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                                 Exhibit 10.10

                              NOTICE OF STOCK GRANT
                                 PURSUANT TO THE
       FORTUNET, INC. 2005 STOCK INCENTIVE PLAN FOR INDEPENDENT DIRECTORS

                            _________________, 20___

To:  ___________________

      Pursuant to the FortuNet, Inc. 2005 Stock Incentive Plan for Independent
Directors (the "Plan"), the non-independent members of the Board of Directors of
FortuNet, Inc. (the "Company") have approved the issuance to you ("Grantee") of
_______________ shares of the Company's common stock (the "Shares"). This grant
of Shares is effective as of the date set forth above (the "Grant Date"). All
capitalized terms not defined herein have the meanings set forth in the Plan.

      The Shares and this letter will in all respects be governed by and
construed in accordance with the terms and conditions of the Plan, as it is
currently in effect and as it may be amended in the future from time to time,
which terms and conditions are incorporated herein by reference and made a part
of this letter.

      In addition to the terms and conditions of the Plan, the Shares will be
subject to the following terms and conditions:

      1. The following percentages of the Shares will vest and become
non-forfeitable provided that Grantee continues to be employed by the Company as
an officer or employee as of the indicated dates:

<TABLE>
<CAPTION>
DATE                                             PERCENTAGE
----                                             ----------
<S>                                              <C>
</TABLE>

Upon Grantee's resignation or removal from the Company's board of directors for
any reason, the unvested portion of the Shares will be forfeited immediately and
will revert to the Company.

      2. Notwithstanding the provisions of Section 1, the Shares will become
fully vested upon the occurrence of a change in control of the Company. For
purposes of this letter, a "change in control" means a change in control of the
Company of a nature that would be required to be reported in response to Item
1(a) of the Current Report on Form 8-K, as in effect as of the date of this
letter, promulgated pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then
subject to the reporting requirements of the Exchange Act.
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      3. The Shares will be fully paid and nonassessable upon their issuance.
Subject to the terms and provisions of Nevada law, Grantee will have all the
rights of a stockholder upon the issuance of the Shares, including the right to
vote the Shares and to receive all dividends or other distributions paid or made
with respect to the Shares, provided that the Shares will be subject to the
restrictions set forth in this letter and the Plan.

      4. This letter is not an employment agreement and will not be construed to
give Grantee the right to remain on the Company's board of directors.

      5. Grantee represents and warrants to the Company that he understands that
Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes
as ordinary income the fair market value of the Shares as of the date any
restrictions on the Shares lapse. In this context, "restriction" means the
restrictions set forth in paragraphs 1 and 4 of this letter. Grantee understands
that he may elect to be taxed on the Grant Date of the Shares rather than when
and as the Shares vest by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within 30 days after the Grant Date. GRANTEE
ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE
TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE. GRANTEE IS URGED TO SEEK
ADVICE FROM HIS OWN INDEPENDENT TAX ADVISORS REGARDING FILING AN ELECTION UNDER
SECTION 83(b) OF THE CODE.

      6. This letter may be assigned or transferred to, and will be binding upon
and will inure to the benefit of, any successor or subsidiary of the Company,
and any such successor or subsidiary will be deemed substituted for all purposes
for the "Company" under the terms of this letter. As used in this letter, the
term "successor" will mean any person, firm, corporation, or business entity
which at any time, whether by merger, purchase, or otherwise, acquires all or
substantially all of the assets, stock or business of the Company. Grantee
acknowledges that the Company has the right to sell, assign, or otherwise
transfer any portion, substantially all or all of the capital stock or assets of
the Company. Grantee acknowledges that the services to be rendered by his to the
Company are unique and personal, and Grantee therefore may not assign any
obligations or responsibilities Grantee has under this letter.

                                          FORTUNET, INC.


                                          By:
                                              -----------------------
                                              Yuri Itkis
                                              Chief Executive Officer


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                                 ACKNOWLEDGEMENT
                                  AND AGREEMENT

      By my signature below, I hereby acknowledge receipt of the Shares granted
on the Grant Date shown above, which have been issued to me under the terms and
conditions of the Plan and this letter. I further acknowledge receipt of a copy
of the Plan and agree to comply with all of the terms and conditions of this
letter and the Plan. I also agree to accept as binding, conclusive and final all
decisions or interpretation of the Compensation Committee of the Company's Board
of Directors upon any questions arising with respect to this grant of Shares.

      I further acknowledge that I have been advised that I may make an election
under Section 83(b) of the Code to be taxed on the fair market value of the
Shares determined as of the Grant Date, rather than as of the date or dates on
which the Shares vests and that I have been advised to consult with my personal
tax and financial advisors regarding the consequences of such an election. I
understand that if I decide to make a Section 83(b) election with respect to the
Shares, I will be subject to income tax at ordinary income tax rates on the fair
market value of the Shares on the Grant Date, and that it is my individual
responsibility to complete and file an election form with the Internal Revenue
Service within 30 days after the Grant Date and to pay all taxes that are due
with respect to the grant to me of the Shares. I UNDERSTAND THAT THE COMPANY
DOES NOT HAVE ANY RESPONSIBILITY FOR MAKING THIS FILING OR PAYING THESE TAXES ON
MY BEHALF.

If I decide not to make a Section 83(b) election, I understand that I will be
subject to income tax at ordinary income tax rates on the fair market value of
the Shares on the date or dates on which the Shares vest. I understand that the
fair market value of the Shares on the date or dates they vests may be
substantially higher than the fair market value of the Shares on the Grant Date
and that, as a result, my income tax liability may be substantially greater than
if I had decided to make a Section 83(b) election. I ACKNOWLEDGE THAT THE
COMPANY DOES NOT HAVE ANY RESPONSIBILITY FOR PAYING THESE TAXES ON MY BEHALF OR
COMPENSATING ME FOR ANY SUCH ADDITIONAL TAX LIABILITY.



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                                             Date:
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