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                                                                   EXHIBIT 10.69


                      AMENDMENT TO ASSET PURCHASE AGREEMENT

        This Amendment to Asset Purchase Agreement (this "Amendment") is made as
of this 8th day of April, 2002 by and between FFM Acquisition Corp., a
California corporation ("Buyer"), Fast Forward Marketing, Inc., a California
corporation ("Seller"), Intervisual Books, Inc., a California corporation and
Kanakaris Wireless, a Nevada corporation.

        All capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to them in the Agreement (as defined below).

                                    RECITALS:

        WHEREAS, the parties hereto have entered into an Asset Purchase
Agreement dated March 29, 2002 (the "Agreement") with respect to the purchase
and sale of substantially all of the assets of Fast Forward Marketing, Inc.;

        WHEREAS, pursuant to Section 2.4 of the Agreement, Buyer and Seller are
to jointly select an Escrow Agent and at Closing are to enter into an Escrow
Agreement establishing a Joint Account account into which the Closing
Receivables are to be deposited until the Joint Account Termination Date and
periodically disbursed by the Escrow Agent in accordance with Section 2.4 of the
Agreement; and

        WHEREAS, the parties desire to amend the Agreement to provide for
alternative escrow arrangements.

        NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

                                  AMENDMENTS:

        1. First Amendment. Section 2.4 of the Agreement is hereby amended and
restated to read in its entirety as follows:

        "Purchase Price. Subject to the adjustment set forth in Section 2.5
        below, the purchase price for the Purchased Assets is up to $516,000
        payable as follows: (a) $255,000 which shall be paid to Seller's legal
        counsel as escrow agent on the date hereof and (b) up to $261,000 paid
        from the amounts collected on accounts receivable outstanding at the
        time of closing (including future accounts receivable related to Open
        Orders) ("Closing Receivables") as set forth herein. Promptly following
        the date hereof, the Buyer and the Seller shall jointly select a
        mutually agreeable bank to serve as their banking agent (the "Banking
        Agent") and establish a joint account with the Banking Agent under
        Seller's federal tax identification number that requires the signatures
        of one of two designees of Seller and one of two designees of Buyer for
        any withdrawals or other


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        activity other than deposits (the "Joint Account"). The Banking Agent
        shall collect and deposit the Closing Receivables and the New
        Receivables (as defined below) into the Joint Account and shall
        periodically provide to the Buyer and the Seller a detail of such
        receivables (including the amount, payor and related invoice number of
        each payment and copies of checks deposited along with any other
        information submitted in connection with each such payment).

        Joint authorization in writing signed by each of the Buyer and the
        Seller will be required before any funds can be released from the Joint
        Account. Within three (3) business days following the end of each
        bi-weekly period commencing on the Closing Date, the Buyer shall notify
        the Seller in writing (the "Buyer Notification") as to what amount of
        the funds deposited into the Joint Account by the Banking Agent for a
        given bi-weekly period were payments of Closing Receivables and what
        amount of such funds were payments of accounts receivable from accounts
        comprising the Closing Receivables generated post closing (the "New
        Receivables"). Within three business days (3) following delivery of the
        Buyer Notification, the Seller and the Buyer shall jointly execute
        checks (or authorize wire transfers) drawing on funds held in the Joint
        Account to (i) distribute to the Buyer all of the funds deposited in the
        Joint Account with respect to the New Receivables, and (ii) distribute
        to the Seller forty two and one half percent (42.5%) of the funds
        deposited in the Joint Account with respect to the Closing Receivables;
        provided however, that in no event shall the Seller be entitled to
        receive payment in excess of an aggregate amount of $261,000 (the
        "Maximum Amount") from the Joint Account. The remaining funds deposited
        in the Joint Account with respect to the Closing Receivables shall be
        used solely to repay in full all of the accounts payable reflected on
        the Balance Sheet until the Joint Account Termination Date. The Buyer
        shall submit to the Seller a schedule of invoices included in the
        Assumed Liabilities to be paid and copies of any settlement agreements
        executed by the Buyer with creditors with respect to the Assumed
        Liabilities. Within five (5) days following the Seller's receipt of each
        such schedule, the Seller and the Buyer shall jointly execute checks (or
        authorize wire transfers) drawing on funds held in the Joint Account to
        the parties as specified in such schedule.

        The Joint Account shall terminate (the "Joint Account Termination Date")
        upon the later of (i) the Seller's receipt of the Maximum Amount from
        funds deposited in the Joint Account, (ii) the payment by the Buyer of
        all of the Assumed Liabilities, or such lesser amount pursuant to
        settlement agreements with such third party creditors, such settlement
        agreements to be in form and substance reasonably satisfactory to the
        Seller; or (iii) 30 days following the first anniversary of the Closing
        Date.

        Buyer agrees to use its reasonable best efforts to collect all of the
        Closing Receivables, maintain good working relationships with such
        accounts


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        comprising the Closing Receivables and discourage returns of previously
        sold products. Amounts collected by Buyer from accounts comprising
        Closing Receivables shall be applied first to the oldest Closing
        Receivable prior to applying such amounts to New Receivables. Buyer
        further agrees that after the Closing Date it, together with Seller,
        shall prepare a notice to be delivered to all customers corresponding to
        the Closing Receivables informing such customers that payments relating
        to the Closing Receivables are to be made to the Joint Account."

        2. Second Amendment. The last sentence of Section 2.5 of the Agreement
is hereby amended and restated to read in its entirety as follows:

        "In the event that Seller has received payment from the Joint Account
        for Closing Receivables in excess of the Adjusted Amount, then the
        Seller shall repay to the Buyer the amount of such overpayment by
        immediate cash payment."

        3. Third Amendment. Section 9.12 of the Agreement is hereby amended and
restated to read in its entirety as follows:

        "Joint Account. Each of the Seller and Buyer shall have agreed upon a
        Banking Agent to administer the Joint Account and shall have established
        the Joint Account as described in Section 2.4."

        4. Fourth Amendment. Section 10.7 of the Agreement is hereby amended and
restated to read in its entirety as follows:

        "Joint Account. Each of the Seller and Buyer shall have agreed upon a
        Banking Agent to administer the Joint Account and shall have established
        the Joint Account as described in Section 2.4."

        5. No Other Changes Intended; Conflicts. Except as specifically set
forth in this Amendment, no other changes, amendments or modifications are
intended to the Agreement and the Agreement shall remain unmodified and in full
force and effect. If there is a conflict between the provisions of this
Amendment and the provisions of the Agreement, the provisions of this Amendment
shall control.

        6. Facsimile Execution; Execution in Counterparts. Executed facsimile
copies of this Amendment shall have the same effect as manually executed copies.
This Amendment may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.

                            (signature page follows)


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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

                                  BUYER:

                                  FFM Acquisition Corp.


                                  By: /s/ Alex Kanakaris
                                      ------------------------------------------
                                  Title:  CEO



                                  SELLER:

                                  Fast Forward Marketing, Inc.


                                  By: /s/ Dan P. Reavis
                                      ------------------------------------------
                                  Title:  President



                                  Intervisual Books, Inc.


                                  By:  /s/ Larry Nusbaum
                                      ------------------------------------------
                                  Title:  CEO



                                  Kanakaris Wireless


                                  By: /s/ Alex Kanakaris
                                     -------------------------------------------
                                  Title:  CEO