UGOMEDIA INTERACTIVE CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
<PAGE>

Exhibit 10.1

                         SHAREHOLDER PURCHASE AGREEMENT


B E T W E E N:

                        UGOMEDIA INTERACTIVE CORPORATION,
                        a Nevada corporation ("UGOMEDIA")

                                     - and -

                              4137639 CANADA INC.,
  a Canadian corporation which is a wholly-owned subsidiary of Ugomedia ("SUB")

                                     - and -

                             SCIAX TECHNOLOGY INC.,
                        a Canadian corporation ("SCIAX")

                                     - and -

                        ALL OF THE SHAREHOLDERS OF SCIAX,
                 as more particularly set forth in Schedule 3.6
          (each, a "SHAREHOLDER" and collectively, the "SHAREHOLDERS")


     WHEREAS  pursuant to the terms of a common stock purchase  agreement  dated
January 8, 2003 between Ugomedia,  Sub and Sciax ("PURCHASE  AGREEMENT"),  Sciax
agreed to an exchange of all of its  outstanding  common stock for  exchangeable
shares of Sub and preferred  shares of Ugomedia,  all as more  particularly  set
forth in the Purchase Agreement;

     AND WHEREAS the  Shareholders of Sciax wish to be bound by the terms of the
Purchase   Agreement   and   provide   certain   additional    obligations   and
representations  relating  to the  transactions  contemplated  by  the  Purchase
Agreement;

     AND  WHEREAS  the  parties  wish to amend  certain  terms  of the  Purchase
Agreement;

     AND  WHEREAS  unless  specifically  defined  herein or unless  the  context
otherwise  requires,  defined terms used herein shall have the meanings ascribed
to such terms in the Purchase Agreement;

     NOW  THEREFORE  for  good  and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby irrevocably acknowledged,  the parties, intending
to be legally bound hereby, hereby covenants and agrees as follows:

                                   ARTICLE 1
                        ASSUMPTION OF PURCHASE AGREEMENT

1.1 Each of the Shareholders acknowledges having had an opportunity to review
the Purchase Agreement, having had the opportunity to consult with independent
legal, tax and other advisors of their own choice and at their expense, and

                                       2
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understands each of the provisions of this Agreement, the Purchase Agreement and
the documentation to be delivered in accordance therewith.

1.2 Each of the Shareholders  agrees that he, she or it shall be bound by all of
the provisions of the Purchase Agreement respecting the sale of Sciax Shares (as
hereinafter   defined)   beneficially  owned  by  the  Shareholders  as  if  the
Shareholders were original signatories thereof.

1.3  Each of  Ugomedia  and Sub  agrees  that all of the  terms of the  Purchase
Agreement to the benefit of Sciax shall apply to each of the  Shareholders as if
each Shareholder was an original signatory thereof.

                                   ARTICLE 2
                         AMENDMENT OF PURCHASE AGREEMENT

2.1 The parties agree that Section 2.1 of the Purchase Agreement shall be
deleted in its entirety and replaced with the following:

2.1  Purchase and Sale.
-----------------------

     (a)  Subject  to all the terms and  conditions  of this  Agreement,  at the
          Closing,   Sub  shall   purchase  from  the   Shareholders,   and  the
          Shareholders  shall sell to Sub, an aggregate of 21,100,000  shares of
          the  common  stock in the  capital  of  Seller  (the  "SCIAX  SHARES")
          beneficially owned by the Shareholders. In consideration, Buyer or Sub
          shall deliver to the  Shareholders  for each Sciax Share  beneficially
          owned by the  Shareholder  immediately  before the Closing  0.90521327
          (calculated  as  21,100,000  divided into  19,100,000)  voting  common
          shares of Buyer ("BUYER COMMON SHARES").

     (b)  Notwithstanding  the  foregoing,  Ken  Smart,  a  Shareholder,  shall,
          instead of Buyer Common Shares, exchange each Sciax Share beneficially
          owned by Ken Smart  immediately  before the  Closing  for  0.226303317
          (calculated as 21,100,000  divided into  4,775,000)  voting  preferred
          shares of Buyer  ("PREFERRED  SHARES") and  0.90521327  (calculated as
          21,100,000  divided  into  19,100,000)  exchangeable  shares of Seller
          ("EXCHANGEABLE SHARES") exchangeable into Buyer Common Shares.

     (c)  The parties acknowledge that the aggregate number of Preferred Shares,
          Buyer Common Shares and  Exchangeable  Shares to be issued shall be as
          set out in  Schedule  3.3 hereof and that each  Preferred  Share shall
          carry  four  votes for every one Buyer  Common  Share.  The  Preferred
          Shares,  Exchangeable Shares and Buyer Common Shares shall hereinafter
          be referred to as the "SHARE CONSIDERATION".

2.2 The  parties  hereto  agree  that the  Purchase  Agreement  shall be further
amended as follows:

     (a)  Section 2.2(b) is hereby deleted in its entirety and replaced with the
          following:


                                       2
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               Two (2) promissory  notes  ("Notes")  issued on Closing by Buyer,
               one to Aldo Rotondi  and/or Airam  Capital Group in the amount of
               US$175,000  and one to Stephen  Brock  and/or  Nevada Fund in the
               amount  of  US$175,000  to  satisfy  debts  and   obligations  of
               Ugomedia,  including  funds advanced by Aldo Rotondi and/or Airam
               Capital  Group and Stephen  Brock and/or Nevada Fund to the Buyer
               and  redemption  proceeds  owing by the Buyer to Aldo Rotondi and
               Nevada Fund pursuant to the  redemption  set forth in Section 7.4
               of the Purchase  Agreement.  The Notes shall bear interest at the
               rate of 6% simple  interest per annum.  The Notes shall be repaid
               on  the  first  anniversary  of  the  Closing  Date,  subject  to
               prepayment  in whole or in part at any time  without  premium  or
               penalty.  The Notes  shall be  secured  by the  guarantee  of the
               Seller. Buyer agrees to provide  satisfactory  evidence to Seller
               prior to Closing of the  amounts  owing to Aldo  Rotondi or Airim
               Capital  Group and Stephen  Brock or Nevada Fund.  Holders of the
               Notes  shall have the option at any time prior to the due date so
               long as there is no default to convert all unpaid  principal  and
               accrued  interest  into common  shares of stock of Buyer  ("Buyer
               Common Stock") at the rate of US$0.20 per share.  This option may
               be  exercised  in whole or in part at any time prior to repayment
               of the Notes. If there is a default in the Notes, then holders of
               the  Notes  shall  have the  option  at any time the Notes are in
               default to convert all unpaid principal and accrued interest into
               shares of stock of Buyer at the lower of (i)  US$0.20  per share;
               and (ii) the average  trading price of the Buyer Common Stock for
               the twenty (20) day period  immediately  prior to the date of the
               option  exercise  notice  from the  holders.  This  option may be
               exercised  in  whole  or in part at any  time  the  Notes  are in
               default.  Further,  to the extent any shares are  acquired  under
               this  option,  the  owners  of  these  shares  if the  option  is
               exercised  collectively,  shall  have a one time right to require
               that Buyer  register the shares for resale within 90 days of such
               request on a  registration  statement  filed with the  Securities
               Exchange  Commission  ("SEC") and kept  effective  until all such
               shares are resold, all at Buyer's expense.

     (b)  The second sentence of Section 2.4 of the Purchase Agreement is hereby
          deleted  in its  entirety  and  replace  with  the  following:  "Buyer
          undertakes  to obtain the necessary  shareholder  consent for the Name
          Change."

     (c)  Section  2.5 of the  Purchase  Agreement  shall be amended to refer to
          "consulting agreements" instead of "employment agreements".

     (d)  Section  2.8  of the  Purchase  Agreement  is  hereby  deleted  in its
          entirety and replaced with the following:

               2.8 OSC Order. If necessary,  Buyer shall,  following the Closing
               Date, use its best efforts to cause its legal counsel to apply to
               the  Ontario  Securities  Commission  for a  ruling  pursuant  to
               subsection  74(1) of the  Securities  Act (Ontario) to permit the
               distribution  of the Share  Consideration  without  a  prospectus
               being filed under the Securities Act (Ontario).


                                       3
<PAGE>

     (e)  Section  2.10 of the  Purchase  Agreement  is  hereby  deleted  in its
          entirety.

     (f)  The intellectual property agreement referred to in Section 2.13 of the
          Purchase Agreement shall be an option agreement in favour of Ken Smart
          for the purchase of the intellectual  property of Sciax at fair market
          value in the event of  bankruptcy  or  insolvency of Ugomedia or Sciax
          and a right of first  refusal  for the  purchase  of the  intellectual
          property of Sciax at fair market value in the event of the sale of the
          intellectual property to a third party.

     (g)  Section 5.5 is hereby amended to replace  "9,634,666" with "9,834,666"
          and to replace "6,000,000" with "6,200,000".

     (h)  The second sentence of Section 7.4 of the Purchase Agreement is hereby
          deleted in its  entirety and replaced  with the  following:  "Prior to
          Closing,  Aldo Rotondi will have returned to treasury 2,267,343 shares
          in  consideration  for the promissory note described in Section 2.2(b)
          and the Nevada Fund shall have returned to treasury  1,367,323  shares
          in consideration for the promissory note described in Section 2.2(b)".

     (i)  The second  sentence of the second  paragraph of Schedule 2.7 shall be
          deleted in its entirety and replace with the  following:  "The maximum
          number of Buyer's  Common  Stock that may be sold each year shall be a
          number of shares  equal to 4% of the  issued and  outstanding  Buyer's
          Common  Stock  on  December  31 of the  prior  year  (or as  otherwise
          permitted by SEC guidelines)."

2.3 Except as amended by this Article 2, the Purchase  Agreement remains in full
force and effect in accordance with its terms.

                                   ARTICLE 3
                 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS


Each of the  Shareholders  hereby  severally  and  not  jointly  represents  and
warrants to Ugomedia and Sub, and acknowledges that Ugomedia and Sub are relying
on such  representations  and warranties in connection  with the purchase of the
Sciax Shares, that:

3.1 BINDING  OBLIGATION.  Each Shareholder has the right (and, if a corporation,
the power and authority) to enter into this Agreement,  to sell the Sciax Shares
owned by the Shareholder in the manner contemplated herein and to perform all of
the Shareholder's obligations under this Agreement. This Agreement constitutes a
legal,  valid and binding  obligation of each Shareholder,  enforceable  against
each Shareholder in accordance with its terms subject to:

     (a)  bankruptcy,  insolvency,  moratorium,  reorganization  and other  laws
          relating  to  or  affecting  the  enforcement  of  creditors'   rights
          generally, and

     (b)  the fact that equitable  remedies,  including the remedies of specific
          performance and injunction, may only be granted in the discretion of a
          court.

3.2 NO  OTHER  PURCHASE  AGREEMENTS.  Except  in  respect  of any  rights  under
agreements which shall be exercised in full or cancelled prior to the Closing,

                                       4
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no person has any agreement, option, understanding or commitment or any right or
privilege  (whether by law,  pre-emptive or contractual)  capable of becoming an
agreement, option or commitment,  including convertible securities,  warrants or
convertible obligations of any nature, for the purchase, subscription, allotment
or issuance of, or conversion into, any of the unissued shares in the capital of
Sciax or any securities of Sciax.

3.3 OWNERSHIP. Each Shareholder represents and warrants that such Shareholder is
the  registered and  beneficial  owner of the Sciax Shares listed  opposite such
Shareholder's name in Schedule 3.3 annexed hereto,  free and clear of all liens,
charges, security interests, encumbrances and rights of others.

3.4 CONSENTS AND APPROVALS;  NO VIOLATIONS.  Except for applicable  requirements
under the  Securities  Act of 1933 (United  States)  ("SECURITIES  ACT") and the
Securities Act (Ontario) no filing with, and no permit,  authorization,  consent
or approval of, any public or  governmental  body or authority is necessary  for
the consummation by any Shareholder of the  transactions.  Neither the execution
or delivery of this Agreement by any  Shareholder,  nor the  consummation by any
Shareholder of the  transactions,  nor compliance by any Shareholder with any of
the  provisions  hereof,  will (a)  result  in any  breach  of the  articles  of
incorporation or by-laws of the Shareholder (if a corporation),  (b) result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination, cancellation,
acceleration or change in the award,  grant,  vesting or  determination)  under,
require the consent of any third  party  under,  or give rise to creation of any
encumbrance upon each Shareholder's  Shares under, any of the terms,  conditions
or provisions of any note, bond, mortgage,  indenture,  deed of trust,  license,
contract,  lease,  agreement,  arrangement or other  instrument or obligation to
which any  Shareholder is a party or by which any of them or may be bound or (c)
violate  any  order,  writ,  injunction,  decree,  statute,  rule or  regulation
applicable to any Shareholder or any of their respective properties or assets.

3.5 RESIDENCE OF SHAREHOLDER.  Each  Shareholder is not a non-resident of Canada
for the purposes of the Income Tax Act (Canada) ("ITA").

3.6  INVESTMENT  REPRESENTATIONS  AND  WARRANTIES  OF  SHAREHOLDER.  Each of the
Shareholders  hereby  agree to  provide  to  Ugomedia  on or  before  Closing  a
stockholder's certificate in the form of Exhibit 3.7A or 3.7B.

3.7  COVENANTS  OF  SHAREHOLDERS.  Each of the  Shareholders  severally  and not
jointly  covenants to  Ugomedia,  Sub and Sciax that each  Shareholder  will not
sell,  assign or transfer any of Buyer Common Stock received by the  Shareholder
in connection  with the Purchase  Agreement  except (i) pursuant to an effective
registration  statement  under the Securities  Act, (ii) in conformity  with the
volume and other  limitations of Rule 144 promulgated  under the Securities Act,
or (iii) in a transaction  which,  in the opinion of independent  counsel to the
Shareholder  delivered to Ugomedia and satisfactory to Ugomedia, is not required
to be registered under the Act.

                                   ARTICLE 4
                                 ACKNOWLEDGEMENT

4.1 Ugomedia shall place the following legend (and any other appropriate legend)

                                       5
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on each  certificate or instrument  representing  Share  Consideration  acquired
under this Agreement:


          THE SHARES  EVIDENCED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE
          SECURITIES  OR BLUE  SKY  LAWS  OF ANY  STATE  AND  MAY  NOT BE  SOLD,
          TRANSFERRED OR OTHERWISE  DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE
          REGISTRATION  STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS NOT
          SUBJECT TO THE REGISTRATION  REQUIREMENTS OF THE ACT OR ANY APPLICABLE
          SECURITIES  OR BLUE SKY LAWS  AND,  IN THE CASE OF A  TRANSACTION  NOT
          SUBJECT  TO SUCH  REGISTRATION  REQUIREMENTS,  UNLESS  THE  ISSUER HAS
          RECEIVED AN OPINION OF COUNSEL TO THE HOLDER  REASONABLY  SATISFACTORY
          TO IT THAT SUCH  TRANSACTION DOES NOT REQUIRE  REGISTRATION  UNDER THE
          ACT.

4.2 COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of the Share
Consideration  will  be  subject  to  and  conditioned  upon  compliance  by the
Shareholder with all applicable U.S.,  Canadian,  provincial,  state and federal
laws and regulations and with all applicable  requirements of any stock exchange
or  automated  quotation  system on which Share  Consideration  may be listed or
quoted at the time of such issuance or transfer.

                                   ARTICLE 5
                                     GENERAL

5.1 Each party  covenants  and agrees to take all such  steps,  execute all such
documents  and do all such  acts and  things  as may be  necessary  to give full
effect to this  Agreement  and to implement to their full extent the  provisions
hereof.

5.2  Notice to the  Shareholders  shall be given at the  addresses  set forth in
Schedule 3.6.

5.3 This  Agreement  shall be governed by and construed in  accordance  with the
laws of the Province of Ontario and the laws of Canada applicable therein.

5.4 Time shall be of the essence of this Agreement.

5.5 In this Agreement, the use of the singular shall include the plural and vice
versa,  the use of gender  shall  include  the  masculine,  feminine  and neuter
genders  and  the  word  "person"  shall  include  an  individual,  a  trust,  a
partnership, a trustee, an executor, an administrator or other legal or personal
representative, a body corporate or public, an association or other incorporated
or unincorporated organization or entity.

5.6  This  Agreement  shall be  binding  upon the  Shareholders  and the  heirs,
executors,    administrators,    successors,   permitted   assigns   and   legal
representatives of the Shareholder.

5.7 COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken  together
shall be deemed to constitute one and the same  instrument.  Counterparts may be
executed  either in original or faxed form and the parties adopt any  signatures
received by a  receiving  fax machine as  original  signatures  of the  parties;
provided,  however,  that any party providing its signature in such manner shall
promptly  forward to the other  party an  original  of the  signed  copy of this
Agreement which was so faxed.


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     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
this ___ day of February, 2003.

                                 UGOMEDIA INTERACTIVE
                                 CORPORATION


                                 By:
                                          -----------------------------------
                                 Name:    Aldo Rotondi
                                 Title:   President


                                 4137639 CANADA INC.


                                 By:
                                          -----------------------------------
                                 Name: Aldo Rotondi
                                 Title:   President


                                 SCIAX TECHNOLOGY INC.


                                 By:
                                          -----------------------------------
                                 Name:    Ken Smart
                                 Title:   Chief Executive Officer

SIGNATURE PAGE OF SHAREHOLDERS ON NEXT PAGE

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SIGNATURE PAGE OF SHAREHOLDERS TO SHAREHOLDERS PURCHASE AGREEMENT.



--------------------------------      ---------------------------------------
WITNESS                               KEN SMART


--------------------------------      ---------------------------------------
WITNESS                               TRACY FIHRER



--------------------------------      ---------------------------------------
WITNESS                               CATHERINE E. DAVIS


                                      1144193 ONTARIO LTD.


                                      Per:
                                          -----------------------------------
                                      Name:
                                      Title:


--------------------------------      ---------------------------------------
WITNESS                               YAZDAN MAZAIR



--------------------------------      ---------------------------------------
WITNESS                               BARBARA THOMPSON


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