ex10_1.htm


    
      
        

      
Exhibit 10.1

       

      DATED
THIS 10th DAY OF FEBRUARY 2009

      


      


       

       

      BETWEEN

      


      


      ACTIVE
VALOR INTERNATIONAL LIMITED

      


      


      AND

      


      


      SECURED
DIGITAL APPLICATIONS, INC

      


      


      AND

      


      


      DIGITALAPPS
SDN BHD

      


      


      ******************************************************

      


      


      SHAREHOLDERS
AGREEMENT

      


      


      *******************************************************


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      THIS AGREEMENT is dated this
10th  day of  February, 2009.

      


      BETWEEN

      


      
        	
                (1)

              	
                ACTIVE VALOR INTERNATIONAL
      LIMITED, a private limited company incorporated in British Virgin
      Islands and having its registered office at Portcullis
      Trustnet Chambers, P.O. Box 3444, Road Town, Tortola British Virgin
      Islands (hereinafter
      referred to as "AVI") of the first
      part;

              


      

      


      
        AND

      

       

      
        	
                (2)

              	
                SECURED DIGITAL APPLICATIONS,
      INC, a company incorporated in Delaware, United States of America
      and having its business address at 230 Park Avenue, 10th
      Floor, New York, NY 10169 (hereinafter referred to as "SDA") of the second
      part;

              


      

      


      
        AND

      

      


      
        	
                (3)

              	
                DIGITALAPPS SDN BHD, a private
      limited company incorporated in Malaysia and having its registered office
      32B, Jalan SS2/66, 47300 Petaling Jaya, Selangor (hereinafter referred to
      as “the Company”)
      of the third part;

              


      

      


      


      WHEREAS
:-

      


      


      
        	
                (A)

              	
                The
      Company is in the business of providing mobile Voice Over Internet
      Protocol (“VoIP”) application, information technology and multimedia
      content production services, biometric security solutions and RFID-enabled
      applications.

              


      

      


      
        	
                (B)

              	
                The
      Company and SDA are desirous of raising additional capital to fund the
      roll out of mobile VoIP applications including VoIP voice calls, mobile
      advertising and mobile video sharing services in
  China.

              


      

      


      
        	
                (C)

              	
                The
      parties hereto wish to conclude this Agreement to set down their mutual
      understandings in respect of the Business of the Company, their respective
      shareholdings and to regulate their relationship as shareholders of the
      Company.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      NOW
THEREFORE THIS AGREEMENT WITNESSETH as follows :-

      


      
        	
                1.

              	
                INTERPRETATION AND
      DEFINITIONS

              


      

      


      
        	
                 
      

              	
                Save
      as otherwise defined herein, all terms used shall have the meanings
      ascribed to them in the Subscription Agreement.  In this
      Agreement, unless otherwise required or indicated by the context, the
      singular shall include the plural and vice versa, words indicating any one
      gender shall include the other genders, words indicating natural persons
      shall include legal persons and bodies corporate and vice versa, terms
      defined elsewhere in this Agreement shall have the meanings respectively
      assigned to them and the following terms shall have the meanings
      respectively assigned to them hereunder,
  namely:-

              


      

      


      
        	
                 
      

              	
                "Act"

              	
                means
      the Malaysian Companies Act, 1965, as amended or revised from time to
      time;

              


      

      


      
        	
                 
      

              	
                "Agreement"

              	
                means
      the agreement recorded in this
document;

              


      

      


      
        	
                 
      

              	
                “Board”

              	
                means
      the board of Directors of the Company for the time
  being;

              


      

      


      
        	
                 
      

              	
                "Business"

              	
                means
      the business as described in the Recitals
  hereto;

              


      

      


      
        	
                 
      

              	
                "Business
      days"

              	
                means
      all days of the week excluding Saturdays and Sundays and public holidays
      in Malaysia;

              


      

      


      
        	
                 
      

              	
                "Company"

              	
                means
      DIGITALAPPS SDN BHD
      (Company No : 721697-W) a private limited company incorporated in
      Malaysia and having its registered office 32B Jalan SS2/66, 47300 Petaling
      Jaya, Selangor, Maaysia.

              


      

      


      
        	
              	
                “Director
      & Directors”

              	
                means
      one or more directors of the Company for the time
  being;

              


      

      


      
        	
                 
      

              	
                “Issue
      Price”

              	
                means
      the price at which each Share shall be issued to AVI which shall be
      RM1.00;

              


      

      


      
        	
                 
      

              	
                "Members"

              	
                means
      the shareholders of the Company from time to time in terms of this
      Agreement and "Member" shall have a corresponding
  meaning;

              


      

      


      
        	
                 
      

              	
                “Parties”

              	
                means
      the Company, AVI and SDA and  “Party” means any one of
      them;

              


      

      


      
        	
                 
      

              	
                “Person
      or Persons”

              	
                means
      one or more individuals, partnerships, limited liability companies,
      corporations, trusts, unincorporated associations or government
      authorities or agencies;

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                “Ringgit
      Malaysia

                or
      RM”

              	
                 

                means
      the lawful currency of Malaysia

              


      

      


      
        	
                 
      

              	
                “Share(s)”

              	
                means
      the ordinary shares of Ringgit Malaysia One (RM1.00) each only in the
      Company;

              


      

      


      
        	
              	
                “Subscription
      Shares”

              	
                means
      the nine hundred (900) Shares to be   subscribed for by AVI
      at the Issue Price per share.

              


      

      


      
        	
                 
      

              	
                “Shareholder(s)”

              	
                means
      the holders of the Shares in the
Company;

              


      

       

      
        	
                2.

              	
                DURATION

              


      

      


      
        	
                 
      

              	
                The
      obligations of the parties under this Agreement shall take effect from the
      date of the execution of this Agreement (hereinafter referred to as “the Effective Date”)
      and shall subject to early termination in accordance with the provisions
      hereunder, subsist until such time as determined in writing by mutual
      agreement of the parties.

              


      

       

      
        	
                3.

              	
                AGREEMENT

              


      

      


      
        	
                3.1

              	
                AVI
      and SDA in consideration of the mutual promises and covenants set forth
      herein hereby agree to enter into this Agreement to regulate their
      relationship as shareholders of the
Company.

              


      

      


      
        	
                3.2

              	
                The
      Company shall be party to and be bound by the terms of this
      Agreement.

              


      

      


      
        	
                3.3

              	
                The
      Business of the Company shall be conducted in its best interests on sound
      commercial principles subject to the provisions of this Agreement and in
      accordance with all applicable laws of
Malaysia.

              


      

      


      
        	
                3.4

              	
                On
      the Effective Date, the shareholdings of the parties in the Company shall
      be as set out hereinbelow
      :

              


      

       

      
        
          
            
              
                
                  	
                          Name

                        	
                          No.
      of

                          Shares

                        	
                          Percentage

                          (%)

                        
	
                          AVI

                        	
                          900

                        	
                          90

                        
	
                          SDA

                        	
                          100

                        	
                          10

                        
	 
      	 
      	 
      
	
                          Total

                        	
                          1000

                        	
                          100.0

                        


                

              

            

          

        

      

       

      
        	
                3.5

              	
                Notwithstanding
      any clause herein or in the Articles of Association of the Company, AVI
      and SDA shall be entitled to transfer any portion of the Shares held by it
      to any of its nominee, subsidiary or associated companies at any time it
      deems fit by service of written notice and the Parties hereto shall pass
      the requisite resolutions to give effect to the
  same.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                3.6

              	
                In
      consideration of AVI acquiring ninety (90) percent equity in the Company,
      AVI shall pay to SDA a guaranteed income of $3,900,000.00 payable over a
      period of three (3) years:

              


      

      


      
        
          
            
              
                
                  	
                          Year

                        	 	
                          Amount
      (US$)

                        	 
	 
      	 	 	 
	
                          2009

                        	 	 	1,200,000.00	 
	
                          2010

                        	 	 	1,300,000.00	 
	
                          2011

                        	 	 	1,400,000.00	 


                

              

            

          

        

      

      


      
        	
                3.7

              	
                The
      method of payment by AVI to SDA shall be in the form of cash or payment by
      third parties on behalf of AVI or any other mode of payment as the Parties
      may mutually agree.

              


      

      


      
        	
                3.8

              	
                AVI
      and SDA shall use their best  effort to list
      the  Company’s  shares on an Asian stock exchange
      within three (3) years from the Effective Date of this Agreement subject
      to the Company meeting the listing
requirements.

              


      

      


      
        	
                3.9

              	
                AVI
      will provide up to $11.5 million to  fund the roll
      out  of  the  Company’s mobile VoIP services
      that shall include mobile VoIP calls, mobile advertising and mobile video
      sharing applications in China within one (1) year from the Effective Date
      of this Agreement.

              


      

       

      
        	
                4.

              	
                THE
      COMPANY

              


      

      


      
        	
                4.1

              	
                The
      Memorandum and Articles of Association of the Company shall be drawn or
      amended, as the case may be, so as to ensure conformity with the
      provisions of this Agreement. In the event of any conflict between the
      terms of this Agreement and the Articles of Association of the Company,
      the terms of this Agreement shall
prevail.

              


      

      


      
        	
                4.2

              	
                The
      main objects of the Company shall include the carrying on of the Business
      in accordance with the terms and conditions contained
    herein.

              


      

      


      
        	
                4.3

              	
                The
      authorised share capital of the Company presently is RM100,000.00 divided
      into 100,000 ordinary shares of RM1.00
each

              


      

      


      
        	
                4.4

              	
                Subject
      to the other provisions of this Agreement, the shareholding ratio of the
      parties in the Company shall at all times be maintained at the proportions
      set out in Clause 3.4 above unless otherwise mutually agreed by the
      parties.

              


      

      


      
        	
                4.5

              	
                The
      registered office of the Company shall be at 32B Jalan SS2/66, 47300
      Petaling Jaya, Selangor unless otherwise determined in writing by
      AVI.

              


      

      


      
        	
                4.6

              	
                A
      resolution for the appointment of two (2) persons nominated by AVI and one
      (1) person by the SDA as directors for the Company shall be adopted on the
      Effective Date (unless already done prior to the Effective Date) at a
      Board Meeting or General Meeting of the Company as the case may
      be.  Notwithstanding the provision of this Clause, AVI has the
      prerogative to nominate one (1) person as director at the time of
      execution of this Agreement.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                4.7

              	
                The
      financial year end of the Company shall be 31st
      December or any other date mutually agreed upon by the parties to this
      Agreement.

              


      

      


      
        	
                4.8.

              	
                Each
      of the parties hereto covenant and undertake to the other that it will use
      its best endeavours to contribute its expertise and resources including
      but not limited to the matters as set out below to ensure the successful
      operation of the Company :

              


      

      


      
        	
              	
                4.8.1

              	
                The
      Members shall
      collectively assist in setting the policies and direction of the Company
      at the Board level.

              


      

      


      
        	
              	
                4.8.2

              	
                The
      Parties respectively covenant with each other that for the duration of
      this Agreement :

              


      

      


      
        	
                 
      

              	
                (a)

              	
                to
      support and complement each other for the mutual benefit and
      enhancement  of  the  Business of the
      Company as agreed;.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                to
      make the requisite declarations at the earliest time possible in any event
      where the private businesses of the Members may give rise to any potential
      conflict or conflict of interests with the business of the
      Company.

              


      

      


      
        	
              	
                4.8.3

              	
                Nothwithstanding
      clause 4.8.2(b) above, AVI agrees that SDA or its subsidiaries shall be
      not be restricted in any manner whatsoever to conduct the same Business as
      the Company in any country.

              


      

      


      
        	
                4.9

              	
                AVI
      shall have the sole right to change or appoint the auditors and/or the
      corporate secretary/company secretary of the Company as it deems
      fit.

              


      

      


      
        	
                5.

              	
                MEETINGS
      OF MEMBERS

              


      

      


      
        	
                5.1

              	
                The
      quorum for general meetings and all adjourned general meetings shall
      comprise two (2) Members of the Company. Members may be represented by
      their duly authorised corporate representatives or  proxy who,
      provided that he is duly appointed as such, shall be entitled to speak and
      vote on behalf of the Member appointing
him/her.

              


      

      


      
        	
                5.2

              	
                Fourteen
      (14) days notice shall be given for all annual and extraordinary general
      meetings of the Company save for those meetings requiring special
      resolutions which shall require twenty-one (21)
  days.

              


      

      


      
        	
                5.3

              	
                The
      Chairman at meetings of Members shall be a representative of or a person
      nominated by AVI, failing which such other director as may be appointed by
      the board of Directors (“the Board”). The
      Chairman shall have a second or casting vote in addition to his
      deliberative vote as a representative of a
  Member.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                5.4

              	
                A
      written resolution signed on behalf of all of the Members, whether on the
      same document or on different documents in identical terms, shall be as
      valid and effective as a resolution duly passed at a duly constituted
      meeting of Members, provided that such written resolution shall be placed
      in the minute book of the Company.

              


      

      


      
        	
                6.

              	
                DIRECTORS

              


      

      


      
        	
                6.1

              	
                The
      Company shall be managed by a Board of Directors. Unless otherwise agreed
      the number of directors shall be three (3),
      one a nominee of  SDA and two (2)  being nominees
      of  AVI.

              


      

      


      
        	
                6.2

              	
                Each
      of the Members shall be entitled to appoint their representatives to the
      Board of Directors and to remove any such director and to replace any such
      director who is removed or ceases for any other reason to be a director.
      Any appointment to or removal from the office of director shall be made by
      notice in writing to the Company and shall take effect immediately upon
      such notice.

              


      

      


      
        	
                6.3

              	
                In
      the event that the shareholding ratio ceases to be as set out in Clause
      3.5 hereof, the number of directors which each party is entitled to
      appoint shall be varied to reflect the proportion of the new shareholdings
      (as far as may be practicable).

              


      

      


      
        	
                6.4

              	
                Any
      person appointed as a director shall
:-

              


      

      


      
        	
              	
                6.4.1

              	
                hold
      office until;

              


      

      


      
        
        

      

      
        
          	 	
                  6.4.1.1

                	
                  he
      shall have been removed therefrom by the Member
      so appointing him; or

                
	 	 	 
	 	
                  6.4.1.2

                	
                  he
      shall have resigned therefrom by notice in writing
      to the Company; or

                
	 	 	 
	
                   
      

                	
                  6.4.1.3

                	
                  he
      shall have been disqualified therefrom for any reason
      whatsoever;

                


        

      

      


      
        	
                
                

              	
                6.4.2

              	
                be
      entitled to hold shares in the share capital of the
    Company;

              


      

      


      
        	
                
                

              	
                6.4.3

              	
                be
      entitled, with the written consent of the Member so appointing him (if
      applicable) to appoint an alternate director to
  himself.

              


      

      


      
        	
                6.5

              	
                The
      directors shall meet as often as is necessary for the effective management
      of the Company, but not less than once every
  year.

              


      

      


      
        	
                6.6

              	
                Notice
      of all meetings of directors shall be given to the directors or their
      alternate, as the case may be, at least seven days prior to the holding of
      such meeting. Notices of directors' meetings shall be sent by courier
      service or telefax to the directors as such telefax numbers of which they
      may notify the Company from time to time and also to the Members in
      accordance with the provisions of Clause
13.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                6.7

              	
                Decisions
      of directors may only be taken at meetings of which a quorum is present. A
      quorum for any meeting of directors or adjournments thereof shall be two
      (2) directors.  If such a quorum is not present at any meeting
      of the directors within half-an hour of the time appointed for the meeting
      then such meeting shall stand adjourned to a date seven (7) days from the
      date of the said meeting at the same time and place (hereinafter
      referred to as “the Adjourned Board Meeting”).  At any Adjourned
      Board Meeting of the directors, only matters specified in the notice of
      the initial meeting of the directors may be decided. PROVIDED ALWAYS THAT
      in the event of the day being a public holiday the Adjourned Board Meeting
      shall be held on the next Business Day at the same time and
      place.

              


      

      


      
        	
                6.8

              	
                Subject
      to the quorum being present, all resolutions of the Board of Directors
      shall be approved by a simple majority vote of the directors
      present.

              


      

      


      
        	
                6.9

              	
                A
      circular resolution signed by a majority of the Directors, whether on the
      same document or on different documents in identical terms, shall be as
      valid and effective as a resolution duly passed at a duly constituted
      meeting of directors, provided that such circular resolution shall be
      placed in the minute book of the
Company.

              


      

      


      
        	
                6.10

              	
                The
      Parties hereto agree that a Director shall be permitted to participate and
      vote at a meeting of Directors through the use of teleconferencing and/or
      video conferencing facilities subject always that the Directors
      participating at that meeting shall reconfirm with each other prior to the
      adjournment of that meeting:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                all
      resolutions made; and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                that
      each one has heard the other
clearly;

              


      

      


      and all
such resolutions shall be reduced to writing to be duly executed by the
participating Directors within twenty four (24) hours from the time of meeting
and the written document shall be recorded in the minute book.

      


      
        	
                6.11

              	
                The
      Chairman of the Board of Directors of the Company shall be a director
      appointed by the Board of Directors and shall be a representative of
      AVI.

              


      

      


      
        	
                7.

              	
                CONDUCT
      OF THE BUSINESS OF THE
COMPANY

              


      

      


      
        	
                7.1

              	
                The
      parties hereto agree to work together to manage the
    Company.

              


      

      


      
        	
                7.2

              	
                AVI
      shall be entitled to nominate a person(s) and the Company shall appoint
      the nominated person as the Executive Chairman and Managing Director of
      the Company.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                7.3

              	
                The
      terms of employment and particularly the remuneration and responsibilities
      of any other key or senior personnel shall be subject to mutual agreement
      of the Parties.

              


      

      


      
        	
                7.4

              	
                Dividends
      shall be declared by the Board of Directors at their discretion from time
      to time.

              


      

      


      
        	
                8.

              	
                FINANCING

              


      

      


      
        	
                 
      

              	
                The
      working capital financial requirements of the Company in excess of the
      present paid up capital of the Company shall be funded by
    AVI.

              


      

      


      
        	
                9.

              	
                CONFIDENTIALITY

              


      

      


      
        	
                9.1

              	
                None
      of the parties shall, during the period of this Agreement or at any time
      thereafter, divulge or communicate to any person any confidential
      information concerning the business or finances of the Company or any
      dealings, transactions or affairs or other information relating to the
      parties pertaining to the Company and its business. For the purposes of
      this Clause 9, "confidential information" shall mean all information,
      know-how, data, specifications, reports and other materials, whether in
      written, oral, electronic or visual form, trade secrets customer supplier
      or clientele listings, but does not include information which at the time
      of disclosure thereof, is in the public domain or, after disclosure,
      becomes part of the public domain by publication or otherwise, through no
      fault of the parties or any of them. The parties shall procure that their
      employees, directors, consultants and agents (if any) shall be bound to
      the restrictions contained in this Clause
9.

              


      

      


      
        	
                9.2

              	
                The
      confidentiality provisions as contained in sub-Clause 9.1 above shall not
      apply to any disclosure of confidential information for purposes of
      enforcing any provision of this Agreement nor shall they apply to any
      disclosure made in compliance with any requirements of law or where such
      disclosure is required by any governmental authority or regulatory
      body.

              


      

      


      
        	
                9.3

              	
                These
      confidentiality provisions shall survive the termination of this Agreement
      and shall be binding on the parties for a period of three (3) years from
      the termination of this Agreement.

              


      

      


      
        	
                10.

              	
                MUTUAL
      SUPPORT

              


      

      


      
        	
                 
      

              	
                The
      parties undertake to do or to procure the doing of such things and to
      perform or procure the performance of all acts necessary for or incidental
      to the putting into effect or the maintenance of this Agreement and to
      deal with each other and with the Company in the utmost good
      faith.

              


      

      


      
        	
                11.

              	
                TERMINATION

              


      

      


      
        	
                 
      

              	
                Should
      any party (the "defaulting party")
:

              


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                11.1

              	
                commit
      any act of insolvency or bankruptcy as defined in the insolvency or
      bankruptcy legislation of its home jurisdiction;
  or

              


      

      


      
        	
                11.2

              	
                be
      wound up, whether provisionally or finally and whether compulsorily or
      voluntarily or be placed under judicial management or have a receiver
      appointed over the whole or any part of its assets;
  or

              


      

      


      
        	
                11.3

              	
                enter
      into any arrangement or compromise with any of its creditors;
      or

              


      

      


      
        	
                11.4

              	
                be
      the subject of any resolution passed for its winding up or dissolution;
      or

              


      

      


      
        	
                11.5

              	
                have
      a judgment given against it/him in any court of law which, if appealable,
      is not appealed against within the period allowed for the lodging of such
      an appeal or if not subject to an appeal, remains unsatisfied for a period
      of ten (10) days; or

              


      

      


      
        	
                11.6

              	
                die
      or become insane (for natural persons);
or

              


      

      


      
        	
                11.7

              	
                breach
      any of the terms and conditions of this
  Agreement;

              


      

      


      
        	
                 
      

              	
                then
      the other party or parties (the "Aggrieved party or parties") shall
      be  entitled forthwith in the case of sub-Clauses 11.1 to 11.6,
      both inclusive, and in the case of sub-Clause 11.7 where the defaulting
      party has failed to remedy such breach within a period of fifteen (15)
      business days after receipt or deemed receipt of written notice pursuant
      to Clause 13 by the Aggrieved party requiring it to do so, to terminate
      this Agreement by written notice to that effect given to the defaulting
      party, which termination shall be effective immediately upon delivery of
      the said notice and  without prejudice to any other rights which
      the Aggrieved party may have at law.  The Aggrieved party or
      parties shall also be entitled to purchase the shares of the defaulting
      party (except if the provisions under Clause 11.6) in proportion to their
      shareholdings then prevailing at fifty percent (50%) of the net tangible
      assets (NTA) of the shares of the defaulting party based on the NTA of the
      Company as at the calendar quarter immediately preceding the default (to
      be determined by the Company Auditors) by written notice delivered to the
      defaulting party any time after the delivery of the notice of
      termination.  If the Aggrieved party or parties elect not to or
      are unable to purchase such shares at 50% of the NTA value of those shares
      the parties shall share equally any costs and expenses necessary or
      required in the liquidation or dissolution
  process.

              


      

      


      
        	
                 
      

              	
                In
      the event the provisions under Clause 11.6 apply the Aggrieved party or
      parties shall have full benefit of the above provision save that the
      shares shall be acquired at One Hundred (100%) per centum of the then
      prevailing net tangible assets per share of the Company as certified by
      the Company’s Auditors.

              


      

      


      
        	
                12.

              	
                MEDIATION

              


      

      


      
        	
                12.1

              	
                Any
      dispute, controversy or claim arising out of or relating to this Agreement
      or the breach, termination or invalidity thereof, shall be settled in the
      following manner:

              


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                firstly,
      by mediation between all parties to this Agreement. The appointing
      authority shall be the appointed Mediator for the time being for the Kuala
      Lumpur Bar Council. The number of Mediators shall be one (1). The place of
      mediation shall be the Bar Council, No. 13, 15-17, Jalan Leboh Pasar
      Besar, 50050 Kuala Lumpur. The language to be used in mediation
      proceedings shall be the English
Language.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                in
      the event that Clause 12.1(a) is unsuccessful, only then by resort to the
      Courts of Malaysia.

              


      

      


      
        	
                13.

              	
                NOTICES

              


      

      


      
        
          	
                   
      

                	
                  Any
      notice given by or to either party or by or to the Company in terms of
      this Agreement shall be given in writing and shall be delivered by hand to
      the responsible person or to their last known address (if not the address
      in this Agreement) or sent by courier service or prepaid certificate of
      post to the person and address as stated in this Agreement whereupon it
      shall be deemed to have been received when so delivered by hand or three
      (3) days after being sent by courier service or prepaid certificate of
      posting.

                


        

      

      


      
        	
                14.

              	
                OVERRIDING
      AGREEMENT

              


      

      


      
        	
                 
      

              	
                In
      the event of any conflict between the Articles of Association of the
      Company and this Agreement, the terms and conditions of this Agreement
      shall prevail. The parties shall take such steps as may be necessary to
      amend the Articles of Association of the Company to conform with the terms
      of this Agreement.

              


      

      


      
        	
                15.

              	
                GOVERNING
      LAW AND JURISDICTION

              


      

      


      
        	
                 
      

              	
                This
      Agreement shall be governed by and interpreted under the laws of Malaysia
      for the time being in force.

              


      

      


      
        	
                16.

              	
                NO
      VARIATION

              


      

      


      
        	
                 
      

              	
                No
      variation of or addition or agreed cancellation to this Agreement shall be
      of any force or effect unless it is reduced to writing and signed by or on
      behalf of the parties.

              


      

      


      
        	
                17.

              	
                GENERAL

              


      

      


      
        	
                17.1

              	
                This
      Agreement constitutes the entire agreement between the parties regarding
      the subject matter hereof. No agreements, guarantees or representations,
      whether verbal or in writing, have been concluded, issued or made, upon
      which either party is relying in concluding this Agreement, save to the
      extent set out herein.

              


      

      


      
        	
                17.2

              	
                The
      headings appearing in this Agreement have been used for reference purposes
      only and will not affect its
interpretation.

              


      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                17.3

              	
                No
      indulgence, leniency or extension of time which a party (the "grantor")
      may grant or show to the other, will in any way prejudice the grantor or
      preclude the grantor from exercising any of his rights in the
      future.

              


      

      


      
        	
                17.4

              	
                If
      any particular provision and/or term of this Agreement is found to be
      defective or unenforceable or is cancelled for any reason (whether by any
      competent Court or otherwise) then the remaining provisions and/or terms
      shall continue to be of full force and effect. Each provision and/or term
      of this Agreement shall accordingly be construed as entirely separate and
      separately enforceable in the widest sense from the other provisions
      and/or terms hereof.

              


      

      


      
        	
                17.5

              	
                None
      of the parties hereto shall be entitled to cede or assign any of its
      rights, or delegate any of its obligation hereunder without the prior
      written consent of the other first being
  obtained.

              


      

      


      
        	
                17.6

              	
                Time
      wherever mentioned in this Agreement, shall be of the essence and shall be
      strictly adhered to unless otherwise extended or varied in writing by the
      parties.

              


      

      


      
        	
                18.

              	
                COSTS

              


      

      


      
        	
                 
      

              	
                Each
      party shall bear their own solicitors costs in the vetting negotiation and
      conclusion of this Agreement.

              


      

      


      
        	
                19.

              	
                FORCE
      MAJEURE

              


      

      


      
        	
                19.1

              	
                The
      parties hereto shall not have any claim of any nature whatsoever against
      each other for failure to fulfil their obligations under this Agreement by
      reason of force majeure.

              


      

      


      
        	
                19.2

              	
                If
      any obligation of either party is delayed by reason of force majeure, then
      the period for carrying out such obligation shall be extended to such date
      as is agreed by the parties hereto in
writing.

              


      

      


      
        	
                19.3

              	
                For
      purposes of this Clause 19, "force majeure" shall include, without
      limitation, any acts of God, fires, strikes, wars, riots, earthquakes,
      floods, storms, typhoon lockouts, compliance with governmental requests,
      laws, regulations, orders or action not within the reasonable control,
      directly or indirectly, of the party affected, but only if and to the
      extent that, (a) such event, despite the exercise of reasonable diligence,
      cannot be or be caused to be prevented, avoided or removed by such party,
      (b) such event materially adversely affects (in cost and/or time) the
      ability of such party to perform its obligations under this Agreement and
      such party has taken all reasonable precautions, due care and reasonable
      alternative measures in order to avoid the effect of such event on such
      party’s ability to perform its obligations under this Agreement and to
      mitigate the consequences thereof, (c) such event is not the direct or
      indirect result of the failure of such party to perform any of its
      obligations hereunder and (d) such party has given the other party prompt
      notice describing such event, the effect thereof and the actions being
      taken in order to avoid, remove or mitigate the effect of such event, then
      either party shall be excused from performance and shall not be construed
      to be in default in respect of any obligation hereunder for so long as its
      failure to perform such obligation shall be due to an event of Force
      Majeure.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                20.

              	
                ACCOUNTING
      AND OTHER FINANCIAL REPORTS

              


      

      


      
        	
                20.1

              	
                The
      Board of Directors shall ensure that the Company maintains accurate and
      complete accounting and other financial records in accordance with
      generally accepted accounting principles in
  Malaysia.

              


      

      


      
        	
                20.2

              	
                At
      the end of each accounting period, the books, records and accounts of the
      Company shall be audited at the expense of the Company by the auditors
      appointed by the Company.

              


      

      


      
        	
                20.3

              	
                The
      Directors of the Company shall have full and complete access to the books,
      records, accounts and supporting documents maintained by the Company
      during the Company’s normal business
hours.

              


      

      


      
        	
                21.

              	
                SALE
      AND TRANSFER OF SHARES

              


      

      


      
        	
                 
      

              	
                Any
      party to this Agreement shall be at liberty at any time to sell, transfer,
      or otherwise dispose of its shares or any part thereof to a nominee or a
      related company (within the definition of the term “related” in Section 6
      of the Companies Act 1965) or to any director of its related company
      subject to the consent in writing of the other parties whose consent shall
      not be unreasonably withheld.  The party selling, transferring
      or otherwise disposing of its shares or any part thereof shall remain
      liable as primary obligor and not just as guarantor to ensure that the
      obligations and covenants of this Agreement are complied
    with.

              


      

      


      
        	
                22.

              	
                RIGHT
      OF FIRST REFUSAL

              


      

      


      
        	
                22.1.

              	
                The
      parties to this Agreement may sell, transfer or otherwise dispose of its
      shares at any time only by serving written notice to the other party in
      accordance with the provisions of this
Clause.

              


      

      


      
        	
                22.2

              	
                If
      at any time any of the parties to this Agreement proposes to sell,
      transfer or otherwise dispose all but not part only of its shares that
      party shall first offer the shares to the other parties hereto (in
      proportion to their then existing shareholding in the Company) at a fair
      market value to be certified by a qualified person appointed by the
      Company and such determination made shall be deemed to be made as an
      expert and shall be final, conclusive and binding on the
      parties.  The other parties or any of them shall have thirty
      (30) days in which to accept any such offer.  If the other
      parties or any of them do not accept any such offer within such period,
      the party making the offer may thereafter sell, transfer or otherwise
      dispose of all but not some only of its shares to any other person not
      later than ninety (90) days from the non-acceptance of the offer to the
      Members, at a price no less than the fair market value certified by a
      qualified person subject to the consent of the other parties which consent
      shall not be unreasonably withheld and PROVIDED ALWAYS that such other
      person covenants with the existing shareholders to observe this Agreement
      and to perform all the obligations of the transferor under this Agreement
      including guaranteeing and/or providing security for any financing taken
      by the Company or providing shareholders’ loan before such other person
      shall be treated as a shareholder for the purposes of this
      Agreement.

              


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                22.3

              	
                The
      costs of  the valuation in connection with the certification of
      the fair market value shall be borne in equal proportion by the parties
      proposing to sell, transfer or dispose of its shares and the party wishing
      to acquire the shares.

              


      

      


      
        	
                22.4.

              	
                The
      parties hereto hereby give all necessary authority to the directors of the
      Company to execute any document or instrument or perform any act on behalf
      of any party hereto in order to consummate and give legal effect to the
      sale and purchase of the shares pursuant to this Clause in the event that
      such party shall fail to do the
same.

              


      

      


      
        	
                22.5

              	
                Prior
      to or upon the completion of the sale of shares pursuant to this Clause
      the party selling its shares shall procure the resignations of its
      appointees on the Board acknowledging that they each have no claim for
      compensation damages or otherwise against the Company or the party
      purchasing the shares.

              


      

       

      
        	
                23.

              	
                RELATIONSHIP
      AMONG THE PARTIES

              


      

      


      
        	
                 
      

              	
                The
      relationship of the parties hereto under and in relation to this Agreement
      shall be limited to the matters herein contained and what is provided for
      by law as the liability of a shareholder of the Company, and nothing
      herein provided shall be considered or interpreted as constituting the
      relationship of the parties hereto as a partnership, association or other
      relationship in which any party may be liable for the acts or omissions of
      the other parties, nor shall anything herein contained be considered or
      interpreted as constituting any party as the general agent of the other
      parties.

              


      

       

      
        	
                24.

              	
                PERFORMANCE
      OF AGREEMENT

              


      

      


      
        	
                 
      

              	
                Each
      of the parties hereto agree to exercise its voting rights for the time
      being in the Company and to take such steps as for the time being lie
      within its power to procure that the Company performs and observes the
      provisions of this Agreement which the Company would be liable to perform
      as if it has been joined as a party to this
  Agreement.

              


      

      


      
        	
                25.

              	
                SURVIVAL
      OR RIGHTS, DUTIES AND
OBLIGATIONS

              


      

      


      
        	
                 
      

              	
                Termination
      of this Agreement for any cause shall not release any party hereto from
      any liability which at the time of termination has already accrued to the
      other parties hereto or which thereafter may accrue in respect of any act
      or omission prior to such
termination.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                26.

              	
                SUCCESSORS
      BOUND

              


      

      


      
        	
                 
      

              	
                This
      Agreement shall be binding on the successors in title, executors and
      permitted assigns of the parties
hereto.

              


      

      


      


      [THE
REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

      


      

        
          
             


          

          
            15

            
              

            

          

          
             


          

        

IN WITNESS WHEREOF the parties
hereto have caused this Agreement to be executed by their duly authorised
representatives.

      


      


      Secured
Digital Applications, Inc.

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      By:

                                                                    	
                                                                      /s/ Patrick Soon-Hock Lim

                                                                    	 
	
                                                                      Name:  Patrick
      Soon-Hock Lim

                                                                    
	
                                                                      Title:  Chairman
      & CEO

                                                                    
	 
      
	 
      
	
                                                                      Active
      Valor International Limited

                                                                    
	 
      
	 
      
	
                                                                      By:

                                                                    	
                                                                      /s/ K.B. Bujang

                                                                    	 
	
                                                                      Name:  K.B.
      Bujang

                                                                    
	
                                                                      Title:  Director
      of Operations

                                                                    
	 
      
	 
      
	
                                                                      DigitalApps
      Sdn Bhd

                                                                    
	 
      
	 
      
	
                                                                      By:

                                                                    	
                                                                      /s/ Valerie Hoi-Fah Looi

                                                                    	 
	
                                                                      Name:  Valerie
      Hoi-Fah Looi

                                                                    
	
                                                                      Title:  Director

                                                                    


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

 

       16