EXHIBIT 10.5

                AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT

                                 August 4, 2003

         Reference is made to that certain Securities Purchase Agreement dated
December 13, 2002 between NETGURU, INC., a Delaware corporation (the "Company")
and LAURUS MASTER FUND, LTD., c/o Ironshore Corporate Services Ltd., P.O. Box
1234 G.T., Queensgate House, South Church Street, Grand Cayman, Cayman Islands
(the "Laurus")(the "Purchase Agreement"). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the Purchase
Agreement.

         WHEREAS, the Borrower and Laurus are entering into an additional
financing pursuant to which Laurus will provide a secured revolving line of
credit facility to the Borrower (the "Additional Financing"); and

         WHEREAS, in connection with the extension of the Additional Financing,
Laurus has agreed to change certain terms of the Purchase Agreement and the
Borrower desires to make such changes; and

         NOW, THEREFORE, in consideration for the execution and delivery by the
Borrower of all documents requested by Laurus in connection with the Additional
Financing, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1.       Section 9.1 of the Purchase Agreement is hereby amended to
                  delete the first sentence thereof in its entirety and in its
                  stead to insert the following:

         "The Company shall file a Form S-3 registration statement (or such
other form that it is eligible to use) in order to register the Registrable
Securities for resale and distribution under the Securities Act with the SEC by
September 1, 2003 (the "FILING DATE"), and cause such registration statement to
be declared effective within 60 days of the Filing Date (the "EFFECTIVE DATE").
"

         2.       Section 9.4 of the Purchase Agreement is hereby amended to
                  delete the phrase "for the first 45 days and two percent (2%)
                  per month thereafter".

         3.       The foregoing amendments shall be of no force and effect until
                  the date upon which the Borrower shall deliver to Laurus all
                  documents requested by Laurus in connection with the
                  Additional Financing which date shall be date hereof.

         4.       There are no other amendments to the Purchase Agreement.

         5.       The Borrower hereby represents and warrants to Laurus that as
                  of the date hereof all representations, warranties and
                  covenants made by Borrower in connection with the Purchase
                  Agreement are true correct and complete and all of Borrower's
                  covenants requirements have been met.





         IN WITNESS WHEREOF, each of the Borrower and Laurus has caused this
Amendment No. 2 to Security Agreement to be signed in its name effective as of
this 4th day of August 2003.


                                NETGURU, INC.


                                By: /s/ Jyoti Chatterjee
                                    --------------------------------------------
                                    Name: Jyoti Chatterjee
                                    Title: President and Chief Operating Officer



                                LAURUS MASTER FUND, LTD.


                                By: /s/ David Grin
                                    --------------------------------------------
                                    Name: David Grin
                                    Title: President