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                                 Exhibit 10.12

                               FortuNet(R), Inc.

Tel.  (702)-796-9090                            2950 Highland Dr.
Fax. (702)-796-9069                             Las Vegas, NV 89109
E-mail. FortuNet.com                            Nevada Lic. 14463-01
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                                January 20, 2006

Mr. Arthur Schleifer
330 Beacon St., Unit C-185
Boston, Massachusetts  02116

Dear Mr. Schleifer:

      We are very pleased that you have agreed to serve as a member of the Board
of Directors of FortuNet, Inc. This letter sets forth our understandings
regarding your service and the compensation and benefits you will receive for
serving on the Board. This letter supersedes any prior letter related to your
service on the Board and your compensation and benefits related thereto.

      Based upon the information you have provided, we have determined that you
qualify as an independent director under the applicable Nasdaq National Market
rules. You have agreed to serve on our Audit Committee and Compensation
Committee as an independent director.

      As a director, you are expected to attend all regular and special meetings
of the Board of Directors and any committees to which you are appointed. We
currently anticipate up to six Board meetings per year, although there may be
more if special meetings are called from time to time. In addition, you will be
expected to attend all meetings of the committees of the Board upon which you
serve.

      For your services, FortuNet will pay you $12,000 as an annual retainer;
payable in four equal quarterly installments, and 1,000 shares of restricted
stock. For your service on the Audit Committee, FortuNet will grant you an
additional 250 shares of restricted stock. The stock will also vest in four
equal amounts each quarter. FortuNet will also reimburse you for all travel and
other costs you incur in connection with attending any Board or committee
meeting. The above compensation package will be in effect for the 2006 calendar
year. Compensation for periods after the 2006 calendar year will be as
determined in the future.

      In addition to the above compensation, FortuNet will indemnify you against
claims made as a result of your service on the Board to the fullest extent
permitted under Nevada corporate law. We expect to obtain a directors' and
officers' liability policy with coverage in the amount of $5,000,000, which will
also cover you for shareholder or other claims as provided in the policy.
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                                                          Mr. Arthur Schleifer
                                                              January 20, 2006
                                                                        Page 2



      Again, we are delighted that you have decided to join our Board and we
look forward to working with you as we continue to move FortuNet forward. Please
feel free to contact me if you have any questions.

                                          Sincerely,



                                          Yuri Itkis,
                                          Chairman of the Board