Exhibit 10.2
	 

	 
		 CERTAIN INFORMATION (INDICATED BY
		ASTERISKS) IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
		SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
		WITH RESPECT TO THE OMITTED PORTION. 
	 

	 
		AMENDED AND RESTATED MASTER SERVICES
		AGREEMENT
	 

	 
		This Amended and Restated Master Services
		Agreement (this “Agreement”)
		is effective as of February 28, 2007 (the “Effective Date”), by and between Sona Mobile Holdings Corp., a Delaware
		corporation, located at 245 Park Avenue, 39th Floor, New York, NY,
		10167 (“Sona”), and Shuffle Master, Inc., a Minnesota
		corporation, located at 1106 Palms Airport, Las Vegas, Nevada 89119
		(“Shuffle Master”). As of the Effective Date, this Agreement amends
		and restates that certain Master Services Agreement by and between Sona and
		Shuffle Master dated as of January 13, 2006. 
	 

	 
		RECITALS
	 

	 
		A. Sona is in the business of, among other
		things, software development and licensing and providing software
		customization, support and additional services; and
	 

	 
		B. Shuffle Master is in the business of,
		among other things, developing gaming equipment, games, and operating systems
		for gaming equipment and related products and services throughout the United
		States and other countries and desires to (i) obtain the Services from Sona and
		(ii) license the Sona Software Licenses (as defined herein) from Sona all as
		described herein. 
	 

	 
		NOW, THEREFORE, in consideration of the
		foregoing recitals and for good and valuable consideration, the receipt and
		adequacy of which are hereby acknowledged, Sona and Shuffle Master agree as
		follows:
	 

	 
		AGREEMENT
	 

	 
		1. Services.
	 

	 
		1.1 Request for Services. Sona agrees to render software development and related
		services (“Services”) to Shuffle Master for the term of this
		Agreement. Sona shall render Services to Shuffle Master upon Shuffle Master
		submitting a written request that includes an overview of the nature of the
		Services requested and the Deliverables (as defined herein) to be delivered.
		“Deliverables” means any item developed for Shuffle Master
		pursuant to a written agreement, executed by each party hereto, in
		substantially the form as Attachment A pursuant to
		which Sona shall perform Services for Shuffle Master (each such agreement shall
		be known as a “Statement of
		Work”). The initial Statement of
		Work, attached hereto as Attachment
		B, relates to the development of
		software applications referred to herein as “Existing Games Integration and
		Mobilization” and described in
		Attachment B. A Deliverable may include, but is not limited to,
		development of products, software,
		applications, documentation, data,
		reports, specifications, or other Intellectual Property Rights.
		“Intellectual Property
		Rights” means copyright rights
		(including, without limitation, the exclusive right to use, reproduce, modify,
		distribute, publicly display and publicly perform the copyrighted work),
		trademark rights (including, without limitation trade names, trademarks,
		service marks and trade dress), patent rights (including, without limitation,
		the exclusive right to make, use and sell), trade secrets, moral rights, right
		of publicity, authors’ rights, contract and licensing rights, goodwill and
		all other intellectual property rights as may exist now and/or hereafter come
		into existence and all renewals and extensions thereof, regardless of whether
		such rights arise under the laws of the United States, or any other state,
		country or jurisdiction. Deliverables shall not include any materials,
		software, documentation or other items in existence at the time the Statement
		of Work is executed by the parties or any tools, processes or utilities,
		including the Sona Software Libraries (as defined in Section 3.3
		below), used to make the Deliverables (whether conceived, reduced to practice
		or developed before or during the term of this Agreement). Absent the execution
		of a Statement of Work, Sona shall not be required to provide Services to
		Shuffle Master. Unless agreed otherwise in writing, this Agreement shall govern
		the performance of Services by Sona to Shuffle Master.
	 

	 
		 
	 

	 
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		1.2 Performance of Services and Delivery of
		Deliverables. Sona agrees to
		perform those obligations assigned to it in each Statement of Work and to
		deliver the Deliverables described in each Statement of Work. 
	 

	 
		1.3 Acceptance of Services and Deliverables. Unless otherwise stated in a Statement of Work, during
		the sixty (60) day period following the delivery of a Deliverable (the
		“Evaluation Period”), Shuffle Master shall have the right to evaluate
		and test the Deliverable in order to determine if it conforms with the
		functional and technical specifications and other acceptance criteria set forth
		in the Statement of Work for such Deliverable. In the event that the
		Deliverable does not conform to such specifications, as reasonably determined
		by Shuffle Master, Shuffle Master shall provide written notice to Sona
		describing the non-conformity(ies). Sona agrees to correct all such
		non-conformities and redeliver the corrected Deliverable to Shuffle
		Master for re-evaluation and re-testing as provided in this Section. If Shuffle
		Master does not report a non-conformity during the Evaluation Period, Shuffle
		Master shall be deemed to have accepted the Deliverable or the corrected
		version of the Deliverable, if applicable. In lieu of requesting Sona to
		correct a non-conformity, Shuffle Master may, in its discretion (a) modify the
		specifications so that the Deliverable conforms or (b) accept such
		non-conformity. 
	 

	 
		1.4 Software Maintenance Services. During the term, Sona agrees to provide software
		maintenance services (“Software
		Maintenance Services”) to Shuffle
		Master with respect to Existing Games Integration and Mobilization and as set
		forth in the Statements of Work. Sona agrees to provide such Software
		Maintenance Services on an annual basis during the term of this Agreement (with
		each such annual period beginning on the date of delivery of the applicable
		Deliverable). The Software Maintenance Services shall be limited to
		commercially reasonable and customary services that are necessary to ensure the
		applicable Deliverable (i) meets the functionality specifications agreed by the
		parties pursuant to this Agreement and the applicable Statement of Work and
		(ii) if applicable, interfaces properly with Shuffle Master’s proprietary
		gaming products. As soon as reasonably practicable after receipt of a written
		notification from Shuffle Master requesting Software Maintenance Services and
		specifically describing the defect, failure, malfunction or virus contained in
		the Deliverable that prevents such product from functioning in accordance with
		the functionality specifications (an “Error”),
		Sona shall acknowledge receipt of such request, identify resources to correct
		such Error(s) and provide a preliminary assessment of such Error(s) based upon
		the information then available. Upon correction of any Error(s), Sona shall
		make available to Shuffle Master the updated software in electronic format with
		release notes. Sona acknowledges and agrees that “Software Maintenance
		Services” shall not include the modification of the Existing Games
		Integration and Mobilization to comply with or qualify for an exemption from
		any gaming licenses or other local, state, federal or other applicable
		regulatory requirements in connection with the Existing Games Integration and
		Mobilization. These additional services if any will be available from Sona at
		no cost. 
	 

	 
		1.5 Payment Terms.
		In consideration for the Services provided hereunder, and provided Sona is not
		in material breach of the terms and conditions of this Agreement, Shuffle
		Master agrees to pay Sona all amounts set forth in each Statement of Work in
		accordance with the payment schedule set forth therein. In consideration for
		the Software Maintenance Services, and provided Sona is not in material breach
		of the terms and conditions of this Agreement, Shuffle Master agrees to pay
		Sona the annual software maintenance fees set forth in each applicable
		Statement of Work for each twelve month period that Software Maintenance
		Services are provided by Sona to Shuffle Master. All payments due to Sona
		hereunder are due and payable within thirty (30) days from the date Sona’s
		invoice for such services is received by Shuffle Master. Notwithstanding
		anything contained herein to the contrary, all Services performed with respect
		to the Existing Games Integration and Mobilization and Software Maintenance
		Services with respect to the Existing Games Integration and Mobilization shall
		be performed by Sona at no cost to Shuffle Master.
	 

	 
		 
	 

	 
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		2. Proprietary Information. Sona and Shuffle Master executed a Mutual
		Non-Disclosure Agreement dated as of August 19, 2005 (the “Confidentiality Agreement”) and each of them confirms that it is bound by
		its terms. 
	 

	 
		3. Ownership.
	 

	 
		3.1 Shuffle Master Ownership. Each of the Deliverables, including, without
		limitation, Existing Games Integration and Mobilization, shall be the sole and
		exclusive property of Shuffle Master. Shuffle Master and Sona agree that, to
		the extent allowed by this Agreement and law, all Deliverables shall be
		considered “work-made-for-hire” within the meaning and purview of
		Section 101 of the Copyright Act of 1976, 17 U.S.C. Section 101, and ownership
		of the entire right, title and interest in all Deliverables, including, but not
		limited to, any and all copyrights therein, shall reside in Shuffle Master.
		
	 

	 
		3.2 Assignment. Sona
		hereby irrevocably transfers, assigns and conveys to Shuffle Master the entire
		right, title and interest in all Deliverables, including, but not limited to,
		the exclusive copyright ownership of them, the right to register and renew the
		copyrights throughout the world, rights under the Universal Copyright
		Convention and the Berne Convention (throughout the world and for the entire
		duration of the copyright) and all other intellectual property rights,
		including without limitation all patent rights. In the event that Shuffle
		Master is unable, after reasonable effort, to obtain Sona’s signature on
		any letters patent, copyright or other analogous protection related to any
		Deliverables for any reason whatsoever, Sona hereby irrevocably designates and
		appoints Shuffle Master through its duly authorized president as Sona’s
		agent and attorney-in-fact, to act for and in Sona’s behalf and stead
		solely to execute and file any application or applications and do all other
		lawfully permitted acts to further the prosecution and issuance of letters
		patent, copyright or other analogous intellectual property protection related
		to the Deliverables with the same legal force and effect as if executed by
		Sona. 
	 

	 
		3.3 Sona Ownership.
		Shuffle Master acknowledges that except for the rights expressly granted to
		Shuffle Master herein, this Agreement does not transfer to Shuffle Master, and
		Shuffle Master does not obtain from Sona any Sona Technology, and all right,
		title and interest in and to Sona Technology shall remain solely with Sona.
		“Sona Technology” means Sona’s proprietary technology,
		software tools, hardware designs, algorithms, the Sona Software Libraries (as
		defined below), user interface designs, architecture, class libraries, objects
		and documentation (both printed and electronic), techniques and designs,
		know-how, trade secrets and any related Intellectual Property Rights throughout
		the world (whether owned by Sona or licensed to Sona from a third party)
		conceived, reduced to practice, or developed before, during or after the term
		of this Agreement by Sona. “Sona
		Software Libraries” means the
		source code libraries, run-time binaries, processes and other intellectual
		property set forth on Attachment
		C in source code and object code form,
		including all improvements and modifications made to the Sona Software
		Libraries. 
	 

	 
		4. License Grants and Prohibitions.
	 

	 
		4.1 Sona Software Libraries. Subject to Shuffle Master’s payment to Sona of
		all fees validly owed for Services under this Agreement, if any, and subject to
		terms and conditions of that certain Amended and Restated Licensing and
		Distribution Agreement between the parties of even date herewith
		(“Licensing and Distribution Agreement”), Sona hereby grants to
		Shuffle Master during the term of this Agreement a non-exclusive license to the
		Sona Software Libraries on the identical terms (including, without limitation,
		the restrictions and approval rights therein) applicable to the license to the
		“Sona Software” in the Licensing and Distribution Agreement. 
	 

	 
		4.2 Shuffle Master Prohibitions. Shuffle Master acknowledges that the Sona Software
		Libraries are a trade secret and proprietary to Sona. Unless Shuffle Master has
		received Sona’s prior written consent or except as expressly provided
		otherwise hereunder or in the Licensing and Distribution
	 

	 
		 
	 

	 
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		Agreement, Shuffle Master is expressly
		prohibited from (i) renting, selling, sublicensing or otherwise transferring,
		directly or indirectly, any Sona Software Libraries to any third party or
		person, (ii) reverse assembling, reverse compiling, or otherwise translating or
		attempting to learn the source code of the Sona Software Libraries, (iii)
		preparing or creating derivative works of the Sona Software Libraries, (iv)
		modifying the Sona Software Libraries, (v) using the Sona Software Libraries to
		process information belonging to a third party for such third party’s use,
		and (vi) copying the Sona Software Libraries.
	 

	 
		5. Modifications and Updates to Sona Software
		Libraries. Sona intends to continue
		to make modifications to the Sona Software Libraries. During the term of this
		Agreement, these updates will be made available to Shuffle Master in electronic
		format with release notes at no additional cost to the extent such
		modifications are necessary for the proper interfacing of the Deliverables.
		
	 

	 
		6. Intentionally Omitted.
	 

	 
		7. Term and Termination. 
	 

	 
		7.1 Term of Agreement. Unless earlier terminated as provided below, this
		Agreement shall commence on the Effective Date and shall remain in effect until
		the later of the following dates: (i) the date five (5) years after the
		Effective Date (the “Initial Term”); or (ii) the termination date on
		the last Statement of Work or Software Maintenance Service period in effect.
		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 five years (each, a “Renewal Term”) if Shuffle Master exercises
		its right to renew the Licensing and Distribution Agreement. The Initial Term
		and Renewal Term(s) may be collectively referred to as the
		“term”.
	 

	 
		7.2 Term of Statements of Work. Each Statement of Work shall be effective on the date
		of execution and shall continue until the later of (i) the date the last to be
		delivered Deliverable is accepted as provided in this Agreement or (ii) the
		date on which the last task or obligation under the Statement of Work has been
		performed in full.
	 

	 
		7.3 Termination for Cause. 
	 

	 
		(a) Breach. Either
		party may terminate this Agreement if the other party materially breaches any
		material provision of this Agreement and the dispute resolution procedures set
		forth in Section 14 of this Agreement fail to resolve such breach. 
	 

	 
		(b) Licensing and Distribution Agreement. Either party may terminate this Agreement if the other
		party materially breaches the aforementioned Licensing and Distribution
		Agreement between the parties.
	 

	 
		(c) Statements of Work. Either party may terminate a Statement of Work if the
		other party breaches any material provision of such Statement of Work and the
		dispute resolution procedures set forth in Section 14 of
		this Agreement fail to resolve such breach. The termination of an individual
		Statement of Work pursuant to this Section shall not result in the termination
		of this Agreement or any other Statement of Work. 
	 

	 
		(d) Remedies in the Event of Termination for
		Cause. In the event a party terminates
		this Agreement or a Statement of Work pursuant to this Section 7.3,
		then such party shall, subject to the terms of this Agreement, be entitled to
		seek available remedies at law or in equity. 
	 

	 
		7.4 Insolvency. In
		the event that either party ceases conducting business in the normal course,
		becomes insolvent, makes a general assignment for the benefit of creditors,
		suffers or permits the 
	 

	 
		 
	 

	 
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		appointment of a receiver for its business
		or assets or avails itself of, or becomes subject to, any proceeding under the
		Federal Bankruptcy Act or any other statute of any state relating to insolvency
		or the protection of rights of creditors, then the other party may, at its sole
		option, terminate this Agreement pursuant to the provisions set forth
		above.
	 

	 
		7.5 Termination for Regulatory Licensing
		Jeopardy. Either party may terminate
		this Agreement by giving notice to the other party if the non-terminating party
		takes any action or fails to take any action that 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
		the 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; or in the event that Sona’s relationship with Shuffle Master
		in any way jeopardizes or puts at risk any of Shuffler Master’s existing,
		pending or future gaming licenses, approvals or permits. 
	 

	 
		7.6 Effect of Termination. The parties
		agree that except as otherwise expressly provided herein all obligations under
		Sections 1.5, 2,
		3, 4,
		5, 7 and
		10-26 of this Agreement shall continue in effect after
		termination of this Agreement. 
	 

	 
		8. Independent Contractor Status. Sona represents and warrants that it, and not Shuffle
		Master, is the employer of Sona’s employees and that Sona shall be solely
		responsible for complying with all laws, rules and regulations of any
		governmental authority having appropriate jurisdiction relating to that
		employment, including, but not limited to, immigration, taxation, worker
		compensation and unemployment compensation. This Agreement does not entitle
		either party to be the employee, partner, joint venturer, agent, fiduciary or
		legal representative of the other for any purpose whatsoever Neither party is
		granted any right or authority to assume or to create any obligation or
		responsibility, express or implied, on behalf of or in the name of the other
		party. In fulfilling its obligations under this Agreement, each party shall be
		acting as an independent contractor. 
	 

	 
		9. Exclusivity of Services. Shuffle Master agrees that during the term of this
		Agreement, Sona shall be the exclusive provider of the Services with respect to
		the Existing Games Integration and Mobilization for the Wireless Gaming System
		(as such term is defined in the Licensing and Distribution Agreement) and as
		set forth in the Statements of Work, including without limitation any software
		development duties for the development of, or provision of software
		maintenance, enhancements and updates in connection therewith. Subject to the
		Licensing and Distribution Agreement, notwithstanding the foregoing, Sona
		acknowledges that Shuffle Master has the right to license its game content to
		other wireless gaming providers and such other wireless gaming providers will
		be performing services similar to the Services hereunder to enable the game
		content to be utilized by such providers’ wireless gaming system and that
		nothing contained herein prohibits such services to be performed by the other
		wireless gaming providers in connection with the use of Shuffle Master’s
		game content.
	 

	 
		10. Non-Solicitation. Each party agrees that it will not solicit for
		employment any personnel of the other party prior to the first anniversary of
		the termination of this Agreement; the foregoing does not prohibit mass media
		advertising not specifically directed towards employees of either party.
		
	 

	 
		11. Warranties.
		
	 

	 
		11.1 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 under a Statement of Work, and the performance according to the
		terms of this Agreement or a Statement of Work will not breach any separate
		agreement by which such party is bound. 
	 

	 
		 
	 

	 
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		11.2 Deliverables Performance. Sona hereby represents and warrants that each of the
		Deliverables delivered to Shuffle Master: i) will function substantially in
		accordance with the functional specifications contained in the applicable
		Statement of Work, and that the failure to deliver any of the Deliverables
		substantially in accordance with the specifications in any Statement of Work
		shall be considered a material breach of this Agreement; ii) will not infringe
		or violate any rights of any third parties; or iii) will not require the
		approval or consent of any third party for Shuffle Master to enjoy the benefits
		contemplated by this Agreement.
	 

	 
		11.3 Compliance with Gaming Laws. Shuffle Master warrants that it will use its good
		faith commercially reasonable efforts, in its sole discretion, to attempt to
		obtain all necessary gaming licenses; and will comply with any other local,
		state, federal or other applicable regulatory requirement in connection with
		its use of any Deliverable. 
	 

	 
		11.4 Limiting Devices. Sona represents and warrants that the software
		included in any Deliverable at the time delivered to Shuffle Master will not
		contain any lock-out, drop-dead, timer, clock or other limiting device or
		routine that causes such software to become inoperable, erased, impaired or
		incapable of functioning in the manner for which it was designed; except as
		explicitly designed as part of any licensing mechanism associated with the
		Deliverables.
	 

	 
		11.5 Viruses.
		Immediately before shipment, Sona represents and warrants that it will test
		each element of the software included in a Deliverable utilizing the most
		recent version and the most recent data file of a reputable, commercially
		available anti-virus checking software program and will ensure that the
		software included in such Deliverable is free of any viruses identified by such
		anti-virus checking software program.
	 

	 
		12. Indemnification. 
	 

	 
		12.1 Indemnity Claims. 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 and Shuffle Master’s officers, directors,
		employees, contractors (but not Sona), agents, licensers, licensees and
		customers if the Action arises from or is related to i) any breach of any
		representation, warranty, covenant, agreement or obligation of Sona set forth
		in this Agreement; or ii) a claim that any of the Sona Software Libraries, the
		Existing Games Integration and Mobilization or any other Deliverables provided
		to Shuffle Master under this Agreement: x) infringes or violates any copyright
		or patent or misappropriates any trade secrets; or y) infringes or violates any
		other rights of any kind of any third party; Sona agrees to pay any damages,
		losses, costs, expenses and other liabilities (including, without limitation,
		any attorneys fees incurred by Shuffle Master) in connection with any such
		Action or an indemnity claim hereunder. 
	 

	 
		12.2 Shuffle Master Indemnity. Shuffle Master hereby indemnifies, holds harmless and
		defends at its own expense any Action against Sona to the extent that Sona
		actually suffers a financial loss and the Action arises from or is related to
		any unauthorized use the Sona Software Libraries by Shuffle Master.
	 

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

	 
		 
	 

	 
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		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 of jeopardy to any
		party’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 the 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.
		
	 

	 
		13. Intentionally Omitted. 
	 

	 
		14. Dispute Resolution. Each party agrees that it will not terminate this
		Agreement or a Statement of Work for material breach or, unless otherwise
		required in order to comply with deadlines under the law, file an action or
		institute legal proceedings with respect to any dispute, controversy, or claim
		arising out of, relating to, or in connection with, this Agreement, until: (i)
		it has given the other party written notice of the material breach or other
		grievance; (ii) the other party has failed to provide an effective remedy
		within thirty (30) days after receipt of such notice; (iii) it has requested
		that senior executives for both parties meet and discuss the matter in order to
		consider informal and amicable means of resolution; and (iv) either such
		meeting failed to occur within thirty (30) days after such request or the
		meeting did not produce a mutually satisfactory resolution of the matter.
		
	 

	 
		15. Assignment. This Agreement shall inure to the benefit of and be
		binding upon the parties hereto and their successors, assigns and legal
		representatives; provided, however, that neither Shuffle Master nor Sona shall
		assign its rights or delegate its obligations hereunder without the prior
		written consent of the other party, which consent shall not be unreasonably
		withheld or delayed. Notwithstanding the preceding, however, Shuffle Master and
		Sona may assign their respective rights and obligations under this Agreement to
		(i) a parent or subsidiary that is controlling, controlled by, or under common
		control with, such party or (ii) the purchaser of the shares or substantially
		all of the assets of such party hereunder by operation of law or otherwise,
		provided that the assignee hereunder agrees in writing to assume all of the
		obligations of the assigning party under this Agreement and promptly provides a
		copy thereof to the non-assigning party. Any attempted assignment of this
		Agreement not in accordance with this subsection shall be null and void. Upon
		completion of any assignment under this Section 15, the
		assigning party shall have no further liability with respect to any of the
		rights or obligations assigned.
	 

	 
		16. Notices. Any
		notice required or permitted under the terms of this Agreement or required by
		law must be in writing and must be either (i) delivered in person, (ii) sent by
		first class registered mail, or (iii) sent by overnight air courier, in each
		case properly posted and fully prepaid to the appropriate address set forth in
		the preamble of this Agreement. Either party may change its address for notice
		by notice to the other party given in accordance with this Section. Notices
		will be considered to have been given at the time of actual delivery in person,
		three (3) business days after deposit in the mail as set forth above, or one
		(1) day after delivery to an overnight air courier service. Unless otherwise
		provided, notices to Sona shall be directed to its Chief Executive Officer and
		Chief Financial Officer.
	 

	 
		17. 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.
	 

	 
		18. Export Control. Neither party may export or re-export any software
		licensed pursuant to this Agreement without the appropriate United States and
		foreign government licenses.
	 

	 
		 
	 

	 
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		19. No Third
		Party Beneficiaries. Shuffle Master
		and Sona agree that, except as otherwise expressly provided in this Agreement,
		there shall be no third party beneficiaries to this Agreement, including but
		not limited to the insurance providers for either party or the customers of
		Shuffle Master. 
	 

	 
		20. Severability; Waiver. In the event any provision of this Agreement is held
		by a tribunal of competent jurisdiction to be contrary to the law, the
		remaining provisions of this Agreement shall remain in full force and effect.
		The waiver of any breach or default of this Agreement shall not constitute a
		waiver of any subsequent breach or default, and shall not act to amend or
		negate the rights of the waiving party. 
	 

	 
		21. Entire Agreement; Counterparts; Originals;
		Amendments. This Agreement,
		including all attachments, Statement of Works, and other documents incorporated
		herein by reference, constitutes the complete and exclusive agreement between
		the parties with respect to the subject matter hereof, and supersedes and
		replaces any and all prior or contemporaneous discussions, negotiations,
		understandings and agreements, written and oral, regarding such subject matter,
		including, without limitation, the original Master Services Agreement, which is
		hereby amended and restated in its entirety. This Agreement may be executed in
		two or more counterparts, each of which shall be deemed an original, but all of
		which together shall constitute one and the same instrument. Once signed, any
		reproduction of this Agreement made by reliable means (e.g., photocopy,
		facsimile) is considered an original. This Agreement may be changed only by a
		written document expressly modifying this Agreement and duly executed by a Vice
		President or higher-level officer of each of Shuffle Master and Sona in
		accordance with this Section
		21. For purposes of this Agreement, the
		term “written” means anything reduced to a tangible form by a party,
		including a printed or hand written document, e-mail or other electronic
		format.
	 

	 
		22. No
		Construction Against the Drafter. The parties
		agree that any principle of construction or rule of law that provides that an
		agreement shall be construed against the drafter of the agreement in the event
		of any inconsistency or ambiguity in such agreement shall not apply to the
		terms and conditions of this Agreement.
	 

	 
		23. Interpretation of Conflicting
		Terms. In the event of a conflict between or among the terms in
		this Agreement and other documents referred to herein or made a part hereof,
		the documents shall control in the following order unless a Statement of Work
		expressly and unambiguously states that the parties have agreed otherwise: the
		Agreement, then a Statement of Work.
	 

	 
		24. Remedies.
		Except as provided in Sections 12 and
		13, the parties’ rights and remedies under this
		Agreement are cumulative. The parties acknowledge and agree that Deliverables
		and Deliverables contain valuable trade secrets and proprietary information of
		Shuffle Master, that any actual or threatened breach of Section 2 shall
		constitute immediate, irreparable harm to Shuffle Master or Sona, as
		applicable, for which monetary damages would be an inadequate remedy and that
		injunctive relief is an appropriate remedy for such breach. 
	 

	 
		25. Due Diligence. Sona shall, prior to entering into this Agreement,
		have completed Shuffle Master’s due diligence forms to Shuffle
		Master’s sole satisfaction certifying Sona’s compliance with relevant
		gaming laws and regulations and shall update such forms when reasonably
		requested to do so by Shuffle Master and at least annually. Notwithstanding any
		other provisions that may be contained to the contrary in this Agreement, Sona
		acknowledges that Shuffle Master’s business is highly regulated.
		Accordingly, both prior to and after the execution of this Agreement, Shuffle
		Master shall have the right to perform due diligence on Sona as required by any
		gaming regulators in those jurisdictions in which Shuffle Master is licensed.
		On an ongoing basis, Sona shall be obligated to fully and reasonably cooperate
		with Shuffle Master related to such due diligence.
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 




	 
	 

	 

	 
		26. Governing Law. This Agreement will be interpreted and construed in
		accordance with the laws of the State of Nevada and the United States of
		America, without regard to conflict of law principles.
	 

	 
		IN WITNESS WHEREOF, the parties have
		executed this Agreement as of the Effective Date.
	 

	 
		 
	 

	 
			
				
				  SONA MOBILE HOLDINGS
				  CORP.
				

			 	
				
				   
				

			 	
				
				  SHUFFLE MASTER, INC.
				

			 
	
				
				  
 By: 
				

			 	
				
				  /s/ Shawn Kreloff 
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Paul Meyer 
				

			 
	
				
				  Name:
				

			 	
				
				  Shawn Kreloff
				

			 	
				
				   
				

			 	
				
				  Name:
				

			 	
				
				  Paul Meyer
				

			 
	
				
				  Title:
				

			 	
				
				  CEO 
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				  President
				

			 

 

	 
		 
	 

	 
		9
	 

	 
		 
	 




	 
	 

	 

	 
		Attachment A
	 

	 
		STATEMENT OF WORK (Example of
		format)
	 

	 
		Title of Project
	 

	 
		Section 1: General scope and nature of this Statement of Work:
		
	 

	 
		Section 2: Deliverables; Functional Specifications
	 

	 
		Section 3: Performance Warranty for Deliverables (if different
		than as provided for in the Agreement):
	 

	 
		Section 4: Payment Amount and Payment Terms
	 

	 
		Section 5: Annual Software Maintenance Fees (if any)
	 

	 
		Section 6: Schedule of performance:
	 

	 
		Section 7: Ownership of IP rights (if different than as provided
		for in the Agreement): 
	 

	 
		Section 8: Project Managers
	 

	 
		NOTE: This Statement
		of Work is governed by the terms of that certain Master Services Agreement in
		effect between Sona and Shuffle Master. In the event of any inconsistency
		between the provisions of this Statement of Work and the Master Services
		Agreement, the provisions of the Master Services Agreement shall govern unless
		this Statement of Work expressly and unambiguously states that the parties have
		agreed otherwise. 
	 

	 
		IN WITNESS WHEREOF, the parties have
		executed this Statement of Work as of the date last written below.
	 

	 
		 
	 

	 
			
				
				  SONA MOBILE HOLDINGS
				  CORP.
				

			 	
				
				   
				

			 	
				
				  SHUFFLE MASTER, INC.
				

			 
	
				
				  
 By: 
				

			 	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				

			 
	
				
				  Name: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				   
				

			 
	
				
				  Title: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				   
				

			 
	
				
				  Date: 
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Date: 
				

			 	
				
				   
				

			 

 

	 
		 
	 




	 
	 

	 

	 
		Attachment B
	 

	 
		INITIAL STATEMENT OF WORK
	 

	 
		(Existing Games Integration and
		Mobilization)
	 

	 
		 
	 



	 
	 

	 

	 
		Attachment B 
	 

	 
		STATEMENT OF WORK
	 

	 
		This Amended and Restated Statement of
		Work supersedes and renders null and void in all respects that Statement of
		Work dated December 21, 2006.
	 

	 
		Section 1: General scope and nature of work: 
	 

	 
		To develop software that allows casino
		patrons to use a wireless handheld device to connect to a specific Shuffle
		Master Vegas Star- or Rapid-branded electronic multiplayer terminal (enumerated
		below) and join game play and wagering using the Sona Mobile Holdings Corp.
		(“Sona”) Casino On Demand system.
	 

	 
		Section 2: Deliverables; Functional Specifications
	 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Vegas Star Wireless Public
				  Domain [***] (“VSW [***]”) Sona will add VSW [***] as an extension to Sona’s
				  Casino On Demand platform. The additional modules include a PDA based game
				  client, a server based game engine and the necessary interface software to
				  connect to an existing Shuffle Master Vegas Star [***] multiplayer terminal
				  (“VS[***]”). These modules together will allow a player via the
				  Casino On Demand system to join in game play on a VS[***]. For clarity, this
				  Deliverable does not include any Sona proprietary betting interface, the game
				  client framework, or the game engine framework. These constitute a portion of
				  the Sona Software Libraries.
				

			 

 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Vegas Star Wireless [***]
				  (“VSW [***]”) Sona will
				  add VSW [***] as an extension to Sona’s Casino On Demand platform. The
				  additional modules include a PDA based game client using Sona’s
				  proprietary [***] betting interface, a server based game engine and the
				  necessary interface software to connect to an existing Shuffle Master Vegas
				  Star [***] multiplayer terminal (“VS[***]”). These modules together
				  will allow a player via the Casino On Demand system to join in game play on a
				  VS[***]. The [***] game will use Sona’s existing, proprietary [***]
				  betting interface. For clarity, this Deliverable does not include any Sona
				  proprietary betting interface, the game client framework, or the game engine
				  framework. These constitute a portion of the Sona Software Libraries.
				

			 

 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Rapid [***]
				  Wireless Sona will add Rapid [***]
				  Wireless as an extension to its Casino On Demand platform. The additional
				  modules include a PDA based game client using Sona’s proprietary [***]
				  betting interface, a server based game engine and the necessary interface
				  software to connect to an existing Shuffle Master Rapid [***] multiplayer
				  terminal (“[***]”). These modules together will allow a player via
				  the Casino On Demand system to join in game play on a [***]. The [***] game
				  will use Sona’s existing, proprietary [***] betting interface. For
				  clarity, this Deliverable does not include any Sona proprietary betting
				  interface, the game client framework, or the game engine framework. These
				  constitute a portion of the Sona Software Libraries.
				

			 

 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  PDA Standalone demo
				  games Sona will develop a
				  standalone Windows Mobile PocketPC application with versions of four games
				  available from the existing Casino On Demand system: [***], [***], [***], and
				  [***] (either public domain or [***]).
				  These games will represent a realistic game play simulation of the versions
				  available from the complete system without the need to connect to a production
				  Casino On Demand server. The card games will play multiple hands and evaluate
				  the results paying the
				

			 

 

	 
		 
	 



	 
	 

	 

	 
		player according to the appropriate
		pay-table. [***] will use a pseudo random number generator to play an unlimited
		number of games. The [***] game will use Sona’s existing, proprietary
		[***] betting interface. For clarity, this Deliverable does not include this
		interface or any Sona Software Libraries. 
	 

	 
			
				
				   
				

			 	
				
				  5.
				

			 	
				
				  Vegas Star Wireless [***]
				  (“VS [***]”) Sona will
				  add VS [***] as an extension to its Casino On Demand platform. The additional
				  modules include a PDA based game client, a server based game engine and the
				  necessary interface software to connect to an existing Shuffle Master Vegas
				  Star [***] multiplayer terminal (“VS[***]”). These modules together
				  will allow a player via the Casino On Demand system to join in game play on a
				  VS[***]. For clarity, this Deliverable does not include any Sona proprietary
				  betting interface, the game client framework, or the game engine framework.
				  These constitute a portion of the Sona Software Libraries.
				

			 

 

	 
			
				
				   
				

			 	
				
				  6.
				

			 	
				
				  Public Domain game clients,
				  part I Sona will develop client
				  versions of the following public domain games to connect to its Casino On
				  Demand platform: [***], [***], [***],
				  [***], [***], and [***]. For
				  clarity, this Deliverable is part of the Sona Software Libraries and remains
				  property of Sona.
				

			 

 

	 
			
				
				   
				

			 	
				
				  7.
				

			 	
				
				  Public Domain game clients,
				  part II Sona will develop client
				  versions of the following public domain games to connect to its Casino On
				  Demand platform: [***] and [***],
				  [***]. For clarity, this Deliverable is
				  part of the Sona Software Libraries and remains property of Sona.
				

			 

 

	 
			
				
				   
				

			 	
				
				  8.
				

			 	
				
				  Public Domain game clients,
				  part III Sona will develop client
				  versions of the following public domain games to connect to its Casino On
				  Demand platform: [***]. For clarity, this Deliverable is part of the Sona
				  Software Libraries and remains property of Sona.
				

			 

 

	 
			
				
				   
				

			 	
				
				  9.
				

			 	
				
				  Shuffle Master proprietary
				  content game clients, part I Sona
				  will develop client versions of the following Shuffle Master games to connect
				  to Sona’s Casino On Demand platform: [***], [***], [***], [***], [***], and
				  [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  10.
				

			 	
				
				  Shuffle Master proprietary
				  content game clients, part II Sona
				  will develop client versions of the following Shuffle Master games to connect
				  to Sona’s Casino On Demand platform: [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  11.
				

			 	
				
				  Demo Units Sona will develop client and server software to
				  showcase the key functionality of the Casino On Demand system without the need
				  for the full suite of servers that would normally be installed in a production
				  environment. Sona, at its cost, will install and configure this software to run
				  on up to five (5) Shuffle Master provided laptop-based systems and two (2)
				  Shuffle Master provided desktop-based systems. Shuffle Master will provide all
				  requisite gaming, power, computer, network and communications hardware
				  including, but not limited to: handheld wireless devices, wireless access
				  points, wireless routers, power converters, and laptop or desktop computers to
				  emulate production server functions. Sona will assist Shuffle Master with the
				  selection of the appropriate hardware depending on the desired deployment
				  environment such as trade shows, sales calls, international travel, etc. For
				  clarity, this Deliverable is part of the Sona Software Libraries and remains
				  property of Sona. Minimum hardware specifications for the Demo Unit hardware
				  are:
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Desktop
				  computer: Intel or AMD dual-core
				  CPU, 2 GB RAM, 40 GB hard drive, Ethernet, 1280x1024 video card, 19-inch
				  LCD
				

			 

 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  b.
				

			 	
				
				  Laptop
				  computer: Intel or AMD dual-core
				  CPU, 2 GB RAM, 40 GB hard drive, Ethernet
				

			 

 

	 
			
				
				   
				

			 	
				
				  c.
				

			 	
				
				  Wireless infrastructure for
				  trade shows: Symbol WS2000 wireless
				  switch, four (4) AP300 802.11 a/b/g Wireless Access Points
				

			 

 

	 
			
				
				   
				

			 	
				
				  d.
				

			 	
				
				  Wireless router for
				  laptop-based demos: Commercial,
				  off-the-shelf (COTS) wireless travel router such as Linksys WTR54GS or
				  similar.
				

			 

 

	 
			
				
				   
				

			 	
				
				  e.
				

			 	
				
				  Wireless handheld
				  devices: Symbol MC70 Windows Mobile
				  device with 802.11 a/b/g radio. Kiosks, tablets or UMPC units to be mutually
				  agreed upon by both parties
				

			 

 

	 
			
				
				   
				

			 	
				
				  f.
				

			 	
				
				  Power adapters or
				  converters: Appropriate for the
				  destination country of use.
				

			 

 

	 
		Section 3: Performance Warranty for Deliverables (if different
		than as provided for in the Agreement):
	 

	 
		n/a
	 

	 
		Section 4: Payment Amount and Payment Terms
	 

	 
		n/a
	 

	 
		Section 5: Annual Software Maintenance Fees (if any)
	 

	 
		n/a
	 

	 
		Section 6: Schedule of performance:
	 

	 
		All Deliverable dates require Shuffle
		Master’s complete commitment to assisting Sona to obtain Shuffle Master or
		Stargames technology that is required to develop and test these systems.
		Shuffle Master will provide all Vegas Star and Rapid software (including, but
		not limited to, graphics, software libraries, source code or object code);
		Vegas Star or Rapid full technical specifications or documentation; Shuffle
		Master and Stargames engineering resources; and any Vegas Star or Rapid
		development or production hardware units needed for testing delivered to
		Sona’s Boulder, Colorado office. All Requests by Sona to Shuffle Master
		for the foregoing will be promptly met. Subject to Shuffle Master’s timely
		providing the foregoing materials and assistance, Sona will endeavor to
		accomplish the following: 
	 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverables 2 & 5 ready for
				  testing by Shuffle Master by [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverables 1, 4 & 7 ready for
				  testing by Shuffle Master by [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverable 3 ready for testing by
				  Shuffle Master by [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverables 6 & 9 ready for
				  testing by Shuffle Master [***].
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverables 8 & 10 have no due
				  date but will be evaluated based on business needs, mutually agreed upon by
				  both parties.
				

			 

 

	 
			
				
				   
				

			 	
				
				  •
				

			 	
				
				  Deliverable 11 ready for testing by
				  Shuffle Master within [***] calendar days of [***].
				

			 

 

	 
		Section 7: Ownership of IP rights (if different than as provided
		for in the Agreement):
	 

	 
		As set forth above in Section 2, Sona owns
		Deliverables 6, 7, 8 and 11.
	 

	 
		Section 8: Project Managers
	 

	 
		Andrew Brandt & Peter Shoebridge
	 

	 
		Section 9: Additional Games
	 

	 
		In the event Sona desires to include any
		additional Shuffle Content or any additional third party or public domain
		content on the Wireless Gaming System, such additional content shall be
		integrated and mobilized by Sona for the Wireless Gaming System at the sole
		cost and expense of Sona. In the event Shuffle Master requests that Sona
		include any additional Shuffle Content or any additional third party or public
		domain content (the
	 

	 
		 
	 



	 
	 

	 

	 
		“Shuffle Requested Game”), Sona
		shall have the right to approve or disapprove, in its discretion, the request.
		In the event Sona approves the Shuffle Request, such additional content shall
		be integrated and mobilized by Sona for the Wireless Gaming System at the sole
		cost and expense of Sona. In the event Sona disapproves a Shuffle Requested
		Game, such additional content shall be integrated and mobilized by Sona for the
		Wireless Gaming System at the sole cost and expense of Shuffle Master, as
		negotiated by the parties; provided however, that Shuffle Master shall receive
		all consideration solely and directly generated by the disapproved Shuffle
		Requested Game whether received by Sona or Shuffle Master or Sona may elect not
		to integrate or mobilize the Shuffle Requested Game. For clarity, the
		disapproved Shuffle Requested Game shall be priced separately from the
		Wireless Gaming System, and the allocation of consideration deriving from
		the disapproved Shuffle Requested Game will be calculated separately from
		the allocation of consideration in the Licensing and Services Agreement.

	 

	 
		NOTE: This Statement
		of Work is governed by the terms of that certain Master Services Agreement in
		effect between Sona and Shuffle Master. In the event of any inconsistency
		between the provisions of this Statement of Work and the Master Services
		Agreement, the provisions of the Amended and Restated Master Services Agreement
		shall govern unless this Statement
		of Work expressly and unambiguously states that the parties have agreed
		otherwise. 
	 

	 
		IN WITNESS WHEREOF, the parties have
		executed this Statement of Work as of the date last written below.
	 

	 
		 
	 

	 
			
				
				  SONA MOBILE HOLDINGS
				  CORP.
				

			 	
				
				   
				

			 	
				
				  SHUFFLE MASTER, INC.
				

			 
	
				
				  
 By: 
				

			 	
				
				  /s/ Shawn Kreloff 
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  /s/ Paul Meyer 
				

			 
	
				
				  Name: 
				

			 	
				
				  Shawn Kreloff 
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Paul Meyer
				

			 
	
				
				  Title: 
				

			 	
				
				  CEO
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President & COO
				

			 
	
				
				  Date: 
				

			 	
				
				  2/28/07 
				

			 	
				
				   
				

			 	
				
				  Date: 
				

			 	
				
				  3/1/2007
				

			 

 

	 
		 
	 



	 
	 

	 

	 
		Attachment C
	 

	 
		SONA SOFTWARE LIBRARIES
	 

	 
		The Sona Software Libraries are comprised of
		the following source code libraries, run-time binaries, processes and other
		intellectual property:
	 

	 
		 [***]