EXHIBIT 10.4
                        ADDENDUM TO EMPLOYMENT AGREEMENT

This  addendum is in reference to the Agreement  between  UMDN,  Inc. and Starla
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 Mrs. Keith requests, the total
amount due her will be paid by UMDN, Inc. upon demand or upon his termination
for any reason whatsoever. Mrs. Keith, at her 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. Mrs. Keith may cancel this deferral at any time with 30 days
written notice.

It is to be  noted  that  the  above  referenced  agreement  sets  Mrs.  Keith's
compensation at $10,000 monthly.  To date she has been compensated in the amount
of $7,300 monthly. Mrs. 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 Mrs. 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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