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EXHIBIT
10.4

INDEMNITY AGREEMENT

This Indemnity Agreement (this
‘‘Agreement’’), dated as of
                            , 2006, is made
by and between SONA MOBILE HOLDINGS, CORP. a Delaware corporation (the
‘‘Company’’), and
                                    ,
a director and/or officer of the Company (the
‘‘Indemnitee’’).

RECITALS

A.    The
Company is aware that competent and experienced persons are
increasingly reluctant to serve as directors or officers of
corporations unless they are protected by comprehensive liability
insurance and/or indemnification, due to increased exposure to
litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such directors and
officers;

B.    Based on their experience as business
managers, the Board of Directors of the Company (the
‘‘Board’’) has concluded
that, to retain and attract talented and experienced individuals to
serve as officers and directors of the Company, and to encourage such
individuals to take the business risks necessary for the success of the
Company, it is necessary for the Company contractually to indemnify
officers and directors and to assume for itself maximum liability for
expenses and damages in connection with claims against such officers
and directors in connection with their service to the
Company;

C.    Section 145 of the General Corporation Law of
Delaware, under which the Company is organized (the
‘‘Law’’), empowers the
Company to indemnify by agreement its officers, directors, employees
and agents, and persons who serve, at the request of the Company, as
directors, officers, employees or agents of other corporations or
enterprises, and expressly provides that the indemnification provided
by the Law is not exclusive; and

D.    The Company desires to
attract and retain the services of highly qualified individuals, such
as Indemnitee, and to indemnify its directors and officers so as to
provide them with the maximum protection permitted by
law.

AGREEMENT


NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree as
follows:


1.    Definitions.


1.1    Expenses.    For
purposes of this Agreement,
‘‘expenses’’ includes all
direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys' fees and related disbursements
and other out-of-pocket costs) actually and reasonably incurred by the
Indemnitee in connection with the investigation, defense or appeal of a
proceeding or establishing or enforcing a right to indemnification or
advancement of expenses under this Agreement, Section 145 or
otherwise.

1.2    Proceeding.    For the
purposes of this Agreement,
‘‘proceeding’’ means any
threatened, pending or completed action, suit or other proceeding,
whether civil, criminal, administrative, investigative or any other
type
whatsoever.

1.3    Subsidiary.    For
purposes of this Agreement,
‘‘subsidiary’’ means any
corporation of which more than fifty percent (50%) of the
outstanding voting securities is owned directly or indirectly by the
Company, by the Company and one or more of its subsidiaries or by one
or more of the Company's
subsidiaries.


2.    Agreement to
Serve.    The Indemnitee agrees to serve and/or continue to
serve as director or officer of the Company, faithfully and to the best
of his ability, so long as he is duly appointed or elected and
qualified in accordance with the applicable provisions of the charter
documents of the Company or any subsidiary of the Company;
provided, however, that (i) Indemnitee may at any
time and for any reason resign from such position (subject to any
contractual obligation that the 

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Indemnitee may have assumed apart from this
Agreement), and (ii) the Company or any subsidiary shall have no
obligation under this Agreement to continue the Indemnitee’s
service in any such director or officer
position.


3.    Directors’ and
Officers’ Insurance.    The Company shall, to the
extent that the Board determines it to be economically reasonable,
maintain a policy of directors’ and officers’ liability
insurance (‘‘D&O
Insurance’’), on such terms and conditions as may
be approved by the Board.


4.    Mandatory
Indemnification.    Subject to Section 9 below, the
Company shall indemnify the
Indemnitee:

4.1    Third Party
Actions.    If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any proceeding (other than
an action by or in the right of the Company) by reason of the fact that
he is or was an officer or director of the Company, or by reason of
anything done or not done by him in any such capacity, against any and
all expenses and liabilities of any type whatsoever (including, but not
limited to, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) actually and reasonably incurred by him in
connection with the investigation, defense, settlement or appeal of
such proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful;
and

4.2    Derivative Actions.    If
the Indemnitee is a person who was or is a party or is threatened to be
made a party to any proceeding by or in the right of the Company to
procure a judgment in its favor by reason of the fact that he is or was
an officer or director of the Company, or by reason of anything done or
not done by him in any such capacity, against any amounts paid in
settlement of any such proceeding and all expenses actually and
reasonably incurred by him in connection with the investigation,
defense, settlement or appeal of such proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Company; except that no
indemnification under this subsection shall be made in respect of any
claim, issue or matter as to which such person shall have been finally
adjudged to be liable to the Company by a court of competent
jurisdiction due to willful misconduct of a culpable nature in the
performance of his duty to the Company, unless and only to the extent
that the Court of Chancery or the court in which such proceeding was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such amounts
which the Court of Chancery or such other court shall deem proper;
and

4.3    Exception for Amounts Covered by
Insurance.    Notwithstanding the foregoing, the Company shall
not be obligated to indemnify the Indemnitee for expenses or
liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) to the extent such have been paid directly to the
Indemnitee by D&O Insurance.


5.    Partial
Indemnification and
Contribution.


5.1    Partial
Indemnification.    If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some
or a portion of any expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) incurred by him in the
investigation, defense, settlement or appeal of a proceeding but is not
entitled, however, to indemnification for all of the total amount
thereof, then the Company shall nevertheless indemnify the Indemnitee
for such total amount except as to the portion thereof to which the
Indemnitee is not entitled to
indemnification.

5.2    Contribution.    If
the Indemnitee is not entitled to the indemnification provided in
Section 4 for any reason other than the statutory limitations set forth
in the Law, then in respect of any threatened, pending or completed
proceeding in which the Company is jointly liable with the Indemnitee
(or would be if joined in such proceeding), the Company shall
contribute to the amount of expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by the Indemnitee in such proportion as is
appropriate to 

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reflect (i) the relative benefits received by
the Company on the one hand and the Indemnitee on the other hand from
the transaction from which such proceeding arose and (ii) the relative
fault of the Company on the one hand and of the Indemnitee on the other
hand in connection with the events which resulted in such expenses,
judgments, fines or settlement amounts, as well as any other relevant
equitable considerations. The relative fault of the Company on the one
hand and of the Indemnitee on the other hand shall be determined by
reference to, among other things, the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent
the circumstances resulting in such expenses, judgments, fines or
settlement amounts. The Company agrees that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or any other method of allocation which does not
take account of the foregoing equitable
considerations.


6.    Mandatory Advancement of
Expenses.


6.1    Advancement.    Subject
to Section 9 below, the Company shall advance all expenses incurred by
the Indemnitee in connection with the investigation, defense,
settlement or appeal of any proceeding to which the Indemnitee is a
party or is threatened to be made a party by reason of the fact that
the Indemnitee is or was a director or officer of the Company or by
reason of anything done or not done by him in any such capacity. The
Indemnitee hereby undertakes to promptly repay such amounts advanced
only if, and to the extent that, it shall ultimately be determined that
the Indemnitee is not entitled to be indemnified by the Company under
the provisions of this Agreement, the Certificate of Incorporation or
Bylaws of the Company, the Law or otherwise. The advances to be made
hereunder shall be paid by the Company to the Indemnitee within 30 days
following delivery of a written request therefore by the Indemnitee to
the
Company.

6.2    Exception.    Notwithstanding
the foregoing provisions of this Section 6, the Company shall not be
obligated to advance any expenses to the Indemnitee arising from a
lawsuit filed directly by the Company against the Indemnitee if an
absolute majority of the members of the Board reasonably determines in
good faith, within 30 days of the Indemnitee’s request to be
advanced expenses, that the facts known to them at the time such
determination is made demonstrate clearly and convincingly that the
Indemnitee acted in bad faith. If such a determination is made, the
Indemnitee may have such decision reviewed by another forum, in the
manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all
references therein to ‘‘indemnification’’
being deemed to refer to ‘‘advancement of
expenses,’’ and the burden of proof shall be on the
Company to demonstrate clearly and convincingly that, based on the
facts known at the time, the Indemnitee acted in bad faith. The Company
may not avail itself of this Section 6.2 as to a given lawsuit if, at
any time after the occurrence of the activities or omissions that are
the primary focus of the lawsuit, the Company has undergone a change in
control. For this purpose, a change in control shall mean a given
person or group of affiliated persons or groups increasing their
beneficial ownership interest in the Company by at least 20 percentage
points without advance Board
approval.


7.    Notice and Other
Indemnification Procedures.


7.1    Promptly
after receipt by the Indemnitee of notice of the commencement of or the
threat of commencement of any proceeding, the Indemnitee shall, if the
Indemnitee believes that indemnification with respect thereto may be
sought from the Company under this Agreement, notify the Company of the
commencement or threat of commencement
thereof.

7.2    If, at the time of the receipt of a
notice of the commencement of a proceeding pursuant to Section 7.1
hereof, the Company has D&O Insurance in effect, the Company shall
give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective
policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all
amounts payable as a result of such proceeding in accordance with the
terms of such D&O Insurance policies.

7.3    In
the event the Company shall be obligated to advance the expenses for
any proceeding against the Indemnitee, the Company, if appropriate,
shall be entitled to assume the defense of such proceeding, with
counsel approved by the Indemnitee (which approval shall not be
unreasonably withheld), upon the delivery to the Indemnitee of written
notice of its election to do so. After delivery 

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of such notice, approval of such counsel by
the Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to the Indemnitee under this Agreement for
any fees of counsel subsequently incurred by the Indemnitee with
respect to the same proceeding, provided that: (a) the
Indemnitee shall have the right to employ his own counsel in any such
proceeding at the Indemnitee’s expense; (b) the Indemnitee shall
have the right to employ his own counsel in connection with any such
proceeding, at the expense of the Company, if such counsel serves in a
review, observer, advice and counseling capacity and does not otherwise
materially control or participate in the defense of such proceeding;
and (c) if (i) the employment of counsel by the Indemnitee has been
previously authorized by the Company, (ii) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between
the Company and the Indemnitee in the conduct of any such defense or
(iii) the Company shall not, in fact, have employed counsel to assume
the defense of such proceeding, then the fees and expenses of the
Indemnitee’s counsel shall be at the expense of the
Company.


8.    Determination of Right to
Indemnification.


8.1    To the extent the
Indemnitee has been successful on the merits or otherwise in defense of
any proceeding referred to in Section 4.1 or 4.2 of this Agreement or
in the defense of any claim, issue or matter described therein, the
Company shall indemnify the Indemnitee against expenses actually and
reasonably incurred by him in connection with the investigation,
defense or appeal of such proceeding, or such claim, issue or matter,
as the case may be.

8.2    In the event that Section
8.1 is inapplicable, or does not apply to the entire proceeding, the
Company shall nonetheless indemnify the Indemnitee unless the Company
shall prove by clear and convincing evidence to a forum listed in
Section 8.3 below that the Indemnitee has not met the applicable
standard of conduct required to entitle the Indemnitee to such
indemnification.

8.3    The Indemnitee shall be
entitled to select the forum in which the validity of the
Company’s claim under Section 8.2 hereof that the Indemnitee is
not entitled to indemnification will be heard from among the following,
except that the Indemnitee can select a forum consisting of
the stockholders of the Company only with the approval of the
Company:

(a)    A quorum of the Board
consisting of directors who are not parties to the proceeding for which
indemnification is being sought;

(b)    The
stockholders of the Company;

(c)    Legal
counsel mutually agreed upon by the Indemnitee and the Board, which
counsel shall make such determination in a written
opinion;

(d)    A panel of three
arbitrators, one of whom is selected by the Company, another of whom is
selected by the Indemnitee and the last of whom is selected by the
first two arbitrators so selected;
or

(e)    Any court having jurisdiction of
subject matter and the parties.

8.4    As soon as
practicable, and in no event later than 30 days after the forum has
been selected pursuant to Section 8.3 above, the Company shall, at its
own expense, submit to the selected forum its claim that the Indemnitee
is not entitled to indemnification, and the Company shall act in the
utmost good faith to assure the Indemnitee a complete opportunity to
defend against such claim.

8.5    If the forum
selected in accordance with Section 8.3 hereof is not a court, then
after the final decision of such forum is rendered, the Company or the
Indemnitee shall have the right to apply to the Court of Chancery of
Delaware, the court in which the proceeding giving rise to the
Indemnitee's claim for indemnification is or was pending or any
other court of competent jurisdiction, for the purpose of appealing the
decision of such forum, provided that such right is executed
within 60 days after the final decision of such forum is rendered. If
the forum selected in accordance with Section 8.3 hereof is a court,
then the rights of the Company or the Indemnitee to appeal any decision
of such court shall be governed by the applicable laws and rules
governing appeals of the decision of such court.

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8.6    Notwithstanding any
other provision in this Agreement to the contrary, the Company shall
indemnify the Indemnitee against all expenses incurred by the
Indemnitee in connection with any hearing or proceeding under this
Section 8 involving the Indemnitee and against all expenses incurred by
the Indemnitee in connection with any other proceeding between the
Company and the Indemnitee involving the interpretation or enforcement
of the rights of the Indemnitee under this Agreement unless a court of
competent jurisdiction finds that each of the material claims and/or
defenses of the Indemnitee in any such proceeding was frivolous or not
made in good
faith.


9.    Exceptions.    Any
other provision herein to the contrary notwithstanding, the Company
shall not be obligated pursuant to the terms of this
Agreement:

9.1    Claims Initiated by
Indemnitee.    To indemnify or advance expenses to the
Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense,
except with respect to proceedings specifically authorized by
the Board or brought to establish or enforce a right to indemnification
and/or advancement of expenses arising under this Agreement, the
charter documents of the Company or any subsidiary or any statute or
law or otherwise, but such indemnification or advancement of expenses
may be provided by the Company in specific cases if the Board finds it
to be appropriate; or

9.2    Unauthorized
Settlements.    To indemnify the Indemnitee hereunder for any
amounts paid in settlement of a proceeding unless the Company consents
in advance in writing to such settlement, which consent shall not be
unreasonably withheld; or

9.3    Securities Law
Actions.    To indemnify the Indemnitee on account of any suit
in which judgment is rendered against the Indemnitee for an accounting
of profits made from the purchase or sale by the Indemnitee of
securities of the Company pursuant to the provisions of Section 16(b)
of the Securities Exchange Act of 1934 and amendments thereto or
similar provisions of any federal, state or local statutory law;
or

9.4    Unlawful
Indemnification.    To indemnify the Indemnitee if a final
decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful. In this respect, the Company
and the Indemnitee have been advised that the Securities and Exchange
Commission takes the position that indemnification for liabilities
arising under the federal securities laws is against public policy and
is, therefore, unenforceable and that claims for indemnification should
be submitted to appropriate courts for
adjudication.


10.    Non-Exclusivity.    The
provisions for indemnification and advancement of expenses set forth in
this Agreement shall not be deemed exclusive of any other rights which
the Indemnitee may have under any provision of law, the
Company’s Certificate of Incorporation or Bylaws, the vote of
the Company’s stockholders or disinterested directors, other
agreements or otherwise, both as to action in the Indemnitee’s
official capacity and to action in another capacity while occupying his
position as a director or officer of the Company, and the
Indemnitee’s rights hereunder shall continue after the
Indemnitee has ceased acting as a director or officer of the Company
and shall inure to the benefit of the heirs, executors and
administrators of the
Indemnitee.


11.    General
Provisions.


11.1    Interpretation of
Agreement.    It is understood that the parties hereto intend
this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of expenses to the Indemnitee to the
fullest extent now or hereafter permitted by law, except as expressly
limited
herein.

11.2    Severability.    If any
provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, then: (a) the
validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be
invalid, illegal or unenforceable that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired
thereby; and (b) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, all portions of any
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provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable and
to give effect to Section 11.1
hereof.

11.3    Modification and
Waiver.    No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a
continuing
waiver.

11.4    Subrogation.    In the
event of full payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all documents required
and shall do all acts that may be necessary or desirable to secure such
rights and to enable the Company effectively to bring suit to enforce
such
rights.

11.5    Counterparts.    This
Agreement may be executed in counterparts, which shall together
constitute one agreement.

11.6    Successors and
Assigns.    The terms of this Agreement shall bind, and shall
inure to the benefit of, the successors and assigns of the parties
hereto. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, expressly
to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform if no
such succession had taken
place.

11.7    Notice.    All notices,
requests, demands and other communications under this Agreement shall
be in writing and shall be deemed duly given: (a) if delivered by hand
and signed for by the party addressee; or (b) if mailed by certified or
registered mail, with postage prepaid, on the third business day after
the mailing date. Addresses for notice to either party are as shown on
the signature page of this Agreement or as subsequently modified by
written notice.

11.8    Governing
Law.    This Agreement shall be governed exclusively by and
construed according to the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed
entirely within Delaware.

11.9    Consent to
Jurisdiction.    The Company and the Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of
New York for all purposes in connection with any action or proceeding
which arises out of or relates to this
Agreement.

11.10    Attorneys'
Fees.    In the event Indemnitee is required to bring any
action to enforce rights under this Agreement (including, without
limitation, the expenses of any Proceeding described in Section 4), the
Indemnitee shall be entitled to all reasonable fees and expenses in
bringing and pursuing such action, unless a court of competent
jurisdiction finds each of the material claims of the Indemnitee in any
such action was frivolous and not made in good faith.

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IN WITNESS WHEREOF, the parties hereto have
entered into this Indemnity Agreement effective as of the date first
written
above.





				
	SONA
MOBILE HOLDINGS,
CORP.			INDEMNITEE:
	By:
                   
                                                			                    
                                           
           
	Name:
                                                               			Name:
                                                   
           
	Title:
                                                                			 
	Address:
                                                           

    
                                                           
           
    
                                                           
           			Address:
                                               
           
    
                                                           
           
    
                                                           
           
	






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