Exhibit 10.1
	 

	 
		AMENDED AND RESTATED
	 

	 
		LICENSING AND DISTRIBUTION
		AGREEMENT
	 

	 
		This Amended and Restated Licensing and
		Distribution Agreement (the “Agreement”)
		is effective as of February 28, 2007 (the “Effective Date”), by and among SHUFFLE MASTER, INC., a Minnesota
		corporation (“Shuffle
		Master”), with an address at 1106
		Palms Airport Drive, Las Vegas, Nevada 89119, on the one hand, and SONA MOBILE
		HOLDINGS CORP., a Delaware corporation (“SNMB”), and
		SONA MOBILE, INC., a Delaware corporation (“Sona”),
		each with an address at 245 Park Avenue, 39th Floor, New York, New
		York 10167, on the other hand. As of the Effective Date, this Agreement
		supersedes and completely amends and restates in its entirety that certain
		Licensing and Distribution Agreement by and between Shuffle Master and SNMB,
		dated January 13, 2006.
	 

	 
		RECITALS:
	 

	 
		A. Sona is the wholly owned subsidiary of
		SNMB. Sona and SNMB own that certain wireless platform software and related,
		associated or derivative intellectual property, such as enhancements,
		improvements or upgrades, which supports the integration and mobilization of
		“casino” gaming applications into “in casino” wireless
		gaming delivery systems (collectively, the “Sona Software”) allowing players to wager remotely from approved
		areas of a Casino (as hereinafter defined) via designated wireless hand-held
		devices (collectively, the “Wireless Gaming System”). 
	 

	 
		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 effective January 13, 2006, Sona has agreed to customize, develop and
		power a “Shuffle Master branded” Wireless Gaming System that will
		incorporate game content currently owned by Shuffle Master as well as game
		content to be developed or, subject to Shuffle Master’s ability to
		license, acquired by Shuffle Master (including any assignee or successor as
		contemplated by paragraph 21(j)) 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”) and public domain games
		for use with the Wireless Gaming System. The Shuffle Content and the Third
		Party Content are hereinafter collectively referred to as the
		“Content.”
	 

	 
		D. Shuffle Master, Sona and SNMB wish to
		enter into this Agreement whereby (i) Shuffle Master, Sona and SNMB 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 System, and (iii) Shuffle and Sona will distribute
		and market the Wireless Gaming System utilizing the Sona Software to Casinos.
		The term “Casinos” means any legal casino gaming venue, other lawful
		gaming establishments (including racinos) and cruise ships, but excludes (i)
		any horse race tracks where the wagering on premises is limited solely to the
		horse races and there is no other wagering or gaming of any kind and (ii)
		off-site horse race or sports wagering if conducted outside of the State of
		Nevada and provided that such off-site wagering is not in any way associated or
		connected with a Casino. Notwithstanding the foregoing, in the event that a
		horse race track becomes a racino but the Wireless Gaming
		System previously only with horse racing content for such racino is not
		adapted to include gaming products other than horse racing or sports betting,
		then such horse racing facility will not be deemed a Casino for purposes of
		this Agreement, but if the Wireless Gaming System previously only with horse
		racing content for such racino is adapted to include gaming products other than
		horse racing or sports betting, then such horse racing facility will become in
		aggregate at that time a Casino for purposes of this Agreement. 
	 

	 
		 
	 

	 
		 
	 

	 
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		AGREEMENT:
	 

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

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Non-Exclusive
				  License. Subject to all of the
				  terms and conditions of this Agreement, and during the Term, Sona and SNMB (as
				  applicable) hereby grant Shuffle Master a non-exclusive, fully-paid up,
				  worldwide, and transferable (only in connection with a permitted assignment of
				  this Agreement in accordance with paragraph 21(j)), license to the Sona
				  Software, in object code form, to market, distribute, deliver, lease,
				  sublicense, import, export and/or use the Sona Software in the Territory (as
				  hereinafter defined), in connection with (i) the marketing, distribution, and
				  sale of the Wireless Gaming System and Wireless Additions (defined below) to
				  Casinos, (ii) the sublicense of the Sona Software to Vendors (as hereinafter
				  defined in paragraph 9 below), and (iii) Shuffle Master shall have the right to
				  grant licenses of a perpetual duration to Casinos in connection with the
				  Casino’s use of the Wireless Gaming System and to Vendors as provided
				  herein.
				

			 

 

	 
		All rights of SNMB and/or Sona which are not
		expressly granted hereunder are reserved by Sona and SNMB. No right or license
		will be implied by estoppel or otherwise, other than the rights and licenses
		expressly granted in this Agreement, and all such rights belonging to Sona
		and/or SNMB not specifically granted to Shuffle Master in this Agreement are
		reserved by Sona and SNMB. Shuffle Master shall not: (i) create derivative
		works from, or otherwise develop any products or technology based on, the Sona
		Software or (ii) disassemble, decompile, reverse engineer, or otherwise attempt
		to obtain the source code of the Sona Software; or aid anyone else to attempt
		to do any of the foregoing.
	 

	 
			
				
				   
				

			 	
				
				  2.
				

			 	
				
				  Non-exclusive
				  License. Subject to all of the
				  terms and conditions of this Agreement, and during the Term, Shuffle Master
				  hereby grants to Sona and SNMB a non-exclusive, fully-paid up, worldwide,
				  non-transferable, non-assignable license, to the Shuffle Content, including the
				  right to use the patents, copyrights, trademarks, games, inventions, game play
				  methods, trade dress, and trade names, in connection with the integration into
				  and the marketing, promotion, development, manufacture, distribution,
				  importing, exporting, offering for sale, and sale of the Wireless Gaming System
				  for use by Casinos only. Sona and SNMB shall have the right to grant licenses
				  of a perpetual duration to Casinos in connection with the Casino’s use of
				  the Wireless Gaming System. For clarity, neither Sona nor SNMB shall have any
				  right to license, sell, assign or otherwise transfer the Wireless
				  Additions.
				

			 

 

	 
		All rights of Shuffle Master which are not
		expressly granted hereunder are reserved by Shuffle Master. No right or license
		will be implied by estoppel or otherwise, other than the rights and licenses
		expressly granted in this Agreement, and all such rights belonging to Shuffle
		Master and not specifically granted to Sona or SNMB in this Agreement are
		reserved by Shuffle Master. 
	 

	 
			
				
				   
				

			 	
				
				  3.
				

			 	
				
				  Distribution. From the date hereof through August 24, 2007 (the
				  “Exclusivity Period”), Shuffle Master shall not promote, market,
				  distribute, or sell any other wireless gaming system of any other wireless
				  gaming provider and shall only promote, market, distribute, or sell the
				  Wireless Gaming System and Sona-developed Wireless Additions. Upon the
				  expiration of the Exclusivity Period, Shuffle Master shall have the right to
				  promote, market, distribute, or sell any wireless gaming system and related
				  products, including, without limitation, the Wireless Gaming System, but will
				  continue to exclusively promote, market, distribute, and sell Sona-developed
				  Wireless Additions. Notwithstanding the foregoing, the Exclusivity Period shall
				  terminate if (i) Shuffle Master either sublicenses or Shuffle Master arranges
				  for Sona and/or SNMB to license or sell the Sona Software to a Vendor in
				  accordance with paragraph 9(c) and paragraph 10 below or (ii) Shuffle Master
				  assigns this Agreement in accordance with paragraph 21(j) below.
				  “Wireless
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		Additions” shall mean any wireless extensions developed by
		Sona and/or SNMB for any electronic multi-terminal Casino platforms.
		Notwithstanding the foregoing, nothing contained herein prohibits Shuffle
		Master from licensing Shuffle Content to any other wireless gaming
		provider.
	 

	 
		During the Term, Shuffle Master will use its
		commercially reasonable efforts to market the Wireless Gaming System, Wireless
		Additions, and Sona-provided software maintenance packages. Sona agrees that
		during the Term it will provide commercially reasonable support for parts and
		service for the Wireless Gaming System and, after termination of this
		Agreement, it will continue to provide such commercially reasonable support for
		so long as any unit of the Wireless Gaming System is placed with a Casino and
		Sona and/or SNMB is receiving the consideration therefrom as contemplated by
		this Agreement.
	 

	 
			
				
				   
				

			 	
				
				  4.
				

			 	
				
				  Territory. Territory shall mean the world, except for any
				  Wireless Gaming System that contains a Three Card Poker (“TCP”) game,
				  the Territory will not include Ireland, Wales, Scotland, England, the Channel
				  Islands and the Isle of Man (collectively, the “British Isles”).
				

			 

 

	 
			
				
				   
				

			 	
				
				  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 five (5) 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 five years (each, a
				  “Renewal Term”), unless either party notifies the other party in
				  writing, thirty (30) days prior to the expiration of the applicable Term, of
				  their desire to not renew. 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 System already installed or
				  otherwise in use and which is generating revenue shall remain installed or
				  otherwise continue in use, and the compensation obligations set forth in
				  paragraph 9 and Sona’s obligations set forth in paragraph 7 shall continue
				  for as long as the Wireless Gaming System is installed or otherwise in use.
				  
				

			 

 

	 
			
				
				   
				

			 	
				
				  6.
				

			 	
				
				  Intentionally
				  Omitted. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  7.
				

			 	
				
				  Installation/Support
				  Services. Sona shall be responsible
				  for the installation, integration, mobilization and related service of the
				  Wireless Gaming System, and the installation of the technical components
				  (including without limitation, servers, access points, switches and devices) of
				  the Wireless Gaming System to enable the Casinos to utilize the Wireless Gaming
				  System (which, for avoidance of doubt, whenever this term may be elsewhere be
				  used in this Agreement, would not include building code compliance, correcting
				  building deficiencies at a Casino, and similar physical infrastructure issues
				  of a Casino) (collectively, the “Installation Services”). All hardware and such technical components
				  required to install, integrate, mobilize and service the Wireless Gaming System
				  for the Casinos shall be provided and performed by Sona, at Sona’s cost
				  and expense unless Sona arranges for the Casinos to pay for such cost and
				  expense. Shuffle Master shall not be financially responsible for the Wireless
				  Gaming System, including, without limitation, the hardware or installation of
				  the technical components of the Wireless Gaming System to enable the Casinos to
				  utilize the Wireless Gaming System. Additionally, Sona shall provide Support
				  Services to customers in the Territory to whom the Wireless Gaming System 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 or third parties
				  trained in the proper operation and use of the Wireless Gaming System will
				  provide training to Shuffle Master’s customers in the proper operation and
				  use of the Wireless Gaming System. For purposes of this Agreement,
				  “Support Services” shall mean reasonable and 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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		customary warranty, maintenance and repair
		of the Wireless Gaming System in the Territory regardless of when placed as
		well as continuing customer training and liaison services with respect to the
		Wireless Gaming System. Notwithstanding anything to the foregoing contained
		herein, Sona shall have the right to subcontract its obligations under this
		paragraph 7. Sona’s failure to perform its obligations under this
		paragraph 7 following a breach by a Casino of its obligation to pay Sona
		pursuant to this Agreement will not be deemed a breach by Sona of its
		obligations under this Agreement.
	 

	 
			
				
				   
				

			 	
				
				  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, (A)
				  commence a voluntary case or proceeding, (B) have an involuntary case or
				  proceeding brought against it, (C) consent to the appointment of a Custodian
				  for all or substantially all of its property, (D) make a general assignment for
				  the benefit of its creditors or (ii) a court of competent jurisdiction enters
				  an 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.
				

			 

 

	 
			
				
				   
				

			 	
				
				  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.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  f.
				

			 	
				
				  Upon any termination or
				  expiration of this Agreement, Shuffle Master shall, and hereby
				  does, grant to each of Sona and SNMB a perpetual, irrevocable,
				  worldwide, non-exclusive, royalty-free, non-transferable (only in connection
				  with a permitted assignment of this Agreement in accordance with paragraph
				  21(j)), and sublicensable (only to end users, and resellers and distributors),
				  right and license (but not the obligation) to use, copy, distribute, create
				  derivative works from, modify, display, perform, transmit, make, sell, offer to
				  sell, import, export, maintain, improve, and otherwise exploit the
				  Wireless Security Device in any manner alone or in combination with other
				  technologies, for any purpose, and in all media and platforms whatsoever,
				  whether existing now or developed in the future. “Wireless Security
				  Device” means what is covered by the claims of (i) a United States
				  Patent Application entitled “Security Devices For Implementing Hand-Held
				  Wagering,” which was filed on October 23, 2006 and accorded Serial No.
				  11/585,025, and any continuation, continuation-in-part, divisional,
				  revision, modification, or extension thereof, (ii) any foreign application
				  corresponding to any of the foregoing, (iii) any patent issuing on any of the
				  foregoing, and (iv) any extension, revision, modification, reissue, or
				  reexamination of any of the foregoing.
				

			 

 

	 
			
				
				   
				

			 	
				
				  9.
				

			 	
				
				  Compensation. Subject to the
				  terms and conditions hereof:
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Subject to paragraph 9(c), Shuffle
				  Master shall receive seventy percent (70%) and Sona shall receive thirty
				  percent (30%) of the Net Revenues received by Shuffle Master (or, following any
				  assignment in accordance with paragraph 21(j), its successor party) (other than
				  from Sona or SNMB) from the distribution, license, lease, sale, sublicense,
				  installation, maintenance, support and/or use of the Sona Software, Wireless
				  Gaming System, Wireless Additions, or any system containing any of the
				  foregoing in the Territory, in each case to a Casino. “Net Revenues” shall be defined as the gross consideration
				  actually received by a party (which term means any of SNMB, Sona, Shuffle
				  Master and their respective permitted assigns and successors under paragraph
				  21(j)) from the distribution, license, lease, sale, sublicense, installation,
				  maintenance, support and/or use of the Sona Software, Wireless Additions,
				  Wireless Gaming System, or any system containing any of the foregoing in the
				  Territory, less equipment financing (principal and interest), expenses incurred
				  for Support Services and Installation Services, account executive commissions
				  (capped at 3%), reasonable travel expenses for one sales representative,
				  expenses for product gaming licenses and approvals,, and marketing expenses
				  related to conventions and trade shows actually incurred. For the purpose of
				  calculating Net Revenues, all equipment financing expenses (principal and
				  interest) will be amortized over the life of such financing and all other
				  expenses listed above will be amortized over a twelve-month period.
				  Notwithstanding anything contained herein to the contrary, Net Revenues shall
				  not include any purchase price or merger consideration received by Shuffle
				  Master from a business combination permitted in paragraph 21(j) or any
				  permitted assignment of this Agreement thereunder, provided that any such
				  amounts which constitute payment in advance on account of any revenue stream
				  otherwise contemplated under this paragraph will be considered Net Revenues.
				  
				

			 

 

	 
			
				
				   
				

			 	
				
				  b.
				

			 	
				
				  Subject to paragraph 9(c), Shuffle
				  Master shall receive thirty percent (30%) and Sona shall receive seventy
				  percent (70%) of the Net Revenues received by Sona and/or SNMB (other than from
				  Shuffle Master) from the distribution, license, lease, sale, sublicense,
				  installation, maintenance, support and/or use of the Sona Software, Wireless
				  Gaming System, Wireless Additions, or any system containing any of the
				  foregoing in the Territory, in each case to Casinos.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  c.
				

			 	
				
				  If Shuffle Master: (i) sublicenses
				  or otherwise assigns or transfers its rights under paragraph 1 to a third party
				  and not in connection with a permitted assignment of this Agreement or (ii)
				  arranges for Sona and/or SNMB (as appropriate) to: (a) grant an license (in
				  source or object code form) in connection with the Wireless Gaming System or
				  (b) sell the Sona Software (in source or object code form) to a third party (a
				  third party described in (i) or (ii), a “Vendor”),
				  Shuffle Master shall receive sixty percent (60%) of the gross consideration and
				  Sona shall receive forty percent (40%) of the gross consideration received by
				  Shuffle Master from any initial, upfront payment made by the Vendor. Sona shall
				  receive sixty percent (60%) of the gross consideration and Shuffle Master shall
				  receive forty percent (40%) of any other gross consideration received from such
				  a Vendor. If Sona (i) sublicenses the Sona Software for use in Wireless Gaming
				  System (subject to Shuffle Master’s license) to a Vendor or (ii) sell the
				  Sona Software to a Vendor, Sona shall receive sixty percent (60%) of the gross
				  consideration and Shuffle Master shall receive forty percent (40%) of any gross
				  consideration received from an initial, upfront payment made by such a Vendor.
				  Shuffle Master shall receive sixty percent (60%) of the gross consideration and
				  Sona shall receive forty percent (40%) of any other gross consideration
				  received from such a Vendor.
				

			 

 

	 
			
				
				   
				

			 	
				
				  d.
				

			 	
				
				  Shuffle Master shall keep
				  appropriate books and records of any consideration received from and with
				  respect to the Wireless Gaming System, 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 consideration
				  generated from and with respect to the Wireless Gaming System by category in
				  accordance with subparagraphs a, b and c 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 System (or have an independent certified public accountant (the
				  “CPA”) exam the books and records related to the
				  Wireless Gaming System) of Shuffle Master for purposes of determining the
				  revenues of the Wireless Gaming System 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. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  e.
				

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

			 

 

	 
		 
	 

	 
		 
	 

	 
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		such period over the actual revenues earned
		for such period, Sona agrees to pay the reasonable costs of the audit. 
	 

	 
			
				
				   
				

			 	
				
				  10.
				

			 	
				
				  Notice and
				  Approvals. Sona shall have the
				  right to grant or withhold approval, which approval shall not be unreasonably
				  withheld, of: (A) any Casino transaction involving the Sona Software, but only
				  in the event, (x) Sona is securing financing for the installation of the
				  Wireless Gaming System hardware and technical components of the Wireless Gaming
				  System or (y) the Installation Services are expected to exceed $50,000, or (B)
				  any Vendor transaction; provided, that
				  Sona and SNMB will not have the right to withhold approval for such transaction
				  if all of the following conditions are satisfied: (i) such transaction does not
				  involve the sale of Sona or SNMB source code, and (ii) the aggregate pricing
				  for such proposed transaction is subject to greater than a 20% net markup (net
				  markup for all purposes of this paragraph 10 mean Net Revenues divided by gross
				  consideration) and, with respect to a Casino transaction where the Casino is
				  not acting as a Vendor, Sona confirms that it will be able to obtain
				  appropriate and customary financing and approvals on market terms in connection
				  with such transaction. Shuffle Master shall have no right to approve or
				  disapprove of any transaction involving Sona Software to a Vendor as
				  contemplated in paragraph 9(c), but has the right to grant or withhold approval
				  of any transaction involving (i) the Shuffle Content or the Sona Software that
				  would be subject to paragraph 9(b) in which: (A) the aggregate pricing for such
				  transaction is subject to less than a 5% net markup or (B) the Sona Software is
				  bundled with one or more non-gaming Sona products.
				

			 

 

	 
		Each party will provide notice of approval
		or disapproval within four (4) business days of receipt of written notice of
		the final principal terms of a proposed transaction. No response within such
		time will be deemed disapproval; provided, however, that if no notice of
		approval or disapproval is received, the party seeking approval shall have the
		right to give an additional notice setting forth the principal terms of the
		proposed transaction, subject to the same approval process. Email will suffice
		for notice for purposes of this paragraph if delivered to the following: (A) in
		the case of SNMB and Sona, to both Shawn Kreloff (shawn@sonamobile.com)
		and Andrew Brandt (brandt@sonamobile.com) and in the case of Shuffle Master,
		Tasi Autele – (tautele@shufflemaster.com).
	 

	 
			
				
				   
				

			 	
				
				  11.
				

			 	
				
				  Casino on
				  Demand. Shuffle Master shall have
				  all right, title and interest, and Sona and SNMB disclaim any right, title or
				  interest, in and to the name “Casino on Demand” and any trademarks,
				  copyrights or other rights solely and directly derived from the name
				  “Casino on Demand.”
				

			 

 

	 
			
				
				   
				

			 	
				
				  12.
				

			 	
				
				  Gaming Regulatory
				  Compliance. During the Term, Sona,
				  SNMB 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 System. In
				  the event Sona or SNMB is required to obtain any gaming regulatory licensing or
				  approvals, Sona and SNMB 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 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		7
	 

	 
		 
	 



	 
	 

	 

	 
		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 SNMB and Sona. SNMB and Sona
				  hereby, jointly and severally, represent and warrant to Shuffle Master each of
				  the following:
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

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

			 

 

	 
			
				
				   
				

			 	
				
				  b.
				

			 	
				
				  Together, Sona and SNMB own, control
				  or otherwise possess 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 and SNMB have 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.
				

			 	
				
				  The Sona Software does not infringe
				  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 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 each of Sona and SNMB each of the
				  following:
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

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

			 

 

	 
		 
	 

	 
		 
	 

	 
		8
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  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 and SNMB
				  Indemnity: Sona and SNMB hereby,
				  jointly and severally, indemnify, hold harmless and defend at each’s 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 or SNMB set
				  forth in this Agreement; or (ii) a claim that the Sona Software infringes any
				  copyright or patent, misappropriates any trade secrets, or violates or
				  infringes any other rights of any kind of a third party. Sona and SNMB, jointly
				  and severally, agree 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, hold harmless, and defend at its own expense any Action against any
				  of SNMB or Sona, as well as any of their respective directors, officers,
				  employees, contractors, agents, and licensors to the extent that each such
				  person actually suffers a financial loss and the Action arises from or is
				  related to (i) any use by Shuffle Master of the Wireless Gaming System 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 (including without
				  limitation, SNMB’s and Sona’s respective attorneys’ fees)
				  actually incurred by Sona or SNMB 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 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 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		9
	 

	 
		 
	 



	 
	 

	 

	 
		indemnified party; or (d) if any settlement
		causes any risk or jeopardy to any of Shuffle Master’s, SNMB’s or
		Sona’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 and SNMB 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 System 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 and SNMB shall forthwith affect a discharge of any Encumbrance
				  filed by either of them or any of their contractors, subcontractors, workmen,
				  suppliers or employees against any of the Sona Software, Wireless Gaming System
				  or any of the interests of Shuffle Master herein. Notwithstanding anything
				  contained herein to the contrary, Sona and SNMB may impose or allow to be
				  imposed encumbrances, charges and liens of any kind on any of the Sona Software
				  and Wireless Gaming System 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 and SNMB will provide
				  written notice to Shuffle Master of any secured financing transaction that Sona
				  or SNMB may enter into during the Term. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  20.
				

			 	
				
				  Intentionally
				  Omitted
				

			 

 

	 
			
				
				   
				

			 	
				
				  21.
				

			 	
				
				  Miscellaneous.
				

			 

 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Nature of
				  Relationship. Except for the
				  parent-subsidary relationship between SNMB and Sona, in no event shall any
				  party be deemed to be the partner, joint venturer, fiduciary, or agent of any
				  other party, and no party shall have the right to bind any other party, nor
				  shall a party represent to any third party anything to the contrary, unless
				  mutually agreed to in writing by all parties hereto. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  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 
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		10
	 

	 
		 
	 



	 
	 

	 

	 
		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 and SNMB, 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 System, 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 System. All marketing, sales, and pricing
				  decisions relating to the Wireless Gaming System shall be made in the sole
				  discretion of Shuffle Master. Sona and SNMB further acknowledges that the
				  ultimate success of the Wireless Gaming System 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 System or this
				  Agreement will generate any specific amount of Net Revenues, or any amount, at
				  all, of Net Revenues.
				

			 

 

	 
			
				
				   
				

			 	
				
				  d.
				

			 	
				
				  Due Diligence on Sona and
				  SNMB. 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 and SNMB 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 and SNMB shall fully and reasonably cooperate with
				  Shuffle Master related to such due 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 or SNMB take any
				  action or fail 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 or SNMB 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 each of Shuffle Master, Sona and SNMB.
				

			 

 

	 
			
				
				   
				

			 	
				
				  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
				  
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		11
	 

	 
		 
	 



	 
	 

	 

	 
		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, Sona or SNMB 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, Sona or SNMB. 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 and shall be
				  deemed given or made on the date delivered if delivered in person, on the date
				  initially received if delivered by facsimile or e-mail 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 provided by a party to all other
				  parties in accordance with this paragraph). Unless otherwise provided, notices
				  to SNMB and Sona shall be directed to each of their respective Chief Executive
				  Officers and Chief Financial Officers.
				

			 

 

	 
			
				
				   
				

			 	
				
				  j.
				

			 	
				
				  Assignment. Except as otherwise provided in this Agreement,
				  neither party may 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 a permitted 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. Notwithstanding
				  the preceding, Shuffle Master may assign all (but not less than all) of its
				  rights and obligations under this Agreement in the following situations: (A) if
				  Shuffle Master sells all or substantially all of its assets to a third party or
				  if all or substantially all of its stock is sold to a third party, or (B) if
				  Shuffle Master shall engage in a business combination in which it is not the
				  surviving entity, or (C) if Shuffle Master shall establish a joint venture,
				  partnership or other similar business arrangement with a third party; in which
				  case of each of the foregoing Shuffle Master may assign all (but not less than
				  all) its rights and obligations to the surviving company which is the
				  counterparty to such sale, or business combination or to the joint venture,
				  partnership or similar entity under (C), but only if in each case the
				  successor, survivor or joint venture or partnership (as the case may be) meets
				  the qualifications regarding licensing and other regulatory matters necessary
				  to perform its obligations hereunder and provided further that such
				  assignee/successor agrees in writing in advance of closing thereof to assume
				  all of the obligations of Shuffle Master 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.
				  Notwithstanding anything to the contrary contained in this Agreement, no
				  assignment hereunder shall relieve the assigning
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		12
	 

	 
		 
	 



	 
	 

	 

	 
		party of its obligations (financial or
		otherwise) under this Agreement; provided that such assigning party is the
		surviving entity, and, if such assigning party is the surviving entity or it is
		an assignment under (C), provided that the assigning party shall be secondarily
		liable for such obligations.
	 

	 
			
				
				   
				

			 	
				
				  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 Master, Sona and SNMB relating generally to
				  the same subject matter. Except for the Master Services Agreement, each of
				  Shuffle Master, Sona and SNMB hereby acknowledge that there are no agreements
				  or understandings of any nature, oral or written, regarding the Sona Software,
				  or the Wireless Gaming System, apart from those contained in this Agreement,
				  and each such party acknowledges that no other party has made no promises or
				  agreements concerning the subject matter of this Agreement which are not
				  contained in this Agreement.
				

			 

 

	 
			
				
				   
				

			 	
				
				  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 are confidential. No part of this Agreement may be reproduced or
				  communicated orally to any other party or parties (excluding outside counsel
				  and other advisors) without the express written consent of Sona, SNMB and
				  Shuffle Master. Notwithstanding anything to the contrary, a party may disclose
				  the terms and conditions of this Agreement or any portion thereof if required
				  by law, rule, regulation, legal process, or by an order, rule or regulation of
				  an administrative or regulatory agency. 
				

			 

 

	 
			
				
				   
				

			 	
				
				  n.
				

			 	
				
				  Press Releases. Any news release, public announcement (which does not
				  include filings required under federal securities laws), advertisement or
				  publicity released by either party concerning this Agreement, or any resulting
				  Wireless Gaming System order, will be subject to prior approval of the other
				  party, not be unreasonably withheld or delayed. Any such publicity shall give
				  due credit to the contribution of each party.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		13
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties have
		executed this Agreement on the date indicated below.
	 

	 
		 
	 

	 
			
				
				  SHUFFLE MASTER, INC.

				  (“Shuffle Master”)
				

			 	
				
				   
				

			 	
				
				  SONA MOBILE HOLDINGS
				  CORP.
 (“SNMB”)
				

			 
	 	 	 	 	 
	 	 	 	 	 
	
				
				  By: 
				

			 	
				
				  /s/ Paul Meyer 
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				   /s/ Shawn Kreloff
				

			 
	
				
				   
				

			 	
				
				  an authorized signatory
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  an authorized signatory
				

			 

 

	 
		 
	 

	 
			
				
				  Print Name: 
				

			 	
				
				  Paul Meyer 
				

			 	
				
				   
				

			 	
				
				  Print Name:
				

			 	
				
				   Shawn Kreloff
				

			 
	
				
				  Title: 
				

			 	
				
				  President 
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   CEO
				

			 
	
				
				  Date:
				

			 	
				
				  3/1/07 
				

			 	
				
				   
				

			 	
				
				  Date:
				

			 	
				
				   2/28/07
				

			 

 

	 
		 
	 

	 
			
				
				  SONA MOBILE, INC.

				  (“Sona”)
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 	 
	 	 	 	 	 
	
				
				  By: 
				

			 	
				
				   /s/ Shawn Kreloff
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  an authorized signatory
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Print Name:
				

			 	
				
				   Shawn Kreloff
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Title:
				

			 	
				
				   CEO
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Date:
				

			 	
				
				   2/28/07
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		14
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT “A”
	 

	 
		SHUFFLE CONTENT
	 

	 
		Three Card Poker
	 

	 
		Player Bank Three Card Poker (aka California
		Three Card Poker)
	 

	 
		Four Card Poker
	 

	 
		Crazy 4 Poker
	 

	 
		Let It Ride
	 

	 
		Let It Ride Bonus
	 

	 
		Ultimate Texas Hold’em
	 

	 
		Mississippi Stud
	 

	 
		Casino War
	 

	 
		Royal Match 21
	 

	 
		Bet The Set 21
	 

	 
		Fortune Blackjack
	 

	 
		Dragon Bonus
	 

	 
		Fortune Pai Gow Poker
	 

	 
		Fortune Pai Gow Poker Progressive
	 

	 
		Pai Gow Progressive
	 

	 
		Jackpot Pai Gow
	 

	 
		Dakota Stud
	 

	 
		Three Card Bonus
	 

	 
		Big Raise Hold’em
	 

	 
		Double Up Fortune Pai Gow
	 

	 
		Raise It Up
	 

	 
		Color Up
	 

	 
		House Money
	 

	 
		 
	 

	 
		 
	 

	 
		15