**Exhibit 10.1**

** **

**COOPERATIONAGREEMENT**

**between**

**CHINALEISURE SPORTS ADMINISTRATIVE CENTER**

**and**

**WORLDPOKER TOUR ENTERPRISES, INC.**

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**Dated August 7, 2007**

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**TABLE OFCONTENTS**
| ** ** | ** **                                        | **Page** |
|------------|---------------------------------------------------|----------|
| 1.         | DEFINITIONS AND  INTERPRETATION                   | 1        |
| 2.         | GRANT OF RIGHTS                                   | 3        |
| 3.         | PAYMENTS TO CLSAC                                 | 7        |
| 4.         | REPRESENTATIONS  AND WARRANTIES; INDEMNIFICATIONS | 8        |
| 5.         | RESPONSIBILITIES  OF THE PARTIES                  | 11       |
| 6.         | ONLINE OPEN  PRELIMINARY                          | 12       |
| 7.         | IMAGES OF  PARTICIPANTS                           | 13       |
| 8.         | PRIORITY RIGHT TO  OTHER POKER SPORT COMPETITIONS | 13       |
| 9.         | TERM AND  TERMINATION                             | 14       |
| 10.        | CONFIDENTIALITY                                   | 15       |
| 11.        | FORCE MAJEURE                                     | 15       |
| 12.        | DISPUTES  RESOLUTION                              | 16       |
| 13.        | COSTS                                             | 17       |
| 14.        | ENTIRE AGREEMENT                                  | 17       |
| 15.        | VARIATION                                         | 17       |
| 16.        | WAIVER                                            | 18       |
| 17.        | NOTICE                                            | 18       |
| 18.        | SEVERABILITY                                      | 19       |
| 19.        | COUNTERPARTS                                      | 19       |
| 20.        | GOVERNING LAW                                     | 19       |
| 21.        | MISCELLANEOUS                                     | 19       |

 

**SCHEDULES**

SCHEDULE 1                        DEFINITIONS

SCHEDULE 2                        LIST OF PARTNERSHIP PROTECTION CATEGORIES

SCHEDULE 3                        MATCH SCHEDULE

SCHEDULE 4                        RIGHTS TO BE GRANTED TO LOCAL ORGANIZERS

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**THISCOOPERATION AGREEMENT**(this “Agreement”) is made on the 7th day of August 2007

**BETWEEN**:

(1)                                  **CHINA LEISURE SPORTSADMINISTRATIVE CENTER**(“CLSAC”), an institutional legal person under the China StateSports Administration, located at 9 Tiyuguan Road, Chongwen District, Beijing100763, the People’s Republic of China (“China” or the “PRC”);and 

(2)                                  **WORLD POKER TOUR ENTERPRISES,INC.** (“WPTE”),a company organized under the laws of the State of Delaware, the United Statesof America, located at 5700 Wilshire Blvd., Suite 350, Los Angeles, CA90036-3659, United States of America.

**RECITALS**:

(1)                                  CLSAC desires, in accordance with theterms and conditions of this Agreement, to grant to WPTE the right to be theExclusive Marketing Partner (as defined below) and the Commercial SanctioningBody (as defined below) in connection with the China National Tractor PokerTour(中国升级扑克 (拖拉机)冠军赛).

(2)                                  WPTE desires to accept such grant and toenjoy the exploitation of the rights granted hereunder on the terms andconditions set forth herein.

**AGREEMENT**:

# **1.**                                      DEFINITIONS AND INTERPRETATION

## 1.1.                              Definitions. As used in this Agreement the capitalized terms shall have therespective meanings indicated on Schedule 1 attached hereto unless thisAgreement otherwise requires.

## 1.2.                              Interpretation. In this Agreement, where the context so admits, the following referencesand expressions shall have the following meanings:

### (a)          Statutory Provisions.  Anyreferences, express or implied, to statutes or statutory provisions shall beconstrued as references to those statutes or provisions as respectively amendedor re-enacted or as their application is modified from time to time by otherprovisions (whether before or after the date hereof) and shall include anystatutes or provisions of which they are re-enactments (whether with or withoutmodification) and any orders, regulations, instruments or other subordinatelegislation under the relevant statute or statutory provision.  References to sections of consolidatinglegislation shall, wherever necessary or appropriate in the context, beconstrued as including, without limitation, references to the sections of theprevious legislation from which the consolidating legislation has beenprepared.

 

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### (b)         Law.  References to“law” shall include all applicable laws, regulations, rules and ordersof any Government Authority, securities exchange or other self-regulating body,including any common or customary law, constitution, code, ordinance, statuteor other legislative measure and any regulation, rule, treaty, order, decree orjudgment; and “lawful” shall be construed accordingly.

### (c)          Documents.  References toany document (including without limitation this Agreement) are references tothat document as amended, consolidated, supplemented, novated or replaced fromtime to time.

### (d)         Sections.  References inthis Agreement to the Preamble, Recitals, Sections and  Schedules are to the clauses in and preamble,recitals and schedules to this Agreement (unless the context otherwiserequires).  The Preamble, Recitals andSchedules to this Agreement shall be deemed to form part of this Agreement.

### (e)          Headings.  Headings areinserted for convenience only and shall not affect the construction of thisAgreement.

### (f)            Successors.  References tothe Parties, CLSAC and their Affiliates include their respective successors andpermitted assigns.

### (g)         Writing.  References towriting shall include any method of reproducing words in a legible andnon-transitory form.

### (h)         Gender; Number.  The masculinegender shall include the feminine and neuter and the singular number shallinclude the plural and vice versa.

### (i)             Losses.  Referencesherein to “losses” include all liabilities, loss, damages, compensation,penalties, costs, disbursements and expenses arising from any claim, demand,action or proceedings.

### (j)             Include not Limiting.  “Include,”“including,” “are inclusive of” and similar expressions are notexpressions of limitation and shall be construed as if followed by the words “withoutlimitation.”

### (k)          Language.  ThisAgreement is written in both Chinese and English. Both Chinese and Englishversions shall govern this Agreement and shall have equal validity. In case of any difference between the two language versions, theChinese version shall control.

### (l)             Time.  If a periodof time is specified and dates from a given day or the day of a given act orevent, such period shall be calculated exclusive of that day.  If the day on or by which something must bedone is not a Business Day, that thing must be done on or by the Business Dayimmediately following such day.

### (m)       Agreement of Parties.  Anyagreement, consent or approval to be given by a Party must be given in a timelyfashion, be in writing and be signed by it or a duly authorized person on itsbehalf to be effective under this 

 

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### Agreement.  No agreement, consent or approval under this Agreementmay be withheld or delayed unreasonably or arbitrarily.  Notwithstanding the foregoing, failure by aParty to give any agreement, consent or approval shall be deemed to be adenial.

# **2.**                                      GRANT OF RIGHTS

## 2.1.                              Grant of Exclusive Rights. CLSAC hereby appoints WPTE to be the Exclusive Marketing Partner and theCommercial Sanctioning Body of the Tour, and, subject to the conditionshereinafter provided, grants to WPTE the following exclusive world-wide rights:

### (a)                                  CLSAC shall own the official word andlogo trademarks to the title “China National Tractor Tour (中国升级扑克(拖拉机)冠军赛)” (the “CLSACTrademarks”) and WPTE shall havethe right to use the CLSAC Trademarks during the Term hereof;

### (b)                                 WPTE shall further have the right todevelop the official commercial title to the Tour whichshall comprise of a combination of the CLSACTrademarksand new word and logo trademarks.  Thisnew trademark will be registered and owned by WPTE, and be designated as the “OfficialTour Logo”. 

### (c)                                  The Official Tour Logo shall include thewords “WPTE China National Tractor Poker Tour”, “WPT ChinaNational Tractor Poker Tour”, or other similar representing title as agreed toby the Parties;

### (d)                                 In the efforts to promote, organize andpublicize the Tour, CLSAC shall use the official title and the Official TourLogo to the Tour in any letterhead, press releases, television programming,printed and published materials, advertising, marketing and promotion;

### (e)                                  CLSAC shall provide consents and supporting documents required for theregistration of the Official Tour Logo and provide any defense necessary todefend the Official Tour Logo;

### (f)                                    WPTE shall have the right to usein any or allmedia now known or hereafter developed, all content, names, likenesses andlogos associated with the Tour for purposes of promoting, advertising andpublicizing the Tour and generating profits therefrom;

### (g)                                 WPTE shall have the right to reproducethe Official Tour Logo on Merchandise or license merchandise manufacturers tomanufacture or sell Merchandise; 

### (h)                                 the trophy of the Tour shall be entitledas the “World Poker Tour Cup (世界扑克巡回赛杯)” or any other title mutually agreed upon by the Parties, with appropriate versions to bepresented to the city, provincial, online and national champions;

 

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### (i)                                     WPTE shall have the right to hold othermatches outside of China in association with the Tour, subject to CLSAC’s priorapproval and execution of a separate memorandum of understanding orsupplemental agreement;

### (j)                                     WPTE shall have the worldwide right todistribute and sell content in any and all media subject to the restrictionsset forth in Section 2.1(p);

### (k)                                  WPTE shall have the right to collect andown the data relating to the Tour, including the names, addresses and emailaddresses of all the participants in the Tour, and CLSAC shall assist in thecollection of such data and the Tour results, to be used by WPTE at its solediscretion;

### (l)                                     WPTE shall have the right to use theimages of the participants in the Tour free of charge in any and all media, including in the Merchandise, now known or hereafter developed, to theextent permitted by the relevant PRC laws and subject to the participants’ consent; 

### (m)                               WPTE shall have the right to utilize the names, logos and trademarks of the Tour for operating WPTE’s websites with a range of online assetsand activities in association with the Tour, includingthe Tour results, online games,Tour schedule or other suchcontent;provided,however, the official website of the China State SportsAdministration (www.sport.org.cn) or other websites may provide generalinformation limited to the Tour release and general news, but shall not sellany sponsorship right related to the Tour;

### (n)                                 WPTE shall have the right to advertiseand promote the Tour and license third parties to use the Official Tour Logo inany advertisement or promotion, subject to WPTE’s obligation to ensure that allsuch advertising and promotion is conducted in compliance with applicable lawsand regulations;

### (o)                                 WPTE shall have the right to approve andgenerate profits from television and radio broadcasts, motion pictures andother media events emanating from or produced at the Tour;

### (p)                                 WPTE shall have the right to own the tapes and all broadcasting-related materials and to post-edit and sell all shows and contentsrelated to the Tour in any and all media, including online, mobile, domesticand international television, DVD, digital streaming, downloads, etc. now knownor hereafter developed in any and all territories; 

### (q)                                 WPTE and CLSAC agree not to charge anyroyalty or other fee to any local Chinese television broadcaster in theTerritory for the first 36 months commencing from the date hereof in order tobetter promote the Tour; and

 

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### (r)                                    WPTE shall own all revenues generatedfrom the promotion of WPTE’s branded property and website in China.  

                                                CLSAC hereby agrees that WPTE shall havethe right to exercise all or part of the above rights through WPTE’s affiliates or other companies designatedby WPTE.

## 2.2.                              Pass Through Rights. As the Exclusive Marketing Partner, WPTEhas theexclusive right to repackage, resell and otherwise monetize or generate profitsfrom selling and/or marketing related rights to third parties seeking to beaffiliated with the Tour; to designatePersons seeking to be affiliated with the Tour as third party sponsors of theTour (“Third Party Sponsors”) and to license any and all of the rightsnoted in Section 2.1 above to the Third Party Sponsors for use within theTerritory (the “Pass Through Rights”). The Pass Through Rights shall include the following exclusive rights:

### (a)                                  to designate the Supporting Sponsor,grant Third Party Sponsors the right to use the Official Tour Logo and thetitle and approve all on-site event elements to be used by the Third PartySponsors; 

### (b)                                 to grant on-site benefits to Third PartySponsors, including but not limited to advertising, sample distribution, boothsset-up, placement of Third Party Sponsor’s logos on signage and advertising, orother promotional activities related to the Tour;

### (c)                                  to designate preferred beverages for theTour regardless of any preferred beverages of any venue on the Tour;

### (d)                                 to grant Third Party Sponsors withfranchise rights to franchised Merchandise, market Merchandise such as playingcards, apparels, drinks or computer games, use the logos, names, likenesses,etc. of the Tour to monetize Merchandise and grant approval to Third PartySponsors to monetize such logos, names, likenesses, etc.;

### (e)                                  to re-package and sell the contents andimages of the Tour, including photos, Internet contents, film or other suchprograms which may be sold, licensed or leased to third parties;

### (f)                                    to license communications operators withjoint mobile phone and communications rights throughout the Territory,including downloadable contents (e.g., show contents, ring tones, etc.),free and pay-to-play games, etc.; and

### (g)                                 to own and re-sell at WPTE’s solediscretion all inventorysurrounding the promotion of the Tour on television, including but not limited to the broadcastright of the grand finale of the Tour on any domestic television outlets.  

## 2.3.                              Exclusivity.  CLSAC hereby agrees and acknowledges thatWPTE shall enjoy the following exclusive rights, which shall be in addition tothe other rights of WPTE stipulated in this Agreement:

 

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### (a)                                  WPTE’sPass Through Rights shall apply to all preliminaries and the grand finale and CLSAC shall cause eachLocal Preliminary Organizer to facilitate WPTE’s exercise of such Pass ThroughRights.  No local sponsor may be signed or brought onto thecompetition site of the Tour by CLSAC or any Local Preliminary Organizerwithout the prior written permission of WPTE. 

### (b)                                 CLSAC agrees not to engage in anyactivity which may result in commercial benefits to any third party (includingthe Local Preliminary Organizers) other than Third Party Sponsors designated byWPTE, including creating partnership, selling sponsorship packages, engaging inbarter or in-kind agreements or licensing of Merchandise to generateincome.  

### (c)                                  CLSAC shall provide written guidelines toLocal Preliminary Organizers to specify the rights granted to Third PartySponsors for the preliminaries of the Tour. The Parties agree that no Local Preliminary Organizer shall enjoy any ofthe rights reserved as WPTE’s Pass Through Rights pursuant to Section 2.2unless such Local Preliminary Organizer is specifically and expresslydesignated rights as referred in Section 3.1(d)(ii) as a Third Party Sponsor byWPTE in writing.  WPTE further agrees toassist CLSAC to create the guidelines necessary for the Tour entry form,branding requirements, processes for capturing data and media requirements,etc.  

## 2.4.                              WPTE’s Ownership Rights. Notwithstanding any other provision of this Agreement, WPTE shall be theexclusive owner of all rights, titles and interests to (a) all intellectualproperties developed by WPTE or its Affiliates in connection with the Tour, (b)subject to Section 2.1(q), all material and the right to post-edit and sell all shows and contents related tothe Tour in any and all media now known or hereafter developed, (c) alladaptations, compilations, collective works, derivative works, variations ornames of any and all CLSAC IP used in connection with the Tour heretofore orhereafter created by or for WPTE or any of WPTE’s Affiliates, including theOfficial Tour Logo, and (d) all broadcast material and related content preparedin conjunction with the Tour.  CLSACshall have the right to approve the Official Tour Logo, such approval shall notbe unreasonably withheld.  Furthermore,CLSAC shall use its commercially reasonable best efforts to assist WPTE inregistering the Official Tour Logo as a registered trademark in the PRC to theextent permitted by the relevant laws of the PRC.

2.5                                 Notice ofCommercial Agreements. With respect to the above commercial rights granted to WPTE, WPTE shallprovide written copies of all relevant material commercial agreements to CLSAC.Such commercial agreements shall not violate any relevant laws of the PRC andshall be in compliance with all mediaand news regulations implemented by the relevant Government Authority of thePRC.  CLSAC may notify WPTE at anytime if any foregoing commercial activities have violated such relevant lawsand regulations, and WPTE shall use its best efforts to correct suchviolations.

 

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# **3.**                                      PAYMENTS TO CLSAC

## 3.1.                              Partnership Fee.

### (a)                                  The Partnership Fee for each year shallcover at least 15 preliminaries (including the online open preliminary) and theannual grand finale.  Seven of thesepreliminaries are classified as Full Sponsorship Preliminaries, and eight areclassified as Partial Sponsorship Preliminaries as defined in Section 3.1(d).

### (b)                                 Rates.  WPTE shallpay to CLSAC an annual Partnership Fee in the aggregate amount of US$505,000 inthe first year of the Term, payable as follows: 

#### (i)                                     25% payable upon the signing of thisAgreement by the Parties;

#### (ii)                                  30% payable at the completion of thefirst preliminary of the Tour;

#### (iii)                               35% payable at the completion of theseventh preliminary of the Tour; and

#### (iv)                              10% payable at completion of the grandfinale of the Tour.

### (c)                                  Adjustments. After the first year of the Term, the Partnership Fee shall increase atan annual rate of 10% for each remaining year of the Term (including anyrenewal period), payable as follows in each year:

#### (i)                                     25% payable before April 15; 

#### (ii)                                  30% payable at the completion of thefirst preliminary of the Tour; 

#### (iii)                               35% payable at the completion of theseventh preliminary of the Tour; and

#### (iv)                              10% payable at the completion of thegrand finale of the Tour.

### (d)                                 Additional Preliminaries. The Partnership Fee set forth in Sections 3.1(b) and (c) above iscalculated on the basis of and subject to no less than fifteen preliminaries(including the online open preliminary) and one grand finale for each yearwithin the Term. At any time after the end of the first year of the Term, WPTEcan request CLSAC to increase the number of preliminaries in each year.  Upon the approval by CLSAC of such proposedincrease, WPTE shall pay additional Partnership Fee to CLSAC, as follows:

#### (i)                                     US$30,000 of Partnership Fee for eachFull Sponsorship Preliminary shall be paid to CLSAC no later than 60 days priorto the preliminary in exchange for the full sponsorship exclusivity right to bethe Exclusive Marketing Partner and the Commercial Sanctioning Body of thenewly increased primary 

 

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#### preliminary (each of suchpreliminaries hereinafter referred to as a “Full Sponsorship Preliminary”);or

#### (ii)                                  US$20,000 of Partnership Fee for eachPartial Sponsorship Preliminary shall be paid to CLSAC no later than 60 daysprior to the preliminary in exchange for the partial sponsorship exclusivityright to be the Exclusive Marketing Partner and the Commercial Sanctioning Bodyof the newly increased secondary preliminary (each of such preliminarieshereinafter referred to as a “Partial Sponsorship Preliminary”).  The details regarding the rights to be grantedto the local promoters are attached hereto as Schedule 4. Bothpreliminary categories must follow the requirements of the Tour name and logo,advertisement allocation on site and sponsorship category protection.  All other rights shall be retained by WPTE.  For the avoidance of doubt, the Parties agreethat the only rights granted to the Third Party Sponsors are those specificallydesignated by WPTE). At any time, WPTE atits sole discretion, may convert a Partial Sponsorship Preliminary to a FullSponsorship Preliminary by paying the incremental cost of US$10,000 for thatpreliminary to CLSAC.

#### (iii)                               After the first two years of the Term, ineach of the third, fourth and fifth year of the Term,  the annual fee for each Full SponsorshipPreliminary and Partial Sponsorship Preliminary shall be increased by 10% on ayear on year basis.

### (e)                                  Refund.  As noted inSections 3.1(a), (b) and (c), in the event any scheduled preliminary or grandfinale is not held within the same year, WPTE shall be entitled to a refundproportionate to the number of scheduled preliminaries or grand finale that arenot held within the same year. In the event that the transactions contemplatedhereunder or a portion hereof is deemed to be illegal in the PRC, or the Touris shut down by any Government Authority in the PRC, WPTE shall be entitled toa refund proportionate to the number of scheduled preliminaries or grand finalethat are not yet held and shall have no further obligation to pay anyadditional Partnership Fee.

### (f)                                    Late Fee.  In the eventWPTE fails to pay any amount due and payable under this Agreement when suchamount becomes due and payable, CLSAC may exercise the rights under Section9.2(f) and shall also be entitled to charge WPTE a late fee at the rate of 1%of the overdue amount per month.

## 3.2.                              Currency.  All paymentshereunder shall be made by WPTE in United States dollars.

# **4.**                                      REPRESENTATIONS AND WARRANTIES; INDEMNIFICATIONS

## 4.1.                              Representations and Warranties of CLSAC. CLSAC hereby represents and warrants to WPTE as follows:

 

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###  

### (a)                                  CLSAC is a legal person duly organized,validly existing and in good standing under the laws of the PRC and is aGovernment Authority under the administration of the State SportsAdministration of China.

### (b)                                 CLSAC has all requisite power andauthority to enter into this Agreement and to consummate the transactionscontemplated hereby.  The execution anddelivery of this Agreement, and the consummation of the transactionscontemplated hereby, have been duly authorized by all necessary actions on thepart of CLSAC, and no further action is required on the part of CLSAC toauthorize this Agreement or the transactions contemplated hereby.  The execution and delivery by CLSAC of thisAgreement does not, and the performance and consummation of the transactionscontemplated hereby will not, result in any conflict with or breach of (i) anyprovision of the charter documents of CLSAC; (ii) any material contract orother agreement to which CLSAC or any of its assets, including the CLSAC IP,are subject, or (iii) any judgement, order, decree, statute, law, ordinance,rule or regulation applicable to CLSAC. No consent, waiver, approval, order or authorization of, orregistration, declaration or filing with, any Government Authority or any otherPerson is required by or with respect to CLSAC in connection with the executionand delivery of this Agreement or the consummation of the transactionscontemplated hereby.

### (c)                                  CLSAC hereby further represents andwarrants that CLSAC is the sole PRC Government Authority authorized to sanctionand grant the rights granted under this Agreement and owns all commercialrights to the Tour.

### (d)                                 CLSAC owns all of the CLSAC IP and hasthe right to license and/or grant to WPTE all of the CLSAC IP on the terms andsubject to the conditions set forth herein; 

### (e)                                  the CLSAC IP associated with thisAgreement has not been pledged or otherwise encumbered by CLSAC; 

### (f)                                    the rights granted herein encompass orwill encompass all proprietary rights in CLSAC IP necessary for the operation,promotion and exploitation of the Tour as contemplated by this Agreement; and

### (g)                                 none of the CLSAC IP is, (i) subject toany restriction or limitation on use; (ii) subject to the right of any partyother than Licensor to receive a royalty or other fee for the use by Licenseeof such property; or (iii) at the date hereof, the object of any pending orthreatened legal proceeding questioning the ownership thereof.  

## 4.2.                              Representations and Warranties of WPTE. WPTE hereby represents and warrants to CLSAC as follows:

### (a)                                  WPTE is a corporation duly incorporatedand in good standing under the laws of the State of Delaware, the United Statesof America.

 

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### (b)                                 WPTE has all requisite corporate powerand authority to enter into this Agreement and to consummate the transactionscontemplated hereby.  The execution anddelivery of this Agreement, and the consummation of the transactionscontemplated hereby, have been duly authorized by all necessary corporateactions on the part of WPTE, and no further action is required on the part ofWPTE to authorize this Agreement or the transactions contemplated hereby.  The execution and delivery by WPTE of thisAgreement does not, and the performance and consummation of the transactions contemplatedhereby will not, result in any conflict with or breach of (i) any provision ofthe certificate of incorporation or bylaws of WPTE; (ii) any material contractor other agreement to which WPTE or any of its assets are subject; or (iii) anyjudgement, order, decree, statute, law, ordinance, rule or regulationapplicable to WPTE.  No consent, waiver,approval, order or authorization of, or registration, declaration or filingwith, any governmental body or any other Person is required by or with respectto WPTE in connection with the execution and delivery of this Agreement or theconsummation of the transactions contemplated hereby.

### (c)                                  WPTE owns the WPT® Logos andTrademarks.

### (d)                                 All advertising, and all promotionalliterature and material, produced by WPTE or on its behalf shall comply withall applicable laws and shall not infringe the rights of any other person orentity; provided that WPTE shall not be deemed to have violated itswarranty pursuant to this Section 4.2(d) so long as WPTE properly uses theOfficial Tour Logo in accordance with this Agreement.  CLSAC’s authorization for the use or mannerof use of any proposed advertising or promotional literature or materialhereunder shall not constitute an opinion as to the legal appropriateness oradequacy of such use or manner of use, and WPTE’s use of any proposedadvertising shall be made on its own sole responsibility.

## 4.3.                              Indemnification. CLSAC shall indemnify, defend and hold WPTE, its agents, officers,directors, shareholders and employees harmless from and against any liabilitiesor damages for infringement arising directly or indirectly out of its properuse in accordance with this Agreement and the guidelines established pursuanthereto of any of the CLSAC IP licensed to WPTE pursuant to this Agreement.  In addition, each Party shall defend,indemnify and hold the other Party, its Affiliates and the officers, directors,agents and employees of each, harmless from and against any and all claims,suits, damages, liabilities, costs and expenses (whether based on tort, breachof contract, patent, copyright, trade name, trademark or service markinfringement or otherwise), including reasonable counsel fees, arising directlyor indirectly out of or resulting, either in whole or in part, from anywrongful or negligent act or omission of the indemnifying Party, anyonedirectly or indirectly employed by such indemnifying Party or anyone for whoseacts such indemnifying Party may be liable, or from any failure of suchindemnifying Party to adhere to all the terms and conditions of this Agreement.

 

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# **5.**                                      RESPONSIBILITIES OF THE PARTIES

## 5.1.                              CLSAC’s Responsibilities.  Inaddition to its other obligations and responsibilities set forth in thisAgreement, CLSAC hereby undertakes to do the following during the Term:

### (a)                                  organize all preliminary and grand finalecompetitions of the Tour in association with the Local Preliminary Organizers;

### (b)                                 arrange for qualified referees and officers for theTour;

### (c)                                  provide necessary security for the Tour and therelated promotion activities;

### (d)                                 procure necessary insurance for the participantsand officers during the Tour;

### (e)                                  organize press conferences and relevant ceremoniesof the Tour;

### (f)                                    provide the venue for the grand finale of the Tour;

### (g)                                 conduct the Tour pursuant to the match scheduleattached hereto as Schedule 3;

### (h)                                 arrange the television broadcasting of the grandfinale of the Tour in accordance with WPTE’s television broadcast technicalguidelines;

### (i)                                     enter into an agreements with provincial or city television stations, for live or taped broadcasting of the grand finaleof the Tour during the grand finale period of each year of the Term;

### (j)                                     use its best efforts to, (a) with respect to thetelevision broadcast of the grand finale to be held during the Term, negotiatewith television broadcasters on WPTE’s behalf, with the television broadcast ofthe first year to be provided by Beijing TV (BTV), in accordance with thetelevision broadcast technical guidelines to be provided by WPTE, which shallbe attached to each broadcast contract, and shall include the following: (i)promotion and exposure of WPTE’s website address and brand (during thetelevision broadcast of the grand finale show); (ii) exclusive promotion ofWPTE’s branded sites and trademarks during the television broadcast of the showand strict prohibition of any partnership between the broadcaster and anyPerson classified in the Partnership Protection Category (listed on Schedule2); and (iii) prohibition against the broadcaster’s sale of any sponsorshipright of the Tour or sale of any commercial spot to companies in directcompetition with WPTE’s major sponsors, as set forth in the notice delivered byWPTE to the broadcaster at least 30 days prior to the date of the relevantmatch; and (b) negotiate the television production budget and cost with thetelevision broadcaster responsible for television broadcast on behalf of WPTEduring the Term, at a minimum be consistent with other national sports programming,and shall follow WPTE technical guidelines;

 

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### (k)                                  provide the necessary preparation and trainingnecessary for all officials, dealers, and other relevant operators of the Tour;

### (l)                                     lend support in advertising and promotion of theTour; and

### (m)                               assist WPTE in applying for and obtaining thepermits and licenses required for operating a website business in the PRC.

## 5.2.                              WPTE’s Responsibilities .  WPTEhereby undertakes to do the following during the Term:

### (a)                                  produce, deliver and install the advertising boardsand banners on the sites of the Tour in accordance with the requirements ofCLSAC;

### (b)                                 produce and deliver the trophies necessary for thepreliminaries and the grand finale of the Tour;

### (c)                                  production and deliver the tablecloths and playing cards to be used in all matches of the Tour (the specific style of theplaying cards shall be examined and approved by CLSAC);

### (d)                                 produce and deliver the badges bearing the OfficialTour Logo for all participants, referees and officers in the Tour;

### (e)                                  design the new Official Tour Logo and trademarks ofthe Tour;

### (f)                                    after the Tour achieves profitability in theTerritory, WPTE has the right to develop tractor poker competitions outside ofthe Territory for the purpose of expanding the Tour into a world-wide pokertour; and

### (g)                                 timely and fully make payments to CLSAC as providedin this Agreement.

# **6.**                                      ONLINE OPEN PRELIMINARY

## 6.1.                              Initial Online Partner.  TheParties agree that www.ourgame.com (联众网络游戏世界网站) will be selected as the official partner for theonline open preliminary of the Tour (“Online Partner”) for the first year of the Term.  Online Partner shall have the right to host the online preliminary matches and assign winningteams for the grand finale of the Tour. It is expressly understood that as long as the laws of the PRC permits, the online rights areowned by WPTE and that in the subsequent years of the Term, WPTE may operate such online preliminary on its own website established in thePRC or through otheronline partners.  

## 6.2.                              Compliance with Requirements.  CLSACwill negotiate with the Online Partner in accordance with WPTE’sonline partnership guidelinesto ensurecompliance withWPTE’srequirements,includingbut not limited to the following:

### (a)                                  OnlinePartner must refer to the OfficialTour Logo on its websiteand in its advertising or promotional activities.  TheOfficial Tour Logo 

 

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### must be presented in all of Online Partner’sweb pages related to the Tour.

### (b)                                 Online Partner shall provide links to WPTE’sbranded website based in China or other websites designated by WPTE. CLSAC willnegotiate on behalf of WPTE regarding such links.

### (c)                                  OnlinePartner shall provide to WPTE the entry dataof all the participants of the online openpreliminary for all the participants who agree to share such information andall relevant information regarding the qualifiers for the grand finale of theTour. Online Partner agrees to provide such information to WPTE within 15 daysof receiving a written request from WPTE.

### (d)                                 Online Partner shall not sell any Tour sponsorship oradvertising right to any third party without the prior written approval of WPTE.

### (e)                                  OnlinePartner shall provide certain media value benefits to the Third Party Sponsors, the details of which shall be determined throughfurther negotiations between WPTE and Online Partner.

# **7.**                                      IMAGES OF PARTICIPANTS

## The Parties shall require each participant of the Tourto attach a duly signed personal image statement to his or her entry form,which shall state the following:

### (a)                                  Each participant shall grant WPTE andThird Party Sponsors the right to use such participant’s images associated withthe Tour, free of charge, in photos, broadcasts or products and any othermedia, both known and yet to be developed.

### (b)                                 Each participant shall wear proper attireto the competitions as required by the Parties and the patches bearing theOfficial Tour Logo at the preliminaries and the grand finale of the Tour.

### (c)                                  During the preliminaries and grand finaleof the Tour, each participant shall refrain from wearing any advertisement,brand, trademark of any Person other than WPTE at the preliminaries and thegrand finales of the Tour, unless expressly approved in writing by WPTE.

# **8.**                                      PRIORITY RIGHT TO OTHER POKER SPORT COMPETITIONS

## As the Exclusive Marketing Partner and CommercialSanctioning Body of the Tour, WPTE shall have the first right of negotiation,for a period of 30 days, and the last right to match anoffer for an agreement with CLSAC on the same terms and conditions regardingother Poker Sport Competitions hosted by CLSAC.

 

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# **9.**                                      TERM AND TERMINATION

## 9.1.                              Term.  ThisAgreement shall have an initial term of five years, commencing on the datehereof (the “Term”).   After theexpiration of this Agreement, WPTE shall have the right to renew this Agreementon the same terms and conditions for a further five year term, provided thatthe Partnership Fee for the first year ofthe renewed term shall be increased by 25% from the fifth year of the Term.

## 9.2.                              Termination. Upon the occurrence of any of the following events either Party mayterminate this Agreement effective immediately or as otherwise designated bythe Party upon the delivery of a written notice to such effect to the otherParty:

### (a)                                  the other Party materially breaches thisAgreement and fails to cure such breach within 30 days after the first Partyhas given it written notice of such breach;

### (b)                                 the other Party suffers an Event ofBankruptcy; 

### (c)                                  the dissolution of the other Party;

### (d)                                 CLSAC (i) fails to submit an applicationto the relevant Government Authority to obtain any permit, approval, license,consent or similar document (collectively, “Permits”) required toperform any of CLSAC’s obligations under this Agreement within 30 days afterWPTE has given Company written notice of such requirement, or (ii) fails toobtain any such Permit within three months after such notice is given;

### (e)                                  any such Permit is revoked, expires andis not renewed or reissued or is otherwise no longer valid; or

### (f)                                    WPTE fails to pay any amount due andpayable under this Agreement within 60 days of the date when such amountbecomes payable.

## 9.3.                              Effect of Termination. Upon expiration or termination of this Agreement, each Party willdestroy or return all copies and extracts of the other Party’s confidentialinformation in its possession.  Theobligations and rights of the Parties under Sections 10, 11, 12, 14, 15, 16,17, 18, 19, 20 and 21 and all rights to payment for any invoiced or accruedamounts under Section 3 prior to the effective date of any such terminationwill survive the termination or expiration of this Agreement.

## 9.4.                              No Consequential or Punitive Damages. Notwithstanding anything to the contrary in this Agreement, neitherParty shall, in any event, be liable to the other Party hereunder or inconnection herewith for any indirect or consequential loss or damages including(but not limited to) loss of profit or goodwill.  Each Party agrees that it will not seekpunitive damages as to any matter under, relating to or arising out of thisAgreement or the transactions contemplated hereunder.  Each Party hereby waives, to the fullestextent it 

 

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## may do so, any rights or remedies for recovery ofindirect, consequential or punitive damages that may arise under any applicablelaw.  

## 9.5.                              Exercise of Rights. No delay or omission of either Party to exercise any right or remedyprovided for herein shall impair any such right or remedy or constitute awaiver of any such right or remedy or an acquiescence in any matter giving risethereto.  Every right and remedy given bythis Section 9 or by law to either Party may be exercised from time to time,and as often as may be deemed expedient, by WPTE or by CLSAC, as the case maybe.  

# **10.**                               CONFIDENTIALITY 

                                                WPTE and CLSAC shall hold in strictestconfidence and secrecy any and all of the other Party’s proprietary orconfidential information and trade secrets and, without the prior writtenconsent of the other Party (which consent may be withheld in its solediscretion), WPTE and CLSAC shall not disclose any such information to anyPerson other than (a) to its employees, agents and contractors who agree to beor are otherwise bound by the provisions of this Section 10, (b) to the otherParty or its Affiliates and their employees and representatives or (c) asrequired by law under the terms of a subpoena or order issued by a court ofcompetent jurisdiction or by another governmental agency or body.  In the event that either Party receives arequest to disclose all or any part of the information referred to in thepreceding sentence under the terms of a subpoena or order issued by a court ofcompetent jurisdiction or by another governmental agency or body, that Partyagrees (i) to promptly notify the other Party of the existence, terms andcircumstances surrounding such a request, so that it may seek an appropriateprotective order (and, if the other Party seeks such an order, to provide suchco-operation as it shall reasonably request) and (ii) in the absence of such aprotective order, to disclose only such of the information that is required tobe disclosed in the opinion of counsel, who shall be reasonably satisfactory tothe other Party, and to exercise its reasonable efforts to obtain an order orother reliable assurance that confidential treatment will be accorded to suchof the disclosed information which the other Party so designates.  The provisions of this Section 10  shall survive the expiration or earliertermination of this Agreement.

# **11.**                               FORCE MAJEURE

## 11.1.                        Events of Force Majeure. Neither Party shall be liable for failure of performance or delay ifoccasioned by an event of force majeure, such as war, civil disturbance, fire,flood, earthquake, storm, typhoon, the acts or omissions of architects,consultants, contractors or vendors (or their respective agents, employees,consultants or subcontractors), interruption of transportation, embargo,explosion, inability to procure (or shortage of supply of) materials or anyother cause beyond the reasonable control of such Party (“Force Majeure”);provided that each Party shall promptly upon becoming aware of the samenotify the other Party of the occurrence of any such event, specifying inreasonable detail the nature and extent of any anticipated failure ofperformance or delay on its part resulting or likely to result therefrom.

 

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## 11.2.                        Curing of Events of Force Majeure. Each Party shall exert its best efforts and  co-operate with the other Party to cure anyevent of Force Majeure.  If any event ofForce Majeure occurs that cannot be cured, and neither Party elects toterminate this Agreement, then the Parties shall use reasonably diligentefforts to mitigate the adverse impact of such event; provided that theobjectives and general spirit of this Agreement are protected and preserved tothe extent possible in light of such event.

# **12.**                               DISPUTES RESOLUTION

## 12.1.                        Consultation.  Any dispute, controversy or claim arising out of, orrelating to, this Agreement, or the performance, interpretation, breach,termination or validity hereof, shall be resolved through friendlyconsultation.  Such consultation shallbegin immediately after one Party has delivered to the other Party a writtenrequest for such consultation stating specifically the nature of the dispute,controversy or claim.  If within 30 daysfollowing the date on which such notice is given the dispute cannot beresolved, any Party shall have the right to submit the dispute to China International Economic and Trade Arbitration Commission and the dispute shall be finally resolvedby arbitration.

## 12.2.        Arbitration.

### (a)                                  The arbitration shall be conducted inBeijing under the auspices of the China International Economic and Trade Arbitration Commission and in accordance with itsArbitration Rules.   

### (b)                                 There shall be three arbitrators.  Each Party shall appoint one arbitrator. Allselections of arbitrators by the Parties shall be made within 30 days after theselecting Party gives or receives the demand for arbitration.  Such arbitrators shall be freely selected,and the Parties shall not be limited in their selection to any prescribedlist.  If any arbitrator to be appointedby a Party has not been appointed and consented to participate within 30 daysafter the selection of the first arbitrator, the relevant appointment shall bemade by the appointing authority of the Arbitration Center.  In all cases, the third arbitrator shall actas the presiding arbitrator and shall be appointed by agreement of the twoselected arbitrators.  If no agreement onsuch appointment can be reached within 15 days after the date on which thelater of the first two arbitrators to be appointed is appointed, the appointingauthority of the Arbitration Center shall make the appointment.  Ineach case in which the appointing authority of the Arbitration Center makes anappointment of an arbitrator, whether to appoint the third arbitrator orotherwise, the arbitrator appointed must not be of the same nationality as anyParty to the dispute.

### (c)                                  The arbitration proceedings shall beconducted in both Chinese and English.The arbitrators shall decide any dispute strictly in accordance with thegoverning law specified in Section 20. Judgment upon any arbitral award rendered hereunder may be entered inany court having jurisdiction, or application may be made to such court for ajudicial 

 

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### acceptance of the award and an order of enforcement,as the case may be. 

## 12.3.                        Injunction.  In order topreserve its rights and remedies, any Party shall be entitled to seekpreservation of property in accordance with Law from any court of competentjurisdiction or from the arbitration tribunal pending the final decision oraward of the arbitration tribunal. During the period when the dispute is being resolved, except for thematters being disputed, the Party shall in all other respects continue theirimplementation of this Agreement. In the event of any breach by WPTE of any of its  obligations under this Agreement, the rightsand remedies of CLSAC shall be limited to the right to recover damages, if any,in an action at law, and CLSAC hereby waives the right to seek injunctive orother equitable relief to enjoin, restrain or otherwise impair in any mannerthe production, distribution, exhibition, promotion or other exploitation ofthe rights granted to WPTE hereunder, in particular, in relation to theOfficial Tour Logo, the Tour, television and radio broadcasts, motion pictures and other mediaevents produced or distributed in connection withthis Agreement or any parts or elements thereof.

## 12.4.                        Service.  Each Partyirrevocably consents to the service of process, notices or other paper inconnection with or in any way arising from the arbitration or the enforcementof any arbitral award, by use of any of the methods and to the addresses setforth for the giving of notices in Section 17. Nothing contained herein shall affect the right of any Party to servesuch processes, notices or other papers in any other manner permitted byapplicable law.  If there is conflictbetween the above provisions and the Arbitration Rules, the Arbitration Rulesshall prevail.

# **13.**                               COSTS

                                                Each Party shall bear and pay its owncosts and disbursements of and incidental to the preparation and execution ofthis Agreement.

# **14.**                               ENTIRE AGREEMENT

                                                This Agreement constitutes the wholeagreement between the Parties and supersedes any previous agreements,arrangements or understandings between them relating to the subject matterhereof, including the Memorandum of Understanding between the Parties signed inApril 2007.  Each of the Parties acknowledgesand agrees that it is not relying on any statements, undertakings, warrantiesor representations given or made by any of them relating to the subject matterhereof, save for those statements, undertakings, warranties or representationsexpressly set out in this Agreement.

# **15.**                               VARIATION

                                                No amendment or variation of thisAgreement shall be effective unless in writing signed by one or more dulyauthorized Persons on behalf of each Party.

 

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# **16.**                               WAIVER

                                                No waiver by either Party, whether expressor implied, of any provision of this Agreement shall constitute a continuingwaiver of such provision or a waiver of any other provision of thisAgreement.  No waiver by either Party,whether express or implied, of any breach or default by another Party shallconstitute a waiver of any other breach or default of the same or any otherprovision of this Agreement.  No failureby either Party to exercise rights to monitor or inspect shall excuse anybreach or default by the other Party, whether or not such breach or defaultmight have been discovered through the exercise of such rights.

# **17.**                               NOTICE  

## 17.1.                        Delivery.  All notices,requests, demands, consents and other communications (“Notices”)required to be given by either Party to the other Party shall be served by:

### (a)                                  hand delivery or courier (with receiptthereof acknowledged in writing); or

### (b)                                 prepaid registered letter sent throughthe post (airmail if to any address in a country other than the country inwhich the sender is situated), return receipt requested; or

### (c)                                  facsimile transmission to the applicableParty, at the address indicated below:

| if to CLSAC: | 9 Tiyuguan Road                        |
|--------------|----------------------------------------|
|         | Chongwen District,  Beijing 100763     |
|         | the PRC                                |
|         | Attention:  Mr. Xing Xiaoquan     |
|         | Facsimile:  86-10-67133577             |
|         |                                   |
| if to WPTE:  | 5700 Wilshire Blvd.                    |
|         | Suite 350, Los Angeles,  CA 90036-3659 |
|         | United States of  America              |
|         | Attention:  Jon Kaplowitz         |
|         | Facsimile:  1-323-3309902              |

 

                                                or, as to each Party, at such otheraddress as shall be designated by such Party in a Notice to the other Partycomplying as to delivery with the terms of this Section 17.

## 17.2.                        Deemed Service of Notice. Any Notice served:

### (a)                                  by hand delivery or courier shall bedeemed to have been served on delivery;

 

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### (b)                                 by prepaid registered letter shall bedeemed to have been served 48 hours (120 hours if to an address in a countryother than the country in which the sender is situated) after the time at whichit was posted; and

### (c)                                  by facsimile transmission shall be deemedto have been served when sent.

## 17.3.                        Proof.  In provingservice it shall be sufficient:

### (a)                                  in the case of service by hand deliveryor courier, to prove that the Notice was properly addressed and delivered;

### (b)                                 in the case of service by prepaidregistered letter, to prove that the Notice was properly addressed and posted;and

### (c)                                  in the case of service by facsimiletransmission, to prove that the transmission was confirmed as sent by theoriginating machine.

# **18.**                               SEVERABILITY

## 18.1.                        Severability. If any provision or part of this Agreement, shall be, or be found by anyauthority of competent jurisdiction to be, invalid or unenforceable in whole orin part, such invalidity or unenforceability shall not affect the otherprovisions of this Agreement, all of which shall remain in full force andeffect.

## 18.2.                        Modifications to Ensure Validity. It is hereby agreed and declared that if any of the restrictions orprovisions hereunder shall be adjudged to be void but would be valid if part ofthe wording thereof were deleted or the periods thereof reduced or the range ofactivities or area dealt with thereby reduced in scope the said restriction orprovision shall apply with such modifications as may be necessary to make itvalid and effective.

# **19.**                               COUNTERPARTS

                                                This Agreement may be entered into onseparate engrossments each of which, when so executed and delivered, shall bean original but all the duly executed engrossments shall together constituteone and the same instrument and shall take effect from the time of execution ofthe last engrossment.  

# **20.**                               GOVERNING LAW

                                                This Agreement shall be governed by andconstrued in accordance with the laws of the PRC.

# **21.**                               MISCELLANEOUS

## 21.1.                        Successors and Assigns. All terms and provisions of this Agreement shall be binding upon theParties and their respective successors and Permitted Assignees.  WPTE shall have the right to assign thisAgreement and all rights, privileges, duties and obligations of WPTE to one ormore of its Permitted Assignees without the approval of CLSAC.  Within 30 days of its assignment to one ormore Permitted Assignees, WPTE shall notify CLSAC of such 

 

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## assignment in writing. Except as expressly provided to the contrary in this Agreement, thisAgreement and all rights, privileges, duties and obligations of WPTE arenon-assignable by any act of WPTE or by operation of law, and WPTE shall notlicense (except to the limited extent permitted by Section 2.1), assign,delegate, mortgage, hypothecate or otherwise encumber this Agreement or any ofits rights, privileges, duties and obligations hereunder without the priorwritten approval of CLSAC.

## 21.2.                        No Partnership. Nothing contained or implied in this Agreement shall constitute or bedeemed to constitute a partnership between the Parties and save as expresslyagreed herein neither Party shall have any authority to bind or commit theother Party.

## 21.3.                        Good Faith Performance. The Parties undertake to perform their obligations under this Agreementin good faith and to refrain from taking any actions or measures that wouldhinder the proper performance of the provisions set forth herein.

## 21.4.                        Parties in Interest. Nothing in this Agreement, whether express or implied, is intended tonor shall it be construed as to confer upon or give to any person (other thanthe Parties and their respective successors and Permitted Assignees) any rightsor remedies under or by reason of this Agreement, or any term, provision,condition, undertaking, warranty, representation, indemnity, covenant oragreement contained herein.

 

**INWITNESS WHEREOF**thisAgreement has been entered into by the Parties on the day and year first abovewritten.

 
| **CHINA LEISURE SPORTS ADMINISTRATIVE CENTER** |
|------------------------------------------------|
| ** **                                     |
| By:                                            | /s/ Xing Xiaoquan |
| Name:                                          | Xing Xiaoquan |
| Title:                                         | Director |
|                                           |   |
|                                           |   |
| **WORLD POKER TOUR ENTERPRISES, INC.**         |
| ** **                                     |
| By:                                       | /s/ Adam Pliska |
| Name:                                          | Adam Pliska |
| Title:                                         | General Counsel |
|                                                |  |  |

 

 

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**SCHEDULE 1**

**DEFINITIONS**

 

“Affiliate”means in relation to any Person, any other Persondirectly or indirectly controlling, controlled by or under common control withsuch Person, where “control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of a Person, whether through the ownership of voting securities, bycontract or otherwise, and includes (a) ownership directly or indirectly of 50%or more of the shares in issue or other equity interests of such Person, (b)possession directly or indirectly of 50% or more of the voting power of suchPerson or (c) the power directly or indirectly to appoint a majority of themembers of the board of directors or similar governing body of such Person, andthe terms “controlling” and “controlled” have meaningscorrelative to the foregoing.  

“Agreement”means this Cooperation Agreement as amended or varied from time to time inaccordance with Section 15.

“ArbitrationCenter” means the China International Economic and Trade ArbitrationCommission located in Beijing.

“ArbitrationRules” means the arbitration rules of the Arbitration Center.

“China” orthe “PRC” has the meaning set forth in the Preamble.

“CLSAC” hasthe meaning set forth in the Preamble.

“CLSAC IP”means all present and future copyrights, trademarks, service marks, tradenames, patents, know how, designs which in any case now or hereafter belong toCLSAC or its Affiliates or as to which CLSAC or its Affiliates now or hereafterhas rights to license.

“CLSACTrademarks” has the meaning set forth in Section 2.1(a).

“CommercialSanctioning Body” means the commercial brands or entities authorized byCLSAC to support CLSAC in the development, organization, codification of rulesand the commercial exploitation of the Poker Sport Competitions, including theTour.

“Dispute”means any dispute or difference of any kind whatsoever arising under, out of orin connection with the interpretation or implementation of this Agreement orthe exercise of any rights, or the performance of any obligations arising,under this Agreement.

“EventEntitlement” means the commercial brand name used as the primary name ofthe Tour as “World Poker Tour China National Tractor Poker Tour” or any similarname as agreed upon by the Parties, for so long as the Chinese characters for “China(中国)” or “National (全国)” are included in the Tour’s primary name.

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“Event ofBankruptcy” means an order being made or an effective resolution beingpassed for the winding-up, insolvency, administration, reorganization,reconstruction, dissolution or bankruptcy of a Party, or for the appointment ofa liquidator, receiver, administrator, trustee or similar officer of a Party,for all or a substantial part of its respective businesses or assets other thana bona fide reorganization or reconstruction of a Party while it is solvent.

“ExclusiveMarketing Partner” means a company or brand name authorized by CLSAC as itssole marketing partner for the Poker Sport Competitions, including the Tour.

“Force Majeure”has the meaning set forth in Section 11.1.“Full Sponsorship Preliminaries”has the meaning set forth in Section 3.1(d)(i).

“GovernmentAuthority” means any government authority or subdivision thereof, anydepartment, agency or instrumentality of any government authority orsubdivision thereof, any court or arbitral tribunal and the governing body ofany securities exchange.

“LocalPreliminary Organizer” means each of the local preliminary organizers ofthe Tour.

“Merchandise”means all merchandises publications, sound recordings, audio-visual materials,goods, apparel, souvenirs, stationery, housewares and other consumer productsand similar items.

“Notices”has the meaning set forth in Section 17.1.

“Official TourLogo” means the official trademarks for the Tour as defined and determinedin accordance with Section 2.1(b).  

“Online Partner”has the meaning set forth in Section 6.1.“Partial Sponsorship Preliminaries”has the meaning set forth in Section 3.1(d)(ii).

“Parties”means CLSAC and WPTE, and “Party” means either one of them.

“PartnershipFee” means the sum paid by WPTE for the commercial rights of the Tour.

“PartnershipProtection Categories”  means anymedia or gaming company engaged in the development, production and/or marketingof poker sport competitions or games, including television programming, liveevents, online competitions, licensing and sale of consumer products andsponsorships as specified in  Schedule2.  

“Pass ThroughRights” has the meaning set forth in Section 2.2.

“Permits”has the meaning set forth in Section 9.2(d).

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“Permitted Assignee”of a Party means any Affiliate of such Party for so long as such entity remainsan Affiliate.

“Person”means any individual, any form of body corporate, unincorporated association,firm, partnership, joint venture, consortium, association, organization ortrust (in each case whether or not having a separate legal personality).

“Poker SportCompetition” means the poker competition officially sanctioned by CLSACwhere two or more persons or teams engage for the purpose of leisure,entertainment or competing for prizes, award or recognition, and is deemed alegal sport by PRC law.

“SupportingSponsor” means supporting sponsors designated by WPTE to support the EventEntitlement, in a format such as “World Poker Tour China Tractor Poker Tour —Presented by China Mobile”.

“Term”means the term of this Agreement as established pursuant to Section 9.1.

“Termination”means either the expiration of this Agreement or its termination as provided inSection 9.

“Territory”means the mainland China, excluding Hong Kong and Macao Special AdministrativeZones and Taiwan.

“Third Party Sponsors”has the meaning set forth in Section 2.2.

                “Tour” means the ChinaNational Tractor Poker Tour (中国升级扑克(拖拉机) 冠军赛), including all preliminary and grandfinal matches sanctioned as part of the Tour, and all matches organized by theprovince, city, worker’s union, industrial sports association, or online orthrough mobile network and other matches similar of nature.

“WPTE” hasthe meaning set forth in the Preamble.

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**SCHEDULE 2**

**LIST OF****PARTNERSHIPPROTECTION CATEGORIES**

 

World Series of Poker

European Poker Tour

Party Gaming

 

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**SCHEDULE 3**

** **

**MATCH SCHEDULE**

** **

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**SCHEDULE 4**

** **

**RIGHTS TO BE GRANTED TO LOCALORGANIZERS**

 

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