[Exhibit 10.2 TV Cooperation Agreement, dated December 15, 2003,
between WinWin Shanghai and Shanghai Lottery.]
TV COOPERATION AGREEMENT
("Agreement")
[Chinese Text]
Party A: Shanghai Welfare Lottery Issuing Center
[Chinese Text]
Add: Jinxiu building, 0-00 xxxxx, Xxxxx Xxxxxxxx Xxxx #000,
Xxxxxxxx, 000000
[Chinese Text] 9-11 [Chinese Text]: 200031
Tel [Chinese Text]: 00-00-00000000: 00-00-00000000*601
Fax [Chinese Text]: 00-00-00000000
Party B: Win Win Consulting (Shanghai) Co. Ltd.
[Chinese Text]
Add: 000 Xxxxxxxxxxx xxxx, Xxxx 000, Xxxxxxxx, X.X.X., 000000
[Chinese Text]
Tel: [Chinese Text]: 00-00-00000000
Fax: [Chinese Text]: 00-00-00000000
Attn: Xxxxxxx Xxxxxx, President and CEO
[Chinese Text], XXX XXXXXX [Chinese Text]
With copy to: Xxxxx X. Xxxx, Legal Representative
[Chinese Text], XXXXX X. XXXX [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.
[Chinese Text]
C. Party A represents and warrants that it is knowledgeable about
television broadcast requirements, and that it is confident it
will be successful in assisting Party B in the production of
such a Pilot so as to meet with the standards of the broadcast
for immediate and fast approval in all respects.
[Chinese Text]
D. Party B hereby desires to retain Party A or its affiliate or
subsidiary to produce such a
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Pilot, subject to agreement on confidentiality, price, terms
and production schedule. Party B agrees to pay Party A or its
television affiliate a total of US$ 10,000 to produce the
Pilot and obtain approval thereof, and agrees that payment
shall be in two parts: 50% before commencement of the
production, another 50% upon completion of the production and
approval of the Pilot, which shall lay the predicate for the
TV Program.
[Chinese Text]
E. Party A also understands and agrees that the techniques, know
how, format and content of the Pilot and the TV Program are
confidential, and that maintaining such information
confidential and not use such information for its own benefit
or the benefit of others without the express written consent
of Party B, is an essential and material aspect of this
Agreement. Any unauthorized use of the information considered
proprietary or confidential is a breach of this Agreement
subject to Party A to liability therefor. Party A and its
television affiliates hereby expressly agree that during the
term of this Agreement, and for a period of 3 years
thereafter, they will not use any of the TV Program concepts,
sets, method of play, sound, graphics and the like on any
television program in which Party A or its affiliate has any
interest, control or influence therein.
[Chinese Text]
F. Party A also understands and agrees that "time is of the
essence" and shall use its best efforts to meet the production
schedule as may be requested by Party B.
[Chinese Text]
G. Party A also understands that the sole purpose of producing a
Pilot is to obtain approval for the TV Program and agrees to
assist Party B in obtaining such approval with its good
endorsement and good will.
[Chinese Text]
2. THE 20-MINUTE PROGRAM 20 [Chinese Text]
A. Party A, its affiliate or subsidiary, shall assist Party B in
the production of the TV. Program.
[Chinese Text]
B. The number of TV Programs contracted for broadcast through
Party A's television station affiliate is 50 and Party A will
take such action as necessary and appropriate to ensure this
directive is followed. In the event Party B finds Party A or
its affiliate or subsidiary assigned to assist Party B in the
production of the TV Program is not satisfactory, Party B may
terminate or non-renew its production work without in any way
affecting the broadcast obligations set forth herein. In the
event Party B finds the staff assigned by Party A or its
affiliate to assist Party B in the production of the TV
Program is not satisfactory, Party B may require a change of
personnel.
[Chinese Text]
C. On the basis of the budget, Party B is willing to pay Party A
or its television affiliate 3,000,000 RMB for the production
and broadcast of 50 original programs, which fee includes all
pre-production, production, post-production, talent,
broadcast, and other related costs, fees, assessments,
equipment usage, lighting, etc. The copyright to the TV
Program remains with both parties, and no-rebroadcast of the
TV Program shall occur without both parties' consent. Payment
for the production and broadcast of the TV Programs (all 50
episodes) shall be divided into equal 5 separate payments over
the course of the production/broadcast year. The first payment
(constituting 20% of the
3
total payment hereunder) will be made after the broadcast of
the first TV Program. The second, third, fourth and fifth
payments shall be made in the same manner.
[Chinese Text]
D. Time is of the essence in the production of this TV Program
and Party A acknowledges and agrees that it will exert its
best efforts to accommodate Party B's production schedule.
[Chinese Text]
E. The cost to produce said TV Program, including all production
costs, studio rental, post-production, staff, anchors,
editorial work, etc. shall be borne by Party B and its
affiliates. The price sheet and terms offered by Party A
and/or its designated affiliate shall be the lowest price
offered to any domestic party requesting similar services.
[Chinese Text]
F. In the event there are circumstances or conditions beyond the
control of the parties, such as political changes, severe
economic conditions, natural disasters or other conditions
that would normally be considered beyond the control of the
parties such as Force Majeure conditions, then this Agreement
shall be amended and continued to reflect the changed
circumstance or events.
[Chinese Text]
GENERAL PROVISIONS:
[Chinese Text]
A. The Agreement is executed by authorized representatives from
both parties on 15 (date), 12 (month), 2003 in Xuhui the
Shanghai District, China.
[Chinese Text]
B. This Agreement shall be governed by the laws of the People's
Republic of China. Any dispute arising out of this Agreement
shall be settled in accordance with the rules of the China
International Economic & Trading Arbitration Association in
Shanghai, PRC. The parties hereto execute this agreement with
the intent to be legally bound. Both the English version and
the Chinese version of this Agreement shall be given equal
weight in interpreting the intent of the parties.
[Chinese Text]
C. This Agreement, and the rights and obligations stemming from
such an agreement, shall be assignable and transferable by
Party B, with the consent of Party A, to another entity under
the direction and control of Party B. This Agreement shall
have a duration of one (1) year, ending on the first
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 first
anniversary of the effective date of this Agreement, this
Agreement shall automatically renew on substantially the same
terms and conditions for an additional one-year term. The
'effective date' herein refers to the issuing date of the
cooperative lottery tickets tied to the Games.
[Chinese Text]
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.
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[Chinese Text]
E. Party A agrees to assist Party B in obtaining advertising time
for its TV Program - within the range of 1.5 minutes per 20
minute segment. Said time shall be freely usable by Party B to
offset its production and broadcast cost for each episode. If
the pricing is satisfactory, Party B. will separately contract
to obtain such time. [Chinese Text] G. If at anytime Party A
or its affiliate decide not to broadcast the TV Program or
both parties agree that the TV Program is not successful, then
this Agreement shall terminate and Party B shall have no
further financial obligations. If Party B independently
decides not to continue the production and broadcast of the TV
Program, then Party B shall be responsible for paying the
balance of the contract price as set forth in Paragraph 2C.
However, should there be circumstances beyond the control of
Party B which adversely affect the production or broadcast of
the TV Program, then this Agreement shall terminate and Party
B shall have no further obligations to Party A.
[Chinese Text]
Party A: Shanghai Welfare Lottery Party B: Win Win Consulting (Shanghai)
Issuing Center Co. Ltd. [Chinese Text]
[Chinese Text]
/s/ [Chinese Text] /s/ Xxxxxxx Xxxxxx
Authorized representative: Authorized representative
[Chinese Text] [Chinese Text]
(Chop, [Chinese Text])
Date: 15 (date), 12 (month), 2003
2003: [Chinese Text] 12 [Chinese Text] 15 [Chinese Text]
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