Exhibit 10.16


                              AMENDED AND RESTATED


                          CERTIFICATE OF INCORPORATION

                                       OF

                                SDA AMERICA, INC.


                     Pursuant to Sections 241 and 245 of the
                General Corporation Law of the State of Delaware

           (No Shares of stock for this corporation have been issued)

                    (Originally incorporated on May 25, 2004)


                                   ARTICLE I.

                                      NAME


The name of the Corporation is SDA America, Inc. (the "Corporation").



                                  ARTICLE II.

                     REGISTERED OFFICE AND REGISTERED AGENT


                  The registered office of the Corporation is 2711 Centerville
Road, Suite 400, Wilmington, Country of Newcastle, DE 19808. The name of its
registered agent at that address is Corporation Service Company.


                                  ARTICLE III.

                               CORPORATE PURPOSES


         The purposes of the Corporation are:

          (a)  To issue  shares of its Series A Preferred  Stock,  as such terms
               are  defined  in that  certain  Certificate  of  Designations  of
               Secured Digital Applications, Inc. (the "Company"); and



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          (b)  to engage in any  lawful act or  activity  and to  exercise  such
               other  powers  permitted  to  corporations  organized  under  the
               General  Corporation  Law of the State of  Delaware;  any and all
               such acts,  activities or powers being incidental to or connected
               with the purpose set forth in clause (a) above.




                                  ARTICLE IV.

                             SEPARATENESS COVENANTS

         Notwithstanding any provision hereof or of any other document governing
the formation, management or operation of the Corporation to the contrary, the
following shall govern: In order to preserve and ensure its separate and
distinct corporate identity, in addition to the other provisions set forth in
this Certificate of Incorporation, the Corporation shall conduct its affairs in
accordance with the following provisions:

A.   It shall allocate fairly and reasonably any overhead for shared office
     space.


B.   It shall maintain separate corporate records and books of account from
     those of its parent and any affiliate.


C.   Its Board of Directors shall hold appropriate meetings (or act by unanimous
     consent) to authorize all appropriate corporate actions, and in authorizing
     such actions, shall observe all corporate formalities.


D.   It shall not commingle assets with those of its parent or any affiliate.


E.   It shall conduct its business only in its own name.


F.   It shall maintain financial statements and prepare tax returns separate
     from its parent and any affiliate.


G.   It shall pay any liabilities out of its own funds.


H.   It shall maintain adequate capital in light of its contemplated business
     operations.


I.   It shall maintain an arm's length relationship with its parent and any
     affiliate.


J.   It shall not guarantee or become obligated for the debts of any other
     entity, including its parent or any affiliate, or hold out its credit as
     being available to satisfy the obligations of others.


K.   It shall use stationery, invoices and checks separate from its parent and
     any affiliate.




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L.   It shall not pledge or collaterally assign its assets for the benefit of
     any other entity or make an advances or loans to any other entity,
     including its parent and any affiliate.


M.   It shall hold itself out as an entity separate from its parent and any
     affiliate.


N.   It shall take reasonable steps to correct any known misunderstanding
     regarding its separate identity.


O.   It shall not acquire obligations or securities of its partners, members or
     shareholders.


P.   It shall hold regular meetings, as appropriate, to conduct its business and
     observe all Corporation level formalities and record keeping.


For purposes of this Article, the following terms shall have the following
meanings:

"affiliate" means any person controlling or controlled by or under common
control with the parent, including, without limitation (i) any person who has a
familial relationship, by blood, marriage or otherwise with any director,
officer or employee of the Corporation, its parent, or any affiliate thereof,
and (ii) any person which receives compensation for administrative, legal or
accounting services from the Corporation, its parent or any affiliate. For
purposes of this definition, "control" when used with respect to any specified
person, means the power to direct the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have meaning
correlative to the foregoing.

"parent" means, with respect to a corporation, any other corporation owning or
controlling, directly or indirectly, fifty percent (50%) or more of the voting
stock of the Corporation.

"person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, or government or any agency
or political subdivision thereof.



                                   ARTICLE V.

                                  CAPITAL STOCK


                  The Corporation is authorized to issue two classes of stock.
One class of stock shall be Common Stock, par value $0.01. The second class of
stock shall be Preferred Stock, par value $0.01. The Preferred Stock, or any
series thereof, shall have such designations, preferences and relative,
participating, optional or other annual rights and qualifications, limitations
or restrictions thereof as shall be expressed in the resolution or resolutions
providing for the issue of such stock adopted by the board of directors and may
be made dependent upon facts ascertainable outside such resolution or
resolutions of the board of directors, provided that the




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matter in which such facts shall operate upon such designations, preferences,
rights and qualifications; limitations or restrictions of such class or series
of stock is clearly and expressly set forth in the resolution or resolutions
providing for the issuance of such stock by the board of directors. The total
number of shares of stock of each class which the Corporation shall have
authority to issue and the par value of each share of each class of stock are as
follows:


               Class                Par Value                  Authorized Shares
               Common                    $0.01                            100
               Preferred                 $0.01                      6,500,000


                                  ARTICLE VI.

                          POWERS OF BOARD OF DIRECTORS

     Section A.  Authorization.  In  furtherance  and not in  limitation  of the
     powers  conferred by statute,  the Board of Directors of the Corporation is
     expressly authorized:


          (a)  To adopt, amend or repeal the By-Laws of the Corporation; and


          (b)  To   exercise,   in  addition  to  the  powers  and   authorities
               hereinbefore  or by law  conferred  upon it, any such  powers and
               authorities  and do all such acts and things as may be  exercised
               or  done  by  the  Corporation,  subject,  nevertheless,  to  the
               provisions  of the  laws of the  State  of  Delaware  and of this
               Certificate   of   Incorporation   and  of  the  By-Laws  of  the
               Corporation.


     Section  B.  Independent  Director.  At  least  one  (1)  director  of  the
     Corporation will at all times be independent.




                                  ARTICLE VII.

                           LIABILITY OF DIRECTORS AND
                          INDEMNIFICATION OF DIRECTORS,
                               OFFICERS AND OTHERS

     Section A. Liability of Directors.  A director of the Corporation shall not
     be personally  liable to the Corporation or its  stockholders  for monetary
     damages for breach of fiduciary duty as a director except for liability (i)
     for any breach of the director's  duty of loyalty to the Corporation or its
     stockholders, (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or knowing violation of law, (iii) under Section 174
     of the Delaware  General  Corporation Law, or (iv) for any transaction from
     which the director derived an improper  personal  benefit.  If the Delaware
     General Corporation Law is amended after



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approval by the sole incorporator or the stockholders of this Article to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended. Any repeal or
modification of this Section by the stockholders of the Corporation shall not
adversely effect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.


     Section B. Indemnification by Corporation. Any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action,  suit or proceeding,  whether civil,  criminal,  administrative  or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the  Corporation,  or is or was serving at the request of
the  Corporation  as a director,  officer,  employee  or agent (or,  for
purposes of this Article, a trustee) of another  corporation,  partnership,
joint venture,  trust or other  enterprise,  shall be indemnified  and held
harmless by the Corporation to the fullest extent legally permissible under the
General Corporation Law of the State of Delaware,  as amended from time to time,
against all expenses, liabilities and losses (including attorneys' fees,
judgments,  fines  and  amounts  paid in  settlement)  actually  and reasonably
incurred by such person in connection with such action, suit or proceeding.

         To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph (1) of this Section B, or in
defense of any claim, issue or matter therein, he shall be indemnified by the
Corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith without the necessity of any action
being taken by the Corporation other than the determination, in good faith, that
such defense has been successful. In all other cases wherein indemnification is
provided by this Article, unless ordered by a court, indemnification shall be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct specified in this Article. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
holders of a majority of the shares of capital stock of the Corporation entitled
to vote thereon.

         The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the Corporation and,
with respect to any criminal action or proceeding, such person had no reasonable
cause to believe that his conduct was unlawful. Entry of a judgment by consent
as part of a settlement shall not be deemed a final adjudication of liability
for negligence or misconduct in the performance of duty, nor of any other issue
or matter.

         Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action,




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suit or proceeding as authorized by the Board of Directors in the specific case
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation. Expenses incurred by other employees or
agents of the Corporation in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation upon such terms and conditions, if
any, as the Board of Directors deems appropriate.

         The indemnification hereby provided shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such person.


        Section C. Insurance. By action of the Board of Directors,
notwithstanding any interest of the directors in the action, the Corporation may
purchase and maintain insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation shall have the power to
indemnify him against such liability under the provisions of this Article.


                                 ARTICLE VIII.

                                  INCORPORATOR


The name and mailing address of the Incorporator are as follows:

        Name                                        Mailing Address
        Secured Digital Applications, Inc.          230 Park Avenue, 10th Floor
                                                    New York, NY 10018


                                  ARTICLE IX.

                  COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION
                        AND ITS CREDITORS OR STOCKHOLDERS


         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them, and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application




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in a summary way of this Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers appointed for this
Corporation under the provisions of section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of section 279 of Title 8 of
the Delaware Code, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

         IN WITNESS WHEREOF, I have signed my name this 25th day of May, 2004.





                              By:    /s/ Jay R. McDaniel
                              Name: Jay R. McDaniel, Assistant Secretary
                              Incorporator:  Secured Digital Applications, Inc.



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