**Exhibit
      10.9.3**





**SECOND
      AMENDMENT TO**


**AGREEMENT,
      SETTLEMENT AND RELEASE**





THIS
      SECOND AMENDMENT TO AGREEMENT, SETTLEMENT AND RELEASE (this “ Amendment ”)
      is
      made and entered into as of May 15, 2006, by and between Immediatek, Inc.,
      a
      Nevada corporation (the “ Company ”),
      and
      Jess Morgan & Company, a California corporation (“ Stockholder ”).
      Each
      initially capitalized term used, but not otherwise defined, herein shall have
      the same meanings assigned to it in the Amended Agreement (hereinafter
      defined).





**RECITALS:**





WHEREAS,
      the Company and Stockholder are parties to that certain Agreement, Settlement
      and Release, dated as of January 23, 2006 (the “ Agreement ”);





WHEREAS,
      the Company and Stockholder previously amended the Agreement pursuant to that
      certain First Amendment to Agreement, Settlement and Release, dated as of March
      15, 2006 (the “ Prior
      Amendment ,”
and
      together with the Agreement, collectively, the “ Amended
      Agreement ”);
      and





WHEREAS,
      the Company and Stockholder desire to further amend the Amended Agreement to
      the
      extent provided in this Amendment .





**AGREEMENT:**





NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      in this Amendment and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:




1.  Amendment
      to the Amended Agreement .
      Section
      9 of the Amended Agreement is hereby deleted in its entirety and replaced with
      the following:





“9.  Termination .
      This
      Agreement shall become null and void and of no further force or effect in the
      event that the closing of the Proposed Investment does not occur on or prior
      to
      July 1, 2006.”





2.  Miscellaneous .





(a)  Effect
      of Amendment .
      Stockholder and the Company hereby agree and acknowledge that, except as
      expressly provided in this Amendment, the Amended Agreement remains in full
      force and effect and has not been modified or amended in any respect, it being
      the intention of Stockholder and the Company that this Amendment and the Amended
      Agreement be read, construed and interpreted as one and the same instrument.
      To
      the extent that any conflict exists between this Amendment and the Amended
      Agreement, the terms of this Amendment shall control and govern.





1


(b)  This
      Amendment may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument. This Amendment will become effective when one or more counterparts
      have been signed by each of the parties and delivered to the other parties.
      For
      purposes of determining whether a party has signed this Amendment or any
      document contemplated hereby or any amendment or waiver hereof, only a
      handwritten original signature on a paper document or a facsimile copy of such
      a
      handwritten original signature shall constitute a signature, notwithstanding
      any
      law relating to or enabling the creation, execution or delivery of any contract
      or signature by electronic means.







**SIGNATURE
      PAGE FOLLOWS**


2


IN
      WITNESS WHEREOF, Stockholder and the Company have executed this Amendment as
      of
      the day and year first above written.


**Company:**
            IMMEDIATEK,
                INC.,a
                Nevada corporationBy:
            /s/ PAUL
              MARINName:
            Paul
              MarinTitle:
            Chief Operating
              Officer





**Stockholder:**
              JESS
                  MORGAN &
                  COMPANYBy:
              /s/ GARY
                LEVENSTEINName:
              Gary
                LevensteinTitle:
              President – Investment
                Division





3