Filed by Automated Filing Services Inc. (604) 609-0244 - ActionView International, Inc. - Exhibit 10.2







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 8th 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:	RICK MARI, businessman, having an office at
        #210 – 2323 Quebec Street in the City Of Vancouver in the Province
        of British Columbia V5T 3A3 

	 	 
	 	(“Mari”)
	 	 
	AND: 	CHRIS STRINGER, businessman, having an office at #210 – 2323
      Quebec Street in the City of Vancouver in the Province of British Columbia
      V5T 3A3 
	 	 
	 	(“Stringer”) 


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 Rick Mari is to receive
      as a Principal are agreed to be 4,948,450;
	 	 	 
	 	4.	The number of Exchangeable Shares Christopher Stringer 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/ Rick Mari

  __________________________________________

  Authorized Signatory 


ACTIONVIEW ADVERTISING SYSTEMS, INC. 


 /s/ Christopher Stringer

  __________________________________________

  Authorized Signatory  


THE SHAREHOLDERS OF ACTIONVIEW ADVERTISING SYSTEMS, INC. 


	RICK MARI	 	ADRIENNE STRINGER
	 	 	 
	/s/
      Rick Mari	 	/s/ Adrienne
      Stringer
	 	 	 
	CHRIS STRINGER	 	GORDON MCDOUGALL
	 	 	 
	/s/
      Chris Stringer	 	/s/
      Gordon McDougall


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	DICK YAMAMOTO	   	DEBORAH FERGUSON
	 	 	 
	/s/
      Dick Yamamoto	 	/s/ Deborah
      Ferguson
	 	 	 
	FRANCES SMITH	 	GREG MCARTHUR
	 	 	 
	/s/
      Frances Smith	 	/s/ Greg
      McArthur
	 	 	 
	ROD BARTLETT	 	 
	 	 	 
	/s/
      Rod Bartlett	 	 
	 	 	 
	THE PRINCIPALS	 	 
	 	 	 
	/s/
      Rick Mari	 	/s/ Chris
      Stringer
	RICK MARI	 	CHRIS STRINGER
	 	 	 
	/s/
      D. Bruce Horton	 	 
	6126421 CANADA LTD.	 	 
	 	 	 
	/s/
      Christopher D. Farber	 	 
	CD FARBER LAW CORPORATION	 	 
	(as Trustee only)	 	 


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