Exhibit 10.5


                 AMENDMENT NO. 1 TO SECURITES PURCHASE AGREEMENT



     This AMENDMENT NO. 1 TO SECURITIES PURCHASE  AGREEMENT,  dated as of August
19, 2004 (this "Amendment No. 1"), by and between SECURED DIGITAL  APPLICATIONS,
INC., a Delaware  corporation  (the  "Company"),  SDA AMERICA,  INC., a Delaware
corporation  ("SDA  America"),  and LAURUS MASTER FUND,  LTD., a Cayman  Islands
company ("Laurus").

     Reference is made to that certain Securities Purchase  Agreement,  dated as
of May 28, 2004, among the Company, SDA America and Laurus related to the Series
A Preferred referred to therein (as amended,  modified or supplemented from time
to time, the "Securities  Purchase  Agreement").  Capitalized  terms used herein
without  definition  shall  have  the  meanings  ascribed  to such  terms in the
Securities Purchase Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.   Section 6.5 of the Securities Purchase Agreement is amended to read as
          follows:

     "6.5 Use of Funds.

          The Company agrees that it and its Subsidiaries  will use the proceeds
     of the sale of the Series A Preferred as follows:  (a) for  acquisition  of
     100% of the equity  interests of one or more other  companies that meet the
     following criteria:  (i) revenue in excess of $10,000,000 for the four most
     recently  ended fiscal  quarters of such company,  (ii) positive net income
     for the four most recently  ended fiscal  quarters of such  company,  (iii)
     positive cash flow from  operations for the four most recently ended fiscal
     quarters of such company,  (iv) the fair market value of such  company,  as
     set forth in an appraisal from an independent  appraiser  acceptable to the
     Purchaser  (which  appraisal  shall  be  delivered  by the  Company  to the
     Purchaser),  is  greater  than or equal  to  $5,000,000,  (v) such  company
     provides  audited  financial  statements  for its two most  recently  ended
     fiscal  years to the  Purchaser  and/or (vi) the Board of  Directors of the
     Company  approves  the  acquisition  of such  company;  and (b) for working
     capital purposes,  so long as the amount of proceeds utilized in accordance
     with  this  clause  (b) does not  exceed  the  stated  amount  of  Series A
     Preferred  which has been  converted  into  Common  Stock of the Company in
     accordance with the terms of this Agreement and the Related Agreements. The
     Company  agrees that it and its  Subsidiaries  will use the proceeds of the
     sale of the Warrant for working  capital.  In connection with the foregoing
     it is  understood  that the entire  amount of the  proceeds of the Series A
     Preferred will be deposited in the Restricted  Account on the Closing Date,
     shall be  subject to the terms and  conditions  of the  Restricted  Account
     Agreement  and shall be  maintained in the  Restricted  Account  unless the
     Company or any of its  Subsidiaries  utilizes  such  proceeds in accordance
     with this Section 6.5."
<PAGE>

     2.   This  Amendment  No.  1  shall  be  effective  as of the  date  hereof
          following  the  execution of same by each of the Company,  SDA America
          and Laurus.

     3.   There are no other amendments to the Securities Purchase Agreement.

     4.   Each of the Company and SDA America hereby  represents and warrants to
          Laurus that as of the date hereof all representations,  warranties and
          covenants  made by the  Company  in  connection  with  the  Securities
          Purchase  Agreement,  the Certificate of Designations  and the Related
          Agreements  are true  correct and complete and all of the Parent's and
          the  Company's  covenant  requirements  have been met.  As of the date
          hereof,  no Event of Default under any Related  Agreement has occurred
          or is continuing.

     5.   This  Amendment  No. 1 shall be binding  upon the  parties  hereto and
          their respective  successors and permitted  assigns and shall inure to
          the benefit of and be  enforceable  by each of the parties  hereto and
          its  successors and permitted  assigns.  THIS AMENDMENT NO. 1 SHALL BE
          CONSTRUED AND ENFORCED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAW OF
          THE STATE OF NEW YORK.  This  Amendment  No. 1 may be  executed in any
          number of counterparts, each of which shall be an original, but all of
          which shall constitute one instrument.



                     [Remainder of Page Intentionally Blank]
                            [Signature Page Follows]

<PAGE>



     IN WITNESS WHEREOF,  each of the Company, SDA America and Laurus has caused
this Amendment No. 1 to the  Securities  Purchase  Agreement  signed in its name
effective as of this 19th day of August 2004.




                                    SECURED DIGITAL APPLICATIONS, INC.


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



                                    SDA AMERICA, INC.

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

                                    LAURUS MASTER FUND, LTD.



                                    By:/s/ John Tucker
                                       ---------------
                                    Name:  John Tucker
                                    Title: Counsel