Exhibit 10.29
                                                                 Form of Warrant

THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER THE SECURITIES LAW OF ANY STATE OR OTHER  JURISDICTION.  THESE  SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH,
THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR
TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO
THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH
APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN
OPINION  OF COUNSEL  OR OTHER  EVIDENCE,  IN EITHER  CASE,  SATISFACTORY  TO THE
CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE,
PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE
OR OTHER JURISDICTION.

WC-[__] DATE:

                        WARRANT TO PURCHASE COMMON STOCK
                                       of
                               WINWIN GAMING, INC.

           Void after [INSERT DATE OF THIRD ANNIVERSARY OF ISSUANCE.]

      This  certifies  that,  for  value  received,   [INSERT  NAME  OF  HOLDER]
("Holder") is entitled,  subject to the terms set forth below,  to purchase from
WinWin Gaming, Inc., a Delaware  corporation (the "Company"),  [SPELL OUT NUMBER
OF SHARES  ISSUABLE  UPON  EXERCISE  OF  WARRANT]  ([WRITE IN NUMBER OF SHARES])
shares of the Common Stock of the Company, par value $.01 per share (the "Common
Stock"),  as  constituted  on the date hereof,  upon  surrender  hereof,  at the
principal office of the Company  referred to below,  with the Notice of Exercise
form attached hereto duly executed,  and simultaneous payment therefor in lawful
money of the United States or otherwise as hereinafter provided, at the Exercise
Price as set forth in Section 2 below. The number,  character and Exercise Price
of such shares of Common Stock are subject to adjustment as provided below.  The
term  "Warrant"  as used herein  shall  include  this  Warrant and any  warrants
delivered in substitution or exchange therefor as provided herein.

      1. Term of Warrant.  Subject to the terms and conditions set forth herein,
this  Warrant  shall  be  exercisable,  in whole  or in  part,  during  the term
commencing on the date hereof and ending at 5:00 p.m.,  Eastern Time, on [INSERT
DATE OF THIRD ANNIVERSARY OF ISSUANCE.], and shall be void thereafter.

      2.  Exercise  Price.  The  Exercise  Price at which  this  Warrant  may be
exercised  shall be [SPELL  OUT  EXERCISE  PRICE]  ($[___])  per share of Common
Stock,  as  adjusted  from time to time  pursuant  to  Section  11  hereof  (the
"Exercise Price").

      3. Exercise of Warrant.

      (a) The purchase rights represented by this Warrant are exercisable by the
Holder in whole or in part, but not for more than the number of shares which may
then  constitute  the maximum number  purchasable  (such number being subject to
adjustment as provided in Section 11 below),  at any time, or from time to time,
during the term hereof as described in Section 1 above, by the surrender of this
Warrant and the Notice of Exercise annexed hereto duly completed and executed on
behalf of the  Holder,  at the office of the  Company  (or such other  office or
agency of the Company as it may  designate by notice in writing to the Holder at
the address of the Holder  appearing on the books of the Company),  upon payment
in cash or by check acceptable to the Company.


<PAGE>

      (b) This Warrant shall be deemed to have been exercised  immediately prior
to the close of business on the date of its  surrender  for exercise as provided
above,  and the person  entitled to receive the shares of Common Stock  issuable
upon such exercise  shall be treated for all purposes as the holder of record of
such shares as of the close of business on such date. As promptly as practicable
on or after  such date and in any event  within  ten (10) days  thereafter,  the
Company at its expense shall issue and deliver to the person or persons entitled
to receive the same a certificate  or  certificates  for the number of shares of
Common  Stock  issuable  upon such  exercise.  In the event that this Warrant is
exercised  in part,  the Company at its expense  will  execute and deliver a new
Warrant  of like  tenor  exercisable  for the  number of shares  for which  this
Warrant may then be exercised.

      4. Fractional  Shares or Scrip.  Fractional  shares or scrip  representing
fractional shares shall not be issued upon the exercise of this Warrant.

      5. Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of loss,  theft or  destruction,  on  delivery of an  indemnity
agreement  reasonably  satisfactory  in form and substance to the Company or, in
the case of  mutilation,  on surrender and  cancellation  of this  Warrant,  the
Company at its expense shall execute and deliver, in lieu of this Warrant, a new
warrant of like tenor and amount.

      6. Rights of  Stockholders.  This Warrant  shall not entitle its Holder to
any of the rights of a stockholder of the Company.

      7.  Restrictions  on Transfer.  The Holder of this  Warrant by  acceptance
hereof  agrees that the  transfer of this  Warrant,  the shares of Common  Stock
issuable  upon  the  exercise  of  all or  any  portion  of  this  Warrant  (the
"Securities")  may not  occur  except  in  compliance  with  federal  and  state
securities laws and that the Company may demand an opinion of counsel reasonably
satisfactory  to the Company  indicating that any such transfer does not violate
federal and state securities laws prior to permitting a transfer of this Warrant
or the  Securities.  The Holder shall not Transfer  this Warrant  until the date
that it first becomes  exercisable in accordance with Section 1 hereof unless it
first obtains the written consent of the Company.

      8. Reservation of Stock.  The Company  covenants that during the term this
Warrant is  exercisable,  the  Company  will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant and,  from time to time,  will
take all steps  necessary to amend its certificate of  incorporation  as amended
(the  "Certificate")  to provide  sufficient  reserves of shares of Common Stock
issuable upon exercise of the Warrant.  The Company  further  covenants that all
shares  that may be  issued  upon the  exercise  of rights  represented  by this
Warrant and payment of the Exercise Price, all as set forth herein, will be free
from all taxes,  liens and charges in respect of the issue  thereof  (other than
taxes in  respect  of any  transfer  occurring  contemporaneously  or  otherwise
specified  herein).  The Company  agrees that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
shares of Common Stock upon the exercise of this Warrant.

      9. Notices.

      (a)  Whenever  the  Exercise  Price or number  of  shares of Common  Stock
purchasable  hereunder  shall be  adjusted  pursuant  to Section 11 hereof,  the
Company shall issue a certificate  signed by its Chief Financial Officer setting
forth, in reasonable detail,  the event requiring the adjustment,  the amount of
the  adjustment,  the method by which such  adjustment was  calculated,  and the
Exercise Price and number of shares purchasable hereunder after giving effect to
such  adjustment,  and shall cause a copy of such  certificate  to be mailed (by
first-class mail, postage prepaid) to the Holder of this Warrant.

      (b) In case:

            (i) the  Company  shall  take a record of the  holders of its Common
Stock (or other stock or securities at the time  receivable upon the exercise of
this Warrant) for the purpose of entitling them to receive any dividend or other


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<PAGE>

distribution,  or any right to subscribe  for or purchase any shares of stock of
any class or any other securities, or to receive any other right, or

            (ii)   of  any   capital   reorganization   of  the   Company,   any
reclassification  of the capital  stock of the  Company,  any  consolidation  or
merger of the Company with or into another corporation, or any conveyance of 51%
of the assets of the Company to another corporation, or

            (iii) of any voluntary dissolution, liquidation or winding-up of the
Company,

then,  and in each such case, the Company will mail or cause to be mailed to the
Holder or Holders a notice specifying, as the case may be, (A) the date on which
a record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(B) the  date on which  such  reorganization,  reclassification,  consolidation,
merger, conveyance, dissolution, liquidation or winding-up is to take place, and
the time,  if any is to be fixed,  as of which the  holders  of record of Common
Stock (or such stock or securities at the time  receivable  upon the exercise of
this  Warrant)  shall be entitled to exchange  their  shares of Common Stock (or
such other stock or securities)  for  securities or other  property  deliverable
upon such reorganization,  reclassification,  consolidation, merger, conveyance,
dissolution,  liquidation or winding-up. Such notice shall be mailed at least 15
days prior to the date therein specified.

      (c) All such notices,  advices and communications  shall be deemed to have
been received (i) in the case of personal delivery, on the date of such delivery
and (ii) in the case of mailing, on the third business day following the date of
such mailing.

      10. Amendments.

      (a) Any term of this  Warrant may be amended  with the written  consent of
the Company and the Holder.

      (b) No waivers of, or exceptions  to, any term,  condition or provision of
this Warrant, in any one or more instances,  shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.

      11.  Adjustments.  The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment from time to time as follows:

      (a) Merger,  Sales of Assets,  etc. If at any time while this Warrant,  or
any  portion  thereof,  is  outstanding  and  unexpired  there  shall  be  (i) a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant,  during the period  specified  herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such reorganization,  consolidation, merger, sale or transfer if this
Warrant  had been  exercised  immediately  before such  reorganization,  merger,
consolidation,  sale or transfer,  all subject to further adjustment as provided
in this  Section  11. The  foregoing  provisions  of this  Section  11(a)  shall
similarly apply to successive  reorganizations,  consolidations,  mergers, sales
and transfers and to the stock or securities of any other  corporation  that are
at the time  receivable  upon the  exercise of this  Warrant.  If the  per-share
consideration  payable to the holder  hereof for shares in  connection  with any
such transaction is in a form other than cash or marketable securities, then the


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<PAGE>

value of such  consideration  shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's  Board of Directors)  shall be made in the application of
the  provisions  of this Warrant with respect to the rights and interests of the
Holder after the  transaction,  to the end that the  provisions  of this Warrant
shall be applicable  after that event, as near as reasonably may be, in relation
to any shares or other  property  deliverable  after that event upon exercise of
this Warrant.

      (b) Reclassification, etc. If the Company, at any time while this Warrant,
or any portion hereof,  remains outstanding and unexpired by reclassification of
securities or otherwise, shall change any of the securities as to which purchase
rights  under  this  Warrant  exist  into  the  same or a  different  number  of
securities  of any  other  class  or  classes,  this  Warrant  shall  thereafter
represent  the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the  securities  that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification  or other  change  and the  Exercise  Price  therefor  shall be
appropriately  adjusted,  all subject to further  adjustment as provided in this
Section 11.

      (c) Split,  Subdivision or  Combination  of Shares.  If the Company at any
time  while  this  Warrant,  or any  portion  hereof,  remains  outstanding  and
unexpired shall split,  subdivide or combine the securities as to which purchase
rights under this Warrant  exist,  into a different  number of securities of the
same  class,  (i) the  number  of shares  of  Common  Stock or other  securities
issuable upon the exercise of this Warrant shall be proportionately increased in
the case of a split or subdivision or proportionately decreased in the case of a
combination  and  (ii)  the  Exercise  Price  for  such   securities   shall  be
proportionately   decreased   in  the  case  of  a  split  or   subdivision   or
proportionately increased in the case of a combination.

      (d) Adjustments for Dividends in Stock or Other Securities or Property. If
while this Warrant, or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which  purchase  rights under this Warrant exist
at the time shall have  received,  or, on or after the record date fixed for the
determination of eligible  stockholders,  shall have become entitled to receive,
without  payment  therefor,  other or  additional  stock or other  securities or
property  (other than cash) of the Company by way of dividend,  then and in each
case,  this Warrant  shall  represent  the right to acquire,  in addition to the
number of shares of the security  receivable upon exercise of this Warrant,  and
without  payment of any additional  consideration  therefor,  the amount of such
other or additional  stock or other  securities or property (other than cash) of
the Company that such holder would hold on the date of such exercise had it been
the holder of record of the security receivable upon exercise of this Warrant on
the date  hereof and had  thereafter,  during the period from the date hereof to
and including the date of such  exercise,  retained such shares and/or all other
additional stock available by it as aforesaid during such period,  giving effect
to all  adjustments  called for during  such  period by the  provisions  of this
Section 11.

      (e) Certificate as to Adjustments.  Upon the occurrence of each adjustment
or  readjustment  pursuant to this Section 11, the Company at its expense  shall
promptly  compute such  adjustment or  readjustment in accordance with the terms
hereof and furnish to each Holder of this Warrant a  certificate  setting  forth
such adjustment or readjustment  and showing in detail the facts upon which such
adjustment  or  readjustment  is based.  The  Company  shall,  upon the  written
request,  at any time,  of any such Holder,  furnish or cause to be furnished to
such  Holder  a  like  certificate  setting  forth:  (i)  such  adjustments  and
readjustments;  (ii) the  Exercise  Price at the time in  effect;  and (iii) the
number of shares and the  amount,  if any,  of other  property  that at the time
would be received upon the exercise of the Warrant.

      (f) No Impairment. The Company will not, by any voluntary action, avoid or
seek to avoid the  observance or  performance of any of the terms to be observed
or  performed  hereunder  by the  Company,  but will at all times in good  faith
assist in the carrying out of all the  provisions  of this Section 11 and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against impairment.


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<PAGE>

      12. Miscellaneous.

      (a)  Governing  Law;  Arbitration.  This Warrant  shall be governed by and
construed  according to the laws of the State of New York without  regard to its
conflicts of law principles.  In the event of any dispute or difference  arising
out of or relating to this Warrant (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 Arbitration Rules of the American Arbitration
Association  (AAA).  The Company and the Holder  expressly  consent and agree to
arbitration  hereunder.  Within  seven (7) days  after  receipt of the Notice of
Arbitration,  the Company shall  nominate and appoint an arbitrator  (the "First
Arbitrator")  and the Holder  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.

      (b) References.  Unless the context otherwise requires, any reference to a
"Section"  refers to a section of this Warrant.  Any reference to "this Section"
refers to the whole number section in which such reference is contained.

      IN WITNESS  WHEREOF,  WINWIN  GAMING,  INC.  has caused this Warrant to be
executed by its officers  thereunto  duly  authorized as of the date first above
written.


                                        WINWIN GAMING, INC.



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




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<PAGE>

                               NOTICE OF EXERCISE

TO:   WINWIN GAMING, INC.

      (1) The undersigned hereby elects to purchase _____ shares of Common Stock
of WINWIN  GAMING,  INC.  pursuant  to the  provisions  of  Section  3(a) of the
attached  Warrant,  and tenders  herewith payment of the purchase price for such
shares in full.

      (2) In  exercising  this  Warrant,  the  undersigned  hereby  confirms and
acknowledges  that the shares of Common Stock are being acquired  solely for the
account of the  undersigned  and not as a nominee for any other  party,  and for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares of Common  Stock  except  under  circumstances  that will not
result  in a  violation  of the  Securities  Act of  1933,  as  amended,  or any
applicable state securities laws.

      (3) Please issue a certificate or certificates representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:


                                        ---------------------------
                                        (Name)


                                        ---------------------------
                                        (Name)

      (4) Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:


                                        ---------------------------
                                        (Name)


----------------------------            ---------------------------
(Date)                                  (Signature)




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