EXHIBIT 10.3



AMENDED AND RESTATED CONSULTING AGREEMENT

THIS AGREEMENT made as of the 1st day of July, 2002.

B E T W E E N:

PERRY N. MALONE, a businessman in the Province of Ontario

(the "Malone")

- and –



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

(the "Consultant")

- and –



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

(the "Company")

WHEREAS the Consultant entered into a consulting
agreement with the Company made as of the first day of January 2000, (the "Original
Agreement"), which was amended in July 2001;

AND WHEREAS the Consultant and the Company wish to amend
and restate the Original Agreement and such amended terms are set out in the
letter attached in Schedule "B" hereto;

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

ARTICLE 2

APPOINTMENT AND SERVICES OF THE CONSULTANT

2.1           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.

2.2           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.

2.3          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 fulfill 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.

2.4          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 board of
directors of the Company to fulfill his duties, obligations or responsibilities
arising under this Agreement.

ARTICLE 3REMUNERATION AND REIMBURSEMENT OF THE CONSULTANT

3.1          Consulting Fee

(a)              In consideration of the services rendered and expenses to
be incurred hereunder, the Consultant will receive from the Company a consulting
fee of Twelve Thousand Five Hundred Dollars ($12,500), 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:

| | (iii) | 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                   
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                        
| | (iv)  | 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.





ARTICLE 4CONFIDENTIALITY AND NON-COMPETITION

4.1          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 authorized 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.

4.2 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 endeavor 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.

4.3 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.

Article 5TERM AND TERMINATION

5.1 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, 2002 (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 one (1) year 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.

5.2 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)                   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
honor 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, willfulness application or other
fraudulent or dishonest acts; and

(f)                   the failure of the Consultant to obey reasonable
instructions from an authorized 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.

Article 6OTHER PROVISIONS

6.1 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 of 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 two times the Consultant's current yearly consulting fees being paid by
the Company 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.



Article 7GENERAL CONTRACT PROVISIONS

7.1 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.

7.2 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.

7.3 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.

7.4 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.

7.5 Governing Law

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

7.6 Time of the Essence

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

7.7 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.





|        |                                     
|------- | ------------------------------------
|Witness | Perry N. Malone                     
|        | PERICOM SYSTEMS CORPORATION         
|        |                                     
|Per:    |                                     
|        | I have authority to bind the Company
|        |                                     
|        |                                     
|        | DOT COM ENTERTAINMENT GROUP, INC.   
|        |                                     
|Per:    |                                     
|        | I have authority to bind the Company



SCHEDULE "A"

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                                           
|  |                                                                                                                                                                      
|• | To 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







SCHEDULE "B"



July 19, 2002

Mr. Perry Malone

Pericom Systems Corporation

1048 Cedargrove Dr.

Oakville, Ontario

L6J 2C1



Dear Perry:



Re: Amendments to Consulting Agreement

Further to our compensation committee meeting dated July 16, 2002, I wish to
confirm the Committee's approval of the following amendments to your current
consulting agreement, which are to be effective immediately:

|8.  | The term of the consulting agreement shall be changed to expire on
      December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.  | Should dot com Entertainment Group, Inc. terminate our consulting
      arrangement with you for any reason, you shall have up to twelve (12)
      months from the date of such termination to exercise any stock options
      issued and outstanding to you.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10. | dot com Entertainment Group, Inc. or its subsidiary corporations agree
      to cause to be paid directly to the insurer all premiums associated with
      Commerical Union Life Insurance Policy 1213108, in accordance with the
      requirements of that policy. Should you no longer be part of our company,
      we agree to assign such policy to you prior to your departure. Should we
      terminate your consulting agreement, we agree to pay directly to the
      insurer, in advance of each month, the cost of such premiums for a period
      of two (2) years from the date of such termination.                                                                                                                                                                                                                                                                                  
|11. | dot com Entertainment Group, Inc. or its subsidiary corporations agree
      to cause to be paid directly to the insurer all premiums associated with
      term life insurance policy, with a minimum of $1,000,000 coverage and with
      the beneficiary of that policy being Linda Malone or her issue. Should we
      terminate your consulting agreement, we agree to directly to the insurer ,
      in advance of each month, the cost of such premiums for a period of two
      (2) years from the date of such termination.                                                                                                                                                                                                                                                                                                                                                                
|12. | dot com Entertainment Group, Inc. or its subsidiary corporations agree
      to cover your automobile expenses, up to $1,000.00 per month, upon your
      provision of proper invoices in support of such expenses. Should we
      terminate your consulting agreement, we agree to pay to you, in advance of
      each month, the cost of such premiums for a period of two (2) years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|13. | Non-Solicitation and Non Competition: Should this agreement be
      terminated or should it expire, you will agree not to solicit and/or
      compete with dot com Entertainment Group, Inc. or its subsidiary
      corporations for a period of two (2) years from the date thereof. In
      consideration of your non-solicitation and non-compete (as they are
      defined in your current consulting agreement), we will agree to pay to you
      over the next 24 months, in advance and in equal monthly payments, two
      times your then current consulting fees plus two times any bonuses paid to
      you in most recently completed fiscal year. You will agree not to compete
      with us either directly or indirectly, either in your capacity as the
      President of your consulting company (including any affiliate company to
      you) or in your personal capacity.
|    | Change in Control: Should a third party acquire, either directly or
      indirectly, more than 51% of our shares and/or a majority of the seats on
      our board, or we enter into a transaction or arrangement which has the
      same effect as the above, should you be terminated as a Consultant as a
      result of such change in control, we agree to pay to you over the next 24
      months, in advance and in equal monthly payments, two times your then
      current consulting fees plus two times any bonuses paid to you in most
      recently completed fiscal year.                                                                                                                                                                                                                                                                                                           

We are pleased to offer the above to you. Please feel free to contact me
should you have any questions.

Most sincerely,

John Reilly

Chairman – Compensation Committee

and Director