AMENDMENT NO. 2

                               TO

                     THAT CERTAIN AGREEMENT

                             BETWEEN

                       BARRETT N. WISSMAN

                               AND

                       NOVO NETWORKS, INC.

                       DATED APRIL 4, 2000

          This Amendment No. 2 (this "Amendment") is made and
entered into as of January 31, 2003, between Novo Networks, Inc.,
formerly known as eVentures Group, Inc., a Delaware corporation
(the "Company"), and Barrett N. Wissman ("Wissman").

                      W I T N E S S E T H:

          WHEREAS, the Company and Wissman entered into an
agreement as of April 4, 2000, which was amended as of January
10, 2001 (the "Agreement");

          WHEREAS, the Company and Wissman desire to change the
nature and terms of the Agreement as set forth in this Amendment;
and

          WHEREAS, the capitalized terms used herein without
definition shall have the meaning assigned to such terms in the
Agreement.

          NOW, THEREFORE, in consideration of the premises and
the mutual covenants and obligations hereinafter set forth, the
parties agree as follows:

1.   Amendment to the Agreement.  Effective as of December 31,
     2002 (the "Effective Date"), the following amendments are
     made to the Agreement:

     (a)  Position.  The position of Wissman shall no longer
          be that of President, but shall instead be that of
          Chairman of the Board of Directors (the "Board"), a non-
          employee position.  Wissman shall report directly to
          the Board.

     (b)  Status as Independent Contractor.  Wissman shall
          function as an independent contractor and shall no
          longer be an employee of the Company.  As such, Wissman
          shall no longer be entitled to any of the benefits
          historically provided by the Company solely as a result
          of Wissman's status as an employee, except that Wissman
          shall be permitted to remain on the Company's health
          insurance plan. Wissman, among other things, shall
          remain involved in the strategic direction and
          development of the Company, shall perform such duties
          as may be necessary or appropriate as Chairman of the
          Board, and shall engage in such other activities as may
          reasonably be requested, from time-to-time, by the
          Board. However, Wissman shall not be required by the
          Board to devote substantially all of Wissman's business
          time to the performance of functions for the Company
          under the Agreement.

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     (c)  Compensation. The compensation of Wissman under
          the Agreement shall consist solely of an annual fee
          equal to one hundred thousand dollars ($100,000),
          payable by the Company to Wissman in equal monthly
          installments and shall be accounted for by the Company
          as Form 1099 compensation.

     (d)  Term. The term of Wissman's service as Chairman of
          the Board under the Agreement shall be expressly at-
          will, and may be terminated by either Wissman or the
          Board, upon the delivery by either party of thirty (30)
          days prior written notice to the other party.

2.   Further Amendments. The Company and Wissman hereby
     acknowledge that, to the extent that any provisions
     contained in the Agreement or any other agreements between
     the Company and Wissman not specifically mentioned herein
     shall be inconsistent with any provisions contained in this
     Amendment, the intent of this Amendment is to provide that
     the Agreement or other agreements be amended to be
     consistent with this Amendment and that this Amendment shall
     control and such inconsistent provisions shall be deemed
     modified by this Amendment. Further, each of the Company and
     Wissman agrees to provide further assurances that, upon
     request, any additional document or agreement to give effect
     to the foregoing modifications to the Agreement will be
     executed.

3.   Assignment.  This Amendment shall not be assignable by
     either Wissman or the Company.

4.   Governing Law.  This Amendment and the Agreement shall be
     governed by and construed in accordance with the laws of the
     State of Texas and without reference to principles of
     conflict of laws.

5.   Miscellaneous.  The provisions of this Amendment shall
     survive the termination of Wissman's services with the
     Company.  This Amendment and the Agreement contain the
     entire agreement of the parties relating to the subject
     matter hereof.  This Amendment and the Agreement supersede
     any prior written or oral agreements or understandings
     between the parties relating to the subject matter hereof.
     No modification or amendment of this Amendment shall be
     valid unless in writing and signed by or on behalf of the
     parties hereto.  A waiver of the breach of any term or
     condition of this Amendment shall not be deemed to
     constitute a waiver of any subsequent breach of the same or
     any other term or condition.  This Amendment is intended to
     be performed in accordance with, and only to the extent
     permitted by, all applicable laws, ordinances, rules and
     regulations.  If any provision of this Amendment, or the
     application thereof to any person or circumstance, shall,
     for any reason and to any extent, be held invalid or
     unenforceable, such invalidity and unenforceability shall
     not affect the remaining provisions hereof and the
     application of such provisions to other persons or
     circumstances, all of which shall be enforced to the
     greatest extent permitted by law. The titles and headings in
     this Amendment and the Agreement are inserted for
     convenience or reference only and shall not be a part of or
     control or affect the meaning of any provision hereof.


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6.   Counterparts.  This Amendment may be executed by facsimile
     signature and in counterparts, each of which shall be deemed
     an original, but all of which together shall constitute one
     and the same instrument.

                    [Signature Page Follows]









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     IN WITNESS WHEREOF, the parties have duly executed and
delivered this Amendment as of the date first written above.




                      NOVO NETWORKS, INC.,
                      By Order of the Board of Directors




                      By:  /s/ STEVEN W. CAPLE
                         -----------------------------------
                           Steven W. Caple
                         President





                           /s/  BARRETT N. WISSMAN
                         ------------------------------------
                         Barrett N. Wissman