EXHIBIT4.6

NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAYBE ACQUIRED UPON THE EXERCISE HEREOF (‘‘WARRANTSHARES’’), AS OF THE DATE OF ISSUANCE HEREOF, HAS 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.

For the Purchase of 1,200,000 shares of CommonStock

No. W-11

WARRANT FOR THE PURCHASEOFSHARES OF COMMON STOCKOF SONA MOBILE HOLDINGS CORP.(ADelaware corporation)

Sona Mobile Holdings Corp., aDelaware corporation (the ‘‘Company’’), herebycertifies that for value received:

SHUFFLE MASTER,INC.

or registered assigns (‘‘RegisteredHolder’’), is entitled, subject to the terms set forthbelow, to purchase from the Company, at any time or from time to timeduring the period commencing on January  13,  2006, andending at 5:00 p.m. New York City time on July  12,  2007(the ‘‘Expiration Date’’), shares of CommonStock (subject to adjustment as provided herein), $.01 par value, ofthe Company (‘‘Common Stock’’), at a per sharepurchase price of $2.025. The number of shares of Common Stockpurchasable upon exercise of this Warrant, and the purchase price pershare, each as adjusted from time to time pursuant to the provisions ofthis Warrant, are hereinafter referred to as the ‘‘WarrantShares’’ and the ‘‘PurchasePrice’’, respectively.

1.    Exercise andRedemption of Warrants.    Unless the Warrants have beenredeemed in accordance with this Section, the Registered Holder mayexercise the Warrants, in whole or in part at any time or from time totime at or prior to the close of business, on the Expiration Date, atwhich time this Warrant Certificate (or any Warrant Certificate issuedin lieu or replacement of this Warrant Certificate) shall be and becomewholly void and of no value. Warrants may be exercised by their holdersor redeemed by the Company as follows:

(a)    This Warrantmay be exercised by Registered Holder, in whole or in part, by thesurrender of this Warrant Certificate (with the Notice of Exercise Formattached hereto as Exhibit I duly executed by Registered Holder) at theprincipal office of the Company, or at such other office or agency asthe Company may designate, accompanied by payment in full of an amountequal to the then applicable Purchase Price multiplied by the number ofWarrant Shares then being purchased upon such exercise.

(b)    Payment may only be made in lawful money of the UnitedStates, either by certified or bank check made payable directly to theCompany or by wire transfer to an account designated by the Company.Each exercise of this Warrant shall be deemed to have been effectedimmediately prior to the close of business on the day on which thisWarrant shall have been surrendered to the Company as provided insubsection l(a) above. At such time, the person or persons in whosename or names any certificate for Warrant Shares shall be issuable uponsuch exercise as provided in subsection l(c) below shall be deemed tohave become the holder or holders of record of the Warrant Sharesrepresented by such certificates.

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(c)    As soon as practicable after theexercise of the purchase right represented by this Warrant, the Companyat its expense will use its best efforts to cause to be issued in thename of, and delivered to, Registered Holder, or, subject to the termsand conditions hereof, to such other individual or entity as RegisteredHolder (upon payment by Registered Holder of any applicable transfertaxes) may direct:

(i)    a certificate orcertificates for the number of full shares of Warrant Shares to whichRegistered Holder shall be entitled upon such exercise plus, in lieu ofany fractional share to which Registered Holder would otherwise beentitled, cash in an amount determined pursuant to Section  3hereof; and

(ii)    in case such exerciseis in part only, one or more new Warrant Certificates (dated the datehereof) of like tenor shall be issued, stating on the face or facesthereof the number of shares currently stated on the face of thisWarrant Certificate (subject to adjustment as provided herein) minusthe number of such shares purchased by Registered Holder upon suchexercise as provided in subsection l(a) above.

(d)    In case the Registered Holder shallexercise fewer than all of the Warrants evidenced by this WarrantCertificate, the Company shall promptly countersign and deliver to theRegistered Holder a new Warrant Certificate evidencing the number ofWarrants that were not so exercised.

(e)    Each person in whose name anycertificate for securities is issued upon the exercise of Warrantsshall for all purposes be deemed to have become the holder of record ofthe securities represented thereby as of, and such certificate shall bedated, the date upon which this Warrant Certificate was dulysurrendered in proper form and payment of the Purchase Price (and ofany applicable taxes or other governmental charges) was made;provided, however, that if the date of such surrenderand payment is a date on which the stock transfer books of the Companyare closed, such person shall be deemed to have become the recordholder of such shares as of, and the certificate for such shares shallbe dated, the next succeeding business day on which the stock transferbooks of the Company are open (whether before, on or after theExpiration Date) and the Company shall be under no duty to deliver thecertificate for such shares until such date. The Company covenants andagrees that it shall not cause its stock transfer books to be closedfor a period of more than 10 consecutive business days except uponconsolidation, merger, sale of all or substantially all of its assets,dissolution or liquidation or as otherwise provided by law. The Companyshall pay all documentary, stamp or other transactional taxesattributable to the issuance or delivery of shares upon exercise of theWarrants.

2.    Adjustments.

(a)    Split, Subdivision or Combination ofShares.    If the outstanding shares of the Company'sCommon Stock at any time while this Warrant remains outstanding andunexpired shall be subdivided or split into a greater number of shares,the Purchase Price in effect immediately prior to such subdivision orat the record date of such dividend, simultaneously with theeffectiveness of such subdivision or split or immediately after therecord date of such dividend (as the case may be), shall beproportionately decreased. If the outstanding shares of Common Stockshall be combined or reverse-split into a smaller number of shares, thePurchase Price in effect immediately prior to such combination orreverse split, simultaneously with the effectiveness of suchcombination or reverse split, shall be proportionately increased. Whenany adjustment is required to be made in the Purchase Price, the numberof shares of Warrant Shares purchasable upon the exercise of thisWarrant shall be changed to the number determined by dividing (i) anamount equal to the number of shares issuable upon the exercise of thisWarrant immediately prior to such adjustment, multiplied by thePurchase Price in effect immediately prior to such adjustment, by (ii)the Purchase Price in effect immediately after such adjustment.

(b)    Price Adjustment.    No adjustment in thePurchase Price shall be required unless such adjustment would requirean increase or decrease in the Purchase Price of at least $0.01,provided, however, that any adjustments which by reason of thisparagraph are not required to be made shall be 

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carried forward and taken into account in anysubsequent adjustment. All calculations under this Section 2 shall bemade to the nearest cent or to the nearest 1/lOOth of a share, as thecase may be.

(c)    PriceReduction.    Notwithstanding any other provision set forth inthis Warrant, at any time and from time to time during the period thatthis Warrant is exercisable, the Company in its sole discretion mayreduce the Purchase Price or extend the period during which thisWarrant is exercisable.

(d)    NoImpairment.    The Company will not, by amendment of itsCertificate of Incorporation or through any reorganization, transfer ofassets, consolidation, merger, dissolution, issue or sale of securitiesor any other voluntary action, avoid or seek to avoid the observance orperformance of any of the terms to be observed or performed hereunderby the Company but will at all times in good faith assist in thecarrying out of all the provisions of this Section 2 and in the takingof all such actions as may be necessary or appropriate in order toprotect against impairment of the rights of Registered Holder toadjustments in the Purchase Price.

(e)    Notice ofAdjustment.    Upon any adjustment of the Purchase Price,number of shares the Warrants are exercisable for, or extension of theWarrant exercise period, the Company shall forthwith give writtennotice thereto to Registered Holder describing the event requiring theadjustment, stating the adjusted Purchase Price and the adjusted numberof shares purchasable upon the exercise hereof resulting from suchevent, and setting forth in reasonable detail the method of calculationand the facts upon which such calculation is based.

3.    Fractional Shares.    The Company shall not berequired upon the exercise of this Warrant to issue any fractionalshares, but shall make an adjustment thereof in cash on the basis ofthe last sale price of the Warrant Shares on the basis of the then fairmarket value of the Warrant Shares as shall be reasonably determined bythe Board of Directors of the Company.

4.    Limitationon Sales.    Each holder of this Warrant acknowledges that thisWarrant and the Warrant Shares, as of the date of original issuance ofthis Warrant, have not been registered under the Securities Act of1933, as amended (‘‘Act’’), and agrees not tosell, pledge, distribute, offer for sale, transfer or otherwise disposeof this Warrant or any Warrant Shares issued upon its exercise in theabsence of (a) an effective registration statement under the Act as tothis Warrant or such Warrant Shares or (b)  an opinion of counsel,satisfactory to the Company, that such registration and qualificationare not required. The Warrant Shares issued upon exercise thereof shallbe imprinted with a legend in substantially the following form:

‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVENOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE‘‘ACT’’) OR APPLICABLE STATE SECURITIES LAWSAND 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 LAWS OR IN A TRANSACTION WHICH IS EXEMPTFROM REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIESLAWS.’’

5.    Registration Rights ofRegistered Holder.    The Company and Registered Holder haveentered into an agreement, dated the date hereof, with respect to theWarrant Shares, pursuant to which the Company has agreed to grantcertain registration rights to the Registered Holders with respect tothe Warrant Shares.

6.    Notices of RecordDate.    In case:

(a)    the Company shall take arecord of the holders of its Common Stock (or other stock or securitiesat the time deliverable upon the exercise of this Warrant) for thepurpose of entitling or enabling them to receive any dividend or otherdistribution, or to receive any right to subscribe for or purchase anyshares of any class or any other securities, or to receive any otherright, or

(b)    of any capital reorganization of theCompany, any reclassification of the capital stock of the Company, anyconsolidation or merger of the Company with or into another corporation(other than a 

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consolidation or merger in which the Companyis the surviving entity), or any transfer of all or substantially allof the assets of the Company, or

(c)    of the voluntary orinvoluntary dissolution, liquidation or winding-up of the Company,then, and in each such case, the Company will mail or cause to bemailed to Registered Holder a notice specifying, as the case may be,(i) the date on which a record is to be taken for the purpose of suchdividend, distribution or right, and stating the amount and characterof such dividend, distribution or right, or (ii)  the effectivedate on which such reorganization, reclassification, consolidation,merger, transfer, dissolution, liquidation or winding-up is to takeplace, and the time, if any is to be fixed, as of which the holders ofrecord of Common Stock (or such other stock or securities at the timedeliverable upon the exercise of this Warrant) shall be entitled toexchange their shares of Common Stock (or such other stock orsecurities) for securities or other property deliverable upon suchreorganization, reclassification, consolidation, merger, transfer,dissolution, liquidation or winding-up. Such notice shall be mailed atleast twenty (20) days prior to the record date or effective date forthe event specified in such notice, provided that the failure to mailsuch notice shall not affect the legality or validity of any suchaction.

7.    Reservation of Stock.    TheCompany covenants and agrees that it will as soon as practicablehereafter at all times reserve and keep available, solely for issuanceand delivery upon the exercise of this Warrant, such shares of CommonStock as from time to time shall be issuable upon the exercise of thisWarrant. All shares of Common Stock that may be issued upon exercise ofthis Warrant shall, at the time of issuance, be duly authorized, fullypaid and non-assessable.

8.    Replacement ofWarrants.    Upon receipt of evidence reasonably satisfactoryto the Company of the loss, theft, destruction or mutilation of thisWarrant Certificate and (in the case of loss, theft or destruction)upon delivery of an indemnity agreement (with surety if reasonablyrequired) in an amount reasonably satisfactory to the Company, or (inthe case of mutilation) upon surrender and cancellation of this WarrantCertificate, the Company will issue, in lieu thereof, a new Warrant oflike tenor. This Warrant Certificate is exchangeable for one or morenew Warrant Certificates (containing the same terms as this Warrant)each representing the right to purchase such number of shares as shallbe designated by the Registered Holder at the time of surrender (butnot exceeding in the aggregate the remaining number of shares of CommonStock which may be purchased hereunder.

9.    Transfers,etc.

(a)    The Company will maintain a registercontaining the names and addresses of Registered Holders. A RegisteredHolder may change his, her or its address as shown on the warrantregister by written notice to the Company requesting such change.

(b)    Until any transfer of this Warrant Certificate is made inthe warrant register, the Company may treat Registered Holder as theabsolute owner hereof for all purposes, provided, however, that if andwhen this Warrant Certificate is properly assigned in blank, theCompany may (but shall not be obligated to) treat the bearer hereof asthe absolute owner hereof for all purposes, notwithstanding any noticeto the contrary.

10.    No Rights asStockholder.    Until the exercise of this Warrant, RegisteredHolder shall not have or exercise any rights by virtue hereof as astockholder of the Company.

11.    Successors.    The rights and obligations ofthe parties to this Warrant will inure to the benefit of and be bindingupon the parties hereto and their respective successors, assigns andpermitted transferees. Without limiting the foregoing, the registrationrights set forth in this Warrant shall inure to the benefit ofRegistered Holder and Registered Holder's successors, assigneesand permitted transferees of this Warrant.

12.    Changeor Waiver.    Any term of this Warrant may be changed or waivedonly by an instrument in writing signed by the party against whichenforcement of the change or waiver is sought.

13.    Headings.    The headings in this WarrantCertificate are for purposes of reference only and shall not limit orotherwise affect the meaning of any provision of this Warrant.

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14.    GoverningLaw.    This Warrant shall be governed by and construed inaccordance with the laws of the State of New York as such laws areapplied to contracts made and to be fully performed entirely withinthat state between residents of that state.

15.    Jurisdiction and Venue.    The Company andRegistered Holder (i) agree that any legal suit, action or proceedingarising out of or relating to this Warrant shall be institutedexclusively in New York State Supreme Court, County of New York or inthe United States District Court for the Southern District of New York,(ii) waives any objection to the venue of any such suit, action orproceeding and the right to assert that such forum is not a convenientforum for such suit, action or proceeding, and (iii) irrevocablyconsent to the jurisdiction of the New York State Supreme Court, Countyof New York, and the United States District Court for the SouthernDistrict of New York in any such suit, action or proceeding, and theCompany and Registered Holder further agree to accept and acknowledgeservice or any and all process which may be served in any such suit,action or proceeding in New York State Supreme Court, County of NewYork or in the United States District Court for the Southern Districtof New York and agrees that service of process upon it mailed bycertified mail to its address shall be deemed in every respecteffective service of process upon it in any suit, action orproceeding.

16.    Mailing of Notices,etc.    All notices and other communications under this Warrant(except payment) shall be in writing and shall be sufficiently given ifdelivered to the addressees in person, by Federal Express or similarreceipt delivery, by facsimile delivery or, if mailed, postage prepaid,by certified mail, return receipt requested, as follows:

|                      |  |                                                                                                                                                 |  |  |  |  |
|----------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| toRegistered Holder: |  | Shuffle Master, Inc.                                                                                                                            |
|                 |  | 1106 Palms Airport Drive Las Vegas, Nevada89119 Attention: Chief FinancialOfficer                                                               |
| to theCompany:       |  | Sona Mobile Holdings Corp. 825 Third Avenue32nd Floor New York, New York 10128 Attention: Mr.John Bush Fax: (212) 486-4469                      |
| with a copy to:      |  | Morse, Zelnick,Rose & Lander LLP 405 Park Avenue Suite 1401 NewYork, New York 10022 Attention: Joel J. Goldschmidt, Esq.Fax: (212) 838-9190 |
|                      |

or to such otheraddress as any of them, by notice to the other may designate from timeto time. Time shall be counted to, or from, as the case may be, thedelivery in person or by mailing.

Dated: January 13,2006

|  | SONA MOBILE HOLDINGS CORP. |
|--|----------------------------|

|  | By:                                                                     |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | John Bush, President and Chief ExecutiveOfficer |
|--|-------------------------------------------------|

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EXHIBIT I

NOTICE OF EXERCISE

TO:    Sona Mobile Holdings Corp. 825Third Avenue, 32nd Floor New York, New York10022

|  | Attention: Mr.  JohnBush,  President and CEO |
|--|----------------------------------------------|

1.    The undersignedhereby elects to purchase                      shares ofthe Common Stock of Sona Mobile Holdings Corp., pursuant to terms ofthe attached Warrant, and tenders herewith payment of the purchaseprice of such shares in full, together with all applicable transfertaxes, if any.

2.    Please issue a certificate orcertificates representing said shares of the Common Stock in the nameof the undersigned or in such other name as is specified below. If theattached Warrant is exercisable for a greater number of shares than thenumber set forth in paragraph 1, then please issue another Warrant inthe name of the undersigned or in such other name as is specified belowexercisable for the remaining number of shares.

3.    Theundersigned represents that it will sell the shares of Common Stockonly pursuant to an effective Registration Statement under theSecurities Act of 1933, as amended, or an exemption from registrationthereunder.

|  | (Name) (Address) (TaxpayerIdentification Number) |
|--|--------------------------------------------------|

[print name of RegisteredHolder] By: Title:Date:

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