**Exhibit
        10.10.3**
 
 **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
        Phil McMorrow, an individual residing in the State of California (“ 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:**/s/ PHIL
              MCMORROWPhil
              McMorrow







3