Exhibit 10. 4
AMENDMENT NO. 1 TO SECURED CONVERTIBLE TERM NOTE OF SECURED DIGITAL
APPLICATIONS, INC.
This AMENDMENT NO. 1 TO SECURED CONVERTIBLE TERM NOTE, dated as of August
11, 2004 (this "Amendment No. 1"), 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 $505,666.67.
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 "$0.20".
2. This Amendment No. 1 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. 1 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. 1 SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK. This Amendment No. 1 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. 1 to Secured Convertible Term Note to be signed in its name this
11th day of August, 2004.
SECURED DIGITAL APPLICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ Soon-▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇▇ Soon-▇▇▇▇ ▇▇▇
Title: Chairman
LAURUS MASTER FUND, LTD.
By: /s/ ▇▇▇▇▇ Grin
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Name: ▇▇▇▇▇ Grin
Title: Fund Manager