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                                                                    EXHIBIT 10.5









                                 FORTUNET, INC.
                            2005 STOCK INCENTIVE PLAN
                            FOR INDEPENDENT DIRECTORS


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                                TABLE OF CONTENTS

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ARTICLE I   GENERAL...............................................................................................1
         Section 1.1       Purpose................................................................................1
         Section 1.2       Definitions............................................................................1
         Section 1.3       Administration of the Plan.............................................................2
         Section 1.4       Eligible Persons.......................................................................3
         Section 1.5       Common Stock Subject to the Plan.......................................................3
         Section 1.6       Securities Laws........................................................................3
         Section 1.7       Lock Up................................................................................3
ARTICLE II  PROVISIONS APPLICABLE TO STOCK OPTIONS................................................................4
         Section 2.1       Grants of Stock Options................................................................4
         Section 2.2       Exercise of Stock Options..............................................................4
         Section 2.3       Vesting................................................................................5
ARTICLE III   PROVISIONS APPLICABLE TO RESTRICTED SHARES..........................................................5
         Section 3.1       Grants of Restricted Shares............................................................5
         Section 3.2       Vesting................................................................................6
         Section 3.3       Rights and Restrictions Governing Restricted Shares....................................6
         Section 3.4       Adjustment with Respect to Restricted Shares...........................................6
         Section 3.5       Delivery of Restricted Shares..........................................................6
         Section 3.6       Resignation of Removal from Board......................................................6
ARTICLE IV   EFFECT OF CERTAIN CORPORATE CHANGES..................................................................7
ARTICLE V   MISCELLANEOUS.........................................................................................7
         Section 5.1       No Right to Re-election................................................................7
         Section 5.2       Restriction on Transfer................................................................7
         Section 5.3       Stockholder Rights.....................................................................7
         Section 5.4       No Restriction on Right of Company to Effect Corporate Changes.........................8
         Section 5.5       Exercise Periods Following Termination of Services.....................................8
         Section 5.6       Breach of Agreements...................................................................8
         Section 5.7       Headings...............................................................................8
         Section 5.8       Governing Law..........................................................................8
ARTICLE VI   AMENDMENT AND TERMINATION............................................................................8
ARTICLE VII   EFFECTIVE DATE......................................................................................9
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                                 FORTUNET, INC.
               2005 STOCK INCENTIVE PLAN FOR INDEPENDENT DIRECTORS

                                    ARTICLE I
                                     GENERAL

SECTION 1.1       PURPOSE.

         The purpose of the FortuNet, Inc. 2005 Stock Incentive Plan for
Independent Directors (the "Plan") is to benefit and advance the interests of
FortuNet, Inc., a Nevada corporation (the "Company"), and its subsidiaries by
obtaining and retaining the services of qualified persons to serve as
Independent Directors and to induce them to make a maximum contribution to the
success of the Company and its subsidiaries.

SECTION 1.2       DEFINITIONS.

         As used with respect to the Plan:

         (a) "Agreement" means the written agreement or certificate or other
documentation governing a grant of Stock Options or Restricted Shares under the
Plan, which shall contain terms and conditions not inconsistent with the Plan
and which shall incorporate the Plan by reference.

         (b) "Board" means the Board of Directors of the Company.

         (c) "Common Stock" means the shares of Common Stock, par value $0.001
per share, of the Company.

         (d) "Committee" shall have the meaning set forth in Section 1.3.

         (e) "Company" shall have the meaning set forth in the introductory
paragraph above.

         (f) "Date of Grant" means the effective date of the grant of a Stock
Option or Restricted Shares as set forth in the applicable Agreement.

         (g) "Effective Date" means the effective date of the Plan provided for
in Article VI below.

         (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder, including any
successor law thereto.

         (i) "Fair Market Value" of a share of Common Stock on a given date
shall be the 4:00 p.m. (New York time) closing price on such date on the Nasdaq
National Market, the New York Stock Exchange or other principal stock exchange
on which the Common Stock is then listed, as reported by The Wall Street Journal
or any other authoritative source selected by the



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Company. unless otherwise determined by the Committee in accordance with
applicable regulations if the Common Stock is not listed on an exchange as
provided below

         (j) "Independent Director" means a director who is not an officer or
employee of the Company or its affiliates and who does not have any other
relationship with the Company which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, and who otherwise satisfies the definition of
Independent Director set forth in the Company's Amended and Restated Bylaws.

         (k) "Lock-up Agreement" means any agreement required by any underwriter
of the Company's Common Stock whereby the Participant agrees not to sell, grant
any option or right to buy or sell, or otherwise transfer or dispose of in any
manner, to the public in open market transactions, any Common Stock acquired
upon exercise of a Stock Option or paid with respect to other Awards and held by
such Participant during the Lock-up Period.

         (l) "Lock-up Period" means the period commencing on the effective date
of a registration statement of the Company filed under the Securities Act and
ending on a date not more than 180 days thereafter as determined by the Company
and the underwriter.

         (m) "Participant" means any Independent Director to whom Restricted
Stock or Stock Options have been granted under the Plan.

         (n) "Plan" shall have the meaning set forth in the introductory
paragraph above.

         (o) "Restricted Share" means a share of Common Stock granted to a
Participant, which is subject to restrictions as set forth in the applicable
Agreement and this Plan.

         (p) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder, including any successor law
thereto.

         (q) "Stock Option" means a contractual right granted to a Participant
  under the Plan to purchase shares of Common Stock or other securities at such
  time and price, and subject to the terms and conditions, as are set forth in
  the Plan.

SECTION 1.3       ADMINISTRATION OF THE PLAN.

         The Plan shall be administered by the members of the Board (or a
committee designated by the Board) who are not Independent Directors
("Committee") and such Board or committee members shall determine all questions
of interpretation, administration and application of the Plan. The Committee may
authorize any officer of the Company to execute and deliver a stock or stock
option certificate on behalf of the Company to a Participant.



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SECTION 1.4       ELIGIBLE PERSONS.

         Only Independent Directors will be eligible to receive Stock Options or
Restricted Shares pursuant to the Plan.

SECTION 1.5       COMMON STOCK SUBJECT TO THE PLAN.

         Subject to adjustment in accordance with the provisions of Article IV,
the maximum number of shares of Common Stock that may be issued under the Plan
shall be 100,000 shares. The shares of Common Stock shall be made available from
authorized but unissued Common Stock or from Common Stock issued and held in the
treasury of the Company. Issuance of Restricted Shares or exercise of Stock
Options in any manner shall result in a decrease in the number of shares of
Common Stock that may thereafter be issued for purposes of this Section 1.5, by
the number of Restricted Shares granted and the number of shares as to which the
Stock Options are exercised and shares of Common Stock of Restricted Shares that
have been forfeited or with respect to which Stock Options expire or are
cancelled without being exercised or are otherwise terminated, may be regranted
under the Plan.

SECTION 1.6       SECURITIES LAWS.

         No Restricted Shares shall be granted or Stock Option shall be
exercisable unless either (a) a registration statement under the Securities Act,
as amended, with respect to the Common Stock to be issued thereunder shall have
become, and continue to be, effective, or (b) the Participant shall have: (i)
represented, warranted and agreed, in form and substance satisfactory to the
Company, at the time of acquiring the Restricted Shares or exercising the Stock
Option that he or she is acquiring the shares for his or her own account, for
investment and not acquiring the shares for his or her own account, for
investment and not with a view to or in connection with any distribution, (ii)
shall have agreed to restrictions on transfer in form and substance satisfactory
to the Company and (iii) shall have agreed to an endorsement that makes
appropriate reference to such representations, warranties, agreements and
restrictions on the certificate(s) representing the shares.

RESTRICTED SHARES AND SHARES ISSUED UPON EXERCISE OF A STOCK OPTION WILL BE
SUBJECT TO ALL RESTRICTIONS ON TRANSFER IMPOSED BY THE COMPANY'S AMENDED AND
RESTATED ARTICLES OF INCORPORATION, AS AMENDED, OR AMENDED AND RESTATED BYLAWS,
AS AMENDED, BY STOCKHOLDERS AGREEMENT, OR BY APPLICABLE STATE OR FEDERAL
SECURITIES LAWS.

SECTION 1.7       LOCK-UP.

         If the Company proposes an offering of any of its equity securities
pursuant to a registration statement under the Securities Act (whether for its
own account or the account of others), and if requested in writing by the
Company and an underwriter of the proposed offering of common stock or other
securities of the Company to sign any Lock-Up Agreement, the Participant shall
sign the Lock-Up Agreement upon request of the Company. The Company may




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impose stop-transfer instructions with respect to the securities subject to the
foregoing restrictions until the end of the Lock-Up Period.

                                   ARTICLE II
                     PROVISIONS APPLICABLE TO STOCK OPTIONS

SECTION 2.1       GRANTS OF STOCK OPTIONS.

         The Committee may from time to time grant Stock Options to Independent
Directors on the terms and conditions set forth in the Plan and on such other
terms and conditions as are not inconsistent with the purposes and provisions of
the Plan, as the Committee, in its discretion, may from time to time determine.
Each Agreement covering a grant of Stock Options shall specify the number of
Stock Options granted, the Date of Grant, the exercise price of such Stock
Options, the period during which such Stock Options may be exercised, any
vesting schedule and any other terms that the Committee deems appropriate.

SECTION 2.2       EXERCISE OF STOCK OPTIONS.

         (a) Exercisability. Stock Options shall be exercisable only to the
extent Participant is vested therein. Each Stock Option granted pursuant to the
Plan shall vest according to the schedule established by the Committee and set
forth in the applicable Agreement.

         (b) Option Period.

                  (i) Latest Exercise Date. No Stock Option granted under the
         Plan shall be exercisable after the 10th anniversary of the Date of
         Grant.

                  (ii) Registration Restrictions. Any attempt to exercise a
         Stock Option or to transfer any shares issued upon exercise of a Stock
         Option by any Participant shall be void and of no effect, unless and
         until (A) a registration statement under the Securities Act has been
         duly filed and declared effective pertaining to the shares of Common
         Stock subject to such Stock Option, and the shares of Common Stock
         subject to such Stock Option have been duly qualified under applicable
         federal or state securities or blue sky laws or (B) the Committee, in
         its sole discretion, determines, or the Participant desiring to
         exercise such Stock Options, upon the request of the Committee,
         provides an opinion of counsel satisfactory to the Committee, that such
         registration or qualification is not required as a result of the
         availability of any exemption from registration or qualification under
         such laws. Without limiting the foregoing, if at any time the Committee
         shall determine, in its sole discretion, that the listing, registration
         or qualification of the shares of Common Stock under any federal or
         state law or on any securities exchange or the consent or approval of
         any governmental regulatory body is necessary or desirable as a
         condition of, or in connection with, delivery or purchase of such
         shares pursuant to the exercise of a Stock Option, such Stock Option
         shall not be exercisable in whole or in part unless and until such
         listing, registration, qualification, consent or approval shall have
         been effected or obtained free of any conditions not acceptable to the
         Committee.



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         (c) Exercise in the Event of Termination of Services. If Participant
resigns or is removed as a director of the Company for any reason, Participant
may exercise his or her Stock Options until the first anniversary of the date of
such termination, but only to the extent such Stock Options were vested on the
termination date, subject to earlier expiration of such Stock Options pursuant
to Section 2.2(b)(i). Upon a termination described in this Section 2.2(c),
Participant shall relinquish all rights with respect to Stock Options that are
not vested as of such termination date.

         (d) Payment of Purchase Price Upon Exercise. Every share of Common
Stock purchased through the exercise of a Stock Option shall be paid for in full
on or before the settlement date for the shares of Common Stock issued pursuant
to the exercise of the Stock Option in cash or, in the discretion of the
Committee, in shares of Common Stock or other securities of the Company
designated by the Committee, in a combination of cash, shares or such other
securities or in any other form of valid consideration that is acceptable to the
Committee in its sole discretion. If the Agreement so provides, unless
prohibited by Section 402 of the Sarbanes-Oxley Act of 2002, such exercise price
may also be paid in whole or in part using a net share settlement procedure or
through the withholding of shares subject to the Stock Option with a value equal
to the exercise price. In addition, unless prohibited by Section 402 of the
Sarbanes-Oxley Act of 2002, as amended, in accordance with the rules and
procedures established by the Committee for this purpose, a Stock Option may
also be exercised through a "cashless exercise" procedure, approved by the
Committee, involving a broker or dealer, that affords Participants the
opportunity to sell immediately some or all of the shares underlying the
exercised portion of the Stock Option in order to generate sufficient cash to
pay the exercise price of the Stock Option.

SECTION 2.3       VESTING.

         The Committee shall establish the vesting schedule applicable to Stock
Options granted hereunder, which vesting schedule shall specify the period of
time, the increments in which a Participant shall vest in the Restricted Shares,
subject to any restrictions that the Committee shall determine and specify in
the applicable Agreement.

                                   ARTICLE III
                   PROVISIONS APPLICABLE TO RESTRICTED SHARES

SECTION 3.1       GRANTS OF RESTRICTED SHARES.

         The Committee may from time to time grant Restricted Shares to
Independent Directors on the terms and conditions set forth in the Plan and on
such other terms and conditions as are not inconsistent with the purposes and
provisions of the Plan, as the Committee, in its discretion, may from time to
time determine. Each Agreement covering a grant of Restricted Shares shall
specify the number of Restricted Shares granted, the Date of Grant, the price,
if any, to be paid by the Participant for such Restricted Shares and the vesting
schedule for such Restricted Shares and any other terms that the Committee deems
appropriate.



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SECTION 3.2       VESTING.

         The Committee shall establish the vesting schedule applicable to
Restricted Shares granted hereunder, which vesting schedule shall specify the
period of time, the increments in which a Participant shall vest in the
Restricted Shares, subject to any restrictions that the Committee shall
determine and specify in the applicable Agreement.

SECTION 3.3       RIGHTS AND RESTRICTIONS GOVERNING RESTRICTED SHARES.

         Participant shall have all rights of a holder as to such shares of
Common Stock (including, to the extent applicable, the right to receive
dividends and to vote), subject to the following restrictions: (a) none of the
Restricted Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of until such shares have vested; and (b) except as
otherwise provided in Section 3.6 below, all unvested Restricted Shares shall be
immediately forfeited upon Participant's resignation from, or removal from or
failure to be re-elected to the Board for any reason, including the
Participant's death or disability.

SECTION 3.4       ADJUSTMENT WITH RESPECT TO RESTRICTED SHARES.

         Any other provision of the Plan to the contrary notwithstanding, the
Committee may, in its discretion, at any time accelerate the date or dates on
which Restricted Shares vest. The Committee may, in its sole discretion, remove
any and all restrictions on such Restricted Shares whenever it may determine
that, by reason of changes in applicable law, the rules of any stock exchange on
which the Common Stock is listed or other changes in circumstances arising after
the Date of Grant, such action is appropriate.

SECTION 3.5       DELIVERY OF RESTRICTED SHARES.

         On the date on which Restricted Shares vest, all restrictions contained
in the Agreement covering such Restricted Shares and in the Plan shall lapse as
to such Restricted Shares. Restricted Share awards issued hereunder may be
evidenced in such manner as the Committee in its discretion shall deem
appropriate, including, without limitation, book-entry registration or issuance
of one or more stock certificates. If stock certificates are issued, such
certificates shall be delivered to Participant or such certificates shall be
credited to a brokerage account if Participant so directs; provided, however,
that such certificates shall bear such legends as the Committee, in its sole
discretion, may determine to be necessary or advisable in order to comply with
applicable federal or state securities laws.

SECTION 3.6       RESIGNATION OF REMOVAL FROM BOARD.

         If Participant resigns from, is removed from, or not re-elected to the
Board for any reason, including his or her death or disability, prior to the
date or dates on which Restricted Shares vest, Participant shall forfeit all
unvested Restricted Shares as of the date of such event, unless the Committee
determines otherwise.



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                                   ARTICLE IV
                       EFFECT OF CERTAIN CORPORATE CHANGES

         In the event of any merger, consolidation, stock-split, dividend (other
than a regular cash dividend), distribution, combination, recapitalization or
reclassification that changes the character or amount of the Common Stock or any
other changes in the corporate structure, equity securities or capital structure
of the Company, the Committee shall make such proportionate adjustments to (i)
the number and kind of securities subject to any Stock Options, (ii) the
exercise price of any Stock Options, (iii) the number and kind of securities
subject to the grants of Stock Options referred to in Section 2.1, and (iv) the
maximum number and kind of securities available for issuance under the Plan
referred to in Section 1.5, in each case, as it deems appropriate. The Committee
may, in its sole discretion, also make such other adjustments as it deems
appropriate in order to preserve, but not increase, the benefits or potential
benefits intended to be made available hereunder upon the occurrence of any of
the foregoing events. The determination of the Committee as to what, if any,
adjustments shall be made shall be final and binding on the Company and all
Participants.

                                    ARTICLE V
                                  MISCELLANEOUS

SECTION 5.1       NO RIGHT TO RE-ELECTION.

         Nothing in the Plan shall be deemed to create any obligation on the
part of the Board (or any committee thereof) to nominate any Participant for
re-election by the Company's stockholders, nor confer upon any Participant the
right to remain a member of the Board for any period of time, or at any
particular rate of compensation.

SECTION 5.2       RESTRICTION ON TRANSFER.

         The rights of Participant with respect to the Stock Options shall not
be transferable by the Participant to whom such Stock Options are granted,
except (i) by will or the laws of descent and distribution, (ii) upon prior
notice to the Company, for transfers to members of the Participant's immediate
family or trusts whose beneficiaries are members of the Participant's immediate
family, provided, however, that such transfer is being made for estate and/or
tax Planning purposes without consideration being received therefor, (iii) upon
prior notice to the Company, for transfers to a former spouse incident to a
divorce or (iv) for such other transfers as the Committee may approve, subject
to any conditions and limitations that it may, in its sole discretion, impose.

SECTION 5.3       STOCKHOLDER RIGHTS.

         No grant of Stock Options under the Plan shall entitle a Participant, a
Participant's estate or a permitted transferee to any rights of a holder of
shares of Common Stock, except upon the delivery of share certificates to a
Participant, the Participant's estate or the permitted transferee upon exercise
of a Stock Option.



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SECTION 5.4      NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES.

         The Plan shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights which are convertible into or exchangeable
for Common Stock, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

SECTION 5.5       EXERCISE PERIODS FOLLOWING TERMINATION OF SERVICES.

         For the purposes of determining the dates on which Stock Options may be
exercised following resignation, removal, non re-election or death or disability
of a Participant, the day following the date of such event shall be the first
day of the exercise period and the Stock Options may be exercised up to and
including the last business day falling within the exercise period. Thus, if the
last day of the exercise period is not a business day, then the last date the
Stock Options may be exercised is the last business day preceding the end of the
exercise period. At the end of the relevant exercise period, each unexercised
Stock Option shall expire.

SECTION 5.6       BREACH OF AGREEMENTS.

         The Committee may include in any Agreement a provision requiring the
Participant to return gains (as defined by the Committee) realized on Stock
Options in the event the Committee determines that a material breach of
specified obligations under one or more written agreements between a Participant
and the Company occurred during the period specified in such written agreements
after termination of the Participant's directorship.

SECTION 5.7       HEADINGS.

         The headings of articles and sections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of the Plan.

SECTION 5.8       GOVERNING LAW.

         The Plan and all rights hereunder shall be construed in accordance with
and governed by the laws of the State of Nevada without reference to its choice
of law principles.

                                   ARTICLE VI
                            AMENDMENT AND TERMINATION

         The Plan may be terminated and may be altered, amended, suspended or
terminated at any time, in whole or in part, by the Board; provided, however,
that no alteration or amendment will be effective without stockholder approval
if such approval is required by law or under the





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rules of the Nasdaq National Market or other principal stock exchange on which
the Common Stock is listed. No termination or amendment of the Plan, without the
consent of the Participant to whom a grant of Stock Options or Restricted Shares
has been made, may materially adversely affect the rights of such Participant in
such Stock Options or Restricted Shares. Unless previously terminated pursuant
to this Article VI, the Plan shall terminate on the 10th anniversary of the
Effective Date, and no further grants of Stock Options or Restricted Shares may
be granted hereunder after such date; provided, that any grant made prior to
such termination shall continue and terminate only in accordance with the terms
of the applicable Agreement.

                                   ARTICLE VII
                                 EFFECTIVE DATE

         The Plan became effective upon its adoption by the Board and approval
by the stockholders of the Company on October 21, 2005.




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