8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2008

___________________________________________________________

Secured Digital Storage Corporation

(Exact Name of Registrant as Specified in Its Charter)

New Mexico	0-9500	85-0280415
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2001 Butterfield Road, Suite 1050, Downers Grove, IL 60515

(Address of Principal Executive Offices, Including Zip Code)

(630) 271-8590

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Page 1 of 5

TABLE OF CONTENTS

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant	3
Item 3.02	Unregistered Sale of Equity Securities	3
Item 9.01	Financial Statements and Exhibits	3
Signature		4
Exhibit Index		5

Page 2 of 5

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

On April 1, 2008, David Hoffman (the “Lender”) made a loan to Secured Digital Storage Corporation, a New Mexico corporation (the “Company”) in the amount of one million two hundred thousand dollars ($1,200,000.00) (the “Loan”). In connection with the Loan, the Company issued a promissory note to the Lender in the amount of $1,200,000 (the “Note”). The outstanding principal and accrued interest under the Note shall be due and payable on September 30, 2008 (“the Maturity Date”). Prior to the Maturity Date, or the Loan’s otherwise becoming due, interest shall accrue on the outstanding principal balance of the Loan at an annual interest rate (the “Interest Rate”) equal to eighteen percent (18%). The description of the Note set forth above is qualified in its entirety by reference to the Note, which is attached as Exhibit 4.1 and is incorporated herein by reference.

The Note is secured by that certain guaranty of payment made by TAPO Ventures LLC, a Delaware limited liability company (the "Pledgor") in favor of Lender. The Pledgor and Lender have agreed that the repayment of all amounts due under the Note shall be further secured by the collateral pledge to Lender by Pledgor of that certain securities account established and maintained by Pledgor. TAPO Ventures LLC is wholly-owned by William M. Lynes, Chief Executive Officer of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 2.03 above is incorporated herein by reference.

In consideration of the Loan, the Company issued a two-year warrant to the Lender to purchase up to 1,200,000 shares of common stock of the Company, for an exercise price per share of common stock equal to $0.80 pursuant to the Warrant to Purchase Common Stock of the Company (the “Warrant”). The Warrant was issued pursuant to the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The description of the Warrant as set forth above is qualified in its entirety by reference to the Warrant, which is attached as Exhibit 4.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibit

Exhibit No.	Description
4.1	Note dated April 1, 2008 in favor of David Hoffman.
4.2	Warrant to purchase common stock dated April 1, 2008.

Page 3 of 5

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 7, 2008	Secured Digital Storage Corporation
	By:	/s/ William M. Lynes
		William M. Lynes,
		Chief Executive Officer

Page 4 of 5

EXHIBIT INDEX

Exhibit	Description
4.1	Note dated April 1, 2008 in favor of David Hoffman.
4.2	Warrant to purchase common stock dated April 1, 2008.

Page 5 of 5

EX-4.1

Exhibit 4.1

$1,200,000.00 April 1, 2008

PROMISSORY NOTE

THIS PROMISSORY NOTE (the “Note”) is made as of the date stated above by SECURED DIGITAL STORAGE CORPORATION, a New Mexico corporation (“Borrower”), with a mailing address of 2001 Butterfield Road, Suite 1050, Downers Grove, Illinois 60515 to the order of DAVID HOFFMAN (“Lender”), with a mailing address of 31 W. 155 Smith Road, Wayne, Illinois 60184.

ARTICLE I

PAYMENT

FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of Lender, at Lender’s office at the address stated above or such other place as Lender may from time to time designate in writing to Borrower, the principal amount of ONE MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($1,200,000.00) or so much as may now or hereafter be disbursed by Lender to or for the benefit of Borrower, together with interest, in repayment of a loan made by Lender to Borrower (the “Loan”), all in lawful money of the United States of America, as follows:

1.1Interest Only in Installments. Prior to the Maturity Date (as defined below), or the Loan’s otherwise becoming due, interest shall accrue on the outstanding principal balance of the Loan from time to time, at an annual interest rate (“Interest Rate”) equal to eighteen percent (18%). Interest shall be payable monthly on the first day of the month following Loan disbursement and on the first day of each month thereafter until the Maturity Date, at which time the entire outstanding Indebtedness (as defined below) shall be due and payable in full. Interest shall be calculated on the basis of the number of days elapsed during the period for which interest is being charged, predicated on a year consisting of three hundred sixty five (365) days.

1.2Payment of Indebtedness at Maturity. The term “Indebtedness” shall mean the indebtedness evidenced by this Note, including the principal, interest and all other sums due or required to be paid to Lender under this Note. The entire Indebtedness shall be due and payable September 30, 2008(“Maturity Date”). Borrower acknowledges that Lender has no obligation to refinance the Loan at maturity.

1.3Optional Prepayments. Borrower reserves the right to prepay the unpaid principal balance of this Note, in whole or in part, without premium, at any time prior to the Maturity Date provided that such prepayment includes all interest accrued and unpaid as of the date of such prepayment, together with all other Indebtedness then due.

1.4Payment Time. All payments shall be delivered in good funds to Lender prior to 12:30 p.m., Chicago time, on the date due at its office at 31 W. 155 Smith Road, Wayne, Illinois 60184, or at such other place as Lender designates in writing.

ARTICLE II

SECURITY, DEFAULTS, AND REMEDIES

2.1Security for Payment. Payment of this Note is secured by a Guaranty of Payment from TAPO VENTURES LLC, a Delaware limited liability company (“Guarantor”) to Lender and a pledge of account number 835-63995 at Lehman Brothers Inc.

2.2Events of Default. Each of the following constitutes an event of default under this Note (“Default”): (a) failure of Borrower to pay any principal or interest due under this Note when due, whether as an installment, on the Maturity Date or otherwise, which failure continues for a period of five (5) business days after the due date; or (b) the filing of any indictment or other charge against the Borrower, or any Related Entity of Borrower, in any jurisdiction, under any federal or state law, for which forfeiture of any collateral securing the Loan is a potential penalty, unless such charge is dismissed within ninety (90) days after filing. For purposes of this Note, a “Related Entity” shall be defined as any corporation or entity owned or controlled by Borrower.

2.3Acceleration of Maturity. At any time after the occurrence of any Default and at the option of Lender, the entire principal balance under this Note, together with interest accrued thereon and all other Indebtedness (including all sums expended by Lender in connection with such Default), shall without notice become immediately due and payable.

2.4Attorneys’ Fees. If any counsel (whether an employee of Lender or otherwise) is employed, retained or engaged (a) to collect the Indebtedness or any part thereof, whether or not legal proceedings are instituted by Lender; (b) to represent Lender in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Note; (c) to protect the liens or security interests created by this Note; or (d) to represent Lender in any other proceedings in connection with the Note, then Borrower shall pay to Lender all related reasonable attorneys’ fees, time charges and expenses as a part of the Indebtedness.

2.5Lender’s Remedies. Upon the occurrence of a Default, Lender, at its option, may exercise any rights and remedies against Borrower or with respect to this Note which Lender may have at law, in equity or otherwise. Lender’s remedies under this Note shall be cumulative and concurrent and may be pursued singly, successively, or together against any or all of Borrower and any other Obligors (as defined below) and any other security described in this Note. Lender may resort to every other right or remedy available at law or in equity without first exhausting the rights and remedies contained herein, all in Lender’s sole discretion. Failure of Lender, for any period of time or on more than one occasion, to exercise its option to accelerate the Maturity Date shall not constitute a waiver of that right at any time during the Default or in the event of any subsequent Default. Lender shall not by any other omission or act be deemed to waive any of its rights or remedies unless such waiver is written and signed by an officer of Lender, and then only to the extent specifically set forth. A waiver in connection with one event shall not be construed as continuing or as a bar to or waiver of any right or remedy in connection with a subsequent event.

ARTICLE III

OTHER MATTERS

3.1Notices. Any notice that Lender or Borrower may desire or be required to give to the other shall be in writing and shall be mailed or delivered (in person or by nationally recognized overnight courier service) to the intended recipient at its address set forth above or at such other address as such party may, in writing, designate to the other. Notices to Lender are to be directed to the attention of David Hoffman, with a copy to Richard J. Lang, Schain, Burney, Ross & Citron, Ltd., 222 North LaSalle Street, Suite 1910, Chicago, Illinois 60601. Any notice shall be deemed to have been given and effective on the date of delivery if hand-delivered, the next business day after delivery to the nationally recognized overnight courier service if by such courier service, or two (2) business days after mailing by United States registered or certified mail, return receipt requested, or when delivered in person. Any party may change the address to which notices may be sent by notice to the other party or parties as provided herein. Unless specifically required herein, notice to Borrower of the exercise of any option granted to Lender by this Note is not required.

3.2Governing Law. The State of Illinois is the place of negotiation, execution, delivery, and payment of this Note and the place of performance under this Note. Thus, this Note shall be governed by and construed in accordance with the law of the State of Illinois.

3.3Waivers, Consents, Etc. Borrower, Guarantor, and any and all others who are now or may become liable for all or part of the Indebtedness and obligations of Borrower under this Note (all referred to individually and collectively as “Obligors”) agree to be jointly and severally, and directly and primarily bound by this Note. Obligors jointly and severally (a) waive and renounce any and all redemption and exemption rights and the benefit of all valuation and appraisement privileges; (b) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (c) except as specifically required herein, waive all notices in connection with the performance, default, or enforcement or collection of this Note; (d) waive any and all lack of diligence and delays in the enforcement or collection of the Note; (e) agree that the liability of each Obligor shall be unconditional and without regard to the liability of any other person or entity, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by Lender; (f) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to payment or other provisions of this Note, and to the release of any security at any time given, with or without substitution, and to the release of any person or entity liable for the payment thereof; and (g) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors, and to the acceptance of any and all other security, and agree that the addition of any such obligors or security shall not affect the liability of any Obligor.

3.4Interpretation. The headings of sections and paragraphs in this Note are for convenience of reference only and shall not be construed in any way to limit or define the content, scope, or intent of the provisions. The use of singular and plural nouns, and masculine, feminine, and neuter pronouns, shall be fully interchangeable, where the context so requires. If any provision of this Note, or any paragraph, sentence, clause, phrase, or word, or the application thereof, in any circumstances, is adjudicated to be invalid or unenforceable, the validity or enforceability of the remainder of this Note shall be construed as if such invalid or unenforceable part were never included. Time is of the essence of this Note.

3.5Business Loan. Borrower hereby represents that: (a) the proceeds of the Loan will be used for the purposes specified in 815 ILCS 205/4(1)(a) or (c) of the Illinois Compiled Statutes, as amended; (b) the Loan constitutes a “business loan” within the purview of those Sections; and (c) the proceeds of the Loan will not be used for the purchase of registered equity securities within the purview of Regulation “U” issued by the Board of Governors of the Federal Reserve System.

3.6Interest Laws. Lender and Borrower intend to comply with the laws of the State of Illinois with regard to the rate of interest charged. Notwithstanding any provision to the contrary in this Note, no such provision shall require the payment or permit the collection of any amount (“Excess Interest”) in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the Indebtedness. If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event (a) the provisions of this paragraph shall govern and control; (b) neither Borrower nor any of the other Obligors shall be obligated to pay any Excess Interest; (c) any Excess Interest that Lender may have received shall, at the option of Lender, be (i) applied as a credit against the then outstanding principal balance of the Loan, accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to the payor, or (iii) so applied or refunded in any combination of the foregoing; (d) the applicable interest rate shall be automatically subject to reduction to the maximum lawful contract rate allowed under the applicable usury laws of the State, and this Note shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the applicable interest rate; and (e) neither Borrower nor any of the other Obligors shall have any action against Lender for any damages whatsoever arising out of the payment or collection of Excess Interest.

3.7Subsequent Holders. Upon any endorsement, assignment, or other transfer of this Note by Lender or by operation of law, the term “Lender,” shall mean such endorsee, assignee, or other transferee or successor to Lender then becoming the holder of this Note.

3.8Subsequent Obligors. This Note shall be binding on all persons claiming under or through Borrower. The terms “Borrower” and “Obligors,” as used herein, shall include the respective permitted successors, assigns, legal and personal representatives, executors, administrators, devisees, legatees, and heirs of Borrower and any other Obligors.

3.9Officers and Directors Not Liable. In no event shall any officer or director of the Borrower be liable for any amounts due and payable pursuant to this Note.

[NO FURTHER TEXT APPEARS ON THIS PAGE]

IN WITNESS WHEREOF, Borrower has caused this Note to be executed and delivered as of the date first stated above.

SECURED DIGITAL STORAGE CORPORATION,

a New Mexico corporation

By:      /s/ Patrick J. Gainer                

Name: Patrick J. Gainer                     

Title:   Chief Financial Officer          

EX-4.2

Exhibit 4.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAW, AND IN THE ABSENCE OF SUCH REGISTRATION MAY NOT BE SOLD OR TRANSFERRED UNLESS THE ISSUER OF THIS WARRANT HAS RECEIVED AN OPINION OF ITS COUNSEL, OR OF COUNSEL REASONABLY SATISFACTORY TO IT, THAT THE PROPOSED SALE OR TRANSFER WILL NOT VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW.

Warrant No. SDS - 020

Issue Date: April 1, 2008

WARRANT TO PURCHASE COMMON STOCK OF

SECURED DIGITAL STORAGE CORPORATION

(a New Mexico corporation)

This is to certify that David Hoffman or his, her or its permitted assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Secured Digital Storage Corporation, its successors and assigns (the “Company”), at any time on or after the Issue Date and for a period of two (2) years after the Issue Date (the “Exercise Period”), up to 1,200,000 shares of Common Stock (the “Warrant Shares”), for an exercise price per share of Common Stock to be issued hereunder equal to $0.80.

The number of shares of Common Stock to be received upon the exercise of this Warrant and the exercise price to be paid for a share of Common Stock may be adjusted from time to time as herein set forth. The exercise price for the shares of Common Stock in effect at any time is hereinafter sometimes referred to as the “Exercise Price.”

1.Method of Exercise. Subject to the other provisions of this Warrant, this Warrant may only be exercised in whole or in part during the Exercise Period by (i) payment of the Exercise Price by cash or a certified or bank check, payable to the order of the Company and (ii) presentation and surrender of this Warrant to the Company with the exercise notice substantially in the form attached hereto as Exhibit A duly executed (the “Exercise Notice”). Upon receipt by the Company of this Warrant and the Exercise Notice in proper form for exercise, the Holder shall be deemed to be the Holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder. The Company shall use its best efforts to issue the proper stock certificate within five (5) business days of receiving all required documentation. Such stock certificate shall bear such legends as the Company may deem necessary or appropriate.

2.Reservation of Shares. From and after the date hereof, the Company shall at all times reserve and keep available for issuance and delivery upon exercise of this Warrant such number of shares of its Common Stock as shall be sufficient to permit the exercise in full of this Warrant. All shares of Common Stock which shall be so issuable, when issued upon exercise of this Warrant and payment therefore in accordance with the terms of this Warrant, shall be duly and validly issued and fully paid and nonassessable.

3.Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon exercise hereof, the Company shall pay to the Holder an amount in cash equal to such fraction multiplied by the current Market Price of a full share.

4.Exchange, Assignment or Loss of Warrant.

(a)Exchange. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company for other Warrants in identical form of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder.

(b)Assignment. This Warrant may only be assigned or transferred by the Holder in accordance with the terms of this Warrant and upon the written consent of the Company, which shall not be unreasonably withheld; provided, however, no Holder shall assign or transfer this Warrant (or any portion hereof) to any Person that competes in whole or in part with the Company. Any assignment shall be made by surrender of this Warrant to the Company with the assignment form substantially in the form attached hereto as Exhibit B duly executed (the “Assignment Form”). The Company shall, within five (5) business days of receipt of the Warrant and Assignment Form, either (i) consent to such assignment and execute and deliver a new Warrant in identical form in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled, or (ii) notify the Holder that the Company is withholding its consent to such assignment. This Warrant may be divided or may be combined with other Warrants which carry the same rights upon presentation hereof at the office of the Company together with a written notice specifying the names and the denominations in which new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants issued in substitution for or replacement of this Warrant or into which this Warrant may be divided or exchanged.

(c)Loss. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant if mutilated, the Company will execute and will deliver a new Warrant in identical form. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed or mutilated shall be at any time enforceable by anyone.

5.Rights of the Holder. The Holder, by virtue hereof, shall not be entitled to any rights of a shareholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant.

6.Exercise Price. In order to prevent dilution of the exercise rights granted hereunder, the Exercise Price will be subject to adjustment from time to time pursuant to this Section 6.

(a)Adjustments for Other Dividends and Distributions. In the event the Company at any time prior to the expiration of this Warrant makes or issues, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Company other than shares of Common Stock, then and in each such event provision shall be made so that the Holder shall receive upon exercise thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Company which the Holder would have received had this Warrant been exercised for Common Stock on the date of such event and had the Holder thereafter, during the period from the date of such event to and including the exercise date, retained such securities receivable by the Holder as aforesaid during such period, subject to all other adjustments called for during such period under this Section 7 with respect to the rights of the Holder of this Warrant.

(b)Subdivision or Combination of Common Stock. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the number of shares of Common Stock for which this Warrant is exercisable shall immediately be proportionately increased, and if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the number of shares of Common Stock for which this Warrant is exercisable shall immediately be proportionately decreased.

(c)Reorganization, Reclassification, Consolidation, Merger or Sale. Any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company’s assets to another Person which is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change”. Prior to the consummation of any Organic Change, the Company shall provide Holder with notice of such Organic Change, such notice to be at least thirty (30) days prior to the consummation of the Organic Change. The Holder shall have a period of thirty (30) days to exercise this Warrant (which exercise may be conditioned upon the consummation of the Organic Change), and upon consummation of the Organic Change, this Warrant and any unexercised Warrant Shares shall automatically terminate. In the event the Organic Change is not consummated, this Warrant shall remain in full force and effect.

(d)Certain Events. If any event occurs of the type contemplated by the provisions of this Section 6 but not expressly provided for by such provisions, then the Company’s board of directors and the Company will make an appropriate adjustment in the Exercise Price so as to protect the rights of the Holder hereunder.

7.   Definitions.

(a)“Common Stock” shall mean the Company’s common stock, $0.001 par value.

(b)“Market Price” of any security means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Market Price” is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” will be the fair value thereof determined by the Company’s board of directors, in good faith.

(c)“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

8.Notices. Except as otherwise expressly provided, all notices referred to herein will be in writing and will be delivered by registered or certified mail, return receipt requested, postage prepaid and will be deemed to have been given when so mailed (i) to the Company at its principal executive offices, and (ii) to Holder at Holder’s address as it appears in the stock records of the Company (unless otherwise indicated by Holder).

9.Applicable Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Illinois.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

IN WITNESS WHEREOF, Secured Digital Storage Corporation has caused this Warrant to be signed by its duly authorized officer and dated as of the date set forth above.

SECURED DIGITAL STORAGE CORPORATION

By:      /s/ Patrick J. Gainer

Name: Patrick J. Gainer

Title:   Chief Financial Officer

SIGNATURE PAGE TO SECURED DIGITAL STORAGE CORPORATION

WARRANT

Exhibit A

To Warrant

Exercise Notice

[To be executed only upon exercise of Warrant]

The undersigned registered owner of this Warrant irrevocably exercises this Warrant for the purchase of __________ Shares of Common Stock of Secured Digital Storage Corporation and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant and requests that certificates for the shares of Common Stock hereby purchased (and any securities or property issuable upon such exercise) be issued in the name of and delivered to _________________________ whose address is _________________________ and, if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, that a new Warrant of like tenor and date for the balance of the shares of Common Stock issuable hereunder be delivered to the undersigned.

Dated: __________	_________________________________
	(Name of Registered Owner)
	_________________________________
	(Signature of Registered Owner)
	_________________________________
	(Street Address)
	_________________________________
	(City) (State) (Zip Code)

Exhibit B

To Warrant

Assignment Form

FOR VALUE RECEIVED the undersigned registered owner of this Warrant, conditioned upon the consent of Secured Digital Storage Corporation which must be obtained pursuant to Section 5(b) of this Warrant, hereby sells, assigns and transfers unto the Assignee named below all of the rights of the undersigned under this Warrant, with respect to the number of shares of Common Stock set forth below:

	No. of Shares of
Name and Address of Assignee	Common Stock

and if such shares of Common Stock shall not include all of the shares of Common Stock issuable as provided in this Warrant, then new Warrants of like tenor and date shall be issued. The undersigned does hereby irrevocably constitute and appoint _________________________ attorney-in-fact to register such transfer on the books of Secured Digital Storage Corporation maintained for the purpose, with full power of substitution in the premises.

Dated: __________	_________________________________
	(Name of Registered Owner)
	_________________________________
	(Signature of Registered Owner)