CERTIFICATE
OF DESIGNATION
 
 
 Valerie
Looi certifies that she is the Secretary of Secured Digital Applications, Inc.,
a Delaware corporation (hereinafter referred to as the “Company”) and that,
pursuant to the Company’s Certificate of Incorporation, as amended, and Section
151 of the General Business Corporation Law, the Board of Directors of the
Company adopted the following resolutions on November 7, 2008, and that none of
the shares of Series C Convertible Preferred Stock referred to in this
Certificate of Designation have been issued.
 
 
 Creation
of Series C Convertible Preferred Stock
 
 1.        There
is hereby created a series of preferred stock consisting of 100,000 shares and
designated as the Series C Convertible Preferred Stock (“Preferred Stock”),
having the voting powers, preferences, relative, participating, limitations,
qualifications, optional and other special rights and the qualifications,
limitations and restrictions thereof that are set forth below.
 
 
 Conversion
Provisions
 
 2.        The
holders of Preferred Stock shall have conversion rights as follows (the
“Conversion Rights”):
 
 Conversion
 
 (a)
              Right to
      Convert.  After the day on which the Company receives
      payment in full for Preferred Stock from, and issues Preferred Stock to, a
      particular holder of Preferred Stock (the “Issuance Date”), all Preferred
      Stock held by that holder shall be convertible at the option of the holder
      into such number of shares of common stock of the Company (“Common Stock”)
      on a one for 100 basis.
 
 (b)
              No Fractional
      Shares.  No fractional shares of Common Stock shall be
      issued upon conversion of the Preferred Stock, and in lieu thereof the
      number of shares of Common Stock to be issued for each share of Preferred
      Stock converted shall be rounded down to the nearest whole number of
      shares of Common Stock.  Such number of whole shares of Common
      Stock to be issued upon the conversion of one share of Preferred Stock
      shall be multiplied by the number of shares of Preferred Stock submitted
      for conversion pursuant to the Notice of Conversion (defined below) to
      determine the total number of shares of Common Stock to be issued in
      connection with any one particular
conversions.
 
 (c)
              Method of
      Conversion.  In order to convert Preferred Stock into
      shares of Common Stock, a holder of Preferred Stock
  shall
 
 (A)
              complete,
      execute and deliver to the Company the conversion certificate attached
      hereto as Exhibit A (the “Notice of Conversion”),
  and
  
  (B)
              surrender
      the certificate or certificates representing the Preferred Stock being
      converted (the “Converted Certificate”) to the
  Company.
 
 Subject
to paragraph 2(h) hereof, the Notice of Conversion shall be effective and in
full force and effect for a particular date if delivered to the Company prior to
5:00 pm, eastern standard time, by facsimile transmission or otherwise, provided
that particular date is a business day, and provided that the original Notice of
Conversion and the Converted Certificate are delivered to and received by the
Company within three (3) business days thereafter and that particular date shall
be referred to herein as the “Conversion Date”.  The person or persons
entitled to receive the shares of Common Stock to be issued upon conversion
shall be treated for all purposes as the record holder or holders of such shares
of Common Stock as of the Conversion Date. If the original Notice of Conversion
and the Converted Certificate are not delivered to and received by the Company
within three (3) business days following the Conversion Date, the Notice of
Conversion shall become null and void as if it were never given and the Company
shall, within two (2) business days thereafter, return to the holder by
overnight courier any Converted Certificate that may have been submitted in
connection with any such conversion. In the event that any Converted Certificate
submitted represents a number of shares of Preferred Stock that is greater than
the number of such shares that is being converted pursuant to the Notice of
Conversion delivered in connection therewith, the Company shall deliver a
certificate representing the remaining number of shares of Preferred Stock not
converted.
 
 (d)
              Absolute Obligation to
      issue Common Stock.  Upon receipt of a Notice of
      Conversion, the Company shall absolutely and unconditionally be obligated
      to cause a certificate or certificates representing the number of shares
      of Common Stock to which a converting holder of Preferred Stock shall be
      entitled as provided herein, which shares shall constitute fully paid and
      non-assessable shares of Common Stock and shall be issued to, delivered by
      overnight courier to, and received by such holder by the sixth (6th)
      business day following the Conversion Date. Such delivery shall be made at
      such address as such holder may designate therefor in its Notice of
      Conversion or in its written instructions submitted together
      therewith.
 
 (e)
              Minimum
      Conversion.  No less than 10 shares of Preferred Stock
      may be converted at any one time by a particular holder, unless the holder
      then holds less than 10 shares and converts all such shares held by it at
      that time.
 
 
 Adjustments
to Conversion Rate
 
 (f)
              Reclassification,
      Exchange and Substitution.  If the Common Stock to be
      issued on conversion of the Preferred Stock shall be changed into the same
      or a different number of shares of any other class or classes of stock,
      whether by capital reorganization, reclassification, reverse stock split
      or forward stock split or stock dividend or otherwise (other than a
      subdivision or combination of shares provided for above), the holders of
      the Preferred Stock shall, upon its conversion be entitled to receive, in
      lieu of the Common Stock which the holders would have become entitled to
      receive but for such change, a number of shares of such other class or
      classes of stock that would have been subject to receipt by the holders if
      they had exercised their rights of conversion of the Preferred Stock
      immediately before that changes.
 2
  (g)
              Reorganizations,
      Mergers, Consolidations or Sale of Assets.  If at any
      time there shall be a capital reorganization of the Company’s common stock
      (other than a subdivision, combination, reclassification or exchange of
      shares provided for elsewhere in this Section 2) or merger of the Company
      into another corporation, or the sale of the Company’s properties and
      assets as, or substantially as, an entirety to any other person, then, as
      a part of such reorganization, merger or sale, lawful provision shall be
      made so that the holders of the Preferred Stock receive the number of
      shares of stock or other securities or property of the Company, or of the
      successor corporation resulting from such merger, to which holders of the
      Common Stock deliverable upon conversion of the Preferred Stock would have
      been entitled on such capital reorganization, merger or sale if the
      Preferred Stock had been converted immediately before that capital
      reorganization, merger or sale to the end that the provisions of this
      paragraph (including adjustment of the Conversion Rate then in effect and
      the number of shares purchasable upon conversion of the Preferred Stock)
      shall be applicable after that event as nearly equivalently as may be
      practicable.
 
 (h)
              No
      Impairment.  The Company will not, by amendment of its
      Articles of Incorporation or through any reorganization, recapitalization,
      transfer of assets, merger, dissolution, or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms
      to be observed or performed hereunder by the Company, but will at all
      times in good faith assist in the carrying out of all the provisions of
      this Section 2 and in the taking of all such action as may be necessary or
      appropriate in order to protect the Conversion Rights of the holders of
      the Preferred Stock against
impairment.
 
 (i)
              Certificate as to
      Adjustments.  Upon the occurrence of each adjustment or
      readjustment of the Conversion Rate for any shares of Preferred Stock
      pursuant to paragraphs 2(g) or (h) hereof, the Company at its expense
      shall promptly compute such adjustment or readjustment in accordance with
      the terms hereof and prepare and furnish to each holder of Preferred Stock
      effected thereby a certificate setting forth such adjustment or
      readjustment and showing in detail the facts upon which such adjustment or
      readjustment is based. The Company shall, upon the written request at any
      time of any holder of Preferred Stock, furnish or cause to be furnished to
      such holder a like certificate setting forth: (i) such adjustments and
      readjustments; (ii) the Conversion Rate at the time in effect; and (iii)
      the number of shares of Common Stock and the amount, if any, of other
      property which at the time would be received upon the conversion of such
      holder’s shares of Preferred
Stock
  3
  Liquidation
Provisions
 
 3.        In
the event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, holders of Preferred Stock shall be entitled to
receive an amount equal to $40 per share, plus any accrued and unpaid dividends.
After the full preferential liquidation amount has been paid to, or determined
and set apart for the Preferred Stock and all other series of preferred stock
hereafter authorized and issued, if any, the remaining assets of the Company
available for distribution to shareholders shall be distributed ratably to the
holders of the Common Stock. In the event the assets of the Company available
for distribution to its shareholders are insufficient to pay the full
preferential liquidation amount per share required to be paid to the holders of
Company’s Preferred Stock, the entire amount of assets of the Company available
for distribution to shareholders shall be paid up to their respective full
liquidation amounts first to the holders of Preferred Stock, then to any other
series of preferred stock hereafter authorized and issued, all of which amounts
shall be distributed ratably among holders of each such series of preferred
stock, and the Common Stock shall receive nothing. A reorganization or any other
consolidation or merger of the Company with or into any other corporation, or
any other sale of all or substantially all of the assets of the Company, shall
not be deemed to be a liquidation, dissolution or winding up of the Company
within the meaning of this Section 3, and the Preferred Stock shall be entitled
only to: (i) the rights provided in any agreement or plan governing the
reorganization or other consolidation, merger or sale of assets transaction;
(ii) the rights contained in the Delaware General Business Corporation Law; and
(iii) the rights contained in other Sections hereof.
 
 Dividend
Provisions
 
 4.        The
holders of shares of Preferred Stock shall be entitled to receive dividends in
preference to any dividend on the Common Stock, as, when and upon such terms as
may be declared by the Board of Directors.
 
 Notices
 
 5.        In
the event of the establishment by the Company of a record of the holders of any
class of securities for the purpose of determining the holders thereof who are
entitled to receive any distribution, the Company shall mail to each holder of
Preferred Stock at least twenty (20) days prior to the date specified therein a
notice specifying the date on which any such record is to be taken for the
purpose of such distribution and the amount and character of such
distribution.
 
 6.        Any
notices required by the provisions hereof to be given to the holders of shares
of Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid and return receipt requested, and addressed to each holder of
record at its address appearing on the books of the Company or to such other
address of such holder or its representative as such holder may
direct.
 
 Voting
Provisions
 
 7.        Except
as otherwise expressly provided or required by law, the Preferred Stock shall
vote on all matters submitted for stockholder approval.  Each share of
Preferred Stock shall be entitled to such number of votes as is equal to 100
shares of Common Stock.
  4
  IN WITNESS WHEREOF, the
Company has caused this Certificate of Designation of Series C Convertible
Preferred Stock to be duly executed by its President this 7th day of November,
2008, who, by signing their names hereto, acknowledge that this Certificate of
Designation is the act of the Company and state to the best of their knowledge,
information and belief, under the penalties of perjury, that the above matters
and facts are true in all material respects.
 
 
 SECURED
      DIGITAL APPLICATIONS, INC./s/  Patrick
      Soon-Hock LimPatrick
      Soon-Hock LimChairman
      & CEO
  5
  EXHIBIT
A
 
 CONVERSION
CERTIFICATE
 SECURED
DIGITAL APPLICATIONS, INC.
 
 SERIES
C CONVERTIBLE PREFERRED STOCK
 
 The
undersigned holder (the “Holder”) is surrendering to Secured Digital
Applications, Inc., a Delaware corporation (the “Company”), one or more
certificates representing shares of Series C Convertible Preferred Stock of the
Company (the “Preferred Stock”) in connection with the conversion of all or a
portion of the Preferred Stock into shares of Common Stock, $0.00001 par value
per share, of the Company (the “Common Stock”) as set forth below.
 
 1.         The
Holder understands that the Preferred Stock was issued by the Company pursuant
to the exemption for registration under the United States Securities Act of
1933, as amended (the “Securities Act”), provided by Regulation D promulgated
thereunder.
 
 2.         The
Holder represents and warrants that all offers and sales of the Common Stock
issued to the Holder upon such conversion of the Preferred Stock shall be made
(a) pursuant to an effective registration statement under the Securities Act,
(in which case the Holder represents that a prospectus has been delivered) (b)
in compliance with Rule 144, or (c) pursuant to some other exemption from
registration.
 
 Number of
Shares of Preferred Stock being Converted:
___________________________
 
 Applicable
Conversion Rate: ______________________________________________
 
 OR
 
 Applicable
Alternative Conversion Rate: _____________________________________
 
 Number of
Shares of Common Stock To be issued: ______________________________
 
 Conversion
Date: _______________________________________________________
 
 Delivery
instructions for certificates of Common Stock and for new certificates
representing any remaining shares of Preferred Stock:
 
  Name of
Holder - Printed
 
  Signature
of Holder