AMENDMENT TO AGREEMENT

This Amendment to Agreement is made as of the sixth day of
December, 2002 between Ugomedia Interactive Corporation, a
Nevada corporation ("Ugo") and Michael W. Stapleton
("Stapleton").

1.  This Amendment amends that certain Agreement
("Agreement") made as of the second day of October, 2002
between Ugomedia Interactive Corporation, a Nevada
corporation ("Ugo") and Michael W. Stapleton ("Stapleton").

2.  Paragraph 1 payment terms are revised to read as
follows:

     $65,000.00, payable $15,000 upon execution, with a non
     interest bearing note secured by the stock sold for
     $5,000 due in 30 days after closing, and the balance
     payable as follows:  $5000 per month for ten months
     beginning 1/1/03 less any outstanding debts not
     retained by Ugo under the Agreement.

3.  The remaining terms and conditions of the Agreement
remain unchanged and in full force and effect.

The foregoing Agreement is accepted, approved and agreed to
by UgoMedia Interactive Corporation this 6th day of
December, 2002.


UGOMEDIA INTERACTIVE CORPORATION


By:


Name: Aldo Rotondi, President


Title:

The foregoing Agreement is accepted, approved and agreed to
by Stapleton this 6th day of December, 2002.


Michael Stapleton



By:


Name:   Michael Stapleton