Filed by Bowne Pure Compliance



 




Exhibit 10.24.1


FIRST
AMENDMENT

TO

SERVICES AGREEMENT


THIS FIRST
AMENDMENT TO SERVICES AGREEMENT (this “Amendment”) is made
and entered into as of November 30, 2007, by and between Immediatek, Inc.,
a Nevada corporation (together with its successors,
“Immediatek”), and Radical Incubation LP, a Delaware limited
partnership (together with its successors, “Incubation LP”).
Each initially capitalized term used but not otherwise defined herein shall
have the meanings assigned to it in the Services Agreement (hereinafter
defined).


RECITALS:


WHEREAS, Immediatek
and Incubation LP are parties to that certain Services Agreement, dated as of
September 1, 2007 (the “Services Agreement”); and


WHEREAS, Immediatek
and Incubation LP desire to amend the Services 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. Amendments to the
Services Agreement.


(a) Section 2 of the Services Agreement is hereby
deleted in its entirety and replaced with the following:


“2. Term. The term (the “Term”)
of this Agreement shall continue until December 31, 2007.”


(b) Section 3 of the Services Agreement is hereby
deleted in its entirety and replaced with the following:


“3. Compensation. As compensation for the services
provided to Immediatek by Incubation LP under this Agreement, Immediatek hereby
agrees to pay monthly to Incubation LP the sum of the Monthly Personnel Amounts
(hereinafter defined), which in no case shall exceed $53,000 in the aggregate
in any given month (the “Monthly Fee”). For purposes of this
Agreement, “Monthly Personnel Amount” shall mean for each person
providing services hereunder during said particular calendar month, the product
of (i) the sum of said person’s then current monthly salary and the
monthly cost of his or her medical benefits and (ii) the percentage of
said person’s total working time that he or she expended providing
services hereunder. The Monthly Fee shall be due and payable within ten
(10) days of the last day of each calendar month (each a “Payment
Date”), commencing with the first Payment Date following the date
first written above.”








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2. Miscellaneous.


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


(b) This
Amendment may be executed in any number of 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


 


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


	 	 	 	 	 	 	 
	          Immediatek:	 	IMMEDIATEK,
INC.,


	 	 	a Nevada
corporation


	 	 	 	 	 
	
 

	 	By: 	 	/s/ DARIN DIVINIA 
	 	 	 	 	 


	
 

	 	Name: 	 	Darin Divinia 
	 	 	Title:	 	President & Chief Executive
Officer


	 	 	 	 	 
	          Incubation LP:	 	RADICAL INCUBATION
LP,


	 	 	a Delaware limited
partnership


	 	 	 	 	 
	 	 	By:	 	Radical Incubation Management
LLC,


	 	 	 	 	a Delaware limited liability
company,


	
 

	 	 	 	its general partner 
	 	 	 	 	 
	
 

	 	 	 	By: 	 	/s/ MARTIN WOODALL
	
 

	 	 	 	 	 	 
	
 

	 	 	 	Name:

Title: 	 	Martin Woodall

Vice President





 


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