Exhibit 10.28
                                                  Form of Subscription Agreement
                                                     Used for Private Placements

THE SECURITIES  BEING  SUBSCRIBED TO HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR  WITH  ANY
SECURITIES  REGULATORY  AUTHORITY  OF ANY  JURISDICTION.  THESE  SECURITIES  ARE
OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF
FEDERAL AND STATE SECURITIES LAWS.


                               WINWIN GAMING, INC.

                       REGULATION D SUBSCRIPTION AGREEMENT
                             (Domestic Subscribers)


Dated:
       -----------------------

--------------------------------------------------------------------------------

Name and Address of Subscriber          Amount of Investment

------------------------------
                                        Aggregate Price $
------------------------------                            ----------------------
                                        Per Share Price $
------------------------------                            ----------------------
                                        Number of Units Purchased

                                        ----------------------------------------

--------------------------------------------------------------------------------


            REGULATION D SUBSCRIPTION AGREEMENT,  dated as of the date specified
above,  by  and  between  WINWIN  GAMING,  INC.,  a  Delaware  corporation  (the
"Company"), and the Subscriber subscriber (the "Subscriber").

                                   BACKGROUND

            The Company is seeking to raise  capital  through an  offering  (the
"Offering") to accredited investors of units (each a "Unit"). Each Unit consists
of one share of the Company's  Common Stock,  $0.01 par value per share ("Common
Stock") and a three-year  warrant to purchase one share of the Company's  Common
Stock at an exercise  price equal to the Per Share  Price  specified  above (the
"Per Share Price").  The Subscriber desires to subscribe for the number of Units
specified in the box above (the "Units").

            NOW, THEREFORE,  in consideration of the premises and the respective
promises hereinafter set forth, the parties hereto hereby agree as follows:

1.  SUBSCRIPTION.  The Subscriber hereby executes and delivers this Subscription
Agreement  (the  "Subscription  Agreement")  and  subscribes  for and  agrees to
purchase  the  number  of Units of listed  in the box  above  under the  caption
"Number of Units Purchased", at a purchase price per Unit equal to the Per Share
Price for an aggregate  subscription price equal to the amount listed in the box
above under the caption "Aggregate Price" and encloses a check payable to WinWin
Gaming  for such  Aggregate  Amount  all in  accordance  with the  terms of this
Subscription Agreement.


<PAGE>

2.  SUBSCRIPTION  INSTRUMENTS.  The  Subscriber is delivering to the Company the
following  instruments  with respect to the Units(such  instruments  hereinafter
collectively referred to as the "Subscription  Instruments"),  all of which have
been duly completed and executed by the Subscriber:

      (a)   A check in the Aggregate Amount payable to WinWin Gaming, Inc.;

      (b)   One copy of this Subscription Agreement; and

      (c)   One copy of the investor questionnaire.

3.  ACCEPTANCE OR REJECTION OF  SUBSCRIPTION.  The  Subscriber  understands  and
agrees that:

      (a) The Company  reserves  the right to reject this  subscription  for the
Units, in whole or in part, and at any time prior to acceptance;

      (b)  If  this  subscription  is  rejected  the  Subscription  Instruments,
including  the  check  enclosed  herewith,  will  be  promptly  returned  to the
Subscriber and this Subscription Agreement shall have no force or effect;

      (c) There is no  minimum  number  of Units  being  sold in this  offering.
Therefore,  the  Subscriber  is  investing  in Units  without  assurance  of any
additional investors whatsoever; and

      (d) The Units  being  offered  hereby  are being  offered  and sold by the
Company which will receive the proceeds from the sale of the Units.

4. REPRESENTATIONS AND WARRANTIES.  In connection with the Subscriber's purchase
of Units, the Subscriber hereby represents and warrants as follows:

      (a) The Subscriber  understands  the business in which the Company will be
engaged and has such knowledge and experience in financial and business  matters
that  he,  she or it is  capable  of  evaluating  the  merits  and  risks  of an
investment  in the  Company  and making an  informed  investment  decision  with
respect thereto. The Subscriber has obtained sufficient  information to evaluate
the merits and risks of the investment and to make such a decision.

      (b) The Subscriber is an "Accredited Investor" (as such term is defined in
Rule 501(a) of Regulation D of the Securities Act of 1933) and has completed the
investor  questionnaire  provided  by the  Company,  certifies  the  information
contained  therein and has signed and delivered such  questionnaire  back to the
Company and understands that the Company will rely on it in selling Units to the
Subscriber pursuant to this Agreement.

      (c) The Subscriber  has had access to all documents,  records and books of
the Company pertaining to this investment. Additionally, the Subscriber has been
provided the  opportunity  to ask questions and receive  answers  concerning the
terms and  conditions of the offering and to obtain any  additional  information
which the Company  possesses,  or can  acquire  without  unreasonable  effort or
expense, that is relevant to the Subscriber's investment decision.

      (d)   The Subscriber

            (i)   has adequate means of providing for the  Subscriber's  current
                  needs and  possible  personal  contingencies  and those of the
                  Subscriber's family, if applicable,  in the same manner as the
                  Subscriber would have been able to provide prior to making the
                  investment in the Units,

            (ii)  has no need for liquidity in this investment,

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<PAGE>

            (iii) is aware of and able to bear the risks of the  investment  for
                  an indefinite period of time ,and

            (iv)  presently,  based on existing conditions,  is able to afford a
                  complete loss of such investment.

      (e) The Subscriber has obtained copies of the reports filed by the Company
with the Securities and Exchange  Commission (the "SEC") since the filing of the
Company's last annual report on Form 10-KSB (the "SEC  Filings"),  including the
Company's most recently filed  quarterly and current  reports filed with the SEC
and has carefully reviewed all of the information  contained in the SEC Filings,
including the risk factors  contained in such reports and fully  understands all
of the disclosure contained therein. The Subscriber  recognizes that the Company
has limited  financial or operating  history and that the Units as an investment
involve significant risks.

      (f) The Subscriber understands that the Units are "restricted  securities"
as that term is defined pursuant to Rule 144 of the Securities Act, and have not
been registered  under the Securities Act or under certain state securities laws
in reliance upon exemptions  therefrom for nonpublic  offerings.  The Subscriber
understands that the Units must be held indefinitely  unless the sale thereof is
subsequently registered under the Act and under certain state securities laws or
an exemption or exemptions from such registration are available.

      (g) The Units are being purchased solely for the Subscriber's  account for
investment and not for the account of any other person and not with a view to or
for  distribution,  assignment  or resale in  connection  with any  distribution
within the meaning of the  Securities  Act,  and no other person has a direct or
indirect beneficial  interest in such Units. The Subscriber  represents that the
Subscriber has no agreement, understanding, commitment or other arrangement with
any person and no present intention to sell, transfer or assign any Units.

      (h) The  Subscriber  agrees not to sell or  otherwise  transfer  the Units
unless  they  are  registered  under  the Act and  under  any  applicable  state
securities  laws,  or an  exemption or  exemptions  from such  registration  are
available.

      (i) The Subscriber, if a corporation,  partnership, trust or other entity,
is  authorized  and otherwise  duly  qualified to purchase and hold Units and to
enter into this  Subscription  Agreement and such entity has not been formed for
the specific  purpose of acquiring Units in the Company unless all of its equity
owners qualify as accredited individual investors.

      (j) All  information  which the  Subscriber  has  provided  to the Company
concerning the Subscriber,  the Subscriber's financial position and knowledge of
financial and business matters,  or, in the case of a corporation,  partnership,
trust or other  entity,  concerning  such  knowledge  of the  person  making the
investment  decision  on  behalf  of  such  entity,  including  all  information
contained in this Subscription Agreement, is correct and complete as of the date
set forth on the  signature  page  hereof,  and if there  should be any  adverse
change  in such  information  prior  to the  subscription  being  accepted,  the
Subscriber will immediately provide the Company with such information.

5.  INDEMNIFICATION.  The  Subscriber  agrees to indemnify and hold harmless the
Company  from and against all  liability,  damage,  losses,  costs and  expenses
(including  reasonable  attorneys' fees and court costs) which they may incur by
reason  of  any  breach  of  the  representations  and  warranties  made  by the
Subscriber herein, or in any document provided by the Subscriber to the Company.

6. MARKET STANDOFF PROVISION. The Subscriber hereby agrees that, if so requested
by  the  Company  or  any  representative  of the  underwriters  (the  "Managing
Underwriter")  in  connection  with  any  registration  of the  offering  of any
securities of the Company under the  Securities  Act, the  Subscriber  shall not
sell or otherwise  transfer any  Securities  or other  securities of the Company
during the 180-day  period (or such other  period as may be requested in writing
by the  Managing  Underwriter  and  agreed to in writing  by the  Company)  (the

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<PAGE>

"Market  Standoff  Period")  following  the  effective  date  of a  registration
statement of the Company filed under the Securities  Act. The Company may impose
stop-transfer  instructions with respect to Securities  subject to the foregoing
restrictions until the end of such Market Standoff Period.

7. ADDITIONAL  ACTION.  The Subscriber  shall,  upon the request of the Company,
from time to time,  execute and deliver  promptly to the Company all instruments
and  documents of further  assurances  or otherwise and will do any and all such
acts and things as may be reasonably  required to carry out the  obligations  of
the Subscriber hereunder and to consummate the transactions contemplated hereby.

8. MISCELLANEOUS.

      (a) The  Subscriber  agrees not to transfer  or assign  this  Subscription
Agreement,  or any of the Subscriber's  interest herein, and further agrees that
the transfer or assignment of the Units acquired  pursuant  hereto shall be made
only in accordance with all applicable laws.

      (b) The Subscriber  agrees that subject to any  applicable  state law, the
Subscriber may not cancel,  terminate or revoke this  Subscription  Agreement or
any  agreement  of the  Subscriber  made  hereunder  and that this  Subscription
Agreement  shall  survive  the  acceptance  hereof by the Company as well as the
death or disability of the Subscriber and shall be binding upon the Subscriber's
heirs, executors, administrators, successors and assigns.

      (c) This Subscription Agreement constitutes the entire agreement among the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by all parties hereto.

      (d) All notices  provided for in this Agreement shall be in writing signed
by the party giving such notice,  and delivered  personally or sent by overnight
courier or messenger or sent by registered  or certified  mail,  return  receipt
requested,  or by telex,  facsimile  transmission,  telegram or similar means of
communication if confirmed by mail to the Company at its current address or such
other address as may be specified in the  Company's  reports that are filed from
time to time with the SEC and to the  Subscriber at its address as it appears on
the books  and  records  of the  Company.  Notices  shall be deemed to have been
received on the date of personal delivery or facsimile,  or if sent by certified
or registered mail, return receipt requested, shall be deemed to be delivered on
the third  business  day after the date of mailing.  A copy of any notice  shall
also be  delivered  to the  Company's  counsel,  Thelen Reid & Priest  LLP,  701
Pennsylvania Avenue, N.W., Washington, DC 20004, Attention: Louis A. Bevilacqua,
Esq., Facsimile: (202) 654-1804.

      (e) Governing Law; Venue.

            (i)   This  Agreement  shall be enforced,  governed and construed in
                  accordance  with  the laws of the  State  of New York  without
                  giving effect to choice of laws principles or conflict of laws
                  provisions thereof.

            (ii)  In the event of any  dispute or  difference  arising out of or
                  relating to this Agreement (the "Dispute"), the parties hereto
                  shall use their best efforts to settle such  Dispute.  To this
                  end, the parties shall consult and negotiate  with each other,
                  in good faith and understanding of their mutual interests,  to
                  reach  a just  and  equitable  solution  satisfactory  to both
                  parties.  If they do not reach such a solution within a period
                  of thirty (30) days,  either party may then by written  notice
                  to the other (the "Notice of Arbitration")  submit the dispute
                  to final and binding  arbitration  in the State of New York in
                  accordance  with the  International  Arbitration  Rules of the
                  American  Arbitration  Association  (AAA). The Company and the
                  Subscriber   expressly   consent  and  agree  to   arbitration
                  hereunder.  Within seven (7) days after  receipt of the Notice

                                       4
<PAGE>

                  of  Arbitration,  the Company  shall  nominate  and appoint an
                  arbitrator (the "First  Arbitrator")  and the Subscriber shall
                  nominate and appoint an arbitrator (the "Second  Arbitrator").
                  Within  seven  (7) days  after  the  appointment  of the First
                  Arbitrator  and the  Second  Arbitrator,  the two  arbitrators
                  shall appoint a third arbitrator (the "Third Arbitrator"), or,
                  if the first two  arbitrators  cannot agree on the appointment
                  of the third,  the Third  Arbitrator  shall be selected by the
                  AAA.  If either  party  fails or refuses to appoint  the First
                  Arbitrator or the Second Arbitrator within the specified time,
                  the arbitrator  appointed by the other party shall be the sole
                  arbitrator   for  purposes  of  resolving  the  Dispute.   The
                  arbitrators or the sole arbitrator,  as the case may be, shall
                  resolve  the  Dispute  and render an award  within one hundred
                  eighty (180) days after receipt of the Notice of  Arbitration.
                  Judgment  upon the award may be entered,  or  application  for
                  judicial  acceptance or confirmation of the award may be made,
                  in any competent  court having  jurisdiction  thereof.  In the
                  event of any Dispute,  the parties  shall  continue to perform
                  their respective  obligations  under this Agreement during the
                  pendency  of  arbitration  proceedings  unless  and  until the
                  arbitration panel otherwise orders.

            (iii) The  parties  hereby  irrevocably  consent  and  submit to the
                  jurisdiction  of the state and federal  courts  located in the
                  State of New York for all purposes,  including the enforcement
                  of a  judgment  of an  arbitration  award  resulting  from any
                  arbitration pursuant hereto.

            (iv)  Subscriber hereby waives, and agrees not to assert against the
                  Company,  or any successor assignee thereof, by way of motion,
                  as a  defense,  or  otherwise,  in any such  suit,  action  or
                  proceeding,   (i)  any  claim  that  the   Subscriber  is  not
                  personally  subject  to the  jurisdiction  of the  above-named
                  courts or to an arbitration proceeding hereunder,  and (ii) to
                  the extent  permitted by  applicable  law, any claim that such
                  arbitration   proceeding   or   proceeding   relating  to  the
                  enforcement  of an  arbitration  award  is in an  inconvenient
                  forum or that the venue of any such  proceeding is improper or
                  that this  Agreement may not be enforced in or by  arbitration
                  or that judgment upon an arbitration  award may not be entered
                  in any such courts.

                            [signature page follows]


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<PAGE>


                            SUBSCRIBER SIGNATURE PAGE

      IN  WITNESS  WHEREOF,  the  Subscriber  has  executed  this  Regulation  D
Subscription Agreement as of the date first above written.

                                For Individuals:


                                ---------------------------------
                                Print Name Above

                                ---------------------------------
                                Sign Name Above


                                For Entities:



                                Print Name of Entity Above


                                By:   _______________________________
                                      Name:
                                      Title:




                                       6
<PAGE>


                               WINWIN GAMING, INC.
                             SUBSCRIPTION ACCEPTANCE

            IN WITNESS WHEREOF, the undersigned,  intending to be legally bound,
hereby  accepts the  subscription  by to purchase  Units in accordance  with the
terms  of the  foregoing  Subscription  Agreement  as of the  date  first  above
written.


                                WINWIN GAMING, INC.



                                By:
                                   ---------------------------------
                                Its:
                                     --------------------------------












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