Unassociated Document


    
      Exhibit
        10.1

      Note

      


      SECURED
        PROMISSORY NOTE

       

      $1,000,000 

      September
        30, 2005

      San
        Francisco, California

       

      For
        Value Received,
        Winwin
        Gaming, Inc.,
        a
        Delaware corporation (“Borrower”),
        hereby unconditionally promises to pay to the order of Solidus
        Networks, Inc.,
        a
        Delaware corporation (“Lender”),
        in
        lawful money of the United States of America and in immediately available
        funds,
        the principal sum of One Million Dollars ($1,000,000) (the “Loan”)
        together with accrued and unpaid interest thereon, each due and payable on
        the
        dates and in the manner set forth below.

       

      This
        Promissory Note is the Note referred to in and is executed and delivered
        in
        connection with that certain Security Agreement dated as of even date herewith
        and executed by Borrower in favor of Lender (as the same may from time to
        time
        be amended, modified or supplemented or restated, the “Security
        Agreement”).
        Additional rights of Lender are set forth in the Security Agreement. All
        capitalized terms used herein and not otherwise defined herein shall have
        the
        respective meanings given to them in the Security Agreement.

       

      This
        Promissory Note is also the Note referred to in and is executed and delivered
        in
        connection with that certain Joint Venture Agreement dated as of even date
        herewith by and between Borrower and Lender (as the same may from time to
        time
        be amended, modified or supplemented or restated, the “Joint
        Venture Agreement”).
        

       

      1.  Principal
        Repayment.
        The
        outstanding principal amount of the Loan shall be due and payable in full
        on
        October 14, 2005 (the “Maturity
        Date”).

       

      2.  Interest
        Rate.
        Borrower
        further promises to pay interest on the outstanding principal amount hereof
        from
        the date hereof until payment in full, which interest shall be payable at
        the
        rate of fifteen percent (15%) per annum or the maximum rate permissible by
        law
        (which under the laws of the State of California shall be deemed to be the
        laws
        relating to permissible rates of interest on commercial loans), whichever
        is
        less. Interest shall be due and payable on the Maturity Date and shall be
        calculated on the basis of a 360-day year for the actual number of days
        elapsed.

       

      Upon
        the
        occurrence and during the continuance of an Event of Default pursuant to
        Section
        6 below, all amounts owing thereunder shall bear interest at seventeen percent
        (17%) per annum or
        the
        maximum rate permissible by law (which under the laws of the State of California
        shall be deemed to be the laws relating to permissible rates of interest
        on
        commercial loans), whichever is less.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.  Place
        of Payment.
        All
        amounts payable hereunder shall be payable at the office of Lender, 101 Second
        Street, Suite 1500, San Francisco, CA 94105, unless another place of payment
        shall be specified in writing by Lender.

       

      4.  Application
        of Payments.
        Payment
        on this Note shall be applied first to accrued interest, and thereafter to
        the
        outstanding principal balance hereof.

       

      5.  Secured
        Note.
        The full
        amount of this Note is secured by the Collateral identified and described
        as
        security therefor in the Security Agreement executed by and delivered by
        Borrower to Lender. Borrower shall not, directly or indirectly, create, permit
        or suffer to exist, and shall defend the Collateral against and take such
        other
        action as is necessary to remove, any Lien on or in the Collateral, or in
        any
        portion thereof, except as permitted pursuant to the Security
        Agreement.

       

      6.  Default.
        Each of
        the following events shall be an “Event
        of Default”
        hereunder:

       

      (a)  Borrower
        fails to pay timely any of the principal amount due under this Note on the
        date
        the same becomes due and payable or any accrued interest or other amounts
        due
        under this Note on the date the same becomes due and payable;

       

      (b)  Borrower
        files any petition or action for relief under any bankruptcy, reorganization,
        insolvency or moratorium law or any other law for the relief of, or relating
        to,
        debtors, now or hereafter in effect, or makes any assignment for the benefit
        of
        creditors or takes any corporate action in furtherance of any of the
        foregoing;

       

      (c)  An
        involuntary petition is filed against Borrower (unless such petition is
        dismissed or discharged within forty-five (45) days) under any bankruptcy
        statute now or hereafter in effect, or a custodian, receiver, trustee, assignee
        for the benefit of creditors (or other similar official) is appointed to
        take
        possession, custody or control of any property of Borrower;

       

      (d)  Failure
        on the part of Borrower duly to observe or perform any covenants or agreements
        contained in the Security Agreement or the Joint Venture Agreement;
        or

       

      (e)  Any
        representation, warranty, certification or statement made by Borrower in
        the
        Security Agreement or the Joint Venture Agreement proving to have been incorrect
        in any material respect when made.

       

      Upon
        the
        occurrence of an Event of Default hereunder, all unpaid principal, accrued
        interest and other amounts owing hereunder shall, at the option of Lender,
        and,
        in the case of an Event of Default pursuant to (b)
        or
(c)
        above,
        automatically, be immediately due, payable and collectible by Lender pursuant
        to
        applicable law.

       

      7.  Waiver.
        Borrower
        waives presentment and demand for payment, notice of dishonor, protest and
        notice of protest of this Note, and shall pay all costs of collection when
        incurred, including, without limitation, reasonable attorneys’ fees, costs and
        other expenses.

       

      The
        right
        to plead any and all statutes of limitations as a defense to any demands
        hereunder is hereby waived to the full extent permitted by law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.  Governing
        Law.
        This
        Note shall be governed by, and construed and enforced in accordance with,
        the
        laws of the State of California, excluding conflict of laws principles that
        would cause the application of laws of any other jurisdiction.

       

      9.  Successors
        and Assigns.
        The
        provisions of this Note shall inure to the benefit of and be binding on any
        successor to Borrower and shall extend to any holder hereof.

       

      
        	
                Borrower

                 

              	
                Winwin
                  Gaming, Inc.

                 

                By:
                  /s/
                  Patrick Rogers

                 

                Printed
                  Name:Patrick
                  Rogers

                 

                Title:
                  CEO/
                  President

                 

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ALLONGE

       

      ($1,000,000
        NOTE)

       

      This
        Allonge is hereby attached to and made a part of the Secured Promissory Note
        dated September 30, 2005 (the “Note”), executed by winwin
        gaming, inc.,
        a
        Delaware corporation (“Borrower”) in the original principal amount of $1,000,000
        in favor of solidus
        networks, inc.,
        a
        Delaware corporation (“Lender”). All capitalized terms not otherwise defined
        herein shall have the meanings ascribed to such terms in the Note.

       

      1. Section
        1
        of the Note is hereby amended by deleting “October 14, 2005” in the second line
        thereof and substituting therefor “October 24, 2005.”

       

      2. Borrower
        hereby ratifies and reaffirms the validity and enforceability of all of the
        liens and security interest heretofore granted pursuant to the Security
        Agreement, as collateral security for the Second Obligations (as defined
        in the
        Security Agreement), and acknowledges that all of such liens and security
        interests, and all Collateral heretofore pledged as security for the Secured
        Obligations, continues to be and remains Collateral for the Secured Obligations
        from and after the date hereof.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Allonge to be executed
        and
        delivered by their duly authorized officers on October 14, 2005.

       

      
        
          	 	 	Solidus Networks,
                  Inc. 
	 	 	 
	 	 	By:  /s/
                  Steve Zelinger
	 	 	Name: Steve
                  Zelinger
	 	 	Title: General
                  Counsel                 
	 	 	 
	 	 	 
	 	 	Winwin Gaming,
                  Inc. 
	 	 	 
	 	 	By:  /s/
                  Patrick Rogers
	 	 	Name: Patrick
                  Rogers
	 	 	Title: President/CEO


        

      

      
        


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ALLONGE
        #2

       

      ($1,000,000
        NOTE)

       

      This
        Allonge #2 is hereby attached to and made a part of the Secured Promissory
        Note
        dated September 30, 2005, as amended by that certain Allonge dated October
        14,
        2005 (the “Note”), executed by Winwin
        Gaming, Inc.,
        a
        Delaware corporation (“Borrower”) in the original principal amount of $1,000,000
        in favor of Solidus
        Networks, Inc.,
        a
        Delaware corporation (“Lender”). All capitalized terms not otherwise defined
        herein shall have the meanings ascribed to such terms in the Note.

       

      1. Section
        1
        of the Note is hereby amended by deleting “October 14, 2005” in the second line
        thereof and substituting therefor “November 3, 2005.”

       

      2. Borrower
        hereby ratifies and reaffirms the validity and enforceability of all of the
        liens and security interest heretofore granted pursuant to the Security
        Agreement, as collateral security for the Second Obligations (as defined
        in the
        Security Agreement), and acknowledges that all of such liens and security
        interests, and all Collateral heretofore pledged as security for the Secured
        Obligations, continues to be and remains Collateral for the Secured Obligations
        from and after the date hereof.

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Allonge #2 to be executed
        and delivered by their duly authorized officers on October 21,
        2005.

       

       

      
         

        
          	 	 	Solidus Networks,
                  Inc. 
	 	 	 
	 	 	By:  /s/
                  Steve Zelinger
	 	 	Name: Steve
                  Zelinger
	 	 	Title: EVP
                  & General Counsel
	 	 	 
	 	 	 
	 	 	Winwin Gaming,
                  Inc. 
	 	 	 
	 	 	By:  /s/
                  Patrick Rogers
	 	 	Name: Patrick
                  Rogers
	 	 	Title: CEO,
                  Chairman and President