Exhibit 10.3
                                                                    ------------


                        ASSET PURCHASE AMENDING AGREEMENT
                        ---------------------------------

THIS AMENDING AGREEMENT made this 21st day of June, 2004.
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B E T W E E N:
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                            SWEET VALLEY FOODS INC.,
                            ------------------------
   a Corporation incorporated pursuant to the laws of the Province of Ontario

                           (hereinafter the "Seller")

                                      -and-

                                MG HOLDINGS INC.,
                                -----------------
   a Corporation incorporated pursuant to the laws of the Province of Ontario

                            (hereinafter the "Buyer")

                                      -and-

                               MONACO GROUP INC.,
                               ------------------
    a Corporation incorporated pursuant to the laws of the State of Delaware

                           (hereinafter the "Parent")

     AND WHEREAS the Seller agreed to sell to the Buyer and the Buyer has agreed
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to  purchase  from  the  Seller  substantially  all  the  assets,  property  and
undertaking of and pertaining to the business of the Seller pursuant to an asset
purchase agreement dated May 25, 2004 (the "Asset Purchase Agreement");

     AND WHEREAS the Buyer,  Seller and the Parent have agreed to amend  certain
     -----------
provisions of the Asset  Purchase  Agreement  and wish to evidence  their mutual
consent to such amendments.

     THIS AMENDING  AGREEMENT  WITNESSES THAT in consideration of the respective
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conditions, covenants, agreements,  representations,  warranties and indemnities
herein contained and for other good and valuable  consideration (the receipt and
sufficiency of which are  acknowledged by each party),  the parties covenant and
agree as follows:

                                    ARTICLE I
                                    ---------
                  DEFINITIONS AND PRINCIPLES OF INTERPRETATION
                  --------------------------------------------

1.01   Definitions

       Whenever  used in this Amending  Agreement,  unless there is something in
the subject matter or context  inconsistent  therewith,  the following words and
terms shall have the respective meanings ascribed to them as follows:

       (a)    "Act" means the Income Tax Act,  S.C.  1970-71-72,  chapter 63, as
               ---
              amended.

       (b)    "Exchangeable  Shares" means the proposed  Exchangeable  Shares of
               --------------------
              the Buyer that do not exist as of the date  hereof,  but which the



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              Parent shall,  as the sole  shareholder  of the Buyer sanction and
              approve as necessary and in respect of which Articles of Amendment
              of the Buyer shall be  approved by the Parent as sole  shareholder
              of the Buyer and by the Board of  Directors of the Buyer and filed
              by the Buyer to allow for such  shares to be issued to the Seller,
              which shares shall have the  following  characteristics:  (i) they
              shall entitle the Seller,  at its option,  and for a period of ten
              (10) years from the date of  issuance  thereof to the  Seller,  to
              exchange such shares for shares of common stock of the Parent at a
              ratio of two (2)  shares of common  stock of the  Parent  for each
              such  exchangeable   share  of  the  Buyer;  (ii)  they  shall  be
              non-voting;  (iii) no dividends shall be payable thereon; and (iv)
              they shall be  redeemable in whole or from time to time in part at
              the option of the Buyer,  upon not less than 30 days prior written
              notice at a price of U.S.$1.25  per share.  In the event the Buyer
              provides a notice of  redemption  as  aforesaid,  the Seller shall
              have 15 days to notify both the Buyer and the Parent in writing of
              the  Sellers'  wish to exercise the  aforesaid  rights of exchange
              notwithstanding  such  notice  of  redemption,  failing  which the
              rights of the Seller to exchange  such shares shall  terminate and
              the Buyer may proceed to effect the redemption of such shares.

Capitalized words not defined in this Amending Agreement shall have the meanings
given thereto in the Asset Purchase Agreement.

1.02   Gender and Number
------------------------

       Words importing the singular shall be construed to include the plural and
vice versa; and words importing gender shall include all genders.

1.03   Entire Agreement
-----------------------

(a)    Except as modified  and  amended by this  Amending  Agreement,  the Asset
       Purchase  Agreement,  including the Schedules thereto,  together with the
       agreements  and  other  documents  to  be  delivered   pursuant  thereto,
       constitute  the entire  agreement  between the Parties  pertaining to the
       subject matter hereof and supersede all prior agreements,  understanding,
       negotiations and discussions, whether oral or written, of the Parties and
       there are no warranties,  representations or other agreements between the
       Parties  in  connection   with  the  subject  matter  thereof  except  as
       specifically set forth therein and in this Amending Agreement. No further
       supplement,  modification  or waiver or termination of the Asset Purchase
       Agreement,  as amended by this Amending Agreement shall be binding unless
       executed in writing by the Party to be bound thereby. No waiver of any of
       the  provisions  of the Asset  Purchase  Agreement,  as  amended  by this
       Amending  Agreement  shall be deemed or shall  constitute a waiver of any
       other  provisions   (whether  or  not  similar)  nor  shall  such  waiver
       constitute a continuing waiver unless other wise expressly provided.

1.04   Index and Headings
-------------------------

       The  Index to this  Amending  Agreement,  Article  and  Section  headings
contained  herein are included  solely for  convenience,  are not intended to be



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full or accurate  description of the content thereof and shall not be considered
part of this Amending Agreement

1.05   Applicable Law
---------------------

       This Amending Agreement shall be construed in accordance with the laws of
the Province of Ontario and the laws of Canada  applicable  therein and shall be
treated,  in all respects,  as an Ontario contract.  The Parties shall attorn to
the jurisdiction of the courts in Province of Ontario.

1.06   Currency
---------------

       Unless  otherwise  indicated,  all  dollar  amounts  referred  to in this
Amending Agreement are in Canadian funds.

                                   ARTICLE II
                                   ----------
                     AMENDMENTS TO ASSET PURCHASE AGREEMENT
                     --------------------------------------

2.01   Amendments Concerning Exchangeable Shares
------------------------------------------------

       The Asset Purchase Agreement is amended as follows:

       (a)    The  definition  of the word  "Convertible  Shares"  contained  in
              paragraph  1.01(i)  is  deleted  in  its  entirety  and  the  word
              "Deleted" inserted in its place;

       (b)    The definition of the word "Series A Preferred Stock" contained in
              paragraph  1.01(y)  is  deleted  in  its  entirety  and  the  word
              "Deleted" inserted in its place;

       (c)    The word  "Convertible"  in the last line of paragraph  3.01(c) is
              hereby deleted and replaced with the word "Exchangeable;

       (d)    Schedule "H" is hereby  deleted in its entirety and the  reference
              to  Schedule  "H" and its  contents  in  paragraph  1.03(b)  shall
              replaced with the following text: `Schedule "H" - Deleted';

       (e)    Paragraph  3.02  (b) and its  heading  is  hereby  deleted  in its
              entirety and replaced with the following:

              " 3.02 (b) Exchangeable  Shares. The Buyer and the Parent covenant
              and  agree  that on or  before  Closing,  they  shall  obtain  all
              necessary  approvals and take all such  necessary  steps as may be
              required  to  amend  the  Buyer's   Certificate  and  Articles  of
              Incorporation  to create the  Exchangeable  Shares  containing the
              provisions   described  in  paragraph  1.01(b)  of  this  Amending
              Agreement and  otherwise  consistent  with the  provisions of this
              Amending Agreement.  In addition,  the Parent covenants and agrees
              that on or before  Closing it shall (i) duly allot and reserve for
              issuance upon exercise of the Exchangeable Shares, an aggregate of
              1,500,000  shares of common stock in the capital of the Parent and
              (ii)  deliver  to the  Seller a  written,  enforceable  instrument
              acknowledging  the  Seller's  right to exchange  the  Exchangeable



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              Shares,  in whole or in part from  time to time for  shares of the
              common stock of Parent in accordance with their terms;

       (f)    Paragraph  3.02 (d) is hereby deleted in its entirety and replaced
              with the following:

              "3.02 (d) The board of  directors  of the Parent shall be composed
              of a minimum  of four (4)  members,  at least one of whom shall be
              Leo  Couprie or his  nominee  until such time the  majority of the
              Exchangeable  Shares issued in accordance  herewith are exchanged,
              in accordance with their terms, for common shares of the Parent".

       (g)    The references to the word "Convertible" in paragraph 4.01(aa) are
              hereby deleted and replaced with the word "Exchangeable";

       (h)    The references to the word "Convertible" in paragraph 4.01(bb) are
              hereby deleted and replaced with the word "Exchangeable";

       (i)    Paragraph 4.01 (cc) is hereby deleted in its entirety and replaced
              with the following:

              "4.01  (cc)  Exchangeable  Shares  are  Restricted  -  The  Seller
              represents and warrants that it understands  that the Exchangeable
              Shares and the common shares of the Parent  issuable upon exchange
              thereof are  characterized  as "restricted  securities"  under the
              Securities  Act inasmuch as they are being acquired from the Buyer
              and the Parent  respectively  in a  transaction  not  involving  a
              public  offering and that under the  Securities Act and applicable
              regulations  thereunder.  The  Seller  further  warrants  that  it
              understands   that  such   securities   may  be   resold   without
              registration  under the  Securities  Act only in  certain  limited
              circumstances.  In this connection,  the Seller represents that it
              is  familiar  with Rule 144 of the U.S.  Securities  and  Exchange
              Commission  as presently  in effect,  and  understands  the resale
              limitations  imposed thereby and by the Securities Act. The Seller
              understands that the Parent is under no obligation to register any
              of the securities sold hereunder";

       (j)    The first  paragraph  of  paragraph  4.01 (dd),  (and for  greater
              certainty,  this excludes the paragraph  indented  appearing below
              the  aforesaid  paragraph)  is hereby  deleted in its entirety and
              replaced with the following:

              "Legended  Security-The  Seller  acknowledges and understands that
              the Exchangeable Shares, and if exchanged in accordance with their
              terms for  common  shares of the  Parent,  acquired  by the Seller
              shall contain the legend set forth below and shall only be removed
              by the  Parent  upon  delivery  to the  Parent  of an  opinion  by
              counsel,   reasonably   satisfactory   to  the   Parent,   that  a
              registration statement under the Securities Act is at that time in
              effect with respect to the legended security or that such security
              can  be  freely  transferred  in a  public  sale  without  such  a
              registration statement being in effect and that such transfer will




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              not  jeopardize  the  exemption or  exemptions  from  registration
              pursuant to which the Buyer issued the Exchangeable Shares";

       (k)    The word "Convertible" in the fifth last line of paragraph 5.01(j)
              is hereby deleted and replaced with the word "Exchangeable"; and

       (l)    Paragraph 5.01 (k) is hereby deleted in its entirety.

2.02   Amendments Concerning Determination and Payment of Purchase Price
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       The Asset Purchase Agreement is further amended as follows:

       (a)    Paragraph 2.01 is hereby deleted in its entirety and replaced with
              the following:

              "2.01 Purchase Price.  Subject to the terms and conditions of this
               --------------------
              Agreement  and to any  adjustments  provided  for as  provided  in
              paragraph  2.02,  the Purchase  Price payable by the Buyer and the
              Parent hereunder for the Purchased Assets shall be the fair market
              value thereof;

       (b)    Paragraph 2.03 is hereby deleted in its entirety and replaced with
              the following:

              "2.03  Satisfaction  of Purchase  Price.  Subject to the terms and
               ---------------------------------------
              conditions of this Agreement and to any  adjustments  provided for
              as provided in paragraph  2.02,  the Purchase Price payable by the
              Buyer and the Parent  hereunder for the Purchased  Assets shall be
              satisfied:

              (i)    by  delivery  of a  certified  cheque for  Eighty  Thousand
                     Dollars  (CAN  $80,000.00)  on the  Closing  Date,  payable
                     according to the Seller's direction; and

              (ii)   Seven  Hundred and Fifty  Thousand  (750,000)  Exchangeable
                     Shares,  issued in accordance with the Seller's  direction;
                     and

              (iii)  with respect to Inventories, a cash payment (the "Inventory
                     Payment"), valued by independent accountants on the Closing
                     Date  at  the  lower  of  cost  or  net  realizable   value
                     (calculated  in  accordance   with   generally   acceptance
                     accounting  principals as defined by the Canadian Institute
                     of Chartered Accountants) less one dollar ($1.00)";

       (c)    Paragraph 2.05 is hereby added as follows:

              "2.05  Allocation of Purchase  Price.  The portion of the Purchase
               ------------------------------------
              Price  attributable  to the Purchased  Assets shall be payable and
              allocated by the Parties so that the Seller's  deemed  proceeds of
              disposition  of the  Purchased  Assets shall be the greater of (i)
              the tax cost  thereof or (ii) the  aggregate of (a) the amount set
              out in paragraph  2.03(i) plus (b) the amount set out in paragraph



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              2.03(iii) plus (c) the small business loan included in the Assumed
              Liabilities, all as at the Closing Date"; and

       (d)    Paragraph 2.06 is hereby added as follows:

              "2.06  Filing of  Election.  The  Seller  and the  Buyer  agree to
               --------------------------
              jointly  elect under  Subsection  85(1) of the Act in the form, at
              the time and in the manner  required  therein that the proceeds of
              disposition  of the  Seller  and  the  cost  to the  Buyer  of the
              Purchased  Assets  is  equal  to the  greater  of (i) the tax cost
              thereof  or  (ii)  the  aggregate  of (a)  the  amount  set out in
              paragraph  2.03(i)  plus  (b)  the  amount  set  out in  paragraph
              2.03(iii) plus (c) the small business loan included in the Assumed
              Liabilities, all as at the Closing Date.

2.03   Concerning GST Election
------------------------------

       The Asset Purchase Agreement is further amended as follows:

       (a)    Paragraph 2.04 (a) is deleted and replaced with the following:

              "2.04(a)  The Seller  and the Buyer  shall  jointly  elect and the
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              Buyer will file with Canada  Customs and Revenue Agency within the
              required  time, an election under Section 167(1) of the Excise Tax
              Act (Canada), as amended, that no tax be payable in respect of the
              conveyance or transfer of the Purchased Assets hereunder".

                                   ARTICLE III
                                   -----------
                                     GENERAL
                                     -------

3.01   Counterparts
-------------------

       This  Amending  Agreement  may be  executed  by the  Parties in  separate
counterparts  each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

       IN WITNESS  WHEREOF the Parties have hereunto duly executed this Amending
       -------------------
Agreement.


                                           SWEET VALLEY FOODS INC.
                                           -----------------------


                                           Per: /s/ Tyrone Ganpaul
                                               -----------------------------
                                                    Tyrone Ganpaul


                                           Per: /s/ Leo Couprie
                                               -----------------------------
                                                    Leo Couprie





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                                           MG HOLDINGS INC.
                                           ----------------


                                           Per: /s/ Suzanne Lilly
                                               -----------------------------



                                           MONACO GROUP INC.
                                           -----------------


                                           Per: /s/ Suzanne Lilly
                                               -----------------------------










































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