EXHIBIT 4.3

             AMENDMENT TO CONSULTING AGREEMENT DATED MARCH 15, 2004


BY AND BETWEEN:

                           DONINI, INC.
                           a New Jersey corporation, duly incorporated and
                           validly existing according to law, having a
                           registered office at 4555 des Grandes Prairies Blvd.,
                           Suite 30, in the City of St. Leonard, Province of
                           Quebec, H1R 1A5, herein duly represented by Mr. Peter
                           Deros, its President, duly authorized for these
                           purposes as he so declares,

                           hereinafter referred to as the "COMPANY"

AND:

                           Terence C. Byrne of 216 Hidden Pines Drive, Panama
                           City Beach, Fl 32408

                           hereinafter referred to as the "CONSULTANT"


         WHEREAS the parties entered into a Consulting Agreement regarding the
Consultant providing services to the Company and whereas the Company has agreed
to increase the compensation to the Consultant, now therefore it is agreed as
follows:

   1.    In addition to the number of shares issued to the Consultant, the
         Company hereby agrees to issue to Consultant an additional one million
         one hundred thousand (1,100,000) shares of Common Stock.

   2.    These shares shall be issued on the following basis:
         Five hundred thousand (500,000) shares shall be issued on or before
         July 15, 2004 and (six hundred thousand (600,000) shares will be issued
         to Consultant on or before September 15, 2004.

         The Consultant shall continue to provide services to the Company as set
         forth in the Consulting Agreement and agrees to devote such time as
         required by the Company as requested by the President of the Company
         from time to time.

   3.    The Consultant shall pay to the Company the par value $(.001) of the
         Common Stock of the Company per each share issued to the Consultant,
         payment of which shall be due on or about July 15, 2004 for five
         hundred thousand (500,000) shares and on September 15, 2004 for the
         remaining six hundred thousand (600,000) shares of Stock.



   4.    The term of the Consulting Agreement shall be extended to July 15,
         2005.

   5.    In all other respects the terms of the original agreement dated March
         15, 2004 shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this
8th day of July, 2004.




DONINI INC.




Per: /s/ PETER DEROS                          /s/ TERENCE C. BYRNE
     --------------------------------         ----------------------------------
     Peter Deros, President                   Terence C. Byrne

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