COMPENSATION AGREEMENT
This Compensation Agreement is dated as of May 22, 2004 among XxXxxxxx &
Xxxxxx, LLP, a New Jersey Limited Liability Partnership ("Consultants") and
Secured Digital Applications, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company has requested the Consultants as outside counsel to
provide the Company with legal services in connection with their business, and
the Consultants have agreed to provide the Company with such legal services; and
WHEREAS, the Company wishes to compensate the Consultants with shares of
its common stock for such services rendered;
NOW THEREFORE, in consideration of the mutual covenants hereinafter stated,
it is agreed as follows:
1. The Company will issue up to 2,500,000 shares of the Company's common stock,
$.00001 par value per share, to such members or employees of the Consultants as
the Consultants shall designate. Shares may be issued based upon hourly fees or
other fees negotiated between the Company and Consultant, for general corporate
and litigation matters, with the exact number of such additional shares being
determined based upon the average of the closing bid and asked prices as
reported on the Over-the-Counter Bulletin Board on the day immediately preceding
the date on which payment is to be made.
2. The above compensation shall be registered using a Form S-8. The Company
shall file such Form S-8 with the Securities and Exchange Commission within 60
days of the execution of this agreement.
IN WITNESS WHEREOF, this Compensation Agreement has been executed by the
Parties as of the date first above written.
SECURED DIGITAL APPLICATIONS, INC.
/s/Xxxxxxx Soon-Xxxx Xxx
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Xxxxxxx Soon-Xxxx Xxx
Chairman
XxXXXXXX & XXXXXX, LLP
/s/Xxx X. XxXxxxxx
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Xxx X. XxXxxxxx
ND: 4819-7245-5425, Ver 1
