Exhibit
      10.1

    Form
      of
      Subscription Agreement

    


    SUBSCRIPTION
      AGREEMENT

    SHARES
      OF COMMON STOCK 

     

    THIS
      OFFERING IS MADE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 4(2)
      OF THE SECURITIES ACT OF 1933, AS AMENDED.

     

    
      	 Board of Directors	 	
               Dated
                as of

            
	 WinWin Gaming, Inc.	 	
               ______________,
                2005

            
	 8687 W. Sahara Avenue, Suite
              201	 	 
	 Las Vegas, Nevada 89117	 	 


    

     

    SUBSCRIPTION
      AGREEMENT

     

    1. Subscription.
      The
      undersigned hereby subscribes for and agrees to purchase _________________
      _______________________ (_______) shares of Common Stock, par value $0.01 per
      share (the "Shares")
      of
      WinWin Gaming, Inc., a Delaware corporation (the "Company"),
      at
      the price of ______________ ($__________) per share or a total of
      ________________________________ ($__________), payable by check to "WinWin
      Gaming, Inc." The Company has the right to accept or reject this subscription,
      in whole or in part, and this subscription shall be deemed accepted only when
      signed by a representative of the Company. Subscriptions need not be accepted
      in
      the order received. The Shares are also referred to herein as the “Securities.”

     

    2. Incidental
      Registration Rights.
      If, at
      any time, the Company determines to register any of its securities under the
      Securities Act for sale to the public, whether for its own account or for the
      account of other security holders or both (except with respect to registration
      statements on Form S-8 or its then equivalent, or in connection with a Rule
      145
      transaction or Form S-4 or its equivalent, or another form not available for
      registering the Registrable Securities for sale to the public), each such time
      it will give prompt written notice to all holders of outstanding Registrable
      Securities, including each holder who has the right to acquire Registrable
      Securities, of its intention so to do and of the proposed method of distribution
      of such securities. Upon the written request of any such holder, received by
      the
      Company within 20 days after the giving of any such notice by the Company,
      to
      include in the registration all or any part of the Registrable Securities,
      the
      Company will use all reasonable efforts to cause the Registrable Securities
      as
      to which registration shall have been so requested to be included in the
      securities to be covered by the registration statement proposed to be filed
      by
      the Company, all to the extent and under the conditions such registration is
      permitted under the Securities Act. In the event that any registration shall
      be,
      in whole or in part, an underwritten public offering of Common Stock, the number
      of shares of Registrable Securities to be included in such an underwriting
      may
      be reduced (pro rata among the requesting holders of Registrable Securities
      based upon the number of shares of Registrable Securities owned by such holders)
      if and to the extent that the managing underwriter shall be of the opinion
      that
      the inclusion of some or all of the Registrable Securities would adversely
      affect the marketing of the securities to be sold by the Company therein. Any
      such limitation shall be imposed in such manner so as to avoid any diminution
      in
      the number of shares the Company may register for sale by giving first priority
      for the shares to be registered for issuance and sale by the Company, by giving
      second priority for all shares to be registered pursuant to the Company’s
      obligation to register shares underlying the warrants issued in connection
      with
      the Company’s private placement during February through August 2005, by giving
      third priority for the Registrable Securities, and by giving fourth priority
      to
      any shares to be registered for sale by any stockholder of the Company pursuant
      to the terms of any other agreement. Notwithstanding the foregoing provisions,
      the Company may, in its sole discretion, terminate or withdraw any registration
      statement referred to in this Section
      2
      without
      thereby incurring any liability to the holders of Registrable Securities. For
      purposes of this Section
      2,
      “Registrable
      Securities"
      shall
      mean any and all Shares sold pursuant to the Memorandum, whether or not pursuant
      to this Subscription Agreement, and any shares of Common Stock issued or
      issuable with respect to the Shares upon an adjustment for stock splits, stock
      dividends, and similar events. Notwithstanding the foregoing, Registrable
      Securities shall not include Shares that have been (i) registered under the
      Securities Act pursuant to an effective registration statement filed thereunder
      and disposed of in accordance with the registration statement covering them,
      (ii) publicly sold pursuant to Rule 144 under the Securities Act, (iii) eligible
      for sale under Rule 144 under the Securities Act, or (iv) sold in a private
      transaction in which the transferor’s rights under this Agreement are not
      assigned. All expenses incurred by the Company in complying with this
Sections
      2,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including counsel fees) incurred in
      connection with complying with state securities or "blue sky" laws, transfer
      taxes, and fees of transfer agents and registrars, shall be referred to herein
      as “Registration
      Expenses.”
      All
      underwriting discounts and selling commissions applicable to the sale of
      Registrable Securities and the fees of counsel to the selling stockholders
      shall
      be referred to herein as “Selling
      Expenses.”
      The
      Company shall pay all Registration Expenses in connection with each registration
      statement under this Section
      2.
      The
      Company shall not, however, be required to pay for the Registration Expenses
      of
      any registration proceeding begun pursuant to Section
      2,
      the
      request for which is subsequently withdrawn by the requesting holders of
      Registrable Securities, in which event the Registration Expenses shall be borne
      by the requesting holders of the Registrable Securities in proportion to the
      number of shares for which registration was requested. All Selling Expenses
      in
      connection with each registration statement under Section
      2
      shall be
      borne by the participating sellers in proportion to the number of shares sold
      by
      each, or by such participating sellers other than the Company (except to the
      extent the Company shall be a seller) as they may agree.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3. Representations,
      Warranties, Covenants, and Acknowledgements.
      By
      executing this subscription agreement, the undersigned hereby represents,
      warrants, covenants, and acknowledges to the Company as follows:

     

    (a) The
      undersigned has been given access to full and complete information regarding
      the
      Company and specifically acknowledges receipt of that certain Private Offering
      Memorandum, dated September 9, 2005 (the “Memorandum”),
      relating to the purchase of the Shares. In addition, the undersigned has
      obtained such information regarding the Company as the undersigned has
      reasonably requested, and, particularly, the undersigned has been given
      reasonable opportunity to ask questions of, and receive answers from,
      representatives of the Company concerning the terms and conditions of the
      purchase of the Securities and to obtain any additional information concerning
      the Company's business to the extent reasonably available so as to understand
      more fully the nature of the investment and to verify the accuracy of the
      information supplied.

     

    (b) In
      determining to purchase Securities, the undersigned has relied solely upon
      the
      Memorandum and the advice of the undersigned's legal counsel and accountants
      or
      other financial advisors with respect to the financial, tax, and other
      considerations relating to the purchase of Securities.

     

    (c) The
      undersigned and the undersigned's personal advisors have received from the
      Company the Memorandum and all requested documents, records, and books
      pertaining to the investment in Securities so as to enable them to evaluate
      the
      merits and risks of this investment. The undersigned understands and
      acknowledges that all documents were prepared by the Company and that no
      independent legal counsel, accountant, or financial advisor has passed upon
      or
      assumed any responsibility for the accuracy, completeness, or fairness of
      information provided to the undersigned and no independent legal counsel,
      accountant, or financial advisor has independently verified or investigated
      in
      any way the accuracy, completeness, or fairness of such information.


     

    (d) The
      undersigned was not offered nor sold Securities directly or indirectly, by
      means
      of any form of general advertising or general solicitation, including, but
      not
      limited to (i) any advertisement, article, notice, or other communication
      published in a newspaper, magazine, or similar medium of communication or
      broadcast over television or radio; or (ii) to the knowledge of the undersigned,
      any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising.

     

    (e) The
      undersigned (i) can bear the economic risk of the investment in the Securities,
      including the total loss of the undersigned's investment; (ii) has such
      knowledge and experience in business and financial matters as to be capable
      of
      evaluating the merits and risks of an investment in the Securities; and (iii)
      understands the non-liquid nature of an investment in the
      Securities.

     

    (f) The
      undersigned acknowledges and understands that the Securities are a speculative
      investment that involve a high degree of risk and there can be no guarantee
      of
      the amount of or type of profit, if any, to be realized as a result of an
      investment in the Securities.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (g) The
      undersigned is presently a bona fide resident of the state listed below and
      has
      no present intention of becoming a resident of any other state or jurisdiction,
      and the address and Social Security or Federal I.D. number set forth below
      are
      the undersigned's true and correct residential address and Social Security
      or
      Federal I.D. number.

     

    (h) The
      undersigned (i) if an individual, is at least 21 years of age; (ii) if an
      individual, is a United States citizen; (iii) if an individual, has adequate
      means of providing for the undersigned's current needs and personal
      contingencies; (iii) has no need for liquidity in the undersigned's investments;
      (iv) represents and warrants that all investments in and commitments to
      non-liquid investments are, and after the undersigned's investment in the
      Securities will be, reasonable in relation to the undersigned's net worth and
      current needs; and (v) represents and warrants that any personal financial
      information that is provided herewith by the undersigned, or is subsequently
      submitted by the undersigned at the request of the Company, does or will
      accurately reflect the undersigned's financial condition with respect to which
      the undersigned does not anticipate any material adverse change.

     

    (i) The
      undersigned acknowledges that the Company is relying on exemptions from the
      registration requirements of the Securities Act and afforded by applicable
      state
      statutes and regulations. 

     

    (j) The
      undersigned understands that the Securities will not be registered under the
      Securities Act or the securities laws of any state and are subject to
      substantial restrictions on transfer.

     

    (k) The
      undersigned acknowledges that the Securities being acquired will be acquired
      for
      the undersigned's own account without a view to public distribution, transfer,
      resale, or assignment and that the undersigned has no contract, undertaking,
      agreement, or arrangement to sell or otherwise transfer or dispose of the
      Securities or any portion thereof to any other person.

     

    (l) The
      undersigned agrees that the undersigned will not sell or otherwise transfer
      or
      dispose of the Securities or any portion thereof unless such Securities are
      registered under the Securities Act and any applicable state securities laws
      or
      the undersigned obtains an opinion of counsel that is satisfactory to the
      Company that such Securities may be sold in reliance on an exemption from such
      registration requirements.

     

    (m) The
      undersigned understands that (i) the Company has no obligation or intention
      to
      register the Securities for resale or transfer under the Securities Act or
      any
      state securities laws, and there is no assurance that the Company will be able
      to make available such information or other information that would make
      available any exemption from the registration requirements of any such laws;
      and
      (ii) the undersigned therefore may be precluded from selling or otherwise
      transferring or disposing of the Securities or any portion thereof for an
      indefinite period of time or at any particular time.

     

    (n) The
      undersigned understands that no federal or state agency, including the
      Securities and Exchange Commission or the securities commission or authorities
      of any other state, has approved or disapproved the Securities or made any
      finding or determination as to the fairness of the Securities for
      investment.

     

    (o) The
      undersigned is not subject to back-up withholding provisions of Section
      3406(a)(1) of the Internal Revenue Code.

     

    (p) If
      subject to the Employee Retirement Income Security Act ("ERISA"), the
      undersigned is aware of and has taken into consideration the diversification
      requirements of Section 404(a)(3) of ERISA in determining to purchase the
      Securities and the undersigned has concluded that the purchase of the Securities
      is prudent.

     

    (q) If
      the
      undersigned is acquiring the Securities in a fiduciary capacity, (i) the above
      representations, warranties, agreements, acknowledgments, and understandings
      shall be deemed to have been made on behalf of the person or persons for whose
      benefit such Securities are being acquired, (ii) the name of such person or
      persons is indicated below under the subscriber's name, and (iii) such further
      information as the Company deems appropriate shall be furnished regarding such
      person or persons.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (r) Neither
      the Company nor any person representing or acting on behalf of the Company,
      or
      purportedly representing or acting on behalf of the Company, has made any
      representations, warranties, agreements, or statements other than those
      referenced herein that influenced or affected the undersigned's decision to
      purchase the Securities.

     

    (s) The
      foregoing representations and warranties are true and accurate as of the date
      hereof and shall survive the delivery of payment. The undersigned understands
      that the Company is relying upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgements, and understandings set forth herein
      in
      order to determine the suitability of the undersigned to acquire Securities.
      The
      undersigned agrees promptly to notify the Company of any changes to any of
      the
      foregoing.

     

    4. General
      Information.

     

    (a) Purchaser
      Representative for Individual Investors. Please check (i) or (ii):

     

    
      
        	
              	 ̈	
                (i) The
                  undersigned is not relying upon the advice of a Purchaser Representative,
                  such as an attorney, accountant, or other advisor, in making a
                  final
                  investment decision with respect to the Securities. The undersigned
                  believes that the undersigned has sufficient knowledge and experience
                  in
                  financial and business matters to be capable of evaluating the
                  merits and
                  risks of an investment in the
                  Securities.

              


      

    

     

    
      	
            	 ̈	
              (ii) The
                undersigned does not have sufficient knowledge and experience in
                financial
                and business matters as required above. The undersigned intends to
                rely on
                and hereby designates as the undersigned's Purchaser Representative
                the
                individual(s) named below to assist the undersigned in evaluating
                the
                risks and merits of an investment in the Securities. The undersigned
                authorizes the Company to furnish such person with a Purchaser
                Representative Questionnaire requesting certain information regarding
                his
                or her expertise and background and the undersigned agrees to furnish
                such
                questionnaire to the Company.

            


    

     

    
      	 	 Name
              of Purchaser Representative:	 
	 	 	 
	 	 Address:
	 
	 	 	 
	 	 Occupation:	 
	 	 	 
	 	 Employer:
	 


    

     

    NOTE:
      IF ITEM (a)(ii) ABOVE IS CHECKED, EACH PURCHASER REPRESENTATIVE MUST COMPLETE
      THE PURCHASER REPRESENTATIVE QUESTIONNAIRE. THE PURCHASER REPRESENTATIVE
      QUESTIONNAIRE IS ATTACHED HERETO AS EXHIBIT
      C.

     

    (b) The
      undersigned is:

     

    
      
        
          	
                	( 
                  )	
                  An
                    individual*

                


        

      

    

     

    
      
        	
              	( 
                )	
                A
                  corporation

              


      

       

      
        
          	
                	( 
                  )	
                  A
                    partnership

                


        

         

        
          
            	
                  	( 
                    )	
                    A
                      trust

                  


          

           

          
            	
                  	( 
                    )	
                    Other
                      _________________

                  


          

        

      

    

    
    

     

    *If
      held
      as joint tenants with right of survivorship, community property, or tenants
      in
      common, signatures of all parties are required. Each Co-Holder (other than
      a
      spouse) must complete and sign a separate subscription agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      
        
          	                        

                              (c)

                	 

                  PLEASE
                    PRINT NAME(S) IN WHICH YOUR SECURITIES ARE TO BE
                    REGISTERED

                	 
	 	 	
                
	 	 	
                
	 	 	 
	 	Social
                  Security or Employer Identification Number of each
                  Holder:
	 	 	
                
	 	 	 
	 	 	 
	 	Country
                  of Principal Residence:  	                               
                  	
                
	 	 	 
	 	Business
                  Address	 
	 	 	
                
	 	 	 
	 	(No
                  P.O. Boxes please)	 
	 	
                  City   


                	                       
                  	
                   State

                	  
	
                   Zip
                    Code

                	   
	
                   Country

                	      

	 	 	 	 


        

      

    

     

    5. The
      purpose of the following information is to assure the Company that it may rely
      on the exemption from the registration requirements of the Securities Act and
      of
      any applicable state statutes or regulations.

     

    Please
      answer every question.
      If the
      answer to any question is "None" or "Not Applicable" please so state. Your
      answers will at all times be kept strictly confidential. However, by signing
      this subscription agreement, you agree that the Company may present such
      information to such parties as it deems appropriate if called upon to verify
      the
      information provided or to establish the availability of an exemption from
      registration under the Securities Act or any state securities statutes or
      regulations, or if the contents are relevant to any issue in any action, suit,
      or proceeding to which the Company or any agent of the Company involved in
      offering the Securities is a party or by which it is or may be bound. Your
      investment in the Securities will not be accepted until the Company determines
      that you satisfy all of the suitability standards.

     

    6. Representations
      as to Accredited Investor Status.
      The
      undersigned has read the definition of "Accredited Investor" from Rule 501
      of
      Regulation D attached hereto as Exhibit A,
      and
      certifies that either (check one):

     

    
      
        	 	(a)	 ̈	The
                undersigned is an "Accredited Investor" for one or more of the following
                reasons:
	 	 	 	 
	 	 	 ̈	(i) The
                undersigned is an individual (not a partnership, corporation, etc.)
                whose
                individual net worth, or joint net worth with his or her spouse,
                presently
                exceeds $1,000,000;
	 	 	 	 
	 	 	 ̈	
                (ii) The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who
                  had an income in excess of $200,000 in each of the two most recent
                  years,
                  or joint income with their spouse in excess of $300,000 in each
                  of those
                  years (in each case including foreign income, tax exempt income
                  and full
                  amount of capital gains and losses but excluding any income of
                  other
                  family members and any unrealized capital appreciation) and has
                  a
                  reasonable expectation of reaching the same income level in the
                  current
                  year;

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	 	 	 
	 	 	 ̈	
                (iii) The
                  undersigned is a director or executive officer of the Company which
                  is
                  issuing and selling the Securities;

              
	 	 	 	 
	 	 	 ̈	
                (iv) The
                  undersigned is a corporation, partnership, Massachusetts business
                  trust,
                  or non-profit organization within the meaning of Section 501(c)(3)
                  of the
                  Internal Revenue Code, in each case not formed for the specific
                  purpose of
                  acquiring the Securities and with total assets in excess of
                  $5,000,000;

              
	 	 	 	             
                
	 	 	 	  
                
	 	 	 	 
	 	 	 ̈	
                (v) The
                  undersigned is a trust with total assets in excess of $5,000,000,
                  not
                  formed for the specific purpose of acquiring the Securities, where
                  the
                  purchase is directed by a "sophisticated person" as defined in
                  Regulation
                  506(b)(2)(ii);

              
	 	 	 	 
	 	 	
                 ̈

              	(vi) The
                undersigned is an entity all the equity owners of which are "accredited
                investors" within one or more of the above categories. If
                relying upon this Category alone, each equity owner must complete
                a
                separate copy of this Questionnaire;
	 	 	 	 
	 	 	 	 
	 	 	 	
                (describe
                  entity)

              
	 	 	 	 
	 	(b)	
                 ̈

              	
                
                  The
                    undersigned is not
                    an
                    "Accredited Investor," but has completed the statement concerning
                    the
                    undersigned's knowledge and experience in financial and business
                    matters
                    included in Exhibit B
                    hereto. Kindly provide sufficient detail so that the Company's
                    legal
                    counsel may conclude that the undersigned is capable of evaluating
                    the
                    merits and risks of investment in the
                    Company.

                

              


      

       

    

    
    

    If
      the
      answer to Question 6 is that the undersigned is an "Accredited Investor," the
      questionnaire is complete and please simply sign below. Any potential investor
      that is not an "Accredited Investor" also must complete the supplemental
      questionnaire attached hereto as Exhibit
      B
      to
      assure compliance with state and federal securities laws.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, intending to irrevocably bind the undersigned and the personal
      representatives, successors, and assigns of the undersigned and to be bound
      by
      this subscription agreement, the undersigned is executing this Agreement on
      the
      date indicated.

     

    
      
        	Dated
                this ____ day of ______________, 2005.	 	 
	 	 	 
	 	 	 
	PRINT
                Name of Individual who, or other entity which, is subscribing.	 	Signature
	 	 	 
	 	 	 
	PRINTED
                Name of Co-Holder if the Securities are to be held as joint tenants
                with
                right of survivorship, community property, or tenants in common.	 	
                Signature
                  of Co-Holder

              


      

    

     

    
      
        
          	Accepted
                  on ________________, 2005	 	 
	 	 	 
	WINWIN
                  GAMING, INC.	 	 


        

         

        
          	By:	 	 
	
                  Name:

                	 	 
	
                  Title:

                	 	 


        

      

    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

    

    EXHIBIT
      A

     

    DEFINITION
      OF "ACCREDITED INVESTOR" 

    FROM
      RULE 501 OF REGULATION D

     

    "Accredited
      investor" shall mean any person who comes within any of the following
      categories, or who the issuer reasonably believes comes within any of the
      following categories, at the time of the sale of the securities to that
      person:

     

    1. Any
      bank
      as defined in section 3(a)(2) of the Act or any savings and loan association
      or
      other institution as defined in Section 3(a)(5)(A) of the Act whether acting
      in
      its individual or fiduciary capacity; any broker dealer registered pursuant
      to
      Section 15 of the Securities Exchange Act of 1934; insurance company as defined
      in Section 2(13) of the Act; investment company registered under the Investment
      Company Act of 1940 or a business development company as defined in Section
      2(a)(48) of that Act; Small Business Investment Company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; employee benefit plan within the meaning of Title I
      of
      the Employee Retirement Income Security Act of 1974, if the investment decision
      is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
      is
      either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000; or, if a self-directed plan, with investment decisions made
      solely by persons that are accredited investors;

     

    2. Any
      private business development company as defined in Section 202(a)(22) of the
      Investment Advisers Act of 1940;

     

    3. Any
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not formed
      for the specific purpose of acquiring the securities offered, with total assets
      in excess of $5,000,000;

     

    4. Any
      director, executive officer, or general partner of the issuer of the securities
      being offered or sold, or any director, executive officer, or general partner
      of
      a general partner of that issuer;

     

    5. Any
      natural person whose individual net worth, or joint net worth with that person's
      spouse, at the time of his purchase exceeds $1,000,000;

     

    6. Any
      natural person who had an individual income in excess of $200,000 in each of
      the
      two most recent years or joint income with that person's spouse in excess of
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year;

     

    7. Any
      trust
      with total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the securities offered, whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii); and

     

    8. Any
      entity in which all of the equity owners are accredited investors.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    CONFIDENTIAL
      SUPPLEMENTAL INFORMATION STATEMENT

    (To
      be
      completed by subscribers that are not "Accredited Investors")

     

    
      	
              I.

            	
              GENERAL
                INFORMATION
                (For individual shareholders and each individual partner or shareholder
                if
                the shareholder is a partnership or corporation that is not an "Accredited
                Investor" -- attach additional sheets if
                necessary)

            


    

     

    
      
        
          
            	 	A.	Purchasers	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                    1.

                  	Name:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	2.	Address:	 	 	 	 	 
	 	 	 	 	 Business:	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 Residence:	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	3.	Telephone:	 	 	 	 	 
	 	 	 	 	 Business:	  (        )	 	
                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 Residence:	  (        )	 	 


          

           

          
            	 	 	 	 	 	 
	 	 	4.	Amount
                    of Investment:	 	 
	 	 	 	$	 	 
	 	 	 	 	 	 
	 	 	5.	State
                    where registered to vote:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	6.	Social
                    Security Number:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	7.	Date
                    of Birth:	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	8.	Country
                    of citizenship, if other
                    than the United States: 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	9.	Marital
                    status:	 	 
	 	 	 	 	 	 


          

        

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

         

        
          	 	 	 	 	 	 	 	 	 	 
	 	10.	Please
                  state your education and degrees earned	 	 	 	 	 
	 	 	 

                  Degree

                	 	 

                  School

                	 	

                  Year

                	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	11.	Current
                  occupation (if retired, please described your last occupation):	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Employer:
                  	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                  Nature
                    of Business: 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                  Position
                    and/or duties: 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	
                  Period
                    Employed: 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	12.	
                  If
                    current employment is less than five years, please complete the
                    following
                    chart on your employment history for the past five (5)
                    years:

                
	 	 	 	 	 	 	 	 	 	 
	 	 	
                  Employer
                    and Title

                	 	
                  Primary
                    Duties

                	 	
                  From

                	 	
                   To

                	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	13.	Please
                  list all professional qualifications that you have held or currently
                  hold,
                  including bar admissions, accounting certificates, brokerage licenses,
                  and
                  other professional licenses or certificates:
	 	 	 	 	 	 	 	 	 	 
	 	 	 

                  Professional
                    Qualifications

                	 	 

                  Year
                    Received

                	 	 

                  Still
                    Effective

                	 	 
	 	 	 	 	 	 	Yes
                   ̈	 	No
                   ̈	 
	 	 	 	 	 	 	Yes
                   ̈	 	No
                   ̈	 
	 	 	 	 	 	 	Yes
                   ̈	 	No
                   ̈	 
	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        

      

    


    
      	
              II.

            	
              FINANCIAL
                INFORMATION (For
                individual investors and each individual partner or shareholder if
                the
                investor is a partnership or corporation that is not an "Accredited
                Investor" -- attach additional sheets if
                necessary)

            


    

     

    
      	 	
              A.

            	
              To
                confirm that each individual investor meets the financial requirements
                established for this offering, please answer the questions set forth
                below, as appropriate.

            


    

     

    
      	 	
              1.

            	
              Please
                indicate your net worth (including spouse, if applicable), including
                home,
                home furnishings, and automobiles:

            


    

     

     

    
      
        	 	 	 	 $ 75,000 - 150,000	  ̈	 	 $250,000 - 500,000 	  ̈	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 $150,000 - 250,000	  ̈	 	 $500,000
                - 1,000,000	  ̈	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 Greater than $1,000,000	  ̈	 	 	 	 


      

       

    

    
      	 	
              2.

            	
              Did
                you have income (exclusive of any income attributable to your spouse)
                in
                excess of $200,000 for 2003 and 2004 and do you reasonably expect
                to have
                income in excess of $200,000 in 2005?

            


    

     

    
      
        	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


      

    

     

    
      	 	
              3.

            	
              Did
                you and your spouse have joint income in excess of $300,000 for 2003
                and
                2004 and do you reasonably expect to have joint income in excess
                of
                $300,000 in 2005?

            


    

     

    
      
        	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


      

       

    

    
      	 	
              (d)

            	
              If
                the investor is a general partnership or a corporation, was the purchaser
                organized for the specific purpose of acquiring Securities in the
                Company?

            


    

     

    
      
        	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


      

       

    

    
      	 	
              (e)

            	
              If
                the purchaser is a general partnership or corporation, please list
                on a
                separate page the partners or shareholders and approximate net worth
                (including spouse, if applicable) of each such partner or shareholder,
                including home, home furnishings, and
                automobiles.

            


    

     

    
      	
              III.

            	
              INVESTMENT
                EXPERIENCE REPRESENTATIONS

            


    

     

    A. Indicate
      how often you invest in:

     

    1. Marketable
      Securities

     

    
      
        	 	 	
                Often
 ̈

              	 	Occasionally  ̈	 	Seldom  ̈	 	Never  ̈


      

    

     

    2. Restricted
      Securities

     

    
      	 	 	
              Often
 ̈

            	 	Occasionally  ̈	 	Seldom  ̈	 	Never  ̈


    

     

    3. Venture
      Capital Limited Partnership Funds

     

    
      	 	 	
              Often
 ̈

            	 	Occasionally  ̈	 	Seldom  ̈	 	Never  ̈


    

    
 

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

       

    

    
      	 	
              4.

            	
              Please
                list below your most recent private investments (attach a separate
                sheet
                if necessary):

            


    

     

    
      	 	 	 	 Private Offering	 	 Type of Investment	 	 When Purchased	 	 	 Amount of Investment	 
	 	 	 	 	 	 	 	 	 	 $	 	 
	 	 	 	 	 	 	 	 	 	 $	 	 
	 	 	 	 	 	 	 	 	 	 $	 	 
	 	 	 	 	 	 	 	 	 	 $	 	 
	 	 	 	 	 	 	 	 	 	 $	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


    

     

    B. Please
      answer each of the following questions regarding your investment
      experience:

     

    
      	 	
              1.

            	
              Do
                you have such knowledge and experience in financial and business
                matters
                as to be capable of evaluating the merits and risks of an investment
                in
                the Company?

            


    

     

    
      	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


    

     

    
      	 	
              2.

            	
              Do
                you, either alone by reason of your business or financial experience
                or
                together with your professional advisor or advisors, have the capacity
                to
                protect your own interests in connection with a purchase of the Securities
                in the Company?

            


    

     

    
      	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


    

     

    
      	 	
              3.

            	
              Are
                you (or the trust beneficiary for which you are the fiduciary) able
                to
                bear the economic risk of the investment, including a complete loss
                of the
                investment?

            


    

     

    
      	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


    

     

    
      	 	 	 	 	 	 	 	
                Signature(s)

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    COMPLETE
      THIS SECTION ONLY IF YOU CHECKED ITEM 4(a)(ii) OF THE SUBSCRIPTION AGREEMENT
      AND
      ARE RELYING ON THE ADVICE OF A PURCHASER REPRESENTATIVE

     

    PURCHASER
      REPRESENTATIVE QUESTIONNAIRE

     

    This
      Purchaser Representative Questionnaire is being sent to each subscriber that
      will use a purchaser representative in connection with the offering and
must
      be completed by such representative
      and returned to the Company or its authorized
      representatives.
      The
      purpose of this Purchaser Representative Questionnaire is to assure the Company
      that it may rely on the exemptions from the registration requirements of the
      Securities Act of afforded by Section 4(2) of the Securities Act and Regulation
      D promulgated under the Securities Act, and of any applicable state statutes
      or
      regulations.

     

    Please
      answer every question.
      If
      the
      answer to any question is "None" or "Not Applicable" please so state. Your
      answers will at all times be kept strictly confidential. However, by signing
      a
      Purchaser Representative Questionnaire, you agree that the Company may present
      such Purchaser Representative Questionnaire to such parties as they deem
      appropriate if called upon to verify the information provided or to establish
      the availability of an exemption from registration under Section 4(2) of the
      Securities Act, Regulation D, or any state securities statutes or regulations,
      or if the contents are relevant to any issue in any action, suit, or proceeding
      to which the Company is or may be bound.

     

    
      
        	 Name
                of Subscriber: 	 


      

    

     

    Please
      complete the following questionnaire fully, attaching additional sheets if
      necessary.

     

    
      
        	1. 
                	Name
                of Purchaser Representative:	   
	 	Business
                Address:	 
	 	Telephone
                Number: 	 


      

    

     

    
      
        	2. Present
                occupation or position, indicating period of such practice or employment
                and field of professional specialization, if
                any.   
	 	 
	 	 


      

    

     

    
      
        	
                3. List
                  any business or professional education, including degrees received,
                  if
                  any.

              
	 	 


      

       

    

    4. Have
      you
      had prior experience in advising clients with respect to investments of this
      type?

     

    
      
        	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


      

    

     

    
      
        
          	
                  5.
                     List
                    any professional licenses or registrations, including bar admissions,
                    accounting certifications, real estate brokerage licenses, and
                    SEC or
                    state broker-dealer registrations held by you.

                
	 	 


        

         

        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

           

        

      

    

    
      
        	6. Describe
                generally any business, financial, or investment experience that
                would
                help you to evaluate the merits and risks of this investment.
	 	 
	 	 


      

    

     

    
      	
              7. State
                how long you have known the subscriber and in what
                capacity.

            
	 	 


    

     

    8. Except
      as
      set forth in subparagraph (a) below, neither I nor any of my affiliates have
      any
      material relationship (as defined in Rule 501 of Regulation D) with the Company
      or any of its affiliates; no such material relationship has existed at any
      time
      during the previous two years; no such material relationship is mutually
      understood to be contemplated; and no compensation has been received nor will
      any compensation be received as a result of any such relationship.

     

    
      
        	 	 (a)	  
	 	 	 


      

    

     

    
      
        	 	 (b)	If
                a material relationship is disclosed in subparagraph (a) above,
                indicate the amount of compensation received or to be received as
                a result
                of such relationship.
	 	 	 


      

    

     

    9. In
      advising the subscriber in connection with subscriber's prospective investment
      in the Securities, I will be relying in part on the subscriber's own experience
      in certain areas.

     

    
      	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


    

     

    10. In
      advising the subscriber in connection with the subscriber's prospective
      investment in the Securities, I will be relying in part on the expertise of
      an
      additional Purchaser Representative or Representatives.

     

    
      	 	 	 	 	 Yes  ̈	 	 No  ̈	 	 


    

     

    If
      "Yes,"
      give the name and address of such additional Representative or
      Representatives.

     

    
      	 	 


    

     

    I
      understand that the Company will be relying on the accuracy and completeness
      of
      my responses to the foregoing questions, and I represent and warrant to the
      Company as follows:

     

    (i) I
      am 21
      years of age or older and I am acting as Purchaser Representative for the
      shareholder in connection with the subscriber's prospective investment in the
      Securities;

     

    (ii) The
      answers to the above questions are complete and correct and may be relied upon
      by the Company in determining whether the offering in connection with which
      I
      have executed this questionnaire is exempt from registration under the
      Securities Act, pursuant to Regulation D or otherwise;

     

    (iii) I
      am not
      an affiliate (as defined in Rule 501 of Regulation D), director, officer, or
      other employee of the Company or any of its affiliates or a beneficial owner
      of
      5% or more of any class of the equity securities of the Company;

     

    (iv) I
      have
      not, during the past 10 years, (i) been convicted, indicted, or investigated
      in
      connection with any past or present criminal proceeding (excluding traffic
      violations and other minor offenses); of (ii) been the subject of any order,
      judgment, or decree of any court or competent jurisdiction permanently or
      temporarily enjoining me from acting as an investment adviser, underwriter,
      broker, or dealer in securities or as an affiliated person, director or employee
      of an investment company, bank, savings and loan association or insurance
      company, or from engaging in or continuing any conduct or practice in connection
      with any such activity or in connection with the purchase or sale of any
      security, or been the subject of any order of a federal or state authority
      barring or suspending for more than 60 days my right to be engaged in any such
      activity, or to be associated with persons engaged in any such activity, which
      order has not been reversed or suspended;

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

       

    

    (v) I
      have
      disclosed to the subscriber in writing, prior to the subscriber's acknowledgment
      of me as his Purchaser Representative, any material relationship with the
      Company or its affiliates disclosed in answer to question 8 above;

     

    (vi) I
      personally (or together with the subscriber or the additional Purchaser
      Representative or Representatives indicated above) have such knowledge and
      experience in financial and business matters that I am capable of evaluating
      the
      merits and risks of the subscriber's prospective investment in the Securities;
      and 

     

    (vii) I
      will
      notify the Company immediately of any material change in any statement made
      herein occurring prior to the closing of any purchase by the subscriber of
      an
      interest in the proposed investment.

     

    IN
      WITNESS WHEREOF, I have executed this Purchaser Representative Questionnaire
      this _____ day of __________________, 2005.

     

    
      	 	 	 	 	 	 	 
	 	 	 	 	 	 	(Signature of Purchaser
              Representative)


    

     

    
      
        
        

        
        

      

      
        C-3

        
          

        

      

      
        
        

        
        

      

    



    COMPLETE
      THIS SECTION ONLY IF YOU CHECKED ITEM 4(a)(ii) OF THE SUBSCRIPTION AGREEMENT
      AND
      ARE RELYING ON THE ADVICE OF A PURCHASER REPRESENTATIVE

     

    [Form
      of
      Disclosure Letter to Subscriber from

    Purchaser
      Representative]

     

    ____________,
      2005

     

    [Subscriber]

     

    __________________________________

    __________________________________

    __________________________________

    __________________________________

     

    Dear
      _________________________:

     

    In
      connection with my serving as your Purchaser Representative with respect to
      the
      offering of WinWin Gaming, Inc. whereby you will purchase shares of Common
      Stock
      of WinWin Gaming, Inc., please be advised that within the last two years there
      has existed, there now exists, or is contemplated to exist the following
      material relationships:

     

    
      
        	 	 
	 	 
	 	 
	 	 


      

    

     

    As
      a result of such relationships, I have received or
      will receive the following compensation:

     

    
      
        
          	 	 
	 	 


        


        
          	 	 	 	 	 	 	 

                  Very
                    truly yours,

                
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	[Purchaser
                  Representative]


        

      

    

    
      
         

      

    

     

    
      
        
        

      

      
        C-4