement and the enforcement thereof shall be governed and
controlled in all respects by the laws of the Commonwealth of Massachusetts
(without regard to its conflicts of law principles).  This Agreement may be
signed in separate counterparts, with each counterpart having the full force and
effect of an original.

Please confirm that the terms described here are in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
Agreement.

Very truly yours,

DATAMEG CORP.

Confirmed and Agreed to:

AMT MANAGEMENT CO.                      By:/s/Andrew Benson
                                              ----------------
                                              Andrew Benson,
                                              President Hereby Duly Authorized



                                        By:/s/Michael Mitsunaga
                                             ------------------
                                              Michael Mitsunaga,
                                              President Herunto Duly Authorized

EXHIBIT "B"

A.      Cash Compensation

10%                      Under $5 million
 9%                      $6 million
 8%                      $7 million
 7%                      $8 million
 6%                      $9 million
 5%                      $10 to $15 million
 4%                      $16 million and up

       Warrant Compensation

15%                     Under $5 million
14%                     $6 million
13%                     $7 million
12%                     $8 million
11%                     $9 million
10%                     $10 million
 9%                     $11 million
 8%                     $12 million
 7%                     $13 million
 6%                     $14 million
 5%                     $15 to 20 million
 4%                     $21 million and up

B.      Strike Price

        Should have a 25% to average (five) days trading price on date of
        signing.  Thereafter, same formulation on an annual basis.

C.      Lock-Up

        AMT Management will enter into a lock-up agreement with DataMEG.  The
        lock-up agreement with provide that for a period of twenty (20) months
        from the issuance of the common stock, holders of the common stock will
        sell, in the aggregate, not more than Five (5%) percent of the awarded
        shares in any calendar month.  This lock-up agreement will renew
        annually and will be based on the number of warrants in each specific
        year.

Amendment to Original Agreement

November 18, 2003

Datameg Corp. agrees to the following amended compensation articles relating to
the Agreement signed between the parties on August 1, 2003.

1. Datameg Corp. will issue, per every $ 250,000 raised by AMT Management;
500,000 shares DTMG Common Stock to AMT.  This condition may be exercised for
all funds raised by AMT prior to January 1, 2004, up to $ 1,000,000.00.

2. Datameg Corp. will issue an additional 1,000,000 shares to AMT should
they raise the entire $1,000,000.00 prior to December 16, 2003.

Signed:
/s/ Andrew Benson
----------------
    Andrew Benson

Datameg Corp.


/s/ Michael Mitsunaga
------------
   Michael Mitsunaga

AMT Management