EX-10.37



 Exhibit 10.37 

CERTAIN INFORMATION (INDICATED BY ASTERISKS) IN
THIS EXHIBIT HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN 

REQUESTED WITH RESPECT TO THE OMITTED
PORTION. 
 CO-OPERATION AGREEMENT 

This co-operation agreement (this “Agreement”) is entered into and is effective as of January 1, 2011, signed at Nanchang, Jiangxi Province, by
and between the following parties 
  

	Party A:	Jiangxi Sports Lottery Administration Center 

 Address: 28 Fuzhoulu, Nanchang, Jiangxi 

Representative: Cong Zhang 
  

	Party B:	Shenzhen E-Sun Sky Net Technology Co., Ltd. 

 Address: 6th Floor, Block 9, Phase 2, Shenzhen
Software Park, Keji Zhongerlu, Nanshan District, Shenzhen 
 Legal representative: Man San Law 

(The above Party A and Party B are collectively referred to as the “Parties”, and each is referred to as a “Party”) 

RECITALS 
 WHEREAS, Party A is the Sports Lottery
Administration Center, authorized by the competent authority according to law; 
 WHEREAS, Party B is a limited liability company established under the laws
of China and validly existing, and legally owns and operates the www.500wan.com website. 
 NOW, THEREFORE, the Parties follow the principle of mutually
beneficial cooperation and common development, through negotiations, reached agreement on the following terms related to cooperation, and will adhere to the terms. 

1. Cooperation mode and contents 
 1.1
Party A designates Party B to provide online lottery service, develop the online lottery market, and construct the online lottery sales channels and networks (collectively, the “Online Lottery Services”), through its website,
www.500wan.com (the “Website”), to facilitate online purchases of the sports lottery products issued and sold by Party A. 
 1.2
To the extent necessary for Party B to provide online lottery services, Party A authorizes Party B to select technical support providers (the “Technical Support Providers”) to provide Party B with necessary technical support as specified
in Annex I of this Agreement (with specific terms relating to technical support to be negotiated between Party B and the Technical Support Providers separately). Party B will collect the related service charge of such technical support from Party A
on behalf of the Technical Support Provider pursuant to Annex I of this agreement. 
 2. Representations and Warranties 

2.1 The parties have the right and ability to sign and performance this Agreement, and have the right and ability to fulfill all the
obligations stipulated in this Agreement. 







 2.2 Representatives of the Parties that sign the agreement have been fully and effectively
authorized pursuant to appropriate and effective authorization documents, which documents are provided by the parties and are valid and irrevocable. 

2.3 The Parties are authorized by their organizations, companies, government agencies, higher authorities, third-party (if required) to sign
and perform this Agreement; this Agreement is legally binding and enforceable. 
 2.4 By entering into this Agreement and receiving or
carrying out their rights and obligations under this Agreement, the Parties will not be in violation of: (a) any laws, regulations, court decisions, arbitration awards, executive orders; (b) any signed document, contract or agreement;
(c) their respective articles of association. 
 2.5 The Parties will strictly abide by the provisions of this Agreement and will not
take any action or omission that could affect the validity and the enforceability of the Agreement. 
 2.6 Any representations and
warranties the Parties made under this Agreement will continue to be effective after the effective date. 
 3. Rights and Obligations: Party A 

3.1 As the administration center of the sports lottery products of Jiangxi Province, Party A has the right to monitor, inspect and guide Party
B in the Online Lottery Services and daily operations. 
 3.2 Party A is responsible for providing Party B with the necessary Internet
technologies, hardware and data support for the Online Lottery Services. 
 3.3 Party A is responsible for opening a special bank account of
the Online Lottery Services, to be used for the lottery purchase price collection and other related payments. 
 3.4 For any implementation
of promotions or related policy adjustments for lottery purchase, Party A shall notify Party B 5 working days in advance, so that Party B can make preparation for the relevant services. 

3.5 Party A is responsible for handling any approval, licensing and record keeping process as required by law pursuant to regulatory
requirements in connection with this Agreement. 
 4. Rights and obligations: Party B 

4.1 Party B has been designated by Party A to provide the Online Lottery Services, Party B retains its rights to the intellectual property in
connection with the services provided, including but not limited to the ownership of domain name. 
 4.2 Party B is entitled to relevant
fees to be paid by Party A in connection with the Online Lottery Services provided. 
 4.3 Party B is entitled to request Party A to provide
necessary technical services, hardware and data support in connection with the Online Lottery Services. 
 4.4 Party B undertakes to accept
Party A’s supervision, inspection and guidance, and Party B is responsible for the design, maintenance and upgrade of the Website and the online ticket sales system, to ensure the security, stability and reliability of the Website and online
ticket sales system. 







 5. Fees and Payment 

Cost and service fees of the Online Lottery Services shall be made as set forth in Annex II – Arrangements for Online Lottery Services
Costs and Service Fees. 
 6. Term 

This agreement has the initial term of 5 years, from January 1, 2011 to December 31, 2015. The Parties will negotiate an extension of
this Agreement 6 months prior to the expiration date if there has been no material breach under the Agreement. Under equivalent conditions, Party B has the right of first refusal to continue to provide Online Lottery Services on the Website to
Party A. 
 7. Liability of Breach 

If either Party breaches any representation, warranty, obligation or any other provision under this Agreement, or if such Party makes any false
statements under this Agreement, which results in any damage, liability or loss to the other Party (including but not limited to, the expected loss of profits), the defaulting Party or the Party which made the misrepresentation should indemnify the
other Party the damage, liability or loss arising out of such breach or misrepresentation (including but not limited to, the loss of any interest and legal fees). Such indemnification shall be equal to all deserved benefits and actual loss that the
other Party has been deprived of as a result of the breach, or for any misleading misrepresentation. 
 8. Force Majeure 

“Force Majeure” means all events that may occur after the signing of this Agreement that cannot be foreseen, and the occurrence and
consequences of which cannot be avoided or overcome that would prevent any Party to perform this agreement in full or in part. Such incidents should include but not limited to changes in the laws of China, changes of policy, notice, decision or
other official documents of Chinese government, political turmoil, financial crisis and events that cannot foreseen, avoid or overcome and the other events that under general international business practices are considered force majeure. During the
term of this Agreement, if a party cannot perform its obligations because of force majeure conditions, the Party shall promptly notify the other Parties. If an event of force Majeure affects the performance of this Agreement, in accordance with the
degree of the affect of such event of force majeure, the Parties shall mutually reach agreement on whether to terminate this Agreement or to exempt part of the obligation to fulfill this Agreement, or extend the execution of this Agreement. 

9. Confidentiality 
 The Parties, and
their respective agents, employees and representatives (the “Representative”), shall maintain the confidentiality of any confidential information, and, without the express written consent of the disclosing party, such confidential
information shall not be disclosed. In this Agreement, “Confidential Information” means the disclosure that one Party or its representative provides under this Agreement with respect to, without limitation, its business, future plans,
financial condition, future expectations and customers. Confidential information specifically includes the existence, the content and the proposed transactions set forth in this Agreement and other formal agreements, as well as the content of
negotiations. Confidential Information does not include (a) information that the recipient possesses at the time the disclosing party make its disclosure; (b) information in a party’s possession not due to any misconduct on the part
of that party; (c) information that the recipient obtained properly from a third party; (d) information that the recipient independently developed. However, any Party may disclose the transactions described in this Agreement to its legal
or financial advisers. 







 10. Miscellaneous 

10.1. The execution, interpretation and implementation of this agreement shall be in accordance with the laws and regulations of the PRC. Any
dispute occurring as a result of this Agreement should be resolved through negotiation between the Parties. If a dispute, controversy or claim cannot be resolved by negotiation within thirty (30) days after a written notice to negotiate a
settlement was sent by one Party to the other Party, the relevant dispute, controversy or claim, breach or invalid issues shall be resolved through arbitration with the China International Economic and Trade Arbitration Commission Huanan Branch for
arbitration under the Arbitration Rules in Shenzhen. The arbitral award shall be final and binding on the Parties. 
 10.2 If any provision
of this Agreement is determined to be illegal, invalid, or does not have the enforceability, the Parties agreed that the provision shall be implemented to the maximum extent allowable in order to achieve the intent of the Parties, and the validity,
legality and enforceability of all other provisions of this Agreement shall not be affected. If it is necessary for the intention effect of the Parties, the Parties may negotiate and modify this agreement in good faith. The content of any such
renegotiated agreement shall be as close to the above intention as possible replacing any problematic content with content that is legally valid. 

10.3 With respect to any issues not covered in this agreement, the Parties can only amend or supplement this agreement in writing. The
relevant Annex and the amendment of this agreement signed by both parties is a part of this agreement and have the same force effect as this agreement. 

10.4 The agreement shall be effective when signed and sealed by the authorized representatives of both parties. 

10.5 This contract is made in two copies that should be held by each party. 

(The remainder of the page is left blank intentionally) 







 In witness thereof, the Parties hereto have signed the Agreement in the day and year first above written. 

Party A: Jiangxi Sports Lottery Administration Center (sealed) 

Authorized representative: 
 Name: Cong Zhang 

Position: Representative 
 Date: December 31, 2010 

Party B: Shenzhen E-Sun Sky Net Technology Co., Ltd. (sealed) 

Authorized representative: 
 Name: Man San Law 

Position: Chief Executive Officer 
 Date: December 31, 2010








 Annex I Arrangements for Technical Support 

1. List of technical support parties approved by Party A 

1.1 Technical Support Party 1: Shenzhen Youlanguang Technology Co., Ltd. (hereinafter referred to as “Youlanguang”) 

Address: Block A Jiahe Huangqiang Building, Shennan Road, Futian District, Shenzhen 2108-2110-21 

Legal Representative: Zheng, Lei 

1.2 Technical Support Party 2: Shenzhen Guangtiandi Technology Co., Ltd. (hereinafter referred to as “Guangtiandi”) 

Address: Block A Jiahe Huangqiang Building, Shennan Road, Futian District, Shenzhen 2108-2110-32 

Legal Representative: Zhang, Ronghua 

1.3 Technical Support Party 3: E-Sun Sky Computer (Shenzhen) Co., Ltd. (hereinafter referred to as “Computer”) 

Address: 602-B, Block 9, Shenzhen Software Park Second Period, 1 Keji Zhong’Er Road, Central High-tech Area, Nanshan District, Shenzhen

 Legal Representative: Geng, Jin 
 2. Main
Responsibilities of Technical Support Parties 
 2.1 Main responsibility of technical support party 1 

The management of user information and cash flows of the website 

2.2 Main responsibility of technical support party 2 

The construction of ticket system and the management of interface system 

2.3 Main responsibility of technical support party 3 

To provide platform support and software development service to Party A or other parties authorized by Party A, as well as
relative technical support service, including “E-Sun Computer online payment platform software V1.0” or other updated software based thereupon, and collects service charge. 

For Better performance of this contract and the development and operation of online lottery purchasing service, Party B has the
right to make proper adjustment of the main responsibilities of technical support parties as well as the form and content of such services base on the needs of such services, in accordance of the laws, regulations and the terms of this contract.

 3. Arrangement of Fees and Payment 

Party B will enter into separate agreements with the Technical Support Providers regarding the expenses and arrangement of payment. Party A
shall pay the service charges and costs of technical support to Party B. Party B shall transfer the service charges and costs of technical support to the respective Technical Support Providers hereafter in accordance with the terms of the agreements
between Party B and the Technical Support Providers. 
 4. This Annex I replace and supersede the Annex I previously signed on January 1, 2011 by
the parties and shall be effective on April 1, 2011 
 Technical Support Provider 1: Shenzhen Youlanguang Technology Co., Ltd. 







 Technical Support Provider 2: Shenzhen Guangtiandi Technology Co., Ltd. 

Technical Support Provider 3: E-Sun Sky Computer (Shenzhen) Co., Ltd. 







 Annex II Arrangements for Online Lottery Service Costs and Service Fees 

1. Fees 
 Based on the costs and expenses incurred by
Party B in relation to its Online Lottery Service to Party A, Party A agrees to pay the following fees to Party B and Technical Support Provider 3: 

1.1 Platform technology service fee 

Party B will charge Party A the platform technology services fee that equals to ***** for each lottery product. The platform
technology service fee should be settled in accordance with the agreement of the Parties; 
 1.2 Software usage fee 

Party A shall pay software usage fee to Technical Support Provider 3 that equals to ***** for each lottery product. 

2. Payment and Settlement 
 The settlements of fees
provided in the article 1 of this Annex are as follows: 
 2.1 Settlement of platform technology service fee 

2.2 Settlement of software usage fee 
 3. This
Annex II replaces and supersedes the Annex II previously signed on January 1, 2011 by the parties and shall be effective on April 1, 2011 

Party A: Jiangxi Sports Lottery Administration Center 
 Party B:
Shenzhen E-Sun Sky Net Technology Co., Ltd. 
 Technical Support Provider 3: Technical Support Provider 3: E-Sun Sky Computer (Shenzhen) Co., Ltd. 

Date: April 1, 2011