SECURED DIGITAL APPLICATIONS INC
AGU 3, 2005 SECURED DIGITAL 8K EX 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>AGU 3, 2005 SECURED DIGITAL 8K EX 10.2
<TEXT>

                            LAURUS MASTER FUND, LTD.
                       c/o M&C Corporate Services Limited
                          P.O. Box 309 GT, Ugland House
                               South Church Street
                                   George Town
                          Grand Cayman, Cayman Islands

                                                          August  1,  2005

SECURED  DIGITAL  APPLICATIONS,  INC.
11,  Jalan  51A/223
46100  Petaling  Jaya
Selangor,  Malaysia

Attention:  Patrick  Lim
          Chief  Executive  Officer

     Re:     Payoff
             ------

Ladies  and  Gentlemen:

     The  undersigned,  Laurus Master Fund, Ltd. ("Laurus"), has been advised by
SECURED  DIGITAL APPLICATIONS, INC. ("SDGL") and its subsidiaries and affiliates
(collectively,  the "Company") that the Company intends to repay all outstanding
obligations (collectively, the "Obligations") of the Company to Laurus under the
Secured  Convertible Term Note (the "Note"), the Series A Cumulative Convertible
Preferred  Stock (the "Preferred Stock") and Securities Purchase Agreement dated
August  31,  2004.  It  is  agreed  that the terms and conditions of this letter
replaces  the  payoff letter of July 15, 2005 previously executed by the parties
hereto

     Based  on Laurus' books and records, the total amount of the Obligations if
paid prior to 5:00 p.m. (New York time) on August 1, 2005 (the "Payoff Date") is
$7,143,527.81  (the  "Payoff  Amount"),  which  amount  includes  all principal,
interest,  fees,  costs, redemption costs, expenses and liquidated damages as of
such  date; provided, however, that if the Payoff Amount is not received by 5:00
p.m.  on  the  Payoff  Date, per diem interest at $1,448.36 per day shall be due
until  payment  is  so  received.  The terms of this letter expire on August 12,
2005.

     Laurus  and  the Company hereby agree that the payment of the Payoff Amount
shall  be  satisfied  in the following manner: (i) the Company shall wire a cash
payment  in  the  amount  of  $238,389.49  plus  any per diem amounts due to the
deposit account designated by Laurus as follows:

                     Bank:             North  Fork  Bank
                     ABA  #:           021407912
                     Account  #:       2704048053
                     Account  Name:    Laurus  Master  Fund  -  P&I
                     Reference:        SDGL  -  Payoff


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<PAGE>

(ii) Laurus shall instruct North Fork Bank to wire the restricted cash amount of
$6,105,138.29  to a deposit account designated by Laurus, and (iii) Laurus shall
convert  an  amount of the Obligations under the Note and or the Preferred Stock
equal  to $800,00.00 at a conversion price equal to $0.082 per share into shares
of  common  stock  of  the  Company (the "Payoff Common Stock"), which shares of
Payoff  Common  Stock  shall  be  freely  tradeable and resold by Laurus without
restriction of any kind, and the Company shall deliver the shares evidencing the
Payoff  Common  Stock to Laurus.  The Company and Laurus hereby acknowledge that
the $6,105,138.29 currently in the restricted account and the $800,000 currently
reflected  as  the  amount  that  will  be  converted into equity are subject to
adjustment  depending  on  the  actual date of the receipt of the Payoff Amount.

     Laurus hereby (i) acknowledges and agrees that payment of the Payoff Amount
will  constitute payment in full of all of the Obligations, (ii) represents that
it  has  no other credit arrangements with, loans outstanding to, guaranties by,
or  interests  or  liens against the Company or any of the Company's personal or
real  property,  (iii) releases, effective upon the receipt of the Payoff Amount
(including  the  shares evidencing Payoff Common Stock), all security interests,
liens,  and  guarantees  which  the Company may have granted to Laurus, and (iv)
agrees  that  it will, at the Company's expense, terminate all of its agreements
with  the Company, other than in respect of any options and/or warrants received
by  Laurus  from  the  Company.

     Laurus further agrees, from time to time after receipt of the Payoff Amount
(including the shares evidencing Payoff Common Stock), at the Company's expense,
to  execute  and  deliver  to the Company such further instruments and documents
that  are  provided  to  Laurus  and  to  take  such  further  actions as may be
reasonably  necessary  to  fully  effect  the foregoing releases, discharges and
terminations.

     This letter agreement shall be governed by and construed in accordance with
the  laws  of  the  State  of  New  York.

                                        2
<PAGE>

     This  letter  agreement may be executed in one or more counterparts each of
which taken together shall constitute one and the same agreement.  Any signature
delivered  by  a  party  by  facsimile  transmission shall be deemed an original
signature  hereto.

                                     Very  truly  yours,

                                     LAURUS  MASTER  FUND,  LTD.


                                     By:   /s/  David  Grin
                                           ----------------
                                     Name: David  Grin

Acknowledged  and  Agreed  to
as  of  this  1st  day  of  August  2005:

SECURED  DIGITAL  APPLICATIONS,  INC.

By:  /s/  Patrick  Soon-Hock  Lim
     ----------------------------
Name:     Patrick  Soon-Hock  Lim
Title:    Chief  Executive  Officer


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</DOCUMENT>
