EXHIBIT 99.2

                   FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
                   -------------------------------------------

         The undersigned acknowledge that that certain Stock Purchase Agreement
("Agreement"), by and between Larry Levinson and Novanet Media, Inc., is hereby
amended, at Paragraph 4(b), to delete the name "Brightpoint, N.A." from such
paragraph, and the Agreement is further amended to add the following to the end
of Paragraph 4(b):

                  Cyberads and its subsidiaries shall execute a document,
                  reasonably acceptable to Levinson, providing for
                  indemnification by Cyberads and its subsidiaries of Levinson
                  with respect to any and all amounts related to any
                  indebtedness which Cyberads or its subsidiaries may have to
                  Brightpoint North America, LP ("Brightpoint"), including, but
                  not limited to, all costs and expenses associated with
                  defending that certain action filed by Brightpoint, against
                  IDS Cellular, Inc. and Lawrence Levinson as personal
                  guarantor.

         Dated this 25th day of September, 2003.



                                                Novanet Media, Inc.

                                                By: /s/ KENNETH OWEN
                                                   -----------------------------
                                                   Kenneth Owen, President

                                                /s/ LARRY LEVINSON
                                                --------------------------------
                                                Larry Levinson


                                                Cyberads, Inc.

                                                By: /s/ RONALD TRAUTMAN
                                                   -----------------------------
                                                   Ronald Trautman, President