EXHIBIT 10.29.1


                ADDENDUM TO DOMESTIC DISTRIBUTION AGENT AGREEMENT

         This Addendum To Domestic Distribution Agent Agreement ("Addendum") is
made this 9th day of February, 2004, between TELEDIGITAL, INC., a Delaware
corporation, 1325 East 79th Street, Suite 6, Bloomington, Minnesota 55425
("Teledigital") and CELLNET COMMUNICATIONS, INC., a Michigan corporation, 31075
John R Road, Madison Heights, Michigan 48071 ("Cellnet").

                                   BACKGROUND

A. Teledigital and Cellnet entered into a Domestic Distribution Agent Agreement
("Agent Agreement") on July 9, 2003.

B. Under the Agent Agreement, Cellnet is authorized to provide its customers
(including distributors) cellular telephones that are pre-programmed with
Teledigital's software, and pin numbers, which authorize the cell phone user to
activate such cell phones (or to add pre-paid minutes to the cell phone).

C. Teledigital and Cellnet wish to amend the Agent Agreement by this Addendum to
provide that Cellnet will provide certain "back office operations" and cellular
telephone airtime to facilitate the pre-paid cellular program, and to make
certain other modifications to the Agent Agreement.

D. Teledigital has appointed a number of distributors ("Distributors"),
including Cellnet, who are authorized to resell pre-paid cellular telephones and
pin numbers that incorporate Teledigital's pre-paid software. Those Distributors
may resell such pre-paid cellular services to other subdistributors (who then
resell to retailers), to retailers (who then resell to the End User); or
directly to End Users. As used in this Addendum, the actual user of the cell
phone (whether he or she purchases it through a retailer, a subdistributor, or a
distributor) is referred to as the "End User."

         NOW, THEREFORE, in consideration of the above premises and the mutual
promises set forth below, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.       TELEDIGITAL'S SOFTWARE SERVICES. Cellnet hereby appoints Teledigital as
         its exclusive provider of pre-paid cellular software. Teledigital shall
         ensure that all cellular telephones that are programmed with its
         pre-paid software will automatically activate through Atlas
         Administration, which will route such airtime through Cellnet.

2.       CELLNET'S FACILITATION SERVICES. Teledigital hereby appoints Cellnet as
         the exclusive provider of cellular telephone airtime that is used by
         End Users except when:
         o        Cellnet has not established a market within 90 days of
                  Teledigital requesting that particular market be opened or is
                  unable to supply an adequate quantity of phone numbers to
                  support Teledigital's Distribution requirements.


<PAGE>


         In addition to providing airtime, Cellnet shall also manage an
         inventory of telephone numbers (i.e., it shall maintain a number of
         telephone numbers in inventory, assign those numbers to cellular
         handsets which are programmed with Teledigital's pre-paid software,
         etc.), and shall manage activations, de-activations, rate changes, etc.
         of cellular handsets that are programmed with Tele Digital's pre-paid
         software.

         Finally, Cellnet shall provide Customer Service to other Teledigital
         Distributors (but not to subdistributors, retailers, or End Users). As
         used in this Addendum, "Customer Service" shall mean: phone calls,
         voice mails, or emails from the Distributor as it relates to functions
         that the Distributor cannot facilitate on their own. This may include
         resetting a calling feature or voice mail, fixing a pin problem,
         rebirthing a phone, generating custom pins, changing rate plans,
         initializing pins, and reading airtime over the air.

3.       COMPENSATION TO CELLNET. Cellnet's sole compensation for providing the
         airtime and the facilitation services described above, shall be the
         amount that Cellnet collects from Teledigital's Distributors for
         Airtime Related Charges (which includes the Monthly Access Pin fee),
         less the amount Cellnet must pay to its airtime suppliers and less the
         pin/software fees due to Teledigital. "Air Time Related Charges" means
         any charges that are related to the End User's use of the cellular
         telephone including, without limitation, airtime charges, text message
         charges, roaming fees, caller I.D. fees, taxes, etc. Cellnet
         acknowledges and agrees that it shall be solely responsible for
         collecting payments from Distributors for Airtime Related Charges, and
         shall be solely responsible for paying Cellnet's suppliers of such
         airtime.

4.       PIN/SOFTWARE LICENSING FEES. Cellnet shall pay Teledigital software
         license fees (pin number fees) as indicated on Schedule A. These fees
         are payable weekly for the prior week's activations. There will be no
         fee paid to Teledigital for each handset's first month of activation
         (Start Up pin).

5.       RESALE PRICING. The parties acknowledge and agree that Cellnet may set
         prices to Distributors for Airtime Related Charges, pre-paid handsets,
         and pin numbers, in Cellnet's sole discretion.

6.       TERM. The term of the Agent Agreement is hereby extended to the second
         annual anniversary after the date of this Addendum. Either party may
         terminate this agreement for any reason upon ninety (90) days written
         notice to the other. Upon termination of this agreement Teledigital has
         the right to continue to provide Teledigital software to its
         Distribution network and Cellnet retains the ownership of the cellular
         phone numbers.

7.       CONFLICTS; NO OTHER MODIFICATIONS. In the event of any conflict between
         the terms of this Addendum and the terms of the Agent Agreement, the
         terns of this Addendum shall govern. Except as expressly modified by
         this Addendum, the Agent Agreement shall continue in full force and
         effect.

                            [signature page follows]


                                       2
<PAGE>


         IN WITNESS WHEREOF, the parties have signed this Addendum as of the
date written above.

                                      TELEDIGITAL, INC.,
                                      a Delaware corporation

                                      By:  /s/ Richard L. Barnaby
                                          --------------------------------------
                                           Richard L. Barnaby, President and CEO



                                      CELLNET COMMUNICATIONS, INC.,
                                      a Michigan corporation

                                      By:  /s/ Rick Goldsmith
                                          --------------------------------------
                                           Rick Goldsmith, President























                                       3