Exhibit 10.3

                              CONSULTING AGREEMENT

       This Consulting Agreement (the "Agreement") is entered into this 31st day
of October 2001 is by and amongst PHON-NET. COM, INC. (the "Company") and
Grahame Entwistle (The "Consultant").
       WHEREAS, Consultant has agreed to serve as the Company's chief technical
officer; and
       WHEREAS, the Company desires to retain the Consultant subject to the
terms of this Agreement;
       NOW THEREFORE,  in consideration  of the mutual covenants  contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
       1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement for a term commencing on execution of
this Agreement and terminating October 31, 2002.
       2. Consultant shall assist the Company with developing and implementing
various aspects of its information technology network and development.
Consultant shall also assist with development of the Company's telecommunication
projects. Consultant will be available on an "As Needed" basis.
       3. In consideration of the services to be provided, Consultant shall
receive as compensation for services rendered a total of 250,000 shares of the
Company's common stock.
       4. The Company will register these shares pursuant to a registration
statement on Form S-8.
       5. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
       6. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Alberta courts with venue in Calgary, Alberta. In the
event of any breach of this Agreement, the prevailing party shall be entitled to
recover all costs including reasonable attorney's fees.
       7. This Agreement may be executed in any number of counterparts, each of
which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
       IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.

       CONSULTANT:                               COMPANY:
                                                 PHON-NET.COM, INC.

       /s/Grahame Entwistle                      /s/ Todd Violette
       --------------------                      ------------------
       Grahame Entwistle                         Todd Violette, pres