EXHIBIT4.4

December  29,  2005

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

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

Dear Paul:

Thisletter will confirm the agreement (the‘‘Agreement’’) reached between Sona and ShuffleMaster, Inc., a Minnesota corporation(‘‘SMI’’), wherein Sona hereby grants to SMI anoption (the ‘‘Option’’) to subscribe for andpurchase from Sona, at the price of $1.30 per share, up to 2,307,693shares but no less than 1,846,154 shares (subject to adjustmentpursuant to the terms of this Agreement) of duly authorized, validlyissued, fully paid and non-assessable shares of common stock, par value$.01 per share, of Sona (hereinafter called ‘‘OptionShares’’), at any time during the period (the‘‘Option Period’’) beginning on the date onwhich SMI and Sona shall execute and deliver an agreement with respectto a wireless gaming venture as currently contemplated by Sona and SMI(the ‘‘Strategic Alliance Agreement’’) andending at 5:00 p.m. Pacific time on the date which is thirty days afterthe date hereof (the ‘‘Effective Date’’),subject to the provisions and upon the terms and conditions hereinafterset forth. For purposes of this Agreement, the term"Option Shares" shall include any securitiesinto which the Option Shares shall have been changed or any securitiesresulting from the recapitalization of the Option Shares. The partiesagree as follows:

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

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

2.    Sona’s Covenants.

(a)    Sona covenants and agrees that allshares of Option Shares which may be issued upon the exercise of theOption will, upon issuance, be duly authorized, validly issued, fullypaid and non-assessable, and free from all taxes, liens, securityinterests, preemptive rights, and charges with respect to the issuethereof.

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

(c)    Sona has the power andauthority to enter into this Agreement and to perform all of itsobligations set forth herein. The execution of this Agreement, thegranting of the Option and the sale of the Option Shares to SMI willnot be in conflict with, violate or constitute any default

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

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

(e)    Sonashall not, by amendment of its articles of incorporation or through anyconsolidation, merger, reorganization, transfer of assets, dissolution,issue or sale of securities or any other voluntary action, avoid orseek to avoid the observance or performance of any of the terms of thisAgreement.

3.    Adjustment to Shares.    In theevent of any change in the outstanding common stock by reason of astock dividend or distribution, stock split, recapitalization, or otheradjustment in the stated capital of Sona, or as a result of a merger,consolidation, split-up, combination, exchange of shares or otherreorganization, Sona shall appropriately adjust the number and/or classof shares which may be issued hereunder and shall provide forcorresponding equitable adjustments in the Option Shares.

4.    Board of Directors.    Upon the exercise of theOption and the issuance of the Option Shares to SMI, Sona shall, within20 days, use its best efforts to have a board member resign and causeSMI’s designee to be appointed as a member of the Board ofDirectors of Sona (the ‘‘Board’’). SMI shalldesignate, in its sole discretion, a representative to hold such seat.In the event Sona is unable to obtain such a resignation, Sona willcause SMI’s designee to be included on the slate of newdirectors recommended by Sona at its next annual meeting in November,2006. Sona shall include SMI’s designee on the annual slate ofdirectors for as long as SMI owns an ownership interest in Sona. Inaddition, Sona shall obtain, at its cost, and maintain Directors andOfficers Liability Insurance (‘‘D&OInsurance’’), with such coverages approved by SMI, whichcoverages shall be customary and reasonable. The D&O Insuranceshall cover SMI’s representative on the Board.

5.    Demand Registration.    Concurrently with theexecution of a definitive agreement by Sona and SMI for the StrategicAlliance, Sona and SMI will enter into a Registration Rights Agreementpursuant to which Sona shall cause the registration under applicablesecurities laws of the Option Shares. The Registration Rights Agreementshall be in a form approved by SMI, in its sole discretion.

6.    Gaming Restrictions.    Due to the highlyregulated nature of SMI's business, both prior to and afterexecution of this Agreement, SMI shall have the right to perform suchdue diligence on Sona as may be required by any gaming regulators inthose jurisdictions where SMI possesses any licenses or such duediligence as SMI believes it is required to conduct. Both prior to andon an ongoing basis, Sona shall fully and reasonably cooperate with SMIrelated to such due diligence. Notwithstanding any of the provisionscontained in this Agreement to the contrary, SMI shall have the rightto immediately terminate this Agreement or its relationship with Sonaif Sona takes any action or fails to take any action that jeopardizesany of SMI's gaming licenses, approvals or permits, or in theevent that SMI's relationship with Sona in any way jeopardizes orputs at risk any of SMI's gaming licenses, approvals or permits.In the event of such a termination, Sona shall have the right, within20 days, to purchase all of the Option Shares owned by SMI at a priceper share mutually agreed upon by SMI and Sona. If SMI and Sona areunable to mutually agree upon a price per share, then Sona shall causethe immediate registration of the Option Shares under the RegistrationRights Agreement to enable SMI to sell the Option Shares.

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

8.    FurtherAssurances.    Sona hereby agrees to do such acts and/orexecute any documents, agreements or certificates reasonably related toimplement the intent of this Agreement, whether during the OptionPeriod or after any exercise of the Option by SMI.

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9.    BindingAgreement.    This Agreement shall be binding on each ofSona's and SMI's heirs, successors and assigns.

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

11.    EntireAgreement.    This Agreement contains the complete and entireexpression of the agreement between the parties and supersedes allprior and contemporaneous discussions. Each of SMI and Sona herebyagree and acknowledge there are no agreements or understandings of anynature, oral or written, regarding the Option Shares apart from thosecontained in writing in this Agreement, and Sona agrees andacknowledges that no promises or agreements not contained in writing inthis Agreement have been made or offered by SMI. No implied covenantsor obligations on either party shall be inferred by any provisionhereof.

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

13.    GoverningLaw.    This Agreement shall be construed in accordance withthe laws of the State of Nevada.

14.    NoAssignments.    SMI may not assign this Agreement to any otherperson; provided however, that SMI may assign its rights hereunder toan entity that it controls and in which it has an ownership interest inexcess of 50%.

15.    SecuritiesProvisions.    Except as otherwise provided in the RegistrationRights Agreement, SMI acknowledges the following:

(a)    The Option and Option Shares(collectively, the ‘‘Securities’’) are beingsold by Sona without registration under the Securities Act of 1933, asamended (the ‘‘1933 Act’’), and statesecurities laws in reliance on the exemptions from registration setforth in sections 3(b) and 4(2) of the securities law exemptions.

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

(c)    SMI is an ‘‘accreditedinvestor’’ as such term is defined in Rule 501 ofRegulation D promulgated under the 1933 Act; SMI is able to bear theeconomic risk of an investment in the Securities; and SMI understandsthat because the Securities will be sold without registration under the1933 Act, SMI must hold the Securities indefinitely and cannot sell,exchange, assign, transfer, gift, pledge, encumber, hypothecate orotherwise dispose of the Securities except pursuant to an exemptionfrom the registration provisions of the federal and state securitieslaws, the availability of which must be satisfied to Sona in itsdiscretion.

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

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

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information reasonably available to Sona andany persons acting on Sona’s behalf, necessary to verify theaccuracy of any information provided to SMI, and SMI has received allof the information SMI has requested to the extent that suchinformation is reasonably available to Sona. SMI requires no additionalinformation to evaluate fully the merits and risks of a prospectiveinvestment in Sona.

(f)    SMI hasread carefully the reports filed by Sona with the United StatesSecurities and Exchange Commission prior to the date hereof. SMIfurther understands that any investment in the Securities may involvematerial risks in addition to those disclosed in the ‘‘RiskFactors,’’ which does not purport to be an exhaustive listof all material risks involved with an investment in theSecurities.

(g)    SMI understandsthat Sona is relying on the accuracy of statements contained in thisAgreement in connection with the sale of the Securities, and neitherthe Securities would be sold to SMI if any part of such statements wereuntrue.

(h)    SMI shallimmediately notify Sona if, for any reason, any of the statementscontained herein become inaccurate at any time from the date and SMIunderstands that the continued accuracy of the statements containedherein is of the essence to the sale of the Securities.

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

(j)    SMIhas relied on its own legal counsel to the extent SMI has deemednecessary as to all legal matters and questions presented withreference to the offering and sale of the Securities.

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

(l)    SMI hasrelied on its own analysis and evaluation (or the analysis andevaluation of its professional advisors) of Sona, its products andservices, the technology issues involved and the market in which Sonaoperates.

(m)    SMI fully understands theterms, conditions and consequences relating to the offering of theSecurities and understands that it may have to hold such securitiesindefinitely.

16.    Transfer; Legends.    

(a)    Transfers.     The OptionShares may only be disposed of in compliance with state and federalsecurities laws. In connection with any transfer of Option Shares otherthan pursuant to an effective registration statement or a registrationunder the Registration Rights Agreement, Sona may require thetransferor thereof to provide to Sona an opinion of counsel selected bythe transferor, the form and substance of which opinion shall bereasonably satisfactory to Sona, to the effect that such transfer doesnot require registration of such transferred Option Shares under the1933 Act. As a condition of transfer, any such transferee shall agreein writing to be bound by the terms of this Agreement and shall havethe rights of SMI under this Agreement.

(b)    Shares Legend.     SMIagrees to the imprinting of a legend on the Option Shares insubstantially the following form:

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

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

|        |  |                            |  |                                          |  |        |  |  |  |  |  |  |  |  |
|--------|--|----------------------------|--|------------------------------------------|--|--------|--|--|--|--|--|--|--|--|
|   |  | Sona Mobile Holdings Corp. |  |                                     |
|   |  | By:                        |  | /s/    Shawn Kreloff |  |   |
|   |  | Name:                      |  | Shawn Kreloff                            |  |   |
|   |  | Title:                     |  | Chairman & ManagingDirector          |  |   |
|        |

ACCEPTED AND AGREED TO:ShuffleMaster, Inc.

|             |  |                        |  |  |  |  |
|-------------|--|------------------------|--|--|--|--|
| By:         |  | /s/Paul Meyer          |
|        |  | an authorizedsignatory |
| Print Name: |  | Paul Meyer             |
| Title:      |  | President andCOO       |
| Date:       |  | 1/02/06                |
|             |

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