Win Win Restated Joint Venture Agreement - Tuesday 25th of April 2006

LAS VEGAS Win Win Gaming, Inc. (OTCBB:WNWN) and privately held Solidus Networks, Inc., the developer of Pay By Touch(TM) (PBT) biometrics-enabled electronic payment services and authentication systems, entered an amended and restated joint venture agreement.

This closing of the transactions contemplated by the agreement is subject to approval by Solidus Network's board of directors and the satisfaction or waiver of other conditions.

Under the terms of the agreement, Win Win will assist Solidus with marketing its biometric payment and authentication services, systems, and technology in the gaming industry and in China. PBT will provide Win Win with reasonable support and assistance in promotional consideration and exposure of Win Win products, services and technologies. PBT is also required to provide Win Win with reasonable support and assistance in identifying sources of equity and debt financing and strategic partners, and assistance with obtaining financing from such sources, and both Win Win and PBT are required to use commercially reasonable efforts to identify and capitalize on opportunities for the benefit of both parties.

Terms of the joint venture applicable to the first closing include the acquisition by Solidus Networks of shares of Win Win's Series A Preferred Stock at a price of $7.91 per share. Each share of Win Win's Series A Preferred Stock is initially convertible into ten shares of Win Win common stock. At the closing, Solidus Networks will acquire shares of Win Win's Series A Convertible Preferred Stock that convert into an aggregate of 19% of Win Win's common stock on a post-issuance and post-conversion basis. Solidus Networks will pay for this stock through the cancellation of a $2.5 million note of Win Win in favor of Solidus, with the balance of the purchase price paid through the issuance to Win Win of shares of Solidus Network's series C preferred stock, which is convertible into Solidus Network's common stock at a mutually agreed upon conversion price of $5.00 per share.

The agreement and related documents also contain provisions that would become effective at the first closing that allow Solidus Networks to acquire up to 80% of Win Win's capital stock at a second closing through the exercise of an option and, ultimately, to effect a redemption of all of Win Win's outstanding capital stock (other than stock owned by Solidus Networks) at a mutually agreed price, or failing agreement on price, at a price equal to the fair value of Win Win's stock on the date of acquisition as determined through an appraisal process. See Win Win's current report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2006 for a complete description of the terms of the agreement and for copies of all related documents.

Solidus Networks Chief Executive John Rogers remarked: "We feel that Win Win's foothold and planned expansion of lottery and mobile gaming in China and other regions will contribute to increasing visibility and deployment of Pay By Touch. In addition, we also expect that Win Win's strategy for the hospitality and casino gaming markets will further support expansion of our Pay By Touch systems into new markets. Lotteries, mobile games, and the hospitality industry are excellent vehicles for demonstrating the benefits of our biometric systems, and we look forward to launching this new effort."

Win Win Gaming Chief Executive Patrick Rogers commented: "This joint venture provides capabilities that complement Win Win's overall strategy, not only in China, but in other markets and in the hospitality and casino industry starting here in Las Vegas. The Pay By Touch next-generation biometric payment systems provide security and convenience for game players. Also, the technology is especially beneficial in China, where geography and lack of infrastructure present obstacles for payment transactions. Therefore, we feel this joint venture gives us additional competitive advantages in China while supporting our overall operations."

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