THIS AGREEMENT made as of the 1st day of January, 2000.

B E T W E E N:

PERICOM  SYSTEMS  CORPORATION,  a  corporation  incorporated  pursuant to the laws of the  Province of
Ontario





DOT COM ENTERTAINMENT GROUP, INC., a company incorporated under the laws of the State of Florida





WHEREAS the Consultant has been retained by the Company since the date first above
written to perform certain consulting and other services on its behalf and the
Company;

AND WHEREAS the Consultant and the Company wish to enter into this Agreement to
put in writing their verbal agreement which has been in place since the date
first above written;

AND WHEREASthe parties agree that any prior consulting or employment agreements
entered into prior to the date first above written between the Consultant and
the Company or any associates or affiliates thereof are deemed to be terminated and replaced by this Agreement;

NOW THEREFORE, in consideration of the mutual covenants herein contained and for
other good and valuable consideration, the parties hereby agree as follows:



1.1    Appointment

The Company hereby agrees to retain the services of the Consultant and the
Consultant agrees to be so retained, on and subject to the terms and conditions
herein contained.

1.2  Scope of Duties

The Consultant agrees that the obligations herein before contemplated shall be
effected by the Consultant through the providing to the Company by the
Consultant of the services of the Consultants President, Perry N. Malone.
As used in this Agreement, any references to the service to be provided by the
Consultant shall be deemed to be a referenced as to the services of the
Consultant through the providing of the services of Perry N. Malone.

During the term of this Agreement, subject to the overall authority of the board of
directors of the Company, the Consultant shall have the title of Chief
Technology Officer with such responsibilities as are customarily undertaken by a
Chief Technology Officer of a company similar to the Company including, without
limitation, directing, supervising and executing all corporate governance
functions as the most senior responsible executive officer reporting to the
board of directors, as more particularly described in Schedule A
attached hereto.

As a member of the senior management of the Company, the Consultant agrees to do,
and shall do, all that a reasonable and prudent businessman would reasonably be
expected to do in comparable circumstances to ensure that the business and
affairs of the Company are properly operated, monitored, attended to, conducted
and managed, in each case, in accordance with sound first-class business and
commercial practices.

1.3  Time and Attention

During the term of this Agreement, the Consultant shall devote such of his working time
and attention to the business and affairs of the Company as may be necessary to
fulfil his duties hereunder. Notwithstanding the foregoing, nothing in this
Agreement shall be construed so as to deem to restrict in any way the freedom of
the Consultant to conduct any other business or activity for his individual
profit provided that the Consultant shall not provide his services to any
person, firm or corporation engaged in any business competitive with that, from
time to time, carried on by the Company.

1.4  Location

The Consultant shall provide his services to the Company at its head office in
Oakville, Ontario and subject to the prior approval of the board of directors,
may provide services from an office deemed appropriate by the Consultant,
provided that the Consultant will attend at the head office of the Company in
Oakville, Ontario when reasonably required by the President or board of
directors of the Company to fulfill his duties, obligations or responsibilities
arising under this Agreement.



2.1  Consulting Fee

(a)  Since the date first above written, in consideration of the services rendered and
expenses to be incurred hereunder, the Consultant has received from the Company
a consulting fee of Ten Thousand Dollars ($10,000), payable monthly. During the
Term, the monthly fee may increase to a level to be determined by the
compensation committee of the Company. All amounts listed in this Article 2 are
based in United States dollars.

(b)  Subject to the provisions of the stock option plan and if approved by the compensation
committee of the Company, in its sole discretion, the Company will grant to the
Consultant the option to purchase additional shares of the Company, for each
calendar year the Consultant serves the Company. The price of the options will
be set at the lowest possible price available to the Company at the time of the
grant.

(c)  The Company will provide a full benefit plan for the Consultant and his family.
These benefits will include, but not be limited to medical, dental, short-term
disability, eyewear, and chiropractic expenses.

(d)  The Company will reimburse the Consultant for all reasonable expenses incurred by
the Consultant on behalf of the Company or for Company business in accordance
with the Companys policies and procedures guideline, as may be amended
from time to time and the Consultant confirms he has been provided with a copy
of such guideline.

(e)  The Consultant shall be eligible to receive bonuses, when and if so determined by
the compensation committee of the Company.

(f)  For greater certainty, it is agreed between the parties hereto that:

(i)  the remuneration and benefits outlined in Article 2 of this Agreement is an
exhaustive list of all of the (and the only) compensation which the Consultant
is entitled to receive in consideration for his performing the duties,
obligations and responsibilities agreed to be performed by him pursuant to this
Agreement; and

(ii)  the Company shall cease to have any obligation to provide the benefits and other
matters referred to in Article 2 of this Agreement in respect of any period
subsequent to the expiration or other termination of the Consultants
engagement by the Corporation for any reason or cause whatsoever, unless
specifically stated to the contrary herein.



1.1     Confidentiality

The Consultant acknowledges that, in the course of carrying out his duties
hereunder, he will have access to and will be entrusted with confidential
information and trade secrets regarding the present and contemplated services,
processes, techniques, procedures, products, lines of merchandise, suppliers and
customers of the Company, the disclosure of any of which would be highly
detrimental to the best interests of the Company. The Consultant, therefore,
covenants and agrees with the Company that all such confidential records,
material and information and all trade secrets concerning the business and
affairs of the Company obtained by the Consultant in the course of performing
his duties hereunder shall remain the exclusive property of the Company.
Further, during the term of this Agreement or at any time thereafter, the
Consultant shall not divulge the contents of such confidential records or any
such confidential information or trade secrets to any person, firm or
corporation other than the Companys authorised employees and the
Consultant shall not, following the termination of this Agreement for any
reason, use the contents of such confidential records or such confidential
information or trade secrets for any purpose whatsoever.

1.2  Non-Solicitation

The Consultant hereby agrees that he will not at any time during the term of this
Agreement and for a period of one (1) year thereafter, divulge to any person,
firm or corporation the name of any customer of the Company or solicit,
interfere with or endeavour to entice away from the Company any customer or any
person, firm or corporation in the habit of dealing with the Company or
interfere with or entice away any other employee of the Company and the Company
may apply for and have an injunction restraining breach or threatened breach of
the covenants herein contained.

1.3  Non-Competition

The Consultant covenants and agrees with the Company that he will not, during the
term of this Agreement or for a period of one (1) year thereafter (without the
prior written consent of the Company), directly or indirectly, in any manner
whatsoever, either individually or in partnership or jointly or in conjunction
with any other person or persons, firm or corporation, as principal, agent,
employee or in any other manner, carry on or be engaged in or concerned with any
business in direct competition with that of the business, from time to time,
carried on by the Company.



2.1  Term

This Agreement shall be effective from the date first above written and shall
continue in full force and effect up to and including December 31, 2003 (the
Original Term) unless sooner terminated in accordance with the
provisions of Section 4.2; provided that notwithstanding the foregoing, upon the
expiry of the Original Term, this Agreement shall be automatically renewed for
an unlimited number of terms of two (2) years each, unless, at least ninety (90)
days prior to the expiration of the Original Term or any renewal term, notice of
intention to terminate this Agreement is given in writing by the Company to the
Consultant or by the Consultant to the Company.

2.2  Termination for Cause

The Company may terminate this Agreement at any time for cause, effective
immediately, by written notice of termination to the Consultant setting forth
the basis for termination and without payment or any compensation either by way
of anticipated earnings or damages of any kind. For the purposes of this section
the term cause shall include, without limitation:

(a)  repeated and demonstrated failure on the part of the Consultant to perform the
material duties of the Consultants services in a competent manner and the
failure of the Consultant to substantially remedy such failure within a
reasonable period of time after receiving written notice of such failure from
the Company;

(b)  conduct involving fraud, dishonesty, material violation of the Companys policies
and procedures or material non-compliance with the terms of this Agreement;

(c)  the Consultant or any member of his Company or family receiving any personal profit
arising out of or in connection with a transaction to which the Company is a
party or with which the Company is associated without making disclosure to or
obtaining the prior written consent of the Company;

(d)  the failure by the  Consultant  to honour his  fiduciary  duties to the Company,  including the duty to act in the
best interests of the Company;

(e)  the existence of circumstances which would justify the laying of a charge against
the Consultant with respect to larceny, theft, embezzlement, forgery,
misappropriation, wilfulness application or other fraudulent or dishonest acts;
and

(f)  the failure of the Consultant to obey reasonable instructions from an authorised
representative of the Company that are consistent with the Consultants
offered services and not remedied by the Consultant within a reasonable period
of time after receiving written notice of such disobedience.



3.1  Buy-Out Provision

Should more than 50% of the shares of the Company be purchased by an arms-length party
(change in control) at any time during the Original Term or any
renewal thereof and as a result of or after such change in control this
Agreement is terminated prior to its expiry, subject only to the Consultant
waiving this provision, the Company shall pay to the Consultant a sum equal to
FIVE HUNDRED THOUSAND ($500,000) DOLLARS, in United States funds. Benefits
described in Section 2.1(c) above will continue for six (6) months from the date
of the change in control, subject to the approval of the Companys
insurance carrier.



4.1  Independent Contractor

The parties acknowledge and agree that the Consultant is acting as an independent
contractor in carrying out his obligations pursuant to the terms of this
Agreement and it is acknowledged and agreed that any employees or agents of the
Consultant shall be deemed or construed to be acting in such capacity and not as
employees or agents of the Company. The Consultant shall be solely liable for
all acts of his employees and agents and responsible for all payments and
withholdings in connection therewith.

4.2  Severability

In the event that any provision herein or part thereof shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts
thereof shall be and remain in full force and effect. If, in any judicial
proceeding, any provision of this Agreement is found to be so broad as to be
unenforceable, it is hereby agreed that such provision shall be interpreted to
be only so broad as to be enforceable.

4.3  Notices

All notices, requests, demands or other communications by the terms hereof required
or permitted to be given by one party to another shall be given in writing by
personal delivery or by registered mail, postage prepaid, addressed to such
other party or delivered to such other party at such address as may be given by
any of them to the others in writing from time to time and such notices,
requests, demands or other communications shall be deemed to have been received
when delivered, or, if mailed, five (5) business days following the date of
mailing thereof; provided that if any such notice, request, demand or other
communication shall have been mailed and if regular mail service shall be
interrupted by strikes or other irregularities, such notices, requests, demands
or other communications shall be deemed to have been received five (5) business
days following the resumption of normal mail service.

4.4  Entire Agreement

This Agreement constitutes and expresses the whole Agreement of the parties hereto
with reference to the provision by the Consultant of his services to the Company
and all other matters herein provided. All promises, representations, collateral
agreements and understandings relative thereto not incorporated herein are
hereby superseded and cancelled by this Agreement.

4.5  Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario.

4.6  Time of the Essence

Time shall be of the essence of this Agreement and of every part hereof.

4.7  Assignment, Binding Effect

Subject to the provisions of Article 5, this Agreement is personal to the Consultant and
may not be assigned by him without the prior written consent of the Company.
Subject to the foregoing, this Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the date first above written.

`PERICOM SYSTEMS CORPORATION


                                     Per:
                                           I have authority to bind the Company


                                     DOT COM ENTERTAINMENT
                                       GROUP, INC.


                                     Per:
                                           I have authority to bind the Company`



Responsibilities of the Consultant

 To assist the board of directors in the execution,  development  and  implementation  of new  information  technology
systems for the Company

 To provide operational supervision for client projects and client-server systems development

 To provide technical analysis and strategic direction in technical development to
Company management and executive teams assist the Company in the development of new business through the identification
of new technology solutions and opportunities for existing and future clients

 To assist the company sell, license and manage technology solutions to clients

 To assist in the management of the Companys affairs as they pertain to
information technology development, operations, sales and marketing