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 t
