Licensing And Distribution Agreement

Contract


                      LICENSING AND DISTRIBUTION AGREEMENT

     This Licensing and Distribution Agreement (the "Agreement") is effective as
of the 13th day of January, 2006 (the "Effective Date") by and between SHUFFLE
MASTER, INC., a Minnesota corporation (the "Shuffle Master"), with an address at
1106 Palms Airport Drive, Las Vegas, Nevada 89119, and SONA MOBILE HOLDINGS
CORP., a Delaware corporation ("Sona"), with an address at 825 3rd Avenue, New
York, New York 10022.

                                    RECITALS:

     A. Sona owns and develops certain wireless platform software and related,
associated or derivative intellectual property, such as enhancements,
improvements or upgrades (collectively, the "Sona Software"), which can be
utilized to support the integration and mobilization of "casino" gaming
applications, including the infrastructure of mobile, wireless and WiFi support,
based on and replicating existing Shuffle Master-owned game content and related
intellectual property and third-party game content and related intellectual
property via Pocket PC OS enabled devices, smart phones and other designated
wireless hand-held devices (collectively, the "Wireless Gaming Solution").

     B. Shuffle Master is in the business of developing, manufacturing,
distributing and otherwise commercializing gaming equipment, games and operating
systems for gaming equipment and related products and services throughout the
United States and other countries.

     C. Pursuant to a separate Master Services Agreement, executed concurrently
herewith, Sona will customize, develop and power a "Shuffle Master branded"
Wireless Gaming Solution that will incorporate game content currently owned by
Shuffle Master as well as game content to be developed by Shuffle Master in the
future (the "Shuffle Content"). Additionally, Shuffle Master and Sona may
incorporate game content owned by or to be developed by third parties (the
"Third Party Content") for use with the Wireless Gaming Solution. The Shuffle
Content and the Third Party Content is hereinafter collectively referred to as
the "Content."

     D. Shuffle Master and Sona wish to enter into this Agreement whereby (i)
Shuffle Master and Sona will cross-license the Sona Software and the Content (to
the extent owned or licensed by Shuffle Master), (ii) Sona will install,
integrate, mobilize and service the Wireless Gaming Solution, and (iii) Shuffle
will distribute and market the Wireless Gaming Solution utilizing the Sona
Software for Gaming Purposes. The term "Gaming Purposes" means use in legal
casino gaming venues, other lawful gaming establishments (including racinos), or
legally on the internet or any other legal gaming means or mode now existing or
hereafter invented but excludes any non-wagering arcades or other non-wagering
applications and horse race tracks where the wagering on premises is limited
solely to the horse races and there is no other wagering of any kind (the
"Excluded Applications").

                                   AGREEMENT:

The parties, each intending to be legally bound, agree as follows:

     1.   EXCLUSIVE LICENSE. Subject to all of the terms and conditions of this
          Agreement, Sona hereby grants to Shuffle Master a perpetual,
          exclusive, fully-paid up, worldwide license (including the right to
          sublicense to end users if necessary) to the Sona Software to the
          extent the same is required or necessary to develop, market,
          distribute, license, deliver, lease, sell, sublicense (to end users
          only), install, service, and/or use the Wireless Gaming Solution with
          Content for Gaming Purposes.


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     2.   NON-EXCLUSIVE LICENSE. Subject to all of the terms and conditions of
          this Agreement, Shuffle Master hereby grants to Sona a non-exclusive,
          fully-paid up, worldwide license to integrate and mobilize Shuffle
          Content, whether in existence on the Effective Date, as identified on
          Exhibit "A" attached hereto and incorporated herein by reference, or
          created thereafter during the Term, for utilization with the Wireless
          Gaming Solution for Gaming Purposes only.

     3.   DISTRIBUTION. Shuffle Master shall have the exclusive distribution
          rights for the Wireless Gaming Solution for Gaming Purposes within the
          Territory during the Term, provided the Revenue Threshold was reached
          during the immediately prior Term (or Shuffle Master pays Sona an
          amount equal to the difference between Sona's proportionate share of
          the actual Gross Revenues received from the Wireless Gaming Solution
          during the last twelve months of the Term and Sona's proportionate
          share of the Revenue Threshold). During the Term, Shuffle Master will
          use its commercially reasonable efforts to commercialize and market
          the Wireless Gaming Solution. Notwithstanding the foregoing, Sona
          agrees that during the Term it will provide support for parts and
          service for the Wireless Gaming Solution and, after termination of
          this Agreement, it will continue to provide such support without
          interruption and at the same level for as long as the Wireless Gaming
          Solution is placed with end users.

     4.   TERRITORY. Territory shall mean the world, except for [REDACTED].

     5.   TERM. Subject to earlier termination in accordance with paragraph 8
          below, this Agreement shall become effective on the Effective Date and
          will have a term of [REDACTED] years from the Effective Date (the
          "Initial Term"). Upon the expiration of the Initial Term (or
          subsequent Renewal Term, as the case may be), this Agreement shall
          automatically renew for successive periods of [REDACTED]years (each, a
          "Renewal Term") unless (y) Shuffle Master exercises its right as
          described in paragraph 11 below, or (z) the revenue from the Wireless
          Gaming Solution is less than [REDACTED] on an annualized forward
          looking (based on the run rate from the final quarter) twelve month
          basis (the "Revenue Threshold"), in which case Shuffle Master shall
          have the right to terminate this Agreement. The Initial Term and
          Renewal Term(s) may be collectively referred to as the "Term."
          Notwithstanding the Term, upon the expiration of the Term or earlier
          termination of this Agreement, any Wireless Gaming Solution already
          installed or otherwise in use and which is generating revenue may
          remain installed or otherwise continue in use, at Shuffle Master's
          sole discretion, provided that Shuffle Master continues to pay the
          compensation obligations set forth in paragraph 9 hereof, and subject
          to Sona continuing to perform its obligations described in paragraph 7
          below.

     6.   EXCLUSIVITY. Except as otherwise provided in this paragraph 6, during
          the Term, Sona shall be the exclusive provider to Shuffle Master of
          the Wireless Gaming Solution as well as for mobilization, integration
          and related services for the delivery of Content over the Wireless
          Gaming Solution. Shuffle Master will use its good faith efforts to
          have all of its customers use the Wireless Gaming Solution developed
          and powered by Sona. In the event a Shuffle Master customer insists
          that Shuffle Master use a wireless technology provider other than
          Sona, it shall be allowed to do so. Sona will not provide the Wireless
          Gaming Solution for Gaming Purposes to any third party without the
          written consent of Shuffle Master. Sona will not provide mobilization
          and integration services for the purpose of delivering Content over
          the Wireless Gaming Solution for Gaming Purposes to any person or
          entity, provided however, that the parties may integrate and mobilize
          Third Party Content and related intellectual property where Shuffle
          Master does not have such content rights. The parties will mutually
          agree on the terms and conditions with respect to the inclusion of
          Third Party Content on the Wireless Gaming Solution. Notwithstanding
          the foregoing, nothing contained herein prohibits Shuffle Master from
          including Shuffle Content with a wireless technology provider other
          than Sona employed by its customers.

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     7.   INSTALLATION/SUPPORT SERVICES. Sona shall be responsible for the
          installation, integration mobilization and related services with
          respect to providing Content to end users for Gaming Purposes through
          the Wireless Gaming Solution, including the installation of the
          infrastructure to enable the end user to utilize the Wireless Gaming
          Solution. All hardware and installation services required to mobilize
          the Wireless Gaming Solution for an end user shall be installed by
          Sona at the expense of the end user. Additionally, Sona shall provide
          Support Services to customers in the Territory to whom the Wireless
          Gaming Solution has been delivered in accordance with the then current
          Support Service Standards mutually determined by the parties, and
          shall at all times maintain a sufficient staff of personnel fully
          trained and qualified to perform such Support Services in the
          Territory. Further, Sona personnel trained in the proper operation and
          use of the Wireless Gaming Solution will provide training to Shuffle
          Master's customers in the proper operation and use of the Wireless
          Gaming Solution. For purposes of this Agreement, "Support Services"
          shall mean warranty, maintenance and repair of the Wireless Gaming
          Solution in the Territory regardless of when placed as well as
          continuing customer training and liaison services with respect to the
          Wireless Gaming Solution.

     8.   TERMINATION. Notwithstanding the provisions of paragraph 5 above, this
          Agreement may be terminated in writing in accordance with the
          following provisions:

          a.   Either party may terminate this Agreement by giving written
               notice to the other party in the event the other party is in
               material breach of any provision of this Agreement or of the
               Master Services Agreement, and shall have failed to cure such
               breach, if the breach itself is in fact curable, within thirty
               (30) days of receipt of written notice thereof from the
               terminating party.

          b.   Either party may terminate this Agreement at any time by giving
               notice to the other party, which notice shall be effective upon
               receipt by the party to which notice is given, (i) should the
               other party, pursuant to or within the meaning of the Bankruptcy
               Law, commence a voluntary case or proceeding, (B) has an
               involuntary case or proceeding brought against it, (C) consents
               to the appointment of a Custodian for all or substantially all of
               its property, (D) makes a general assignment for the benefit of
               its creditors or (ii) a court of competent jurisdiction enters
               and order or decree under any Bankruptcy Law that (A) is for
               relief against such party in an involuntary case or proceeding;
               (B) appoints a Custodian over such party or over all or
               substantially all of the property of such party; or (C) orders
               the liquidation of such party; and in each case under this clause
               (B) of this subparagraph 8(b) the order or decree remains
               unstayed and in effect for 60 days. The term "Bankruptcy Law"
               means Title 11, U.S. Code or any similar federal or state law for
               the relief of debtors. The term "Custodian" means any receiver,
               trustee, assignee, liquidator, sequestrator or similar official
               under any Bankruptcy Law.

          c.   Either party may immediately terminate this Agreement by giving
               notice to the other if the non-terminating party takes any action
               or fails to take any action which jeopardizes any of the
               terminating party's licenses and/or approvals in any licensing
               jurisdiction wherever located; or if any governmental agency
               takes any action against the non-terminating party which
               governmental action jeopardizes any of terminating party's
               licenses and/or approvals in any licensing jurisdiction; or in
               the event that Sona takes any action or fails to take any action
               that jeopardizes any of Shuffle Master's gaming licenses,
               approvals or permits (including without limitation any violation
               by Sona of paragraph 12); or in the event that Sona's
               relationship with Shuffle Master in any way jeopardizes or puts
               at risk any of Shuffle Master's existing, pending or future
               gaming licenses, approvals or permits.

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          d.   Either party may terminate this Agreement by giving written
               notice to the other party in the event the Master Services
               Agreement is terminated in accordance with its terms.

          e.   Termination of this Agreement shall not release either party from
               the obligation to make payment of all amounts then or thereafter
               due and payable, nor shall any such termination prevent or
               restrict the terminating party from pursuing all of its rights
               and remedies against the terminated party for any breaches of
               this Agreement by the terminated party.

     9.   COMPENSATION. Subject to the terms and conditions hereof:

          a.   [REDACTED]

          b.   [REDACTED]

          c.   Notwithstanding anything to the contrary herein, the parties
               acknowledge and agree that each end user customer may receive a
               Wireless Gaming Solution, not to exceed [REDACTED] units, to test
               for a thirty (30) day period prior to making a determination as
               to ordering or committing to more units, or that a regulatory
               agency may require field testing of a Wireless Gaming Solution
               prior to approving said Wireless Gaming Solution (in either
               event, the "Test Period"). Provided that Shuffle Master does not
               receive any revenues during the Test Period, no revenues shall be
               due or accrue to Sona during the Test Period of a given Wireless
               Gaming Solution.

          d.   Shuffle Master shall keep appropriate books and records of any
               revenues received from and with respect to the Wireless Gaming
               Solution, so as to determine the amounts due Sona pursuant to
               this Agreement. Shuffle Master shall pay any amounts due Sona
               within thirty (30) days after the end of each of Shuffle Master's
               fiscal quarters. Within 60 days of the end of each fiscal year of
               Shuffle Master, Shuffle Master shall deliver to Sona an annual
               accounting of the revenues generated from and with respect to the
               Wireless Gaming Solution by category in accordance with
               subparagraphs a and b of this paragraph 9. In addition, Sona
               shall have reasonable access, upon at least ten (10) days prior
               written notice to Shuffle Master, to examine the books and
               records related to the Wireless Gaming Solution (or have an
               independent certified public accountant (the "CPA") exam the
               books and records related to the Wireless Gaming Solution) of
               Shuffle Master for purposes of determining the revenues of the
               Wireless Gaming Solution for such period but no more than once
               every twelve-month period. The cost of any such examination or
               audit by Sona shall be solely borne by Sona. However, in the
               event the CPA determines and verifies a discrepancy in excess of
               ten percent (10%) of the actual revenues received for such period
               over the actual revenues earned for such period, Shuffle Master
               agrees to pay the reasonable costs of the audit.

     10.  [REDACTED]

     11.  [REDACTED]

     12.  GAMING REGULATORY COMPLIANCE. Sona and Shuffle Master will obtain and
          maintain the necessary gaming regulatory licensing and approvals in
          any jurisdictions deemed necessary for the development, marketing and
          distribution of the Wireless Gaming Solution. The parties shall
          equally share the costs and fees associated with obtaining and
          maintaining any gaming regulatory licensing, approvals and permits for
          the Wireless Gaming Solution, including any costs and fees for
          investigations. In the event Sona is required to obtain any gaming
          regulatory licensing or

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          approvals, Sona shall be required to pay for any costs and fees
          associated with obtaining and maintaining such licensing and
          approvals, including any costs and fees for investigations.

     13.  REMEDIES AND LIMITATION OF ACTIONS.

          a.   Upon any breach of this Agreement (and after any applicable cure
               period, if any, with respect to such breach), the non-breaching
               party shall be entitled to all rights and remedies provided under
               the laws of the State of Nevada, including injunctive relief.

          b.   No action, regardless of form, arising out of the transactions
               contemplated herein or the breach of the provisions hereof may be
               brought by either party more than three (3) years after the cause
               of action has accrued, unless the right to bring the cause of
               action has been concealed from a party due to fraud or deceit, in
               which case the party will have three (3) years after it
               discovered the fraud or deceit.

     14.  MUTUAL REPRESENTATIONS. Each party represents and warrants to the
          other party that, during the term of this Agreement, it possesses and
          will possess the full power and authority to enter into this
          Agreement. Each party further represents and warrants that it has full
          power and authority to fulfill its obligations hereunder, and the
          performance according to the terms of this Agreement will not breach
          any separate agreement by which such party is bound.

     15.  REPRESENTATIONS AND WARRANTIES OF SONA. Sona hereby represents and
          warrants to Shuffle Master each of the following:

          a.   Sona is a corporation duly organized, validly existing, and in
               good standing under the laws of Delaware.

          b.   Sona owns, controls or otherwise possesses all rights in the Sona
               Software necessary to fulfill its obligations to Shuffle Master
               hereunder, as well as the necessary resources to fulfill its
               obligations under this Agreement.

          c.   The Sona Software is (i) suitable and fit for the uses intended
               or contemplated by under this Agreement and (ii) is merchantable.

          d.   The Sona Software is (i) free and clear of any lien, license, or
               other restriction or limitation regarding use or disclosure; (ii)
               not subject to any outstanding injunction, judgment, order,
               decree, ruling, or charge; (iii) valid and enforceable and no
               action, suit, proceeding, hearing, investigation, charge,
               complaint, claim, or demand is pending or, is threatened that
               challenges the legality, validity, enforceability, use, or
               ownership of the Sona Software, and there are no grounds for the
               same.

          e.   Sona has not agreed to indemnify any person or entity for or
               against any interference, infringement, misappropriation, or
               other conflict with respect to any Sona Software.

          f.   No loss or expiration of any Sona Software is threatened,
               pending, or reasonably foreseeable, except for patents expiring
               at the end of their statutory terms.

          g.   Neither the Sona Software infringes any patent, intellectual
               property or other proprietary right of any person or entity.

          h.   Sona has the unrestricted corporate right, power and authority to
               enter into this Agreement and to perform all of its obligations
               hereunder, and neither the execution and

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               delivery of this Agreement, nor the consummation of the actions
               contemplated herein: (i) violates any provisions of its articles
               of incorporation, corporate by-laws or other corporate documents;
               (ii) violates, conflicts with, or constitutes a default under any
               contract which it is a party; or (iii) requires the approval or
               consent of any third party.

     16.  REPRESENTATIONS AND WARRANTIES OF SHUFFLE MASTER. Shuffle Master
          hereby represents and warrants to Sona each of the following:

          a.   Shuffle Master is a corporation duly organized, validly existing,
               and in good standing under the laws of Minnesota.

          b.   Shuffle Master owns, controls or otherwise possesses all rights
               in the Shuffle Content necessary to fulfill its obligations to
               Sona hereunder, as well as the necessary resources to fulfill its
               obligations under this Agreement.

          c.   The Shuffle Content does not infringe any patent, intellectual
               property or other proprietary right of any person or entity.

          d.   Shuffle Master has the unrestricted corporate right, power and
               authority to enter into this Agreement and to perform all of its
               obligations hereunder, and neither the execution and delivery of
               this Agreement, nor the consummation of the actions contemplated
               herein: (i) violates any provisions of its articles of
               incorporation, corporate by-laws or other corporate documents;
               (ii) violates, conflicts with, or constitutes a default under any
               contract which it is a party; or (iii) requires the approval or
               consent of any third party.

     17.  INDEMNIFICATION.

          a.   Sona Indemnity: Sona hereby indemnifies, holds harmless and
               defends at its own expense, any claim, liability, loss, suit,
               damage, action or proceeding (each, an "Action") against Shuffle
               Master, Shuffle Master's officers, directors, employees,
               contractors, agents, licensors, licenses and end users, if the
               Action arises out of or relates to: i) any breach of any
               representation, warranty, covenant, agreement or obligation of
               Sona set forth in this Agreement; or ii) a claim that the Sona
               Software infringes any copyright or patent, or misappropriates
               any trade secrets, or violates or infringes any other rights of
               any kind of a third party. Sona agrees to pay any damages,
               losses, costs, expenses and other liabilities (including without
               limitation, Shuffle Master's attorneys' fees) incurred by Shuffle
               Master in connection with any such Action or indemnity claim
               hereunder.

          b.   Shuffle Master Indemnity: Shuffle Master agrees to indemnify and
               defend at its own expense any Action against Sona, Sona's
               directors, officers, employees, contractors, agents and licensors
               to the extent that Sona actually suffers a financial loss and the
               Action arises from or is related to (i) any use by Shuffle Master
               of the Wireless Gaming Solution which use would constitute a
               material breach of this Agreement, or (ii) any breach of any
               representation, warranty, covenant, agreement or obligation of
               Shuffle Master set forth in this Agreement. Shuffle Master agrees
               to pay all reasonable damages, losses, costs, expenses and other
               liabilities actually incurred by Sona in connection with any such
               Action.

          c.   Procedure: Each party's indemnification obligations under this
               Agreement shall be subject to: (i) the indemnifying party
               receiving prompt written notice in reasonable detail


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               of the existence of any Action from the indemnified party; (ii)
               the indemnifying party having, at its option, sole control of the
               defense of such Action and any related settlement negotiations
               and the right, at its own cost and expense, to compromise, settle
               or consent to the entry of a judgment with respect to such
               Action; provided, however, that the indemnifying party shall not
               do so without the prior express written consent of the
               indemnified party if such compromise, settlement or judgment: (a)
               materially diminishes the indemnified party's rights under this
               Agreement or seeks to impose additional obligations on the
               indemnified party; (b) arises out of or is a part of any criminal
               action, suit or proceeding; (c) contains a stipulation or
               admission or acknowledgement of any liability or wrongdoing
               (whether in contract, tort or otherwise) on the part of the
               indemnified party; or (d) if any settlement causes any risk or
               jeopardy to any of Shuffle Master's licenses; but further
               provided, however, that the indemnified party shall have the sole
               right to select the counsel to defend the indemnified party, with
               all of said counsel's fees and costs being the sole
               responsibility of the indemnifying party; (iii) the indemnified
               party being permitted to also hire counsel of its choice at its
               own expense in defense of any Action (without same reducing the
               indemnifying party's indemnity obligations hereunder); and (iv)
               the indemnifying party receiving the reasonable cooperation of
               the indemnified party in the defense of any Action.

     18.  NON-SOLICITATION AND NON-DISPARAGEMENT. During the Term, and for a
          period of one (1) year thereafter, neither party shall solicit any of
          the other party's employees, independent contractors, or consultants,
          nor in any way interfere or hinder any of the foregoing business
          relationship with the other, nor, at any time, shall either party
          disparage the other, any of its employees, or any of its products.

     19.  ENCUMBRANCES. Sona shall never impose, nor allow to be imposed, any
          encumbrances, charges or liens (collectively, "Encumbrances") of any
          kind on any of the Sona Software or the Wireless Gaming Solution or on
          any of the work or materials performed in connection therewith at any
          time, and further shall immediately cause to be released, discharged
          and/or satisfied, any such Encumbrance that may come into existence.
          Sona shall forthwith affect a discharge of any Encumbrance filed by it
          or any of its contractors, subcontractors, workmen, suppliers or
          employees against any of the Sona Software, Wireless Gaming Solution
          or any of the interests of Shuffle Master herein. Notwithstanding
          anything contained herein to the contrary, Sona may impose or allow to
          be imposed encumbrances, charges and liens of any kind on any of the
          Sona Software in connection with a financing transaction provided that
          any such encumbrance, charge or lien is subject to Shuffle Master's
          license rights and the rights granted hereunder. Sona will provide
          written notice to Shuffle Master of any secured financing transaction
          that Sona may enter into during the Term.

     20.  WARRANTS. Concurrently with the execution of this Agreement, Sona will
          deliver to Shuffle Master stock warrants (the "Warrants") pursuant to
          which Shuffle Master shall have the right to acquire up to 1,200,000
          shares of duly authorized, validly issued, fully paid and
          non-assessable shares of common stock, par value $.01 per share, of
          Sona (hereinafter called "Warrant Shares"), at any time during the
          period (the "Warrant Period") beginning on the Effective Date and
          ending on the date which is eighteen months (18) after the Effective
          Date. The Warrants shall be in a form approved by Shuffle Master, in
          its sole discretion, and include terms for registration and adjustment
          of the Warrant Shares for any type of recapitalization of common stock
          of Sona. The exercise price of the Warrants shall be an amount equal
          to 75% of the closing price on the date the Warrants are issued.

     21.  MISCELLANEOUS.


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          a.   Nature of Relationship. In no event shall Sona be deemed to be
               the partner, joint venturer, fiduciary, or agent of Shuffle
               Master, and Sona shall not have the right to bind Shuffle Master,
               nor shall Sona represent to any third party anything to the
               contrary, unless mutually agreed to in writing by Shuffle Master
               and Sona.

          b.   Revenue Sharing Restrictions. Notwithstanding the foregoing, in
               the event that Shuffle Master is not legally allowed to share
               revenues with Sona in a particular jurisdiction, then Shuffle
               Master and Sona agree that they will work, in good faith, to
               amend the Agreement as to such jurisdiction in order to achieve a
               fair and legal resolution. Such fair resolution may include an
               outright purchase by Shuffle Master of Sona's expected
               compensation payments (discounted for present value, in the event
               of a lump sum payment) in such jurisdiction. Notwithstanding the
               foregoing however, in the event that the parties are unable to
               resolve this issue in a manner that is fair and equitable to both
               parties, then Sona shall not be entitled to any revenues in that
               jurisdiction and the other terms of this Agreement shall not be
               affected, reduced, modified or amended in any way whatsoever. In
               no event shall the fact that Sona may not be legally able to
               share revenues in a particular jurisdiction in any way affect,
               reduce, modify or amend any of the rights granted in this
               Agreement to Shuffle Master. Notwithstanding anything contained
               herein the contrary, Shuffle Master will set aside Sona's portion
               of the revenues earned in a particular jurisdiction (the "Set
               Aside Amount") if Sona is not legally allowed to share revenues
               in that jurisdiction for the first one hundred and eighty days
               (the "Set Aside Period") while Sona is acquiring the appropriate
               licenses to enable it to share revenues in that jurisdiction;
               provided that the jurisdiction will allow Shuffle Master to set
               aside Sona's portion such revenues. At such time as Sona obtains
               the license, Shuffle Master will deliver the Set Aside Amount to
               Sona provided that Shuffle Master is allowed to deliver the Set
               Aside Amount to Sona by that jurisdiction. During the period of
               time between the Set Aside Period and the date Sona obtains the
               license, Shuffle Master shall receive all revenues, including
               Sona's share of such revenues. In the event Sona fails to obtain
               the license within twenty-four (24) months, the Set Aside Amount
               shall revert back to Shuffle Master and Shuffle Master shall have
               no further obligations to Sona with respect to the Set Aside
               Amount.

          c.   Other Products. Notwithstanding anything contained herein to the
               contrary, it is expressly agreed and acknowledged by Sona, that
               Shuffle Master will, concurrently with the existence of this
               Agreement, also be selling, leasing, marketing and exploiting
               other products, including its own games, which are similar to the
               Wireless Gaming Solution, and that utilize the intellectual
               property of Shuffle Master and/or other third parties. Nothing
               contained herein shall require Shuffle Master to give any special
               treatment or priority to the Wireless Gaming Solution. All
               marketing, sales, and pricing decisions relating to the Wireless
               Gaming Solution shall be made in the sole discretion of Shuffle
               Master. Sona further acknowledges that the ultimate success of
               the Wireless Gaming Solution will be determined by the
               marketplace and that Shuffle Master has not made and does not
               hereby make any representations, warranties or promises that the
               Wireless Gaming Solution or this Agreement will generate any
               specific amount of Gross Revenues, or any amount, at all, of
               Gross Revenues.

          d.   Due Diligence on Sona. Due to the highly regulated nature of
               Shuffle Master's business, both prior to and after execution of
               this Agreement, Shuffle Master shall have the right to perform
               such due diligence on Sona as may be required by any gaming
               regulators in those jurisdictions where Shuffle Master possesses
               any licenses, or such due diligence as Shuffle Master believes it
               is required to conduct. Both prior to and an ongoing basis, Sona
               shall fully and reasonably cooperate with Shuffle Master related
               to such due

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               diligence. Notwithstanding any of the provisions contained in
               this Agreement to the contrary, Shuffle Master shall have the
               right to immediately terminate this Agreement if Sona takes any
               action or fails to take any action that jeopardizes any of
               Shuffle Master's gaming licenses, approvals or permits, or in the
               event that Shuffle Master's relationship with Sona in any way
               jeopardizes or puts at risk any of Shuffle Master's gaming
               licenses, approvals or permits.

          e.   Modification. This Agreement may be modified or amended only by a
               writing signed by both Shuffle Master and Sona.

          f.   Governing Law and Forum. This Agreement shall be construed and
               enforced in accordance with the laws of the State of Nevada,
               without giving effect to the principles of conflicts of laws.
               This Agreement shall be deemed to be a contract made and entered
               into in the State of Nevada. In the event of any dispute between
               any of the parties that cannot be resolved amicably, the parties
               agree and consent to the exclusive jurisdiction of an appropriate
               state or federal court located within the State of Nevada to
               resolve any such dispute.

          g.   Severability. It is agreed and understood by the parties hereto
               that if any provision of this Agreement should be determined by
               an arbitrator or court to be unenforceable in whole or in part,
               then this Agreement shall be deemed modified to the minimum
               extent necessary to make it reasonable and enforceable under the
               circumstances, and the arbitrator or court shall be authorized by
               the parties to reform this Agreement in the least way necessary
               in order to make it enforceable and consistent, to the maximum
               extent possible, with the original intent of the parties.

          h.   Waiver of Breach. The waiver by either Shuffle Master or Sona of
               any breach of any provision of this Agreement shall not operate
               as or be deemed a waiver of any subsequent breach by either
               Shuffle Master or Sona. No delay or omission in the exercise of
               any power, option or remedy either expressly available hereunder
               or with respect to the breach of any of the provisions hereof
               shall impair or affect either party's right to the exercise
               thereof or the pursuit of available remedies therefore.

          i.   Notices. All notices shall be made in writing signed by the party
               making the same and shall be deemed given or made on the date
               delivered if delivered in person, on the date initially received
               if delivered by telecopy transmission followed by registered or
               certified mail confirmation, on the date delivered by an
               overnight courier service or on the third business day after it
               is mailed if mailed by registered or certified mail (return
               receipt requested) (with postage and other fees prepaid) to the
               parties or their permitted assignees at the addresses indicated
               above (or at such other addresses as shall be given in writing by
               either of the parties to the other).

          j.   Assignment. Neither party may not assign or sublicense its
               rights, duties or obligations under this Agreement without the
               prior written consent of the other party. Any purported
               assignment in contravention of this provision shall be null and
               void. In the event of an authorized assignment or transfer, and
               subject to any required regulatory approvals, this Agreement
               shall remain binding upon and inure to the benefit of the
               successors and assigns of the parties hereto.

          k.   Entire Agreement. This Agreement (including any Exhibits) is the
               entire agreement of the parties hereto concerning the subject
               matter hereof and supersedes and replaces in its entirety any
               oral or written existing agreements or understandings between
               Shuffle

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               Master and Sona relating generally to the same subject matter.
               Except for the Master Services Agreement, Shuffle Master and Sona
               hereby acknowledge that there are no agreements or understandings
               of any nature, oral or written, regarding the Sona Software, or
               the Wireless Gaming Solution, apart from those contained in this
               Agreement, and Sona acknowledges that no promises or agreements
               not contained in this Agreement have been made or offered by
               Shuffle Master.

          l.   Attorneys' Fees. If any action at law or in equity is necessary
               to enforce or interpret the terms of this Agreement, the
               prevailing party shall be entitled to reasonable attorneys' fees,
               costs and necessary disbursements, in addition to any other
               relief to which the party may be entitled.

          m.   Confidentiality. The parties agree that the terms and conditions
               of this Agreement shall be treated as confidential pursuant to
               that certain Mutual Non-Disclosure Agreement between the parties
               dated as of August 19, 2005.

          n.   Press Releases. The parties agree to issue a joint press release
               announcing the execution of this Agreement within two (2) weeks
               of the execution of this Agreement by both parties. Any news
               release, public announcement, advertisement or publicity released
               by either party concerning this Agreement, or any resulting
               Wireless Gaming Solution order, will be subject to prior approval
               of the other party. Any such publicity shall give due credit to
               the contribution of each party.

          o.   Marketing. The parties agree to promote each other's products and
               the combination from the strategic relationship.

     IN WITNESS WHEREOF, Shuffle Master and the Sona have executed this
Agreement on the date indicated below.

SHUFFLE MASTER, INC.                         SONA MOBILE HOLDINGS CORP.
("Shuffle Master")                           ("Sona")



By:  /s/ David B. Lopez                      By:   /s/ John Bush
     -------------------------------               -----------------------------
     an authorized signatory                       an authorized signatory

Print Name:  David B. Lopez                  Print Name:  John Bush
            ------------------------                     -----------------------
Title:       VP of  Prod. Mgmt               Title:       President & CEO
       -----------------------------                ----------------------------
Date:        1/13/06                         Date:        Jan 13, 2006
      ------------------------------              ------------------------------




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