Exhibit 10.2



       AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS OF SDA AMERICA, INC.


This AMENDMENT NO. 1 TO CERTIFICATE OF DESIGNATIONS, dated as of August 11, 2004
(this "Amendment No. 1"), by and between SECURED DIGITAL  APPLICATIONS,  INC., a
Delaware corporation (the "Parent"),  SDA AMERICA,  INC., a Delaware corporation
(the  "Company"),  and  LAURUS  MASTER  FUND,  LTD.,  a Cayman  Islands  company
("Laurus").

Reference is made to (i) the CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING
POWERS, PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE RIGHTS OF SERIES A
CONVERTIBLE PREFERRED STOCK, $.01 PAR VALUE PER SHARE (as amended, modified or
supplemented from time to time, the "Certificate of Designations"), of the
Company and (ii) the Securities Purchase Agreement, dated as of May 28, 2004,
among the Parent, the Company and Laurus (as amended, modified or supplemented
from time to time, the "Securities Purchase Agreement"). Unless otherwise
indicated, capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the Certificate of Designations.

     NOW, THEREFORE, in consideration for the execution and delivery by the
Company of all documents requested by the holders of the Series A Preferred
Stock and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

          1. Section 3(a) of the Certificate of Designations is hereby amended
by inserting the following new subsection (iv) at the end thereof:

          "(iv) Notwithstanding anything to the contrary contained in this
Certificate of Designations, to the extent that all or a portion of the Monthly
Dividend Amount has accrued as set forth above in this Certificate of
Designation with respect to outstanding Series A Preferred Stock the proceeds of
which the Company is required to maintain (and is maintaining) in the Restricted
Account (as defined in the Restricted Account Agreement referred to in the
Securities Purchase Agreement) (such amount, the "Restricted Amounts"), such
Monthly Dividend Amounts that have accrued on such Series A Preferred Stock
shall not become payable until the earlier of (x) the first Monthly Dividend
Payment Date occurring immediately following the date on which the respective
Restricted Amount is released from the Restricted Account as set forth in the
Restricted Account Agreement (i.e., following a conversion, redemption or
otherwise, as applicable) and (y) any date on which the Company is dissolved.
For the avoidance of doubt, Monthly Dividend Amounts that have accrued with
respect to outstanding Series A Preferred Stock the proceeds of which do not
constitute a Restricted Amount shall be payable as set forth in this Certificate
of Designations without giving effect to this subclause (iv)".

     2.   Section 5(c) of the Certificate of Designations is hereby amended to
          provide as follows:

          (c) The number of shares of the Parent's Common Stock issuable upon
          conversion of each share of Series A Preferred Stock shall equal (i)
          the sum of (A) the State Value per share, as amended pursuant to
          Section 5 hereof, and (B) at the Holder's election, accrued and unpaid
          dividends on such share, (ii) divided by the Conversion Price (as
          defined below).

          The Conversion Price shall be set as follows: (a) for the first
          $2,000,000 in Stated Value or accrued and unpaid dividends or fees
          converted by Holder, the Conversion Price shall be $0.20; (b) for the
          next $1,000,000 in Stated Value or accrued and unpaid dividends or
          fees converted by Holder, the Conversion Price shall be $0.25; and (c)
          for each succeeding amount converted, whether in Stated Value or
          accrued and unpaid dividends or fees, the Conversion Price shall $0.35
          per share.
<PAGE>

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

     4.   There are no other amendments to the Certificate of Designations.

     5.   Each of the Parent and the Company  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 (as defined in the Securities  Purchase Agreement) 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.

     6.   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.

<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:  Chairman



                                       SDA AMERICA, INC.


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



                                       LAURUS MASTER FUND, LTD.


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