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EXHIBIT
10.2

FORM OF NON-EMPLOYEE STOCK OPTION
AGREEMENT


STOCK OPTION AGREEMENT ( hereinafter called
this ‘‘Agreement’’) made as of this
         day of                     ,
20     between Sona Mobile Holdings Corp., a Delaware corporation
(hereinafter called the ‘‘Corporation’’),
and                                 
(hereinafter called the
‘‘Optionee’’).


WHEREAS, in
accordance with its Amended and Restated Stock Option Plan of 2000
(hereinafter called the ‘‘Plan’’), a copy
of which has been delivered to the Optionee, the Corporation desires,
in connection with his or her services as a director of the Corporation
or a Subsidiary (as defined below), to provide the Optionee with an
opportunity to acquire shares of the Corporation's Common Stock,
par value $.01 per share (hereinafter called the ‘‘Common
Stock’’), on favorable terms and thereby increase his or
her proprietary interest in the continued progress and success of the
business of the Corporation;


NOW, THEREFORE, in
consideration of the premises, the mutual covenants herein set forth
and other good and valuable consideration, the Corporation and the
Optionee hereby agree as follows:

1.    Confirmation of
Grant of Option.    In accordance with the Plan, the
Administrator hereby irrevocably grants to the Optionee on
                    , 20     (the
‘‘Date of Grant’’) the right to purchase
(hereinafter called the ‘‘Option’’) an
aggregate of up to                      shares of
the Common Stock, subject to adjustment as provided in Section 8
hereof.

2.    Exercise Price.    The Exercise
Price of the shares of the Common Stock covered by the Option will be
$             per share (the ‘‘Exercise
Price’’), being the Fair Market Value of a share of the
Common Stock on the Date of Grant, subject to adjustment as provided in
Section 8 hereof.

3.    Exercise of
Option.    Subject to earlier termination or cancellation as
provided in this Agreement or the Plan, the Option may be exercised
from time to time, in whole or in part, on or prior to
                    ,          (the
‘‘Expiration Date’’) and as to not more
than the following number of shares originally subject thereto (after
giving effort to any adjustment pursuant to Section 8 hereof and
rounding any fraction to the nearest lower whole number): (a)
             of the shares originally subject thereto at
any time after one year from the Date of Grant; (b)
             of the shares originally subject thereto on
the second [and             ] anniversary of the
Date of Grant; (c)              of the shares originally
subject thereto on the              anniversary of the Date
of Grant; and (d) all of the shares at any time after         
years from the Date of Grant.

Alternative:    Subject to
earlier termination or cancellation as provided in this Agreement or
the Plan, the Option may be exercised from time to time, in whole or in
part, on or prior to                         ,
         (the ‘‘Expiration Date’’)
and shall only become exercisable on the date on which
                             (the
‘‘Performance Goal’’). If the Performance
Goal does not occur on or prior to the Expiration Date, the Option
shall become null and valid.

The Option may be exercised as
provided in this Section 3 by notice and payment to the Corporation as
provided in Sections 7, 11 and 12 hereof.

4.    Term and
Rights as Shareholder.    Subject to earlier termination or
cancellation as provided in this Agreement or the Plan, the Option will
be exercisable only (a) on or prior to the Expiration Date and (b)
except as otherwise provided in Section 6 hereof, if the Optionee
shall, at any time of exercise, be a director of the Corporation or of
a subsidiary or any other corporation in which the Corporation owns,
directly or indirectly, equity interests representing more than
50% of the voting power in such corporation (each such
corporation, a ‘‘Subsidiary). The holder of the Option
will not have any right to dividends or any other rights of a
shareholder with respect to a share of the Common Stock subject to the
Option until such share shall have been issued to him or her following
exercise of the Option. Such issuance shall be evidenced by the
appropriate entry on the books of the duly authorized transfer agent of
the Corporation, provided that the date of issue shall not be earlier
than the Exercise Date (as hereinafter defined in Section 7(b) hereof)
with respect to such share.

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5.    Non-transferability of
Option.    The Option will not be transferable otherwise than by
will or by the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Optionee only by him or her or, in
the case of the Optionee's certified incompetency, his or her
duly authorized legal representative(s). More particularly, but without
limiting the generality of the foregoing, the Option may not be
assigned, transferred (except as provided in the preceding sentence) or
otherwise disposed of, or pledged or hypothecated in any way (whether
by operation of law or otherwise), and shall not be subject to
execution, attachment, or other process. Any assignment, transfer,
pledge, hypothecation or other disposition of the Option attempted
contrary to the provisions of this Agreement, or any levy of execution,
attachment or other process attempted upon the Option, will be null and
void and without effect. Any attempt to make any such assignment,
transfer, pledge, hypothecation or other disposition of the Option or
any attempt to make any such levy of execution, attachment or other
process will cause the Option to terminate immediately upon the
happening of any such event if the Administrator should, at any time,
in its sole discretion, so elect by written notice to the Optionee (or
to the person then entitled to exercise the Option under the provisions
of the Plan); provided, however, that any such termination of the
Option under the foregoing provisions of this Section 5 will not
prejudice any rights or remedies which the Corporation or any
Subsidiary may have under this Agreement or
otherwise.

6.    Exercise Upon Termination of
Relationship.

(a)    If the Optionee ceases to be a
director of the Corporation or any Subsidiary because of Cause (as
hereinafter defined in subsection (e) of this Section 6), the Option
will forthwith terminate. If, however, the Optionee for any other
reason (other than death, disability (as hereinafter defined in
subsection (b) of this Section 6) or normal retirement) ceases to be a
director, the Option may, subject to the provisions of Sections 5 and 9
hereof, be exercised, to the extent the Optionee would have been
entitled under Section 3 hereof to exercise the Option on the date of
such cessation of his or her directorship, at any time within 60 days
after such cessation of employment, at the end of which period the
Option will terminate unless terminated sooner as a result of the
Expiration Date occurring prior thereto.

(b)    (i)    If
the reason for cessation of employment is disability (within the
meaning of Section 22(e)(3) of the Code) or normal retirement, the
Option may, subject to the provisions of Sections 5 and 9 hereof, be
exercised, to the extent the Optionee would have been entitled under
Section 3 hereof to exercise the Option on the date of such cessation
of his or her directorship, at any time within 12 months after such
cessation of his or her directorship, at the end of which period the
Option will terminate unless terminated sooner as a result of the
Expiration Date occurring prior
thereto.

           (ii)    If the reason for
cessation of directorship is disability (not within the meaning of
Section 22(e)(3) of the Code), the Option may, subject to the
provisions of Sections 5 and 9 hereof, be exercised, to the extent the
Optionee would have been entitled under Section 3 hereof to exercise
the Option on the date of such cessation of directorship, at any time
within six months after such cessation of directorship, at the end of
which period the Option will terminate unless terminated sooner as a
result of the Expiration Date occurring prior
thereto.

(c)    If the Optionee dies while he or she is a
director of the Corporation or a Subsidiary or within the period after
the termination of his or her directorship during which he or she is
entitled to exercise the Option under the provisions of subsections (a)
and (b) of this Section 6, the Option may, subject to the provisions of
Sections 5 and 9 hereof, be exercised, to the extent the Optionee would
have been entitled under Section 3 hereof to exercise the Option on the
date of such cessation of directorship, by the estate of the Optionee,
or the duly appointed representative, or beneficiary who acquires the
Option by will or by the laws of descent and distribution, at any time
within one year after the date of death, at the end of which period the
Option will terminate unless terminated sooner as a result of the
Expiration Date occurring prior thereto.

(d)    In no event
set forth in this Section 6 may the Option be exercised after the
Expiration Date.

(e)    The term
‘‘Cause’’ shall mean a conviction of a
felony or for dishonesty, theft, disclosing trade secrets of the
Corporation or any Subsidiary, entering into competition, directly or
indirectly, 

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with the Corporation or any Subsidiary while a
director, or using the Corporation's or any Subsidiary's
facilities or premises for the conduct of illegal or unlawful
activities, transactions or business.

(f)    If the
Corporation enters into an agreement providing for the sale of all, or
substantially all, of the assets of the Corporation, or a merger,
consolidation or reorganization in which the Corporation is not the
surviving corporation, or the transfer of shares of the Corporation
representing more than 50% of the total combined voting power of
all shares in one or more transactions to a person or persons acting as
a group for voting purposes, the Optionee shall have the right to
exercise the Option in whole or in part as to such number of additional
shares then subject to the Option and not then exercisable as the
Administrator may, in its sole discretion, permit on the effective date
of such sale, merger, consolidation or reorganization or
transfer.

7.    Method of Exercise of
Option.

(a)    Subject to the terms and conditions of
this Agreement and the Plan, the Option will be exercisable by notice
and payment to the Corporation in accordance with the procedure
prescribed herein. Each such notice, which may be in the form of
Exhibit A hereto, shall:

(i)     state the
election to exercise the Option and the number of shares of the Common
Stock in respect of which it is being
exercised;

(ii)    be signed by the person or persons
entitled to exercise the Option, including the address to which share
certificates are to be delivered, and, if the Option is being exercised
by any person or persons other than the Optionee, be accompanied by
proof, satisfactory to counsel for the Corporation, of the right of
such person or persons to exercise the
Option;

(iii)    be accompanied by payment in full of
the purchase price for the shares of the Common Stock covered by the
notice in the form of a check, bank draft or money order payable to the
Corporation, or payment shall be made in any other manner permitted by
the Plan and approved by the Administrator;
and

(iv)    make such arrangements, if requested by
the Corporation and in form and substance satisfactory to counsel to
the Corporation, with respect to any applicable withholding tax
requirements.

(b)    Upon receipt of a notice in accordance
with subsection (a) of this Section 7 (such date and time of receipt
being herein called the ‘‘Exercise Date’’),
the Option will be deemed to have been exercised with respect to such
particular shares of the Common Stock if, and only if, the provisions
of subsection (a) of this Section 7 and the provisions of Section 12
hereof shall have been complied with. Notwithstanding anything in this
Agreement to the contrary, any notice of exercise given pursuant to the
provisions of this Section 7 will be void and of no effect if all the
provisions of subsection ( a) of this Section 7 and the provisions of
Section 12 shall not have been complied with. The certificate or
certificates representing the shares of the Common Stock as to which
the Option shall be exercised will be registered in the name of the
person or persons exercising the Option and will be delivered, as soon
as practicable after the Exercise Date, to the person or persons
exercising the Option at the place specified in the notice of exercise
of the Option, but only upon compliance with all of the provisions of
this Agreement.

(c)    In the event that the Optionee shall
exercise the Option for less than the total number of shares of the
Common Stock subject to the Option, this Agreement shall be deemed
automatically amended to reflect the reduced number of shares
post-exercise, without the necessity of the Optionee surrendering this
Agreement for issuance of a new agreement reflecting the reduced number
of shares then still subject to the Option. To evidence such amendment,
the Corporation shall deliver to the Optionee (or such other
permissible person executing the Option) a notice in the form of
Exhibit B hereto.

8.    Stock Dividend and Capital
Changes.

(a)    In the event that the Corporation shall
pay a stock dividend with respect to the Common Stock, the number of
shares of the Common Stock subject to this Option shall be increased by
the 

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number of shares which would have been
issuable to the holder if such holder had exercised the Option
immediately prior to the record date related to the declaration and
payment of such share dividend. The Exercise Price of the shares
subject to the Option shall be appropriately adjusted as provided in
subsection (d) of this Section 8.

(b)    If the Corporation
shall at any time subdivide its outstanding Common Stock by
recapitalization, reclassification or split-up thereof, the number of
shares of the Common Stock subject to this Option immediately prior to
such subdivision shall be proportionately increased and, if the
Corporation shall at any time combine the outstanding Common Stock by
recapitalization, reclassification of combination thereof, the number
of shares of the Common Stock subject to this Option immediately prior
to such combination shall be proportionately decreased. The adjustment
to the Exercise Price pursuant to subsection (d) of this Section 8 and
the adjustment to the number of shares shall become effective at the
close of business on the record date for such subdivision or
combination.

(c)    In case of any reclassification or
capital reorganization of the outstanding shares of the Common Stock
(other than a change covered by subsection (b) of this Section 8 which
solely affects the par value of such shares of the Common Stock) or in
the case of any merger or consolidation of the Corporation with or into
another corporation (other than a merger or consolidation in which the
Corporation is the continuing corporation) or in the case of any sale
or conveyance to another corporation of the property of the Corporation
as an entirety or substantially as an entirety in connection with which
the Corporation is dissolved, the holder of this Option shall have the
right thereafter (until the expiration of the right of exercise of the
Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the
kind and amount of shares of stock or other securities or property
receivable upon such reclassification, capital reorganization, merger
or consolidation, or upon the dissolution following any sale or other
transfer, by a holder of the number of shares of the Common Stock
obtainable upon the exercise of this Option immediately prior to such
event. The provisions of this subsection (c) of this Section 8 shall
similarly apply to successive reclassifications, capital
reorganizations, mergers or consolidations, sales or other
transfers.

Anything in the preceding paragraph to the contrary
notwithstanding, if the other corporation does not agree to assume the
Option or to substitute an equivalent option in the case of a merger or
consolidation or a sale of assets, then the Option shall terminate upon
the consummation of the merger, consolidation or sale of
assets.

(d)    Whenever the number of shares of the Common
Stock purchasable upon the exercise of the Option is adjusted, as
provided in this Section 8, the Exercise Price shall be adjusted (to
the nearest one tenth of a cent) by multiplying such Exercise Price
immediately prior to such adjustment by a fraction, the numerator of
which shall be the number of shares of the Common Stock purchasable
upon the exercise of the Option immediately prior to such adjustment
and the denominator of which shall be the number of shares of the
Common Stock so purchasable immediately
thereafter.

(e)    Upon the occurrence of each event
requiring an adjustment of the Exercise Price and the number of shares
of the Common Stock obtainable upon exercise of the Option in
accordance with, and as required by, the terms of this Section 8, the
Corporation may employ a firm of certified public accountants (which
may be the regular accountants for the Corporation) which shall compute
the adjusted Exercise Price and the adjusted number of shares of the
Common Stock purchasable at such adjusted Exercise Price by reason of
such event in accordance with the provisions of this Section 8. The
Corporation shall mail forthwith to the Optionee a copy of the
certification containing such computation which shall be conclusive and
shall be binding upon the Optionee and the
Corporation.

9.    Registration.

(a)    The
Optionee understands that the shares of the Common Stock subject to the
Option and issuable upon the exercise thereof (the
‘‘Underlying Shares’’) have been registered
under the Securities Act of 1933, as amended (the
‘‘Securities Act’’), in a Registration
Statement on Form S-8; however, the Option has not been registered
under the Securities Act on the Date of Grant nor will it 

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ever be. The Optionee represents that the
Option is being acquired by him or her for investment for his or her
account and not with a view to, or in connection with, the sale or
other distribution thereof.

(b)    In the event that, at the
Exercise Date, the Optionee is required by the Securities Act, if he or
she desires to sell the Underlying Shares, to deliver a reoffer
prospectus complying with Section 10(a) of the Securities Act, the
certificate or certificates for the Underlying Shares shall bear the
following legend:

‘‘The shares
evidenced by this certificate have been registered on Form S-8 under
the Securities Act of 1933, as amended (the ‘‘Securities
Act’’); however, the holder is required under the
Securities Act to use a reoffer prospectus to resell the shares.
Accordingly, the shares may not be sold or transferred unless there is
delivered an opinion of counsel to the Company that either (1) there is
in effect a current prospectus meeting the requirements of Section
10(a) of the Securities Act which is being or will be delivered to the
purchaser or transferee at or prior to the time of delivery of such
shares for sale or transfer, or (2) such shares may be sold without
violating Section 5 of the Securities
Act.’’

10.    Notices.    Each
notice relating to this Agreement will be in writing and delivered in
person or by registered or certified mail or by express courier service
to the proper address. All notices to the Corporation shall be
addressed to it at its principal office, now at
                                    ,
attention of the Chief Executive Officer. All notices to the Optionee
or other person or persons then entitled to exercise the Option shall
be addressed to the Optionee or such other person or persons at the
address set forth below the Optionee's name following the
Corporation's signature. Anyone to whom a notice may be given
under this Agreement may designate a new address by notice to that
effect given in accordance with this Section
10.

11.    Approval of Counsel.    The exercise of
the Option and the issuance and delivery of the Underlying Shares
pursuant thereto shall be subject to approval by the
Corporation's counsel of all legal matters in connection
therewith, including compliance with the requirements of the Securities
Act, or corresponding provision of future law, and the Securities
Exchange Act of 1934, as amended, or corresponding provision of future
law, and the rules and regulations thereunder, and the requirements of
any stock exchange upon which the Common Stock may then be listed or,
if applicable, of The Nasdaq Stock Market, Inc. In furtherance thereof,
such counsel may request that the Optionee or other permissible person
exercising the Option deliver such investment representation or other
documents as such counsel deems necessary or
appropriate.

12.    Reservation of Shares.    The
Corporation shall at all times during the term of the Option reserve
and keep available such number of shares of the class of stock then
subject to the Option as will be sufficient to satisfy the requirements
of this Agreement.

13.    Disputes.    Any dispute
or disagreement which arises under, or as a result of, or in any way
relates to, the interpretation, construction or application of this
Agreement will be resolved by the Administrator. Any such resolution
made hereunder shall be final, binding and conclusive for all purposes
upon all persons. In the event of a difference between the terms and
conditions of this Agreement and those of the Plan, the terms and
conditions of the Plan shall govern. Any capitalized term not defined
herein shall have the meaning as defined in the
Plan.

14.    Limitation of Action.    The Optionee
agrees that every right of action accruing to him or her and arising
out of, or in connection with, this Agreement against the Corporation
will, irrespective of the place where an action may be brought, cease
and be barred by the expiration of three years from the date of the act
or omission in respect of which such right of action
arises.

15.    Benefits of Agreement.    This
Agreement will inure to the benefit of, and be binding upon, each
successor and assign of the Corporation. All obligations imposed upon
the Optionee and all rights granted to the Corporation under this
Agreement will be binding upon the Optionee's heirs, legal
representatives and successors.

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IN WITNESS WHEREOF, the parties
hereto have executed and delivered this Agreement as of the day, month
and year first above written.


		SONA MOBILE
HOLDINGS CORP.





		By:    ______________________________





		OPTIONEE:





		__________________________________





		Name
(Print):    ______________________





		Address:    __________________________





		__________________________________




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