Exhibit 10.27.2


                        AMENDMENT AND EXTENSION AGREEMENT

         THIS AMENDMENT AND EXTENSION AGREEMENT (THE "AGREEMENT") is effective
this 31st day of December, 2002, by and between TELE DIGITAL DEVELOPMENT, INC.,
a Minnesota corporation, whose business address is 1325 E. 79th Street, Suite 6,
Bloomington, MN 55425 (hereinafter "Borrower"), and Data Sales Co., Inc., a
Minnesota corporation, whose business address is 3450 West Burnsville Parkway,
Burnsville, MN 55337 (hereinafter "Lender"). (Borrower and Lender may be
collectively referred to as the "Parties" herein.)

         WHEREAS, on May 3, 2002, Borrower entered into a loan transaction with
Lender, pursuant to the terms of a term promissory note dated of even date
therewith (the "Note"), in the principal amount of $1,308,000.00 (the "Loan"),
with a maturity date of August 1, 2002 (the "Maturity Date"), secured by a
Security Agreement executed by Borrower in favor of Lender of even date
therewith (the "Security Agreement"), as well as a Personal Guaranty Agreement
executed by Richard W. Perkins, Richard L. Barnaby and Wayne Mills all of even
date therewith (the "Guaranty Agreement"), and a UCC-1 Financing Statement filed
as Document No. 20223962292 in the Office of the Minnesota Secretary of State
(the "UCC"). (The documents noted in this paragraph are incorporated herein by
reference and may be referred to for all terms and conditions and further may be
collectively referred to as, the "Loan Documents"); and

         WHEREAS, on or about August 29, 2002, the Borrower requested a further
extension of the Loan Documents from its original Maturity Date to December 31,
2002 (the "Extended Maturity Date"), which Lender granted, pursuant to the Loan
Extension Agreement and Guarantors' Consent (the "Extension Agreement") dated of
approximately August 29, 2002. (The Extension Agreement is incorporated herein
by reference and may be referred to for all terms and conditions); and

         WHEREAS, as of the Extended Maturity Date, Borrower is unable to pay
the outstanding and unpaid indebtedness owed by it to Lender and, therefore, has
requested that Lender grant yet another extension to the Extended Maturity Date
to January 31, 2003 (the "Second Extension"), in order to facilitate repayment
of its obligations owed to Lender under the Loan Documents, as extended and
amended; and

         WHEREAS, the outstanding and unpaid Loan amount as of the date of this
Agreement is $1,264,162.23, which accrues interest at the rate of 13% per annum,
compounded monthly and payable at Maturity, as extended; and

         WHEREAS, as agreed upon by Borrower at commencement of this Loan,
Borrower acknowledges and agrees that there remains outstanding and unpaid a two
percent (2%) origination fee of $26,160.00 (the "Origination Fee"), based on the
principal amount of the Loan, which is due and payable at Maturity, as extended;
and

         WHEREAS, as a consideration to Borrower, Lender has agreed to grant to
Borrower the Second Extension, pursuant to the additional rates, fees, terms and
conditions noted herein;


<PAGE>


                                                                 Exhibit 10.27.2


         NOW, THEREFORE, in valuable consideration, the entering into of this
Agreement by Lender and Borrower and other valuable consideration, the receipt
and sufficiency thereof being hereby acknowledged, and in consideration of the
mutual covenants herein contained, the Parties hereby agree as follows:

         1.       Lender shall grant to Borrower the Second Extension pursuant
                  to acceptance and agreement by Borrower of all terms and
                  conditions noted herein.

         2.       Commencing on the Extended Maturity Date, Borrower agrees that
                  interest shall accrue at the rate of 15% per annum, compounded
                  monthly, and payable at the Second Extension.

         3.       Borrower hereby acknowledges and agrees that there remains
                  outstanding and unpaid the Origination Fee, which Borrower
                  shall pay to Lender at the Second Extension. In addition to
                  this Origination Fee, Borrower further agrees to pay to Lender
                  at the Second Extension, in good and readily available funds,
                  a two percent (2%) Extension Fee, based on 1% of the
                  outstanding principal balance as of the date of this
                  Agreement, and 1% of the outstanding principal balance at the
                  date of the Second Extension.

         4.       The Guarantors are fully aware of this Agreement, agree to and
                  accept its terms, and assert that the Guaranty Agreement is
                  incorporated herein and remains in full force and effect, and
                  each Guarantor restates its guaranty to Lender.

         5.       If the payment of any balance is not made on or before the
                  Second Extension, default will be deemed to have occurred. In
                  an event of default, Lender shall commence any and all legal
                  remedies necessary to cure said default. All costs and
                  expenses associated in any collection efforts, attorneys'
                  fees, etc., shall be borne by Borrower.

         6.       This Agreement shall continue in full force and effect until
                  full payment of all indebtedness owed by Borrower to Lender
                  has been paid in full. Upon final payment, this Agreement
                  shall terminate and be void and of no effect without necessity
                  for any further instrument.

         7.       In the event of any conflict between the terms of this
                  Agreement and the terms of the Loan Documents, as amended and
                  extended, the terms and provisions of this Agreement shall
                  govern and control. Except as modified by this Agreement, the
                  terms, covenants and conditions Loan Documents are
                  incorporated herein by reference and remain unchanged and
                  otherwise in full force and effect.

         8.       This Agreement may be executed in one or more counterparts,
                  each of which shall be deemed an original, but all of which
                  together shall constitute one and the same agreement.


<PAGE>


                                                                 Exhibit 10.27.2


         IN WITNESS WHEREOF, the undersigned have executed this AMENDMENT AND
EXTENSION effective as of the date above first written.

AS TO BORROWER:                                  AS TO LENDER:

TELE DIGITAL DEVELOPMENT, INC.                   DATA SALES CO., INC.

By:   /s/ Richard L. Barnaby                     By:
   ----------------------------                     ----------------------------
      Richard L. Barnaby                               Raymond Marr
      President                                        Vice President

AS TO XOX CORPORATION:


By:   /s/ Richard L. Barnaby                     Dated:    1-15-03
   ----------------------------                         ------------------------
      Richard L. Barnaby
      President

AS TO GUARANTORS' CONSENT AND ACCEPTANCE:


By:   /s/ R.W. Perkins                           Dated:   1-15-03
   ----------------------------                        -------------------------
      Richard W. Perkins


By:   /s/ Richard L. Barnaby                     Dated:   1-15-03
   ----------------------------                        -------------------------
      Richard L. Barnaby


By:   /s/ W.W. Mills                             Dated:   1-15-03
   ----------------------------                        -------------------------
      Wayne Mills

STATE OF MINNESOTA  )
                    ) SS.                  (Seal)
COUNTY OF HENNEPIN  )

         This instrument was acknowledged before me this 15 day of January,
2003, by Richard L. Barnaby, President of Tele Digital Development, Inc., a
Minnesota corporation, and XOX Corporation, a Minnesota corporation, duly
organized and existing under the laws of the State of Minnesota, and on behalf
of said corporation, and as Richard L. Barnaby, Guarantor.

                                                    /s/ Katherine L. Pike
                                                 -------------------------------
                                                 Notary Public

   1-31-05
-------------------------------------
Notary Stamp/Expiration


<PAGE>


                                                                 Exhibit 10.27.2


STATE OF MINNESOTA  )
                    ) SS.
COUNTY OF HENNEPIN  )

This instrument was acknowledged before me this 8th day of January, 2003, by
Raymond Marr, Vice President of Data Sales Co., Inc., a corporation duly
organized and existing under the laws of the State of Minnesota, and on behalf
of said corporation.

                                                 -------------------------------
                                                 Notary Public

-------------------------------------
Notary Stamp/Expiration



STATE OF MINNESOTA  )
                    ) SS.                  (Seal)
COUNTY OF HENNEPIN  )

This instrument was acknowledged before me this 15 of January, 2003, by Richard
Perkins, known to me personally to be the person described herein, who has set
his hands above and executed this document of his own free act and deed.

                                                 /s/ Katherine L. Pike
                                                 -------------------------------
                                                 Notary Public

   1-31-05
-------------------------------------
Notary Stamp/Expiration



STATE OF MINNESOTA  )
                    ) SS.                  (Seal)
COUNTY OF HENNEPIN  )

This instrument was acknowledged before me this 15 of January, 2003, by Wayne
Mills, known to me personally to be the person described herein, who has set his
hands above and executed this document of his own free act and deed.

                                                 /s/ Katherine L. Pike
                                                 -------------------------------
                                                 Notary Public

   1-31-05
-------------------------------------
Notary Stamp/Expiration