EXHIBIT 10.2

                        ADDENDUM TO EMPLOYMENT AGREEMENT

This  addendum is in  reference to the  Agreement  between  UMDN,  Inc. and Kent
Keith, dated August 29,2000.

Beginning  November  1,  2001,  the terms of  Compensation  shall be  amended as
following:

The monthly salary outlined in above referenced  agreement shall be deferred for
an undetermined  period of time. At such time as Mr. Keith  requests,  the total
amount due him will be paid by UMDN,  Inc.  upon demand or upon his  termination
for any reason whatsoever. Mr. Keith, at his sole discretion may take the amount
due in lawful money and  immediately  available  funds, or opt to receive all or
part of the amount due in company  stock or options at the  current  established
value.  Mr.  Keith may cancel  this  deferral  at any time with 30 days  written
notice.

It  is to be  noted  that  the  above  referenced  agreement  sets  Mr.  Keith's
compensation at $10,000  monthly.  To date he been  compensated in the amount of
$7,300 monthly. Mr. Keith has waived any and all rights to the unpaid amount and
for the period of this deferral hereby agrees to a monthly salary of $7,000.  At
such time as this  deferral  arrangement  ceases Mr.  Keith  will  revert to the
salary as stated in the original employment agreement.

EMPLOYER:

UMDN, Inc.


By: /s/
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EMPLOYEE:

    /s/
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