Exhibit 10.32
                                        Form of Restricted Stock Grant Agreement

                               WINWIN GAMING, INC.

                                 2003 STOCK PLAN

                                 NOTICE OF GRANT

Capitalized  but  otherwise  undefined  terms in this  Notice  of Grant  and the
attached  Restricted  Share Grant Agreement shall have the same defined meanings
as in the 2003 Stock Plan.

Name:                               Address:

You have been granted  Restricted  Shares subject to the terms and conditions of
the Plan and the attached Restricted Share Grant Agreement, as follows:

      Date of Grant:
                                          ------------------------

      Vesting Commencement Date:
                                    ------------------------

      Purchase Price per
      Restricted Share:             $ [Must be at least $0.01 per share]
                                      ----------------------------------

      Total Number of Restricted
      Shares Granted:
                                    ------------------------

      Total Purchase Price:               $
                                           -----------------------

Vesting Schedule:

The  Restricted  Shares  shall vest and no longer be subject to  forefeiture  in
accordance with the following schedule:







<PAGE>


                               WINWIN GAMING, INC.

                                2003 STOCK PLAN

                       RESTRICTED SHARE GRANT AGREEMENT



      This RESTRICTED SHARE GRANT AGREEMENT  ("Agreement"),  dated as of the ___
day of ________,  2003 is made by and between  WINWIN  GAMING,  INC., a Delaware
corporation (the "Corporation"),  and ___________________  (the "Grantee," which
term as used herein  shall be deemed to include any  successor to the Grantee by
will or by the laws of  descent  and  distribution,  unless  the  context  shall
otherwise require).

                                   BACKGROUND

      Pursuant  to  the  Corporation's   2003  Stock  Plan  (the  "Plan"),   the
Corporation,  acting  through  the  Committee  of the Board of  Directors  (if a
committee  has been  formed  to  administer  the  Plan) or its  entire  Board of
Directors (if no such committee has been formed)  responsible for  administering
the Plan (in either case,  referred to herein as the "Committee"),  approved the
issuance to the Grantee,  effective as of the date set forth above,  of an award
of the number of  Restricted  Shares as is set forth in the  attached  Notice of
Grant  (which is  expressly  incorporated  herein  and made a part  hereof,  the
"Notice of Grant") at the purchase  price per  Restricted  Share (the  "Purchase
Price") set forth in the attached Notice of Grant, upon the terms and conditions
hereinafter set forth.

      NOW,  THEREFORE,  in consideration of the mutual premises and undertakings
hereinafter set forth, the parties hereto agree as follows:

1. Grant of Restricted  Shares.  The Corporation  hereby grants to Grantee,  and
Grantee hereby  accepts the number of Restricted  Shares set forth in the Notice
of Grant,  subject to the payment by the Grantee of the total purchase price set
forth in the  Notice of Grant.  The  certificates  representing  the  Restricted
Shares  hereunder shall be held in escrow by the Secretary of the Corporation as
provided in Section 7 hereof.

2.  Stockholder  Rights.  Until  such time as all or any part of the  Restricted
Shares are forfeited to the Corporation under this Agreement,  if ever,  Grantee
(or any successor in interest) shall have the rights of a stockholder (including
voting rights) with respect to the Restricted  Shares,  including the Restricted
Shares  held in escrow  under  Section  7,  subject,  however,  to the  transfer
restrictions of Section 3.

3. Vesting of Restricted Shares.

      (a) The  Restricted  Shares shall be restricted  and subject to forfeiture
pursuant to Section 4 until vested  pursuant to this Section 3 or Section  6(b).
The Restricted Shares shall vest, and no longer be subject to forfeiture,  (such
Restricted  Shares  becoming  "Vested  Shares") in  accordance  with the vesting
schedule set forth in the Notice of Grant. All Restricted  Shares which have not
become  Vested  Shares  are  hereinafter  sometimes  referred  to as  "Nonvested
Shares."

      (b) The Grantee  acknowledges that the vesting of the foregoing Restricted
Shares may create significant income tax liability to the Grantee.

      (c) Nonvested Shares may not be sold, transferred,  assigned,  pledged, or
otherwise disposed of, directly or indirectly.

4.  Forfeiture  of  Nonvested  Shares.  At  such  time  as  Grantee's   Business
Relationship with the Corporation ceases for any reason,  including death, then,
in such event,  any  Nonvested  Shares shall be  automatically  forfeited to the
Corporation,  subject to the re-payment by the Corporation of the total purchase
price specified in the Notice of Grant.


                                       2
<PAGE>

5. Legend.  All stock  certificates  evidencing  the  Nonvested  Shares shall be
imprinted with a legend substantially as follows:

            "THE SHARES OF STOCK  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            RESTRICTIONS  AGAINST  TRANSFER  AND  FORFEITURE,  AS SET FORTH IN A
            RESTRICTED  STOCK GRANT AGREEMENT  DATED [INSERT DATE].  TRANSFER OF
            THESE SHARES MAY BE MADE ONLY IN COMPLIANCE  WITH THE  PROVISIONS OF
            SAID AGREEMENT,  A COPY OF WHICH IS ON FILE AT THE PRINCIPAL  OFFICE
            OF THE CORPORATION."

6. Recapitalizations, Exchanges, Mergers, Etc.

      (a) The  provisions of this  Agreement  shall apply to the full extent set
forth  herein  with  respect  to any and all  shares  of  capital  stock  of the
Corporation or successor of the  Corporation  which may be issued in respect of,
in exchange for, or in substitution  for the Restricted  Shares by reason of any
stock   dividend,   split,   reverse   split,   combination,   recapitalization,
reclassification,  merger,  consolidation  or otherwise which does not terminate
this  Agreement.  Except as otherwise  provided  herein,  this  Agreement is not
intended to confer upon any other person except the parties hereto any rights or
remedies hereunder.

      (b) In the event that the Corporation effects a Corporate Transaction, the
Board of Directors may take any one or more of the actions  specified in Section
17 of the Plan

7. Escrow for the Restricted Shares.

      (a) Upon issuance,  the  certificates  for the Restricted  Shares shall be
deposited  in escrow  with the  Corporation  to be held in  accordance  with the
provisions of this Section 7. Each deposited certificate shall be accompanied by
a  duly  executed  stock  transfer  power  executed  in  blank.   The  deposited
certificates,  together  with any other assets or  securities  from time to time
deposited with the Corporation  pursuant to the  requirements of this Agreement,
shall  remain in escrow until such time or times as the  certificates  (or other
assets  and  securities)  are  to  be  released  or  otherwise  surrendered  for
cancellation in accordance with Section 7(c) below.

      (b) Any cash  dividends on the Restricted  Shares (or other  securities at
the time  held in  escrow)  shall be held in  escrow.  In the event of any stock
dividend,  stock  split,   recapitalization,   or  other  change  affecting  the
Corporation's  outstanding  Common Stock as a class effected  without receipt of
consideration,  any new, substituted, or additional securities or other property
which is by reason of such event  distributed  with  respect  to the  Restricted
Shares shall be  immediately  delivered to the  Corporation to be held in escrow
under this  Section 7, but only to the extent the  Restricted  Shares are at the
time subject to the escrow requirements of Section 7(a).


      (c) The  Restricted  Shares,  together with any other assets or securities
held in escrow hereunder, shall be subject to the following terms and conditions
relating to their release from escrow or their  surrender to the Corporation for
cancellation:

            (i) Should any  Restricted  Shares be forfeited to the  Corporation,
then the escrowed  certificates  for such Restricted  Shares  (together with any
other assets or securities  issued with respect  thereto)  shall be delivered to
the  Corporation for  cancellation,  and Grantee shall cease to have any further
rights or claims  with  respect to such  Restricted  Shares (or other  assets or
securities).

            (ii) Prior to the interest of Grantee in the  Restricted  Shares (or
any  other  assets  or  securities  issued  with  respect  thereto)  vesting  in
accordance with the provisions of Section 3 or 6(b), the  certificates  for such
Nonvested  Shares (as well as all other assets and  securities)  shall remain in
escrow.

                                       3
<PAGE>

            (iii)  Subsequent to such vesting,  the certificates for such Vested
Shares (as well as all other  vested  assets and  securities)  shall be released
from escrow and delivered to the Grantee upon the request of Grantee.

8. No Employment  Contract Created.  The issuance of the Restricted Shares shall
not be construed as granting to Grantee any right with respect to continuance of
employment or any other Business  Relationship  by the Corporation or any of its
subsidiaries.  The  right  of the  Corporation  or any  of its  subsidiaries  to
terminate at will Grantee's employment or terminate a Business Relationship with
the Grantee at any time (whether by dismissal,  discharge or otherwise), with or
without cause, is specifically reserved, subject to any other written employment
or other agreement to which the Corporation and Grantee may be a party.

9. Section  83(b)  Election.  Grantee  understands  that under Section 83 of the
Internal  Revenue Code of 1986, as amended (the "Code"),  the excess of the fair
market value of the Restricted  Shares on the date any  forfeiture  restrictions
applicable to such Restricted Shares lapse over the purchase price paid for such
Restricted  Shares will be reportable as ordinary  income at that time.  Grantee
understands,  however,  that  Grantee  may  elect  to be  taxed  at the time the
Restricted  Shares  are  acquired  hereunder,  rather  than  when  and  as  such
Restricted Shares cease to be subject to such forfeiture restrictions, by filing
an election  under Section 83(b) of the Code with the Internal  Revenue  Service
within thirty (30) days after the date of this Agreement.  GRANTEE  ACKNOWLEDGES
THAT IT IS GRANTEE'S SOLE RESPONSIBILITY,  AND NOT THE CORPORATION'S,  TO FILE A
TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR
ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE'S BEHALF.

10. Tax Witholding. The Corporation shall be entitled to withhold from Grantee's
compensation  any amounts  necessary to satisfy  applicable tax withholding with
respect to the grant and vesting of the Restricted Shares.

11. Interpretation. The Restricted Shares are being issued pursuant to the terms
of the Plan, and shall in all respects be  interpreted in accordance  therewith.
The Board of Directors shall interpret and construe this Agreement and the Plan,
and any action, decision,  interpretation or determination made in good faith by
the  Board of  Directors  shall be final  and  binding  on the  Corporation  and
Grantee.

12. Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if (i) personally delivered or sent
by telecopy, (ii) sent by nationally-recognized  overnight courier or (iii) sent
by registered or certified  mail,  postage  prepaid,  return receipt  requested,
addressed as follows:

      if to the Grantee,  to the address (or  telecopy  number) set forth on the
Notice of Grant; and


                                       4
<PAGE>

      if to the Corporation, to:

      WinWin Gaming, Inc.
      2804 Whispering Wind Drive
      Las Vegas, Nevada  89117
      Facsimile: 702-233-4189
      Attention: Corporate Secretary
      (Or, if different,  the address  indicated as the principal address of the
      Corporation  in the most recent report filed by the  Corporation  with the
      Securities and Exchange Commission)

      with a copy (which shall not constitute notice) to:

      Louis A. Bevilacqua, Esq.
      Thelen Reid & Priest LLP
      701 Pennsylvania Avenue, NW
      Washington, DC  20004
      Facsimile: 202-654-1804

      or to such other  address  as the party to whom  notice is to be given may
have  furnished to the other party in writing in accordance  herewith.  Any such
communication  shall  be  deemed  to have  been  given  (i) when  delivered,  if
personally  delivered,  or when  telecopied,  if  telecopied,  (ii) on the first
Business   Day   (as   hereinafter   defined)   after   dispatch,   if  sent  by
nationally-recognized  overnight  courier  and (iii) on the third  Business  Day
following the date on which the piece of mail containing such  communication  is
posted, if sent by mail. As used herein,  "Business Day" means a day that is not
a Saturday,  Sunday or a day on which banking  institutions in the city to which
the notice or communication is to be sent are not required to be open.

13. Specific Performance.  Grantee expressly agrees that the Corporation will be
irreparably  damaged if the  provisions  of this  Agreement and the Plan are not
specifically  enforced.  Upon a  breach  or  threatened  breach  of  the  terms,
covenants  and/or  conditions of this Agreement or the Plan by the Grantee,  the
Corporation shall, in addition to all other remedies, be entitled to a temporary
or permanent  injunction,  without showing any actual damage,  and/or decree for
specific performance,  in accordance with the provisions hereof and thereof. The
Board of Directors  shall have the power to determine what  constitutes a breach
or  threatened  breach of this  Agreement or the Plan.  Any such  determinations
shall be final and conclusive and binding upon the Grantee.

14. No Waiver.  No waiver of any breach or condition of this Agreement  shall be
deemed to be a waiver of any other or subsequent breach or condition, whether of
like or different nature.

15. Grantee  Undertaking.  The Grantee hereby agrees to take whatever additional
actions and execute  whatever  additional  documents the  Corporation may in its
reasonable  judgment deem necessary or advisable in order to carry out or effect
one or more of the obligations or restrictions  imposed on the Grantee  pursuant
to the express provisions of this Agreement.

16.   Modification  of  Rights.  The  rights  of  the  Grantee  are  subject  to
modification and termination in certain events as provided in this Agreement and
the Plan.

17.  Governing  Law.  This  Agreement  shall be governed  by, and  construed  in
accordance with, the laws of the State of Delaware  applicable to contracts made
and to be wholly  performed  therein,  without giving effect to its conflicts of
laws principles.

18. Counterparts;  Facsimile Execution. This Agreement may be executed in one or
more counterparts,  each of which shall be deemed to be an original,  but all of
which together shall constitute one and the same instrument. Facsimile execution
and  delivery  of this  Agreement  is legal,  valid and  binding  execution  and
delivery for all purposes.


                                       5
<PAGE>

19. Entire  Agreement.  This  Agreement  (including the Notice of Grant) and the
Plan,  constitute the entire  agreement  between the parties with respect to the
subject   matter  hereof,   and  supersede  all   previously   written  or  oral
negotiations, commitments, representations and agreements with respect thereto.

20.  Severability.  In the event one or more of the provisions of this Agreement
should,  for any reason, be held to be invalid,  illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any
other provisions of this Agreement,  and this Agreement shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
herein.

21.  WAIVER  OF JURY  TRIAL.  THE  GRANTEE  HEREBY  EXPRESSLY,  IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.


                            [signature page follows]







                                       6
<PAGE>



      IN WITNESS WHEREOF, the parties hereto have executed this Restricted Share
Grant Agreement as of the date first written above.

                              WINWIN GAMING, INC.


                              By:
                                 ---------------------------------
                                 Name:
                                 Title:


                              Grantee:


                              ------------------------------
                              Name:


                                       7
<PAGE>


                          SPOUSE'S CONSENT TO AGREEMENT

I  acknowledge  that I have  read the  Restricted  Share  Grant  Agreement  (the
"Agreement")  by and between  WinWin  Gaming,  Inc. (the  "Corporation")  and my
spouse  concerning  the  Common  Stock of the  Corporation,  and that I know its
contents.  I am aware  that my spouse has agreed  therein to the  imposition  of
certain forfeiture  provisions and restrictions on transferability  with respect
to the Restricted  Shares that are the subject of the Agreement,  including with
respect to my community  interest therein,  if any, on the occurrence of certain
events  described  in the  Agreement.  I hereby  consent  to and  approve of the
provisions  of the  Agreement,  and agree that I will abide by the Agreement and
bequeath any  interest in the  Restricted  Shares  which  represents a community
interest of mine to my spouse or to a trust  subject to my  spouse's  control or
for my spouse's benefit or the benefit of our children if I predecease him.



Dated:
        -----------------           ------------------------------------
                                    Sign Above



                                    Print Name Above