AMENDMENT
                             TO
                AGREEMENT AND PLAN OF MERGER


This  Amendment ("Amendment") to the Agreement and Plan of Merger

by  and  Lockwave,  Inc.  ("Lockwave"),  Imojo,  Inc.  ("Imojo"),

Audiomonster  Online,  Inc.  ("Audiomonster"  and  together  with

Lockwave and Imojo, the "Parties") and AMOL, Inc. dated September

25, 2000 (the "Merger Agreement")  is entered into as of this ___

day  of  January 2001.  Capitalized terms used, but not  defined,

herein  shall  have  the meaning ascribed to such  terms  in  the

Merger Agreement.



                      W I T N E S S E T H

WHEREAS,  the  Parties desire to amend the  Merger  Agreement  to

reflect  (i)  the issuance of an additional 3,000,000  shares  of

Audiomonster  Common  Stock to Imojo in  lieu  of  payment  of  a

portion  of  the Cash Portion; (ii) the revision of  the  payment

schedule  with respect to the remainder of the Cash Portion;  and

(iii)   an  increase  in the Merger Consideration  by  12,000,000

shares of Audiomonster common stock.


NOW,  THEREFORE, in consideration of the mutual agreements herein

contained and other good and valuable consideration, the  receipt

and  sufficiency  of which is hereby acknowledged,  the  Parties,

intending to be legally bound, do hereby agree as follows:



1.    Amendment to Merger Agreement.   The definition  of  Merger

Consideration set forth in the Merger Agreement is hereby amended

as  follows:   (i)  the  Share Portion is hereby  increased  from

4,500,000 shares of Audiomonster common stock ("Common Stock") to

19,500,000 shares of Common Stock (Imojo acknowledges  that  such

shares will be "restricted shares" pursuant to the Securities Act

of  1933,  as  amended and the rules and regulations  promulgated

thereunder);  (ii) the Cash Portion payable to  Imojo  is  hereby

amended  to  $2,000,000;  and (iii)  the  payment  schedule  with

respect  to  the Cash Portion payable to Imojo shall be  $250,000

payable  on or before February 1, 2001 , $250,000 payable  on  or

before March 1, 2001 $500,000 payable on or before April 1, 2001,

$500,000 payable on or before May 1, 2001 and $500,000 payable on

or  before  June 1, 2001. Any amounts paid prior to the  date  of

this Amendment shall not be included in the Cash Portion.

      Transactions with Affiliates.  Audiomonster shall terminate

or  cause  to be terminated all of Audiomonster's obligations  to

its  affiliates, including but not limited to Greg Corcoran,  and

shall ensure that all monies owed to Corcoran whether owed as  of

the  date  hereof or in the future, including but not limited  to

the obligations set forth on Schedule 2 attached hereto, shall be

forgiven in exchange for the transfer to Corcoran of all  of  the

shares  of  AudioMonster Online of British Columbia, Inc.  ("B.C.

Ltd.")  held  by  Audiomonster.  Corcoran and Audiomonster  agree

that  upon  termination  of  such obligations,  all  intellectual

property  and other assets, including but not limited  to  domain

names  leased  to  the Company by Corcoran shall without  further

action  become property of the Company.  Audiomonster  represents

and  warrants  that  other  than  the  obligations  to  Corcoran,

Audiomonster does not have any outstanding obligations to any  of

its  affiliates  or others whether or not such  obligations  have

been disclosed in Audiomonster's public filings.  Corcoran agrees

to  forgive  any  and all such obligations in  exchange  for  the

transfer  of  the  shares of B.C. Ltd. and Corcoran  also  hereby

resigns  as  a  director  and officer of  Audiomonster.   By  his

signature below, Corcoran agrees to be bound by the terms of this

Section 2.



3.    Consulting  Agreement.  Audiomonster  hereby  ratifies  and

affirms  in  all respects, the  consulting agreement  with  Corey

Morrison dated as of January 2, 2001 for the provision of certain

consulting   services  pursuant  to  which  Audiomonster   issued

3,600,000 shares of its Common Stock to Mr. Morrison pursuant  to

Audiomonster's  stock  option plan,  or  similar  plan,  for  its

employees and consultants ("Stock Option Plan"). Pursuant to such

agreement,  Audiomonster agreed to take all  necessary  corporate

action, including obtaining stockholder approval, to increase the

number  of  shares available under the Stock Option Plan  to  the

extent  necessary to accommodate the issuance  of  stock  to  Mr.

Morrison.   Audiomonster shall register  such  shares  under  the

Securities  Act on Form S-8 within forty five (45)  days  of  the

date  hereof.  If Audiomonster's existing Stock Option Plan  does

not  permit the issuance of such shares to Mr. Morrison  for  any

reason,   Audiomonster  shall  take  all   steps   necessary   or

appropriate to amend the Stock Option Plan to permit the issuance

of  shares to Mr. Morrison in accordance with the terms  of  this

Section 3.

4.    Change of Name.  As soon as practicable after the execution

of this Agreement, Audiomonster shall take all steps necessary or

appropriate  to  change its name to Lockwave,  Inc.,  subject  to

stockholder approval.

5.    Entire  Agreement.  Except as specifically amended  by  the

terms  of this Amendment, the terms of the Merger Agreement shall

remain in full force and effect.

6.    Governing  Law.   This  Amendment  shall  be  construed  in

accordance  with the laws of the State of New York as applied  to

contracts  that are executed and performed entirely in New  York.

The  parties  hereto (including Corcoran) agree that any  action,

suit,  arbitration or other proceeding arising out of or  related

to this Amendment shall be brought, maintained and conducted only

in  New  York,  and  each party hereby irrevocably  consents  and

submits  to  the personal jurisdition of an venue in  the  United

States  District Court for the Eastern District of New  York  and

the  New York State Courts located in Nassau County, New York  in

any such proceeding.

7.   Counterparts.  This Amendment may be executed in one or

more  counterparts, each of which shall be an original,  but

all  of  which  together shall constitute one and  the  same

instrument.



     IN  WITNESS WHEREOF, the undersigned have hereunto  set

their  hands  to  this Amendment on the day and  year  first

above written.



                              LOCKWAVE, INC.



                              By:___________________________
                              ______
                                 Name:
                                 Title:


                              AUDIOMONSTER ONLINE, INC.



                              By:___________________________
                              ______
                                 Name:
                                 Title:


                              IMOJO, INC.


                              By:___________________________
                              ______
                                 Name:
                                 Title:
Agreed and Accepted
With respect to Sections 2 and 6:



____________________________________
GREG CORCORAN