AMENDMENT NO. 2 TO SECURED CONVERTIBLE TERM NOTE OF
SECURED DIGITAL APPLICATIONS, INC.
This AMENDMENT NO. 2 TO SECURED CONVERTIBLE TERM NOTE, dated as of
April 22, 2005 (this "Amendment No. 2"), by and between SECURED DIGITAL
APPLICATIONS, INC., a Delaware corporation (the "Borrower"), and LAURUS
MASTER FUND, LTD., a Cayman Islands company ("Laurus").
Reference is made to that certain secured convertible term note dated
May 28, 2004 made by the Borrower in favor Laurus in the original principal
amount of Five Hundred Thousand Dollars ($500,000) (the "Note").
Capitalized terms used herein without definition shall have the meanings
ascribed to such terms in the Note.
WHEREAS the Borrower and Laurus agree that on the date hereof the
aggregate amount outstanding under the Note is $ 437,880.
NOW, THEREFORE, in consideration for the execution and delivery by the
Borrower of all documents requested by Laurus and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 2.1(a) of the Note is hereby amended to delete the
reference to "$0.35"contained in the last sentence thereof and in its stead to
insert the following " 85 percent of the average of the five lowest closing
prices during the 22 trading days prior to the date of the conversion, but in no
event less than $0.07 per share".
2. This Amendment No. 2 shall be effective as of the date hereof
following the execution of same by each of the Company and the Laurus.
3. There are no other amendments to the Note.
4. The Borrower hereby represents and warrants to Laurus that as
of the date hereof all representations, warranties and covenants made by
Borrower in connection with the Note are true correct and complete and all of
Borrower's covenants requirements have been met. As of the date hereof, no Event
of Default under any Related Agreement (as defined in the Purchase Agreement)
has occurred or is continuing.
5. This Amendment No. 2 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. 2 SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment
No. 2 may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument.
IN WITNESS WHEREOF, each of the Borrower and Laurus has caused
this Amendment No. 2 to Secured Convertible Term Note to be signed in its name
this 22nd day of April, 2005.
SECURED DIGITAL APPLICATIONS, INC.
By:/S/Xxxxxxx Soon-Xxxx Xxx
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Name:Xxxxxxx Soon-Xxxx Xxx
Title:Chairman
LAURUS MASTER FUND, LTD.
By:/S/Xxxxx Grin
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Name:Xxxxx Grin
Title:Partner
