AGREEMENT

This Agreement is made as of the second day of October, 2002
between Ugomedia Interactive Corporation, a Nevada
corporation ("Ugo") and Deborah Stapleton ("Stapleton").

1.  Ugo will purchase 500,000 issued and outstanding shares
of Ugo, constituting all shares of Ugo owned by Stapleton,
from Stapleton for an aggregate of $1.00.

At closing, all shares being purchased hereunder and from
Michael Stapleton pursuant to an agreement of even date
herewith will be transferred to the account of Stephen and
Kathryn Brock at Schwab, Account Number 21407540, to be
returned to treasury and cancelled by Ugo.

Stapleton owns this stock free and clear of all liens,
claims or encumbrances and has the full right and power to
sell this stock back to Ugo as contemplated in this
Agreement.

2.  Prior to closing, Stapleton shall resign as an officer
and director of Ugo.

3.   This  Agreement shall be governed by and construed  and
accordance  with  the  laws of the  State  of  Nevada,  both
substantive   and   remedial.   This  Agreement   shall   be
enforceable in accordance with its terms and be binding upon
and  shall  inure to the benefit of the parties  hereto  and
their   respective   successors,  assigns,   executors   and
administrators, but this Agreement and the respective rights
and  obligations  of  the  parties hereunder  shall  not  be
assignable  by  any party hereto without the  prior  written
consent of the other.  This Agreement represents the  entire
understanding and agreement between the parties hereto  with
respect  to the subject matter hereof; supersedes all  prior
negotiations,  letters and understandings  relating  to  the
subject  matter hereof; and cannot be amended,  supplemented
or modified except by an instrument in writing signed by the
party  against  whom  enforcement  of  any  such  amendment,
supplement or modification is sought.  In the event  of  any
litigation  between  the parties to this Agreement  relating
to,  or arising out of, this Agreement, the prevailing party
shall be entitled to an award of reasonable attorney's  fees
and  costs,  trial  and appellate levels.   The  failure  or
finding  of  invalidity of any provision of  this  Agreement
shall  in  no manner affect the right to enforce  the  other
provisions  of  same, and the waiver by  any  party  of  any
breach  of  any  provision of this Agreement  shall  not  be
construed  to  be a waiver by such party of  any  subsequent
breach of any other provision.

4.  Approval

At such appropriate time as permitted by law, the Parties
will immediately take the appropriate and necessary
corporate action to authorize the Agreement and take
whatever corporate action deemed necessary in order to carry
out the transactions anticipated hereby.

5.  Indemnification

Stapleton will agree to indemnify and hold harmless UgoMedia
with respect to all losses arising out of any breach of any
representation, warranty or covenant of Stapleton made
pursuant to the Agreement.  UgoMedia will agree to indemnify
and hold harmless Stapleton with respect to all losses
arising out of any breach of any representation, warranty or
covenant of UgoMedia made pursuant to the Agreement.

6.  Termination

This Agreement may be terminated only by the mutual written
consent of the Parties hereto and may be extended only upon
the mutual written consent of the Parties.

7.  Assignability

This Agreement shall not be assignable or transferable by
either Party.

8.  Governing Laws

 The validity and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of the
State of Nevada. The parties to this Agreement agree that
any litigation arising out of the terms of the proposed
Merger set forth herein shall be commenced in courts located
in the State of Nevada, Clark County.  All parties consent
to the exclusive jurisdiction and venue of the federal and
state courts located in Clark County with respect to any
action arising under this Agreement.

9.  Amendment

This Agreement shall be amended only with the written
consent of the Parties.

10.  Counterparts

This Agreement may be executed in multiple counterparts by
original or facsimile signature, and each such counterpart
shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.

11.  Brokers' or Finders' Fees

Each Party shall indemnify and hold the other Party harmless
from any claim for brokerage or finders' fees arising out
the transactions contemplated hereby by any person claiming
to have been engaged by either Party.

12. Expenses

Except as provided herein, each of Stapleton and UgoMedia,
and their shareholders, respectively, shall bear its own
expenses in connection with the preparation for the
consummation of the transaction contemplated by this
Agreement.

13.  Contemporaneous Closing

This Agreement shall close contemporaneously with that
certain Agreement between Ugo and Stephen Brock or assigns
and Aldo Rotondi dated October 2, 2002 attached hereto as
Schedule E with that certain Agreement between Ugo and
Michael Stapleton dated October 2, 2002 attached hereto as
Schedule F.  If those agreements do not close, no party to
this Agreement shall close this Agreement until such
closings occur or have any liability to the other party as a
result thereof.

The foregoing Agreement is accepted, approved and agreed to
by UgoMedia Interactive Corporation this 2d day of October,
2002.


UGOMEDIA INTERACTIVE CORPORATION


By: /s/ Michael Stapleton
   -----------------------


Name: Michael Stapleton, President


Title:

The foregoing Agreement is accepted, approved and agreed to
by Stapleton this 2d day of October, 2002.


Deborah Stapleton



By: /s/ Deborah Stapleton
   -------------------------


Name:   Deborah Stapleton