SECURED DIGITAL APPLICATIONS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>nov1520048kex101.txt
<TEXT>
                                                                    Exhibit 10.1

                AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT



     This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT, dated as of November
15, 2004 (this "Amendment No. 2"), by and between SECURED DIGITAL  APPLICATIONS,
INC., a Delaware corporation (the "Company"),  and SDA America, Inc., a Delaware
corporation and the Company's wholly owned Subsidiary ("SDA America") and LAURUS
MASTER FUND, LTD., a Cayman Islands company ("Laurus").

     Reference is made to that certain Securities Purchase  Agreement,  dated as
of May 28, 2004, by and between the Company, SDA America and Laurus (as amended,
modified  or  supplemented   from  time  to  time,  the   "Securities   Purchase
Agreement").  Capitalized  terms used herein without  definition  shall have the
meanings ascribed to such terms in the Securities Purchase Agreement.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.Section 6.2 of the Securities Purchase Agreement is hereby deleted in its
entirety and replaced by the following:

          6.2.  Listing.  The  Company's  shares of Common Stock  issuable  upon
conversion  of the Series A Preferred  and upon the  exercise of the Warrant are
listed on the NASD OTCBB  (subject to the last sentence of this Section 6.2, the
"Principal  Market") as of the date hereof and,  subject to the last sentence of
this Section,  the Company shall maintain such on a Principal  Market so long as
any other shares of Common Stock shall be so listed.  The Company will  maintain
the listing of its Common  Stock on a Principal  Market,  and will comply in all
material  respects with the Company's  reporting,  filing and other  obligations
under the bylaws or rules of the  National  Association  of  Securities  Dealers
("NASD") and such exchanges, as applicable.  The Company may, in its discretion,
cause its  shares of Common  Stock to be listed on the NASDAQ  SmallCap  Market,
NASDAQ National Market System, the American Stock Exchange or the New York Stock
Exchange,  and,  following  such  listing,  such market or exchange on which the
Company's  Common Stock is then listed shall be the  "Principal  Market" for the
purposes of this Agreement and the Related Agreements.

     2. This Amendment No. 2 shall be effective as of the date hereof  following
the execution of same by each of the Company, SDA America and Laurus.

     3. Except as  specifically  provided for herein,  the  Securities  Purchase
Agreement shall not otherwise be affected by this Amendment No. 2 and all of the
terms and provisions of the Securities  Purchase  Agreement shall remain in full
force and effect in accordance with its terms.

                                       2
<PAGE>
     4. Except as set forth on schedule A hereto  with  respect to sections 4.2,
4.3, 4.6 and 4.7 the Company hereby represents and warrants to Laurus that as of
the date hereof all representation,  warranties and covenants made by Company in
connection with the Securities  Purchase Agreement are true correct and complete
and all of Company's covenants requirements have been met.

     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.

                                       3
<PAGE>

     IN  WITNESS  WHEREOF,  each of the  Company  and  Laurus  has  caused  this
Amendment No. 2 to Securities Purchase Agreement signed in its name effective as
of this 15th day of November 2004.


                                            SECURED DIGITAL APPLICATIONS, INC.


                                            By: /s/Patrick Soon-Hock Lim
                                                -------------------------
                                            Name:  Patrick Soon-Hock Lim
                                            Title: Chairman

                                            SDA AMERICA, INC.


                                            By:/s/Patrick Soon-Hock Lim
                                               ------------------------
                                            Name: Patrick Soon-Hock Lim
                                            Title:President


                                            LAURUS MASTER FUND, LTD.


                                            By  /s/ David Grin
                                                ---------------
                                            Name:   David Grin
                                            Title:  Managing Partner






</TEXT>
</DOCUMENT>
