Win Win Gaming, Solidus Sign Deal

WinWin Gaming, Inc. and privately held Solidus Networks, Inc., doing business as Pay By Touch ("PBT"), the developer of Pay By Touch(TM) biometrics-enabled electronic payment services and authentication systems, reported the initial closing under the joint venture agreement announced on April 24, 2006.

The joint venture includes cross-marketing and cross-promotions of the companies' respective products, services, systems, and technologies; and identifying and capitalizing on opportunities that offer mutual benefits strategically and financially. The joint venture also calls for up to two closings that involve exchanges of shares of the companies' preferred stock and other potential share-related transactions.

As part of the first closing, PBT acquired approximately 149,000 shares of a newly issued series of WinWin preferred stock, with each share being convertible into 100 shares of WinWin common stock. Assuming conversion of all 149,000 WinWin preferred shares, PBT would own approximately 19% of WinWin's outstanding common stock on a post-issuance basis. In consideration for this transaction, PBT canceled a $2.5 million note, including accrued interest, and also issued to WinWin approximately 1.8 million shares of its series C preferred stock, valued by the parties at $5.00 per share. Each share of series C preferred stock is convertible into one share of PBT common stock.

Also effective at this first closing, PBT holds two options to acquire additional newly issued shares of WinWin preferred stock that, if fully exercised, would increase its cumulative as-converted ownership to up to 80% of WinWin's outstanding common stock.

PBT's Chief Executive Officer, John Rogers, remarked: "We are excited to be moving forward on our joint venture with WinWin Gaming. We feel that WinWin's knowledge and experience in the gaming and hospitality industry as well as their focus on mainland China will contribute to marketing Pay By Touch's unique, patented biometric payment authentication services, systems and technology."

WinWin's Chief Executive Officer, Patrick Rogers, commented: "The closing of this initial transaction opens opportunities to capitalize on the synergies between Pay By Touch and WinWin Gaming's strategies for both the gaming and hospitality arenas and our experience and presence in the Chinese markets. We believe that Pay By Touch's biometric payment systems provide the perfect complement for our initiatives in wireless entertainment and our plans in China by providing a level of security in payment processing that we believe is critical for these initiatives going forward."

John Rogers and Patrick Rogers are not related.

2006-09-05