ALLONGE #5 ($1,000,000 NOTE)

Exhibit 10.1

Allonge #5

 

This Allonge #5 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, that certain Allonge #2 dated October 21, 2005, that certain Allonge #3 dated November 3, 2005 and that certain Allonge #4 dated November 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 “December 1, 2005” in the second line thereof and substituting therefor “December 31, 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 #5 to be executed and delivered by their duly authorized officers on December 1, 2005.

 

	Solidus Networks, Inc.
	By:	/s/ S.L. Zelinger
		Name: S.L. Zelinger Title: General Counsel

 

	Winwin Gaming, Inc.
	By:	/s/ Patrick Rogers
		Name: Patrick Rogers Title: CEO/President