EXHIBIT
4.4


December  29,  2005

Mr.  Paul  Meyer
 President and Chief Operating
Officer
 Shuffle Master, Inc.
 1106 Palms Airport Drive

Re:    Stock Option To Purchase Common Stock of Sona Mobile
Holdings Corp., a Delaware corporation
(‘‘Sona’’)

Dear Paul:

This
letter will confirm the agreement (the
‘‘Agreement’’) reached between Sona and Shuffle
Master, Inc., a Minnesota corporation
(‘‘SMI’’), wherein Sona hereby grants to SMI an
option (the ‘‘Option’’) to subscribe for and
purchase from Sona, at the price of $1.30 per share, up to 2,307,693
shares but no less than 1,846,154 shares (subject to adjustment
pursuant to the terms of this Agreement) of duly authorized, validly
issued, fully paid and non-assessable shares of common stock, par value
$.01 per share, of Sona (hereinafter called ‘‘Option
Shares’’), at any time during the period (the
‘‘Option Period’’) beginning on the date on
which SMI and Sona shall execute and deliver an agreement with respect
to a wireless gaming venture as currently contemplated by Sona and SMI
(the ‘‘Strategic Alliance Agreement’’) and
ending at 5:00 p.m. Pacific time on the date which is thirty days after
the date hereof (the ‘‘Effective Date’’),
subject to the provisions and upon the terms and conditions hereinafter
set forth. For purposes of this Agreement, the term
"Option Shares" shall include any securities
into which the Option Shares shall have been changed or any securities
resulting from the recapitalization of the Option Shares. The parties
agree as follows:

1.    Exercise.    SMI shall
have the right to exercise the Option, in whole or in part, at any time
during the Option Period. The manner in which SMI exercises the Option
shall be by written notice to Sona indicating its exercise of the
Option together with payment of the purchase price for the shares of
Option Shares to be issued upon delivery of a certified check,
cashier's check, cash, or wire transfer of the purchase price for
such shares. In the event that the Option is not exercised prior to the
expiration of the Option Period, then the Option shall expire and SMI
shall have no further rights to the Option Shares, except as otherwise
provided herein. SMI shall have the sole discretion as to whether or
not to exercise the Option and nothing contained herein shall require
SMI to exercise the Option.

In the event of any exercise of the
Option, certificates for the shares of the Option Shares so purchased
shall be issued in the name of and delivered to SMI (or as the SMI may
direct) at Sona's expense (including, without limitation, the
payment by Sona of any applicable stock transfer or stock issuance tax)
within a reasonable time, but in no event later than 5 business days,
after the Option shall have been so exercised. In the event SMI
exercises the Option with respect to only a portion of the Option
Shares, and the Option Period has not expired, then the Option shall
continue with respect to the remaining Option Shares until the
expiration of the Option Period.

2.    Sona’s Covenants.

(a)    Sona covenants and agrees that all
shares of Option Shares which may be issued upon the exercise of the
Option will, upon issuance, be duly authorized, validly issued, fully
paid and non-assessable, and free from all taxes, liens, security
interests, preemptive rights, and charges with respect to the issue
thereof.

(b)    Sona further covenants and
agrees that at all times during the Option Period, Sona will at all
times have authorized, and reserved, a sufficient number of shares of
its common stock to provide for the exercise of the Option
hereunder.

(c)    Sona has the power and
authority to enter into this Agreement and to perform all of its
obligations set forth herein. The execution of this Agreement, the
granting of the Option and the sale of the Option Shares to SMI will
not be in conflict with, violate or constitute any default










under any contract to which Sona is a party or
is otherwise bound, and no other person’s or entity’s
consent, approval or ratification is needed in order for Sona to grant
the Option to SMI, or for SMI to purchase the Option Shares.

(d)    Sona is a corporation duly organized,
validly existing and in good standing under the laws of its
jurisdiction of incorporation.

(e)    Sona
shall not, by amendment of its articles of incorporation or through any
consolidation, merger, reorganization, transfer of assets, dissolution,
issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this
Agreement.

3.    Adjustment to Shares.    In the
event of any change in the outstanding common stock by reason of a
stock dividend or distribution, stock split, recapitalization, or other
adjustment in the stated capital of Sona, or as a result of a merger,
consolidation, split-up, combination, exchange of shares or other
reorganization, Sona shall appropriately adjust the number and/or class
of shares which may be issued hereunder and shall provide for
corresponding equitable adjustments in the Option Shares.

4.    Board of Directors.    Upon the exercise of the
Option and the issuance of the Option Shares to SMI, Sona shall, within
20 days, use its best efforts to have a board member resign and cause
SMI’s designee to be appointed as a member of the Board of
Directors of Sona (the ‘‘Board’’). SMI shall
designate, in its sole discretion, a representative to hold such seat.
In the event Sona is unable to obtain such a resignation, Sona will
cause SMI’s designee to be included on the slate of new
directors recommended by Sona at its next annual meeting in November,
2006. Sona shall include SMI’s designee on the annual slate of
directors for as long as SMI owns an ownership interest in Sona. In
addition, Sona shall obtain, at its cost, and maintain Directors and
Officers Liability Insurance (‘‘D&O
Insurance’’), with such coverages approved by SMI, which
coverages shall be customary and reasonable. The D&O Insurance
shall cover SMI’s representative on the Board.

5.    Demand Registration.    Concurrently with the
execution of a definitive agreement by Sona and SMI for the Strategic
Alliance, Sona and SMI will enter into a Registration Rights Agreement
pursuant to which Sona shall cause the registration under applicable
securities laws of the Option Shares. The Registration Rights Agreement
shall be in a form approved by SMI, in its sole discretion.

6.    Gaming Restrictions.    Due to the highly
regulated nature of SMI's business, both prior to and after
execution of this Agreement, SMI shall have the right to perform such
due diligence on Sona as may be required by any gaming regulators in
those jurisdictions where SMI possesses any licenses or such due
diligence as SMI believes it is required to conduct. Both prior to and
on an ongoing basis, Sona shall fully and reasonably cooperate with SMI
related to such due diligence. Notwithstanding any of the provisions
contained in this Agreement to the contrary, SMI shall have the right
to immediately terminate this Agreement or its relationship with Sona
if Sona takes any action or fails to take any action that jeopardizes
any of SMI's gaming licenses, approvals or permits, or in the
event that SMI's relationship with Sona in any way jeopardizes or
puts at risk any of SMI's gaming licenses, approvals or permits.
In the event of such a termination, Sona shall have the right, within
20 days, to purchase all of the Option Shares owned by SMI at a price
per share mutually agreed upon by SMI and Sona. If SMI and Sona are
unable to mutually agree upon a price per share, then Sona shall cause
the immediate registration of the Option Shares under the Registration
Rights Agreement to enable SMI to sell the Option Shares.

7.    Indemnification.    Sona hereby indemnifies and
holds SMI, and its officers, directors, representatives, attorneys,
successors and assigns harmless from and against any losses, claims,
damages, costs, liabilities, judgments, penalties or expenses of any
kind whatsoever, including without limitation attorneys’ fees,
directly or indirectly arising out of any breach or falsity of any
covenant, representation, warranty, obligation or agreement of Sona
made in this Agreement.

8.    Further
Assurances.    Sona hereby agrees to do such acts and/or
execute any documents, agreements or certificates reasonably related to
implement the intent of this Agreement, whether during the Option
Period or after any exercise of the Option by SMI.








9.    Binding
Agreement.    This Agreement shall be binding on each of
Sona's and SMI's heirs, successors and assigns.

10.    No Relationship.    In no event shall either
Sona, on the one hand, or SMI, on the other hand, be or be deemed the
partner, joint venturer, or fiduciary of the other. Neither party shall
have any right to bind the other, nor shall either party represent to
any third party anything to the contrary.

11.    Entire
Agreement.    This Agreement contains the complete and entire
expression of the agreement between the parties and supersedes all
prior and contemporaneous discussions. Each of SMI and Sona hereby
agree and acknowledge there are no agreements or understandings of any
nature, oral or written, regarding the Option Shares apart from those
contained in writing in this Agreement, and Sona agrees and
acknowledges that no promises or agreements not contained in writing in
this Agreement have been made or offered by SMI. No implied covenants
or obligations on either party shall be inferred by any provision
hereof.

12.    No Disclosure.    Sona shall not,
without the prior written consent of SMI (which consent shall be in
SMI’s sole discretion), other than pursuant to the requirements
of applicable law or regulation, issue any statement or communication
to the public or the press regarding the proposed transaction.
Furthermore, Sona agrees to keep the terms of this Agreement and the
proposed transaction confidential, except that SMI and Sona shall be
permitted to make any disclosures required by law, or to any regulatory
or licensing entities.

13.    Governing
Law.    This Agreement shall be construed in accordance with
the laws of the State of Nevada.

14.    No
Assignments.    SMI may not assign this Agreement to any other
person; provided however, that SMI may assign its rights hereunder to
an entity that it controls and in which it has an ownership interest in
excess of 50%.

15.    Securities
Provisions.    Except as otherwise provided in the Registration
Rights Agreement, SMI acknowledges the following:

(a)    The Option and Option Shares
(collectively, the ‘‘Securities’’) are being
sold by Sona without registration under the Securities Act of 1933, as
amended (the ‘‘1933 Act’’), and state
securities laws in reliance on the exemptions from registration set
forth in sections 3(b) and 4(2) of the securities law exemptions.

(b)    The Securities are being acquired by SMI
for SMI’s own account for long-term investment and not with a
view to the distribution thereof, and with no present intention of
selling or otherwise disposing of the Securities or any part thereof.
SMI has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for or which is likely
to compel a disposition of the Securities in any manner. SMI is not
aware of any present circumstances that are likely to promote
SMI’s future disposition of the Securities.

(c)    SMI is an ‘‘accredited
investor’’ as such term is defined in Rule 501 of
Regulation D promulgated under the 1933 Act; SMI is able to bear the
economic risk of an investment in the Securities; and SMI understands
that because the Securities will be sold without registration under the
1933 Act, SMI must hold the Securities indefinitely and cannot sell,
exchange, assign, transfer, gift, pledge, encumber, hypothecate or
otherwise dispose of the Securities except pursuant to an exemption
from the registration provisions of the federal and state securities
laws, the availability of which must be satisfied to Sona in its
discretion.

(d)    SMI has such knowledge
and experience in financial and business matters that SMI is capable of
evaluating the merits and risks of the prospective investment in Sona;
SMI has received and reviewed all information requested of Sona and,
based on such review, understands and has evaluated the merits and
risks of the prospective investment in Sona, and has decided to
purchase the Securities.

(e)    SMI has had
the opportunity to ask questions and receive answers concerning Sona,
as well as the terms and conditions of the offering of the Securities,
and to obtain additional 









information reasonably available to Sona and
any persons acting on Sona’s behalf, necessary to verify the
accuracy of any information provided to SMI, and SMI has received all
of the information SMI has requested to the extent that such
information is reasonably available to Sona. SMI requires no additional
information to evaluate fully the merits and risks of a prospective
investment in Sona.

(f)    SMI has
read carefully the reports filed by Sona with the United States
Securities and Exchange Commission prior to the date hereof. SMI
further understands that any investment in the Securities may involve
material risks in addition to those disclosed in the ‘‘Risk
Factors,’’ which does not purport to be an exhaustive list
of all material risks involved with an investment in the
Securities.

(g)    SMI understands
that Sona is relying on the accuracy of statements contained in this
Agreement in connection with the sale of the Securities, and neither
the Securities would be sold to SMI if any part of such statements were
untrue.

(h)    SMI shall
immediately notify Sona if, for any reason, any of the statements
contained herein become inaccurate at any time from the date and SMI
understands that the continued accuracy of the statements contained
herein is of the essence to the sale of the Securities.

(i)    SMI shall indemnify Sona and all
persons acting on its behalf and hold them harmless from any and all
liability, damage, cost or expense, including but not limited to
attorneys’ fees, incurred on account of or arising directly or
indirectly out of any inaccuracy in SMI’s statements herein or
any disposition of all or any portion of the Securities in violation of
the statements contained herein.

(j)    SMI
has relied on its own legal counsel to the extent SMI has deemed
necessary as to all legal matters and questions presented with
reference to the offering and sale of the Securities.

(k)    SMI has relied on its own accountant or
other financial advisor and/or his or her own financial experience as
to all financial matters and questions presented with reference to the
purchase of the Securities.

(l)    SMI has
relied on its own analysis and evaluation (or the analysis and
evaluation of its professional advisors) of Sona, its products and
services, the technology issues involved and the market in which Sona
operates.

(m)    SMI fully understands the
terms, conditions and consequences relating to the offering of the
Securities and understands that it may have to hold such securities
indefinitely.

16.    Transfer; Legends.    

(a)    Transfers.     The Option
Shares may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Option Shares other
than pursuant to an effective registration statement or a registration
under the Registration Rights Agreement, Sona may require the
transferor thereof to provide to Sona an opinion of counsel selected by
the transferor, the form and substance of which opinion shall be
reasonably satisfactory to Sona, to the effect that such transfer does
not require registration of such transferred Option Shares under the
1933 Act. As a condition of transfer, any such transferee shall agree
in writing to be bound by the terms of this Agreement and shall have
the rights of SMI under this Agreement.

(b)    Shares Legend.     SMI
agrees to the imprinting of a legend on the Option Shares in
substantially the following form:

‘‘THESE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘ACT’’), OR UNDER THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED,
ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ANY
APPLICABLE STATE SECURITIES LAW, OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.’’








IN WITNESS WHEREOF, the undersigned have
executed this Agreement this 29thday of
                     of December, 2005.





															
	 		Sona Mobile Holdings Corp.		 
	 		By:		/s/    Shawn Kreloff		 
	 		Name:		Shawn Kreloff		 
	 		Title:		Chairman & Managing
Director		 
	







ACCEPTED AND AGREED TO:
Shuffle
Master, Inc.






							
	By:		/s/
Paul Meyer
	 		an authorized
signatory
	Print Name:		Paul Meyer
	Title:		President and
COO
	Date:		1/02/06