**Exhibit
      10.13.1**


**FIRST
      AMENDMENT TO**


**WAIVER
      AND RELEASE**





THIS
      FIRST AMENDMENT TO WAIVER AND RELEASE (this “ Amendment ”)
      is
      made and entered into as of March 17, 2006, by and between Immediatek, Inc.,
      a
      Nevada corporation (“ Immediatek ”),
      and
      Gary Blum (“ Lender ”).
      Each
      initially capitalized term used, but not otherwise defined, herein shall have
      the same meanings assigned to it in the Waiver (hereinafter
      defined).





**RECITALS:**





WHEREAS,
      Immediatek and Lender are parties to that certain Waiver and Release, dated
      as
      of February 1, 2006 (the “ Waiver ”);
      and





WHEREAS,
      Immediatek and Lender desire to amend the Waiver 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 Waiver .
      Section
      7 of the Waiver is hereby deleted in its entirety and replaced with the
      following:





“7.  Termination .
      This
      Agreement shall become null and void and of no further force or effect in the
      event that the purchase of securities from Immediatek by Radical Holdings LP
      or
      its affiliates does not occur on or prior to July 1, 2006.”





2.  Miscellaneous .





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





(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.





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





**Immediatek:**
            IMMEDIATEK,
                INC.,a
                Nevada corporationBy:
                /s/ PAUL MARINName:Paul MarinTitle:Chief Operating Officer**Lender:**
            /s/
                GARY BLUMGary
                Blum