FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

EXHIBIT 10.4.2

FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Amendment ”) is made as of February 28, 2006, but effective as of February 28, 2005 (“ Effective Date ”), by and between Immediatek, Inc., a Nevada corporation (“ Buyer ”), and Moving Records, LLC, a Minnesota limited liability company (“ Seller ”).

RECITALS:

     WHEREAS, Buyer and Seller are parties to that certain Asset Purchase Agreement, dated as of February 28, 2005 (the “ Purchase Agreement ”); and

     WHEREAS, Buyer and Seller desire to amend the Purchase Agreement to clarify certain assumed and excluded liabilities set forth in the Purchase Agreement.

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 Purchase Agreement . (a) Item g. under the section of the Purchase Agreement titled “Liabilities Assumed and Excluded” is hereby deleted in its entirety and replaced with the following:

     “g.. In addition to the debt referenced immediately above, Buyer hereby expressly assumes the account payable liability of Seller to Copycats in the aggregate amount of $13,973.39. Repayment terms are to be negotiated directly with Copycats in a separate document.”

     (b) Item h. is hereby added immediately following Item g. under the section of the Purchase Agreement