Exhibit 3.8

                          CERTIFICATE OF INCORPORATION

                                       OF

                       SECURED DIGITAL APPLICATIONS, INC.


         FIRST:  The name of the Corporation is SECURED DIGITAL APPLICATIONS,
INC.
         SECOND: The address of its registered office in the State of Delaware
is 2711 Centerville Road, Suite 400, City of Wilmington, 19808, County of New
Castle; and the registered agent of the corporation in the State of Delaware at
such address is Corporation Service Company.
         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is: To engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware.
         FOURTH: The total authorized capital stock of the Corporation is two
hundred (200) shares of Common Stock of par value of $0.01 each.
         The holders of the Corporation's Common Stock as a class, have equal
ratable rights to receive dividends when, as and if declared by the Board of
Directors, out of funds legally available therefor and are entitled upon
liquidation of the Company to share ratably in the net assets available for
distribution, are not redeemable and have no preemptive or similar rights; and
holders of the Corporation's Common Stock have one non-cumulative vote for each
share held of record on all matters to be voted on by the Corporation's
stockholders.
         FIFTH:   The Corporation is to have perpetual existence.
         SIXTH:  In furtherance  and not in limitation of the powers  conferred
by statute,  the Board of Directors is expressly authorized to make, alter or
repeal the By-Laws of the Corporation.


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         SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the By-Laws of the Corporation. Elections of
directors need not be by written ballot unless the By-Laws of the Corporation
shall so provide.
         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders, directors or any other person herein are granted subject to this
reservation.
         NINTH: No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware General Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General Corporation Law. Any repeal or modification of this Article by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.


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         TENTH:  The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.
         ELEVENTH:  The name and mailing address of the incorporator is:

                           Darrin M. Ocasio
                           Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                           New York, NY 10018


         I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 22nd day of January 2004.

                                      /s/ Darrin M. Ocasio
                                      ------------------------------------------
                                      Darrin M. Ocasio, Incorporator


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