WAIVER OF SDA AMERICA, INC.
                           ---------------------------


     This  WAIVER,  dated  as  of  July 29, 2005 (this "Waiver"), 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) that certain secured convertible term note dated May 28, 2004
made  by  the  Company  in favor Laurus in the original principal amount of Five
Hundred  Thousand  Dollars ($500,000) (the "Note").  Unless otherwise indicated,
capitalized  terms  used  herein  without  definition  shall  have  the meanings
ascribed  to  such  terms  in  the  Certificate of Designations and the Note, as
applicable.

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

        1.  The Company hereby waives its right to require the Holder to deliver
seventy  five (75) days prior written notice of the Holder's conversion exercise
(in  excess  of  the 4.99% conversion limitation described in Section 3.2 of the
Note),  provided,  however, the Holder and the Company confirm and agree that at
this  waiver  shall  not  serve as a waiver or recission of the requirements set
forth  in  Section  3.2  of the Note regarding the Holder's beneficial ownership
exceeding 19.99% of the Common Stock.

        2.  The Company hereby waives its right to require the Holder to deliver
seventy  five (75) days prior written notice of the Holder's conversion exercise
(in  excess  of the 4.99% conversion limitation described in Section 5(b) of the
Certificate  of  Designations),  provided,  however,  the Holder and the Company
confirm  and  agree that at this waiver shall not serve as a waiver or recission
of the requirements set forth in Section 5(b) of the Note regarding the Holder's
beneficial ownership exceeding 19.99% of the Common Stock.

        3.  This  Waiver  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 or
the Note.

<PAGE>

        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 Note, 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  Waiver  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  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  Waiver  to  the  Certificate of Designations to be signed in its name this
29th  day  of  July,  2005.


                                       SECURED  DIGITAL  APPLICATIONS,  INC.


                                       By:    /s/  Patrick  Soon-Hock  Lim
                                              ----------------------------
                                       Name:  Patrick  Soon-Hock  Lim
                                       Title: Chief  Executive  Officer



                                       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