TV Cooperation Agreement\

TV COOPERATION AGREEMENT
("Agreement")
[Chinese Text]


Party A: Shanghai Welfare Lottery Issuing Center
[Chinese Text]
Add: Jinxiu building, 9-11 floor, South Wulumuqi Road #406,
Shanghai, 200031
[Chinese Text] 9-11 [Chinese Text]: 200031
Tel [Chinese Text]: 86-21-54651955: 86-21-64729999*601
Fax [Chinese Text]: 86-21-54651955


Party B: Win Win Consulting (Shanghai) Co. Ltd.
[Chinese Text]
Add: 680 Zhaojiabang road, Room 408, Shanghai, P.R.C., 200031
[Chinese Text]
Tel: [Chinese Text]: 86-21-64666258
Fax: [Chinese Text]: 86-21-64731939


Attn: Patrick Rogers, President and CEO
[Chinese Text], PAT ROGERS [Chinese Text]
With copy to: Peter C. Pang, Legal Representative
[Chinese Text], PETER C. PANG [Chinese Text]


In order to cooperate on improving the sales and distribution of instant lottery games in the Shanghai municipal district, People's Republic of China ("PRC"), both Party A and Party B referenced above have reached the following agreement after friendly negotiations.


[Chinese Text]


The parties hereby agree as follows, having given due consideration of the mutual benefits to be derived and the expertise of the respective parties:


[Chinese Text]


TELEVISION PROGRAM TIED TO THE GAMES BROADCAST SERVICES [Chinese Text]


I. Party A shall ensure its television affiliate agrees to broadcast
through its network - on an established television channel, with a
reach of a minimum of 18 million viewers, during prime time as the
term is normally understood in the trade (which is normally between
the hours of 18:00 and 22:00), a 20-minute online instant lottery
ticket television program ("TV Program") that is tied to the sales
of such Game tickets (defined therein). Said TV Program will be used
to market and promote online instan6t lottery tickets designed by
Party B and approved by China Welfare Lottery Issuing Center. The TV
Program will feature online instant lottery ticket game winners
playing various games to advance their total earnings or awards,
which cash prizes to be awarded during the TV Program shall be paid
out of the money reserved for winners from


the ticket sales of the approved Games designed by Party B. The TV
Program may also feature non-cash prizes sponsored by the
manufacturer or distributor that could also be won by the
contestants.


[Chinese Text]
A. Each new episode of said TV Program shall be broadcast once a week
for 50 weeks as part of the television program "Luck From Heaven"
(as contracted by Party A and its TV affiliates) at about 18:45 -
19:40 on every Saturday evening. The TV Program will be broadcast
during the time slot set aside for the existing "Luck from heaven"
television program, with the last 20 minutes of the 50-minute
program set aside for the TV Program. Although the TV Program is
broadcast during the "Luck from Heaven" program time slot, it shall
have its own separate identity, with distinctive graphics to
indicate that it is a new program.


[Chinese Text]
B. Said TV Program shall be produced by Party B, with the active
support and assistance of Party A and its television affiliate, and
Party A shall ensure the contents thereof are approved by the proper
authorities in Shanghai Radio and TV Bureau.


[Chinese Text]
C. Party A agrees to ensure its television affiliate will broadcast the
TV Program within 30 days after all approvals to broadcast have been
obtained, provided sales of the new instant lottery tickets ties to
the Games designed by Party B have been deployed in the marketplace
from which contestants for the TV Program can be chosen.
Furthermore, Party A shall, in good faith, assist Party B in
obtaining approval for the TV Program for and on behalf of Party B
as soon as possible thereafter.


[Chinese Text]


II. PRODUCTION SERVICES [Chinese Text]


1. THE PILOT AND TV PROGRAM [Chinese Text]


A. Party A, or its affiliate or subsidiary, shall assist Party b,
under the direction and control of Party B, and in accordance
to Party B's schedule, to produce a pilot program ("Pilot")
that resembles in all material aspects to the TV Program
contemplated herein. The production of the Pilot will be
completed by the crew of "Luck From Heaven", and the editor
and director of the program will be appointed by Party B.


[Chinese Text]
B. The purpose of the Pilot is to obtain approval from the proper
authorities in Shanghai Radio and TV Bureau for the TV
Program, which Pilot shall be materially identical in form,
format and content as the actual TV Program.


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