Exhibit 10.1



                                    AGREEMENT


          This  Agreement  (this  "Agreement")  is made and  entered  into as of
August 11, 2004, by and between Secured Digital  Applications,  Inc., a Delaware
corporation (the "Company"), and Laurus Master Fund, Inc. (the "Purchaser").

          This  Agreement  is  made  pursuant  to the  that  certain  Securities
Purchase  Agreement,  by  and  among  the  Purchaser,  SDA  America,  Inc.  (the
"Subsidiary") and the Company relating to the purchase of the Series A Preferred
Stock of subsidiary  (the "Series A Preferred");  the Certificate of Designation
of the Series A Preferred; the Securities Purchase Agreement, by and between the
Purchaser and the Company  relating to the issuance of the $500,000  Convertible
Term Note (the "Convertible  Note"); the Registration  Rights Agreements related
to the  foregoing  and the security and stock pledge  agreements  related to the
foregoing,  all  dated as of May 28,  2004,  whereby  the  Purchaser  agreed  to
purchase and the Company and SDA America,  Inc.  agreed to sell (i) the Series A
Preferred of SDA America,  Inc. with an aggregate stated value of $6,500,000 and
(ii)  the  $500,000   Convertible  Note,  such  documents  referred  to  as  the
"Transaction Documents."

          The Company and Purchaser agree as follows:

          1. Company shall file an amended registration  statement (the "Amended
Registration  Statement")  registering an additional  amount of shares of Common
Stock of the  Company  which have  become  issuable to the Holder as a result of
adjustments  to each of the Fixed  Conversion  Price referred to in the Note and
the Conversion  Price referred to in the certificate of designations  related to
the Series A Preferred.  Upon receipt by the Purchaser of notification  from the
Securities  and  Exchange  Commission   ("SEC")that  the  Amended   Registration
Statement has become  effective,  Purchaser  shall in the event that the closing
price of the  Company's  common  stock is greater  than $0.20 on the trading day
immediately following such notification by the SEC and no event of default under
the Transaction  Documents exists (i) convert Series A Preferred in an aggregate
stated value of $500,000 and (ii) upon  delivery to the  Purchaser of the shares
so converted,  cause  $500,000 to be released from the  restricted  cash account
maintained  at North Fork Bank and  related to the Series A  Preferred.  Company
agrees  that  Purchaser  may deduct  from such  released  amount any accrued and
unpaid dividends and fees related to such Series A Preferred so converted.

          2.  Subsidiary  shall  promptly  file  the  Amendment  No.  1  to  the
Certificate of Designation,  attached hereto as Exhibit A, with the Secretary of
State of the State of Delaware  and shall,  simultaneous  herewith,  execute the
amendments to the Registration Rights Agreement and Convertible Note attached as
Exhibits B and C,  respectively.  Unless expressly modified by this Agreement or
the  documents  referenced  therein,  all  other  terms  and  conditions  of the
Transaction Documents remain in full force and effect.

          3. Purchaser,  Company and Subsidiary  agree that any default that has
occurred as a result of any non-payment of interest or dividends required by the
Transaction  Documents that exists prior to the effective date of this Agreement
is hereby waived.

<PAGE>


          IN WITNESS  WHEREOF,  each of the Company,  the Parent and Laurus have
caused this Amendment No. 1 to the  Certificate of  Designations to be signed in
its name this 11th day of August, 2004.


                                           SECURED DIGITAL APPLICATIONS, INC.


                                           By:  /s/ Patrick Soon-Hock Lim
                                                -------------------------
                                                Name:  Patrick Soon-Hock Lim
                                                Title:  President


                                           SDA AMERICA, INC.


                                           By:  /s/ Patrick Soon-Hock Lim
                                                --------------------------
                                                Name:  Patrick Soon-Hock Lim
                                                Title:  President


                                           LAURUS MASTER FUND, LTD.


                                           By:  David Grin
                                           ----------------
                                           Name:  David Grin
                                           Title:  Fund Manager