WINWIN GAMING INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v026151_ex10-1.txt
<TEXT>
                                                                    Exhibit 10.1
                                                            Cooperation Contract

                              Cooperation Contract


Party A:  Shanghai Welfare Lottery Issuing Center

Party B:  Win Win Consulting (Shanghai) Co., Ltd.

This is a cooperation agreement by and between Shanghai Welfare Lottery Issuing
Center ("Party A") and Win Win Consulting (Shanghai) Co. Ltd. ("Party B") dated
September 21, 2005, with respect to the design, marketing, promotion, sale and
distribution of instant scratch-off lottery tickets issued under the name of
China Welfare Lottery.

Whereas, Party B is in the business of design, marketing, promotion, sale and
distribution of instant scratch-off lottery tickets worldwide, and is the owner
of the brand and trademark "Slam Dunk" in the People's Republic of China ("PRC")
for use in connection with lottery and lottery related businesses;

Whereas, SLAM DUNK instant tickets is one kind of instant ticket series under
China welfare lottery, and Party A has the right to issue China welfare lottery
tickets in Shanghai, including the rights to issue SLAM DUNK instant tickets in
Shanghai.

Whereas, Party A's authority to issue tickets is under the supervision of the
Shanghai Civil Affairs Bureau; and

Whereas, Party A desires the assistance of Party B, and Party B desires to
assist Party A, with the designing, marketing, promotion, sale and distribution
of Party B's Slam Dunk series of instant scratch-off lottery tickets ("SD II
Tickets") throughout Shanghai to help raise funds for welfare purposes.

Now therefore, after friendly negotiations and with the intent to be legally
bound, Party A and Party B referenced above have reached the following
understanding and agreements;

1.    Party B agrees to offer many SD II Tickets to Party A for its choosing.
      Both Parties agree that for the launch tentatively scheduled for the end
      of November, 2005, several kinds of SD II tickets will be issued in
      succession, with a minimum of 6 tickets will be on display in Shanghai for
      sale at all available outlets, which Party A expects to have over 2,000
      outlets by 2006. Party A reserves the right to sell other instant lottery
      tickets designed and issued by China Welfare Lottery Issuing Center.

2.    Party A agrees to obtain all proper approvals for issuance of SD II
      Tickets in Shanghai.

3.    Party A confirms that the play methods and prize structures of SD II
      Tickets will conform to the rules and regulations of China Welfare Lottery
      Issuing Center. Party A agrees that it will be responsible for the sale
      and distribution of all SD II Tickets in cities and counties in Shanghai
      as part of the initial launch of the SD II Tickets. Party B is authorized
      to work with other organizations to increase selling locations for Slam
      Dunk II lottery tickets. Party A shall use its best efforts to include
      them in their distribution plan and empower them with the proper authority
      to sell at such selling locations. Furthermore, Party A shall coordinate
      with local related governments to assist Party B if necessary, for any
      additional marketing, sale and promotion activities that Party B may
      desire to engage for the purpose of enhancing the sale of SD II Tickets.


<PAGE>


4.    The SD II Tickets, subject to this Agreement, shall be as follows:

      a)    SD II TV Tickets will provide players the opportunity to win larger
            cash prizes via a television program to be broadcast periodically.
            These SD II TV Tickets will be launched by Party A provide that a
            suitable time and television station is procured on terms and
            conditions agreeable to Party B. The lucky player of this type of SD
            II TV Tickets require the player to call a toll number or send an
            SMS (Short Message Service) to register, such as an IVR (Interactive
            Voice Response) number sanctioned and managed by one or more major
            Chinese telephone carriers or their affiliates. Party B will
            independently manage the operation of this operation and be
            responsible for all the risks, investment, prizes and related
            obligations, including compliance with all laws, rules and
            regulations governing this matter. Party B shall also be accountable
            for any and all losses from this operation and shall be able to
            solely realize any potential profits gained from this operation.
            With respect to the cash prizes on the TV game show: Party A will be
            responsible for all the prizes on the TV show. If the amount
            allocated for prizes on TV game show is insufficient to cover prizes
            claimed on TV based on the then current sales revenue of SD II TV
            Tickets, Party A will temporarily advance the balance in order to
            enable contestants to receive prizes.

      b)    SD II Non-TV Tickets will consist of two parts and will be launched
            as soon as possible after execution of this Agreement. The first
            part shall contain the play method and award structure approved by
            Party A. Party A will manage all lottery retailers and selling
            locations to market, sell and distribute the SD II Tickets with
            advice and counsel from Party B. The second part of the SD II
            Tickets shall contain a free second chance to win additional prizes.
            This free second chance game is designed to help drive or improve
            the sales of the entire series of SD II Tickets. It is Party B's
            intention to have some of the prizes offered in this second chance
            game be sponsored and supported by different companies. This free
            second chance will require the player to call a toll number or send
            an SMS (Short Message Service) to register, such as an IVR
            (Interactive Voice Response) number sanctioned and managed by one or
            more major Chinese telephone carriers or their affiliates. Party B
            will independently manage the operation of this free second chance
            game and be responsible for all the risks, investment, prizes and
            related obligations, including compliance with all laws, rules and
            regulations governing this matter. Party B shall also be accountable
            for any and all losses from this operation and shall be able to
            solely realize any potential profits gained from this operation.


<PAGE>


5.    In consideration of Party B's contribution and effort as indicated above,
      Party B shall be able to benefit from this cooperation in the following
      manner:

      a)    Party A agrees that Party B shall be able to earn a return on its
            investment through revenue sharing on the gross sale of the SD II
            Tickets. Party A and Party B hereby agree that said revenue sharing
            shall be 1.65% of the gross sale amount of the SD II Tickets sold or
            distributed throughout Shanghai district. Furthermore, Party A
            hereby agrees to remit to Party B said royalty or commission to
            Party B once per month within 15 days after the close of each month.
            All remittance calculations shall be available for audit at the
            request of Party B by a Certified Public Accountancy Corporation.

      b)    Party B is hereby granted the worldwide right to solicit advertisers
            and sponsors, including product placements, in association or
            connection with the marketing, promotion, sale and distribution of
            SD II Tickets. Agreed by Party A and China Welfare Lottery Issuing
            Center, Party B can print such advertisement directly on the SD II
            Tickets, as well as advertisement expressed in any other media, such
            as newspaper, magazines, TV, radio, billboards, bus or taxi wraps,
            etc. Party B's right to solicit advertisers includes the right to
            receive compensation or products from such advertisers or sponsors.
            Party B agrees that prior to any advertising campaign, it will
            submit the concept to Party A for approval, which approval Party A
            agrees shall not be unreasonably withheld.

      c)    Furthermore, both parties agree and confirm that all rights relating
            to or connected with a television program designed to promote said
            SD II Tickets shall belong exclusively to Party B.

6.    Party B will provide marketing, promotion and sales support to the SD II
      Tickets in most selected locations where SD II Tickets are sold with
      advice, counsel and assistance from Party A. These marketing and promotion
      efforts may consist of a television show, road show, point of sale
      materials, radio, newspaper, and other media advertisement where the
      benefits of the tickets will be made known to our customers. The details
      will be further discussed by both parties; but in general, Party B will
      provide support for some local advertising, promotion and certain limited
      other sales expenses, provided Party A likewise contributes to the effort,
      which Party A hereby agrees that it will spend a minimum of 540,000 RMB in
      promoting the SD II tickets in Shanghai. The amount to be spent by Party B
      and the way to manage the expenditures will ultimately be decided by Party
      B, with advice and counsel from Party A.

7.    If the sales of any SD II Ticket fall below expectation, Party A and Party
      B may negotiate and agree to terminate the further distribution of that
      particular SD II Ticket and replace said SD II Ticket with other approved
      SD II Tickets, or withdraw said ticket from the marketplace entirely. If
      all SD II Tickets available for sale all fall below expectation, Party A
      and Party B may negotiate and agree to terminate this Agreement with
      reasonable advance notice (no more than 30 days advance notice required)
      consistent with the laws and regulations of the PRC governing lottery
      issuance.


<PAGE>


GENERAL PROVISIONS:

      A.    The Agreement is executed by authorized representatives from both
            parties on 21 September, 2005 in Shanghai, PRC.

      B.    This Agreement shall be governed by the laws of the People's
            Republic of China. Any dispute arising out of this Agreement shall
            first be settled through negotiation by both parties. If
            negotiations fail, it will be litigated in the people's court of
            site of Party A. Both the English version and the Chinese version of
            this Agreement shall be given equal weight in interpreting the
            intent of the parties.

      C.    This Agreement, and the rights and obligations stemming from such an
            agreement, shall be assignable and transferable by Party B to
            another entity under the direction and control of Party B. This
            Agreement shall have a duration of three (3) years, ending on the
            third anniversary of the effective date of this Agreement. Unless
            written notice is received by the renewing party clearly stating
            that the non-renewing party has no intention to renew this Agreement
            at least 180 days prior to the third anniversary of the effective
            date of this Agreement, this Agreement shall automatically renew on
            substantially the same terms and conditions for an additional
            three-year term.

      D.    This Agreement shall remain in full force and effect during its
            entire duration and any renewals thereof unless it is cancelled or
            terminated by either party with cause, or unless its continuation is
            in violation of Chinese Law and Regulations. This Agreement is null
            and void if the execution of this Agreement precludes Party B from
            deploying its SD II Tickets in other provinces per decision by China
            Welfare Lottery Issuing Center.

Party A: Shanghai Welfare Lottery Issuing Center

/s/
Authorized Representative:


Date:   September 21, 2005



Party B:  Win Win Consulting (Shanghai) Co., Ltd.

/s/
Authorized Representative:


Date:   September 21, 2005
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