AMENDMENT TO AGREEMENT DATED SEPTEMBER 8, 2003

EXHIBIT 10.2:

AMENDMENT TO AGREEMENT DATED SEPTEMBER 8, 2003

THIS AMENDMENT TO THE SHARE EXCHANGE AND SHARE PURCHASE AGREEMENT is dated for reference the 8^th day of September, 2003.

AMONG:	ACQUISITION MEDIA, INC. a corporation incorporated under the laws of the State of Nevada,
	(the “Parent”)
AND:	6126421 CANADA LTD., a corporation incorporated under the laws of the Dominion of Canada (the “Purchaser”)
AND:	ACTIONVIEW ADVERTISING SYSTEMS, INC. a corporation incorporated under the laws of the Province of British Columbia (the "Corporation")
AND:	ALL OF THE SHAREHOLDERS OF THE CORPORATION
AND:	XXXX XXXX, businessman, having an office at #210 – 0000 Xxxxxx Xxxxxx in the City Of Vancouver in the Province of British Columbia V5T 3A3
	(“Mari”)
AND:	XXXXX XXXXXXXX, businessman, having an office at #210 – 0000 Xxxxxx Xxxxxx in the City of Vancouver in the Province of British Columbia V5T 3A3
	(“Xxxxxxxx”)

THE UNDERSIGNED PARTIES HEREBY AGREE THAT THE AGREEMENT IS AMENDED AS FOLLOWS:

	1.	The references in the Agreement to 8,750,000 Exchangeable Shares are removed and are replaced with references to 8,422,675 Exchangeable Shares;
	2.	The references in the Agreement to 7,750,000 Exchangeable Shares are removed and are replaced with references to 7,422,675 Exchangeable Shares;

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	3.	The number of Exchangeable Shares Xxxx Xxxx is to receive as a Principal are agreed to be 4,948,450;
	4.	The number of Exchangeable Shares Xxxxxxxxxxx Xxxxxxxx is to receive as a Principal are agreed to be 2,474,225;
	5.	The number of Exchangeable Shares which the Shareholders of ActionView Advertising Systems, Inc are to receive remains the same at 1,000,000; and
	6.	The Schedules to the Agreement are agreed to be amended in accordance with 1-5 above, mutatis mutandis.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ACQUISITION MEDIA, INC.

/s/ Xxxx Xxxx
__________________________________________
Authorized Signatory

ACTIONVIEW ADVERTISING SYSTEMS, INC.

/s/ Xxxxxxxxxxx Xxxxxxxx
__________________________________________
Authorized Signatory

THE SHAREHOLDERS OF ACTIONVIEW ADVERTISING SYSTEMS, INC.

XXXX XXXX		XXXXXXXX XXXXXXXX
/s/ Xxxx Xxxx		/s/ Xxxxxxxx Xxxxxxxx
XXXXX XXXXXXXX		XXXXXX XXXXXXXXX
/s/ Xxxxx Xxxxxxxx		/s/ Xxxxxx XxXxxxxxx

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XXXX XXXXXXXX		XXXXXXX XXXXXXXX
/s/ Xxxx Xxxxxxxx		/s/ Xxxxxxx Xxxxxxxx
XXXXXXX XXXXX		XXXX XXXXXXXX
/s/ Xxxxxxx Xxxxx		/s/ Xxxx XxXxxxxx
XXX XXXXXXXX
/s/ Xxx Xxxxxxxx
THE PRINCIPALS
/s/ Xxxx Xxxx		/s/ Xxxxx Xxxxxxxx
XXXX XXXX		XXXXX XXXXXXXX
/s/ D. Xxxxx Xxxxxx
6126421 CANADA LTD.
/s/ Xxxxxxxxxxx X. Xxxxxx
XX XXXXXX LAW CORPORATION
(as Trustee only)

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