**Exhibit
        10.11.3**
 
 **SECOND
        AMENDMENT TO**
 **NOTE
        CONVERSION AGREEMENT, WAIVER AND RELEASE**
 
 THIS
        SECOND AMENDMENT TO NOTE CONVERSION AGREEMENT, WAIVER AND RELEASE (this
“ Amendment ”)
        is
        made and entered into as of May 15, 2006, by and between Immediatek, Inc.,
        a
        Nevada corporation (“ Immediatek ”),
        and
        _______________ (“ Lender ”).
        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,
        Immediatek and Lender are parties to that certain Note Conversion Agreement,
        Waiver and Release, dated as of January 9, 2006 (the “ Note
        Conversion Agreement ”);
 
 WHEREAS,
        Immediatek and Lender previously amended the Note Conversion Agreement pursuant
        to that certain First Amendment to Note Conversion Agreement, Waiver and
        Release, dated as of March 15, 2006 (the “ Prior
        Amendment ,”
and
        together with the Note Conversion Agreement, collectively, the “ Amended
        Agreement ”);
        and
 
 WHEREAS,
        Immediatek and Lender 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 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 Amended Agreement 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 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, Immediatek and Lender have executed this Amendment as of
        the
        day and year first above written.


**Immediatek:**
              IMMEDIATEK,
                  INC.,a
                  Nevada corporationBy:Name:
              Paul
                MarinTitle:
              Chief Operating
                Officer
 
 **Lender:**By:Name:Title:
 
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