[Exhibit 10.1 Cooperation Agreement, dated December 15, 2003,
                 between WinWin Shanghai and Shanghai Lottery.]

                              COOPERATION AGREEMENT
                                  ("Agreement")
                                 [Chinese Text]

Party A: Shanghai Welfare Lottery Issuing Center
[Chinese Text]
Add: Jinxiu building, 9-11 floor South Wulumuqi Road #406,
Shanghai, 200031
[Chinese Text: Chinese Text 406 Chinese Text 911 Chinese Text: 200031
Tel [Chinese Text]: 86-21-54651955: 86-21-64729999*601
Fax [Chinese Text]: 86-21-54651955

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

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

In order to cooperate on improving the sales and distribution of instant lottery
games in the Shanghai municipal district, People's Republic of China ("PRC"),
both Party A and Party B referenced above have reach 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]:

ONLINE INSTANT LOTTERY TICKET MARKETING & SALES PROGRAM ("Program")
[Chinese Text]

      I.    SERVICES SOUGHT [Chinese Text]

            Party A is in charge of the China Welfare Lottery games in the
            Shanghai municipal district. Party A desires to seek: [Chinese
            Text]:

            A.    Party B's exclusive advice and counsel on lottery management,
                  lottery television programs, lottery sales, marketing,
                  promotion, distribution and training of sales and marketing
                  personnel associated therewith relating to or connected with a
                  new online instant lottery ticket game or series of games
                  recently approved by the Central Government of China ("Games")
                  for rollout in the Shanghai municipal district; and [Chinese
                  Text].

            B.    Party B's expertise in tying said Games to a new television
                  game show broadcast to be produced by Party B with the
                  assistance of local television production partners. These new
                  Games will be created by Party B fundamentally consistent with
                  the new on-line games recently approved by China Welfare
                  Lottery Center Headquarters in Beijing. [Chinese Text].


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<PAGE>

            C.    Both parties agree to sign a formal confirmation letter on the
                  effective date of this agreement, so as to specify the types
                  and names of the lottery tickets that is the basis of this
                  cooperation. This confirmation letter shall be the basis of
                  the gross revenue of the lottery tickets tied to the Games (as
                  defined in VI.B). [Chinese Text].

      II.   SERVICES TO BE PROVIDED
            [Chinese Text]

                  Party B, a duly registered Chinese corporation and a
                  wholly-owned subsidiary of Win Win, Inc., a Nevada, USA
                  corporation, hereby agrees to: [Chinese Text]:

            A.    Provide the consulting services to Party A as set forth above
                  in Section 1 A above. See Exhibit 1 for greater details; and
                  [Chinese Text].

            B.    Provide the services necessary to accomplish the production of
                  a new online instant lottery ticket television program tied to
                  the Games for broadcast with one or more of Party A's
                  cooperation partners at local television stations. See Exhibit
                  2 for greater details. [Chinese Text].

      III.  CONDITION PRECEDENT TO PROVISION OF SERVICES
            [Chinese Text]

                  Party A desires to cooperate with Party B, and warrants to
                  Party B that it will ensure at least one television station in
                  the Shanghai municipal district will broadcast 50 episodes, at
                  least once per week during prime time television for 50 weeks
                  per year, of a new online instant lottery television game show
                  of at least 20 minutes in length tied to the Games. Both
                  parties will sign an agreement on TV program cooperation
                  specifically about the design, production, and other
                  cooperative matters. The agreement on TV Program will be a
                  premise to the execution of the current agreement. [Chinese
                  Text].

      IV.   AGREEMENT TO ACCEPT REASONABLE ADVICE
            [Chinese Text]

                  Party A welcomes Party B's services enumerated in Exhibits 1
                  and 2, and agrees to timely implement as many of the
                  suggestions as possible and permitted by the laws and
                  regulations of the PRC and the rules governing the operation
                  of China Welfare Lottery Center. [Chinese Text].

      V.    EXPENSES ASSOCIATED WITH PROGRAM

                  Party B agrees to bear all out-of-pocket costs related to the
                  implementation of its consultation services as enumerated in
                  Exhibits 1 and 2 during the first year of the agreement,
                  except for the internal and overhead costs of Party A, which
                  Party A agrees that such expenses and costs are for its own
                  account. During the second and third years of the Agreement,
                  the cost of implementation of the suggestions, except the
                  internal and overhead costs of either Party, shall be an
                  expense of the joint cooperation and paid out of the Shanghai
                  GRP or Maximum Shanghai GRP (as defined below) prior to


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<PAGE>

                  any distributions to the parties hereto. Shanghai GRP or
                  Maximum Shanghai GRP less the out-of-pocket expenses
                  referenced above, as the case may be, shall be hereinafter be
                  referred to as Lesser Shanghai GRP or Lesser Maximum Shanghai
                  GRP, respectively. [Chinese Text].

      VI.   FIELD SUPPORT BY PARTY A

            A.    Party A shall support and assist Party B in its effort to
                  maximize Party A's gross revenue percentage (as defined below)
                  for this Program from the sale and distribution of online
                  instant lottery tickets tied to the Games. The breakdown of
                  how revenue from sale of online instant lottery tickets tied
                  to the Games is calculated according to the current PRC and
                  China Welfare Lottery regulations is as follows: [Chinese
                  Text]:

                  1.    50% of the revenue generated from such sale is used to
                        pay for winners of the Games; [Chinese Text];

                  2.    35% of the revenue generated from such sale belongs to
                        China Welfare Lottery to be used for welfare purposes:
                        [Chinese Text];

                  3.    2.85% is used for payment for printing of tickets and
                        other related expenses; [Chinese Text];

                  4.    1.3% is used for payment to facility that provides
                        support for scanners necessary to management and track
                        sales of the instant lottery tickets for the Games;
                        [Chinese Text];

                  5.    7% is given to retailers/distributors who distribute the
                        online instant lottery tickets; [Chinese Text];

                  6.    1.5% is given to a management organization for handling
                        and managing the distributors for the online instant
                        lottery tickets; and [Chinese Text];

                  7.    2.35% is the gross revenue percentage (before expenses)
                        that remains with Party A ("Shanghai GRP")

            B.    Party A and Party B hereby agree that Party B shall use its
                  reasonable efforts, with the strong backing and support of
                  Party A, to persuade, modify, change or otherwise make
                  available alternatives or incentives to all parties, entities
                  or channels of approvals in the Central, Provincial and Local
                  Government of the PRC having an interest in or otherwise in a
                  position to dictate the percentages set forth in A1 through
                  A6, to accept less than the percentages so indicated for their
                  contributions to the Program, thereby increasing the net
                  percentage of the Shanghai GRP subject to distribution under
                  this Agreement (the sum of the aggregate percentages pulled or
                  released from A1 through A6 above, plus the original Shanghai
                  GRP referenced in A7 shall hereinafter be referred to as
                  "Maximum Shanghai GRP"). This means Party A shall clear the
                  way for regulatory approval, if necessary, as well as
                  assistance in renegotiation of any existing arrangements with
                  printers, lottery management companies, distributors,
                  retailers and other sellers of instant lottery tickets
                  currently part of Party A's network. For purposes of this
                  Agreement, the Shanghai GRP and the Maximum Shanghai GRP (and
                  their corresponding Lesser Shanghai GRP and Lesser Maximum
                  Shanghai GRP as defined above) shall be calculated on the
                  aggregate gross revenue of Games that are tied to the
                  television shows and the specific Games that the parties
                  designate in advance will


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<PAGE>

                  benefit directly from Party B's advice, action, investment in
                  out-of-pocket expenses, or utilized Party B's methodology,
                  know-how, strategy or other proprietary information,
                  regardless of whether such Games are tied to one or more
                  television shows. [Chinese Text].

            C.    Party A also agrees to open its relevant books and records in
                  a timely fashion, including all relevant existing agreements
                  and arrangements with all parties related to the sales and
                  distribution of instant lottery tickets in the PRC so as to
                  enable Party B to provide quality advice and improvements to
                  Party A and to avoid duplication of effort. Party B shall keep
                  such information confidential and is willing to sign any
                  reasonable confidentiality and non-disclosure agreement as may
                  be proposed by Party A. [Chinese Text].

      VII.  PAYMENT
            [Chinese Text]

            A.    In consideration of all of Party B's efforts and services
                  enumerated herein, including efforts to increase the Shanghai
                  GRP to Maximum Shanghai GRP, Party A agrees that Party B shall
                  be rewarded promptly for its efforts. This means payments to
                  party B shall be made within 15 days following the end of each
                  quarter based on the sales of that quarter (Shanghai
                  GRP/Maximum Shanghai GRP X Allocation Percentage.). [Chinese
                  Text].

            B.    During the first year of this Agreement, because all of the
                  out-of-pocket expenses for the Program are paid by Party B,
                  Party A and Party B shall split the Shanghai GRP or the
                  Maximum Shanghai GRP, as the case may be, with 30% of the
                  Maximum Shanghai GRP (or Shanghai GRP if there has been no
                  increase in net percentage) for Party A and 70% for Party B.
                  [Chinese Text].

            C.    During the second and third years, because the out-of-pocket
                  expenses for the Program (exclusive of all fees associated
                  with the production and broadcast of the TV programs tied to
                  the Games) are paid out first from the aggregate pool of
                  percentages remaining prior to distribution to the parties
                  thereto. Party A and Party B shall split the Lesser Shanghai
                  GRP or the Lesser Maximum Shanghai GRP, as the case may be,
                  with 40% of the Lesser Maximum Shanghai GRP (or lesser
                  Shanghai GRP if there has been no increase in net pool
                  percentage) for Party A and 60% for Party B. However, should
                  the overall gross revenue of the Games upon which the Shanghai
                  gross revenue or Maximum Shanghai gross revenue are calculated
                  for the second and third years increase or fall below the
                  gross revenue established in the year immediately preceding
                  expressed in percentage points of total gross revenue, then
                  Party B's share of the percentage split between Party A and
                  Party B shall be adjusted likewise in the same percentage
                  points. Party B's percentage share of the split for all the
                  years following year one and any renewals or extensions hereof
                  shall also be adjusted up or down based on the increase or
                  decrease in gross revenue from the year immediately preceding.
                  In no event shall Party A's share of the percentage split with
                  Party B fall below 15%.

                  [Chinese Text].

                  [Chinese Text].

            D.    During the second and third years when the out-of-pocket
                  expenses are agreed to be


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<PAGE>

                  reimbursed out of the Shanghai GRP or the Maximum Shanghai GRP
                  (as indicated below), as the case may be, both Party A and
                  Party B agree to advance such out-of-pocket expenses as needed
                  on a 50/50 basis for operations in accordance to an annual
                  budget mutually agreed to by the parties and then submit
                  receipts for reimbursement prior to distributions to either
                  party. Reimbursement to Party A or payments to Party B shall
                  be made via wire transfer into an account designated by the
                  appropriate Party. As indicated above (paragraph VII A),
                  payments to Party B shall be made on the basis of the
                  percentage split (60%) set forth herein within 15 days after
                  the end of each quarter. However, at the end of each year,
                  adjustments to the Shanghai GRP or Maximum Shanghai GRP, as
                  the case may be, shall be made to the total paid out
                  percentage to reflect increases or decreases in total annual
                  sales. [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 three (3) years, ending on the third
                  anniversary of the effective date of this Agreement. Unless
                  written notice is received by the renewing party clearly
                  stating that the non-renewing party has no intention to renew
                  this Agreement at least 180 days prior to the third
                  anniversary of the effective date of this Agreement, this
                  Agreement shall automatically renew on substantially the same
                  terms and conditions for an additional three-year term, except
                  that all out-of-pocket expenses shall be shared for the
                  following three year term in the same manner as it was shared
                  in years two and three of the Agreement. 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 may 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. [Chinese Text].

            E.    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
                  circumstances or events. [Chinese Text].


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<PAGE>

Party A:                                 Party B:
Shanghai Welfare Lottery Ltd.            Win Win Consulting (Shanghai) Co.

Issuing Center
[Chinese Text]                           [Chinese Text]

Authorized representative:               Authorized representative:
[Chinese Text]                           [Chinese Text]

/s/ [Chinese Text]                       /s/ Patrick Rogers

(Chop, [Chinese Text])
Date: 15 (date, 12 (month), 2003
2003 [Chinese Text] 12 [Chinese Text] 15 [Chinese Text]


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<PAGE>

                                    EXHIBIT 1
                                 [Chinese Text]

                         CONSULTING SERVICES FOR PARTY A
                                 [Chinese Text]

1)    Produce a new television game shows tied to the Games: [Chinese Text];

2)    Develop new ways to "play the games" to enhance customer interest;
      [Chinese Text];

3)    Develop complete marketing programs to increase sales and customer
      awareness; [Chinese Text];

4)    Develop, train and assist in the implementation of a sales and network
      that incentives and rewards dealer/distributor loyalty and performance;
      [Chinese Text];

5)    Develop, train and assist in the implementation of various promotional
      programs that generate customer awareness, sales, hype, viewer interest
      and viewer participation; [Chinese Text];

6)    Improve and streamline distribution network to maximize profit and cash
      flow; [Chinese Text];

7)    Assist with the design of instant lottery tickets to increase non-winning
      ticket value and customer retention value; [Chinese Text];

8)    Design and implement a sales system that maximizes efficiency, improves
      and consolidates record keeping and reporting, and distributor
      accountability; [Chinese Text];

9)    Develop a profit sharing system tied to ticket sales that encourages
      dealers/distributors to improve sales; [Chinese Text];

10)   Develop and implement an advertising campaign that will reach new
      customers; [Chinese Text];

11)   Develop new ways to link the instant lottery sales to other businesses who
      may profit from such association; and [Chinese Text];

12)   Develop ways to link China's lottery programs to programs in other
      countries. [Chinese Text].


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<PAGE>

                                    EXHIBIT 2
                                 [Chinese Text]

        SERVICES RELATED TO PRODUCTION AND BROADCAST OF A NEW TELEVISION
                              INSTANT LOTTERY SHOW
                                 [Chinese Text]

1)    Assist, advise, produce and broadcast a new high quality of television
      show tied to the Games; [Chinese Text];

2)    Advise on production, methods to improve quality and efficiency; [Chinese
      Text];

3)    Introduce and advise on available software that will be useful in
      production and post production tasks; [Chinese Text];

4)    Advise on distribution of programs to other local affiliates to improve
      viewership and viewer retention; [Chinese Text];

5)    Advise on various revenue models that will improve net income to local
      television stations; [Chinese Text];

6)    Advise on ways to reduce expenditure for game sets and utilize high
      technology and software to emulate sets; [Chinese Text];

7)    Advise on television program production to allow for possible audience
      participation; and [Chinese Text];

8)    Advise and potentially "participate" on other ways to generate revenue for
      the television station involved in the production and broadcasting of
      lottery shows. [Chinese Text].


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