SHAREHOLDERS AGREEMENT

(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;

(2)

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

(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;

(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.

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;

“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 :

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.

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:

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.

4.7

The financial year end of the Company shall be 31 ^st 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.

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 alternat