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EXHIBIT
10.3

FORM OF NON-EMPLOYEE RESTRICTED STOCK
AGREEMENT


RESTRCTED STOCK 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
‘‘Director’’).


WHEREAS, the
Corporation desires, in connection with his or her appointment or
election as a director of the Corporation or a Subsidiary (as defined
below), to issue to the Director shares of the Corporation's
common stock, par value $.01 per share (hereinafter called the
‘‘Common Stock’’), 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
Director hereby agree as follows:

1.    Confirmation of
Grant of Restricted shares.    The Corporation hereby
irrevocably grants to Director on the date hereof (the
‘‘Date of Grant’’)
                 shares of Common Stock (hereinafter
called the ‘‘Shares’’), subject to
adjustment as provided in Section 8 hereof. Such issuance shall be
evidenced by the appropriate entry on the books of the duly authorized
transfer agent of the Corporation.

2.    Vesting
Schedule.    The Shares shall vest as
follows:

(i)                 
Shares shall vest immediately on the date hereof
and

(ii)                 
Shares shall vest on the earliest to occur of the following (such date
referred to herein as the Final Vesting Date): (a) the one year
anniversary of the Grant Date, (b) the date of the director’s
death or disability (as defined in Section 22(e) of the Internal
Revenue Code of 1986, as amended (the
‘‘Code’’) and (c) a date of a Vesting Event
(as defined below).

The term ‘‘Vesting
Event’’ shall mean the sale by the Corporation 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.

4.    Term and Rights as
Shareholder.    Except as otherwise provided herein, the
Director will have the right to dividends, the right to vote and all
other rights of a shareholder with respect to the
Shares.

5.    Non-transferability of Shares.    The
unvested Shares may not be sold, transferred, assigned, conveyed,
pledged, hypothecated, mortgaged, encumbered or otherwise disposed of
(whether by operation of law or otherwise). Any assignment, transfer,
pledge, hypothecation or other disposition of the unvested Shares
attempted contrary to the provisions of this Agreement, or any levy of
execution, attachment or other process attempted upon the unvested
Shares, will be null and void and without effect. Any attempt to make
any such assignment, transfer, pledge, hypothecation or other
disposition of the unvested Shares or any attempt to make any such levy
of execution, attachment or other process will cause the Director to
immediately forfeit the unvested Shares and the unvested Shares shall
immediately revert back to the Corporation 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 Director; provided,
however, that any such forfeiture and reversion 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 Director ceases to be a
director of the Corporation or any Subsidiary because of Cause (as
hereinafter defined in subsection (b) of this Section 6), the unvested
Shares will immediately be forfeited and revert back to the
Corporation.








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(b)    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, 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.

7.    Registration and
Legends.

(a)    The Director understands that at the Grant
Date the Shares have not been registered under the Securities Act of
1933, as amended (the ‘‘Securities Act’’).
The Director represents that the Shares are 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. The
certificate or certificates underlying the Shares will bear the
following legends:

‘‘The shares of stock
represented by this certificate are subject to certain restrictions and
obligations stated in and are transferable only upon compliance with
the provisions of an Agreement dated                 
    , 200     between this Corporation and the registered
holder, a copy of which Agreement is on file in the office of the
Secretary of this Corporation.

‘‘The
shares represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the ‘‘Securities
Act’’). The shares have been acquired for investment and
must be held unless they are subsequently registered under the
Securities Act or, in the opinion of counsel to Sona Mobile Holdings
Corp., an exemption from registration under the Securities Act is
available. Any routine sales of the securities which may be made in
reliance upon Rule 144 under the Securities Act, if available, can be
made only in limited amounts in accordance with all of the terms and
conditions of that Rule.’’

8.    In order to
facilitate compliance with the terms hereof, the certificate(s)
representing the unvested Shares (the
‘‘Certificates’’) are being deposited in
escrow with
                                                            ,
as Escrowee, together with stock powers duly endorsed by the Director,
in blank, with the Director’s signature guaranteed thereon by a
bank (the ‘‘Powers’’), and shall be held
and disposed of by Escrowee as follows: (a) upon receipt of written
notice from the Corporation that the unvested Shares have been
forfeited, the Escrowee shall deliver the Certificates and the Powers
to the Corporation; and (b) upon receipt of written notice from the
Corporation that the unvested Shares are no longer subject to the
forfeiture provisions set forth herein, Escrowee shall deliver the
Certificates and the Powers to the Director. The deposit of the
Certificates and the Powers with Escrowee hereunder shall not affect
the Director’s rights as holder and the legal owner of the
unvested Shares. Escrowee shall be under no duty except to receive the
Certificates and the Powers and dispose of same in accordance with the
terms hereof. The Company may redesignate an Escrowee at any time on
notice to the Director.

9.    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 Director
shall be addressed to the Director at the address set forth below the
Director'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 9.

10.    Approval of Counsel.    The
issuance and delivery of the Shares pursuant to this Agreement 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
Director deliver such investment representation or other documents as
such counsel deems necessary or appropriate.








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11.    Limitation of
Action.    The Director 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.

12.    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 Director and all rights granted to the
Corporation under this Agreement will be binding upon the
Director's heirs, legal representatives and
successors.








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





				
	 			SONA
MOBILE HOLDINGS
CORP.
	 			By:                                                                   
	 			Name:
	 			Title:
	 			DIRECTOR:
	 			                                                                       
	 			Name
(Print):                                               
	 			Address: