This cooperation Agreement (the agreement) is entered into as of the October 1, 2011 (effective date) by and between:

COOPERATION AGREEMENT

between

Company1

and

Company2

THIS COOPERATION AGREEMENT (the "Agreement") is entered into as of the October 1, 2011 ("Effective Date") by and between:

(1) Company1 (“"Contractor")

(2) Company2 (the "Customer"), a corporation organized and existing under the laws of the

WHEREAS:

(1) the Contractor engages in the business of developing and/or distributing of multi-user online games as per Annex No 1 hereto (the “Games”);

(2) the Customer engages in the business of operating and sales of online games;

(3) the Contractor agrees to manage and operate servers for the Games and grant the Customer an exclusive right to charge fees to users and the Customer agrees to pay the Contractor for such right according to the terms and conditions set forth in this Agreement.

NOW THEREFORE, the Parties hereby agree to enter into this Agreement which shall supersede all and any earlier agreements according to the Games and negotiations between the Parties before the Effective Date hereof and terminate the First Agreement.

1. DEFINITIONS

In this Agreement, unless the context requires otherwise, the following expressions shall have the following meanings:

a. “Games” shall mean any software/online service of the Contractor in the context of this Agreement, the access to which is provided to the Users on the Website.

b. “Website” shall mean the aggregate of software and the database in the form of electronic documents accessible in the Internet.

c. “User” shall mean an individual having access to the Website and using the Game within the framework of the Website and on the basis of the User Agreement to the Game, the User Agreement made with the Contractor.

d. “Intellectual Property Rights” shall mean any and all (by whatever name or term known or designated) tangible or intangible, presently identified or hereafter existing (a) rights associated with works of authorship, including, but not limited to, copyrights (including, without limitation, the sole and exclusive right to prepare "derivative works of the copyrighted work and to copy, manufacture, reproduce, distribute copies of, modify, perform and display the copyrighted work and all derivative works thereof) and moral rights (including, without limitation, all the rights under authorship and all the rights to subsequent amendments); (b) rights in relation to the protection of trademarks, service marks, trade names, goodwill, rights of publicity, merchandising rights, advertising rights and similar rights; (c) rights in relation to the protection of trade secrets and confidential information; (d) patents, designs, algorithms and other industrial property rights and rights associated therewith; (e) other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated) relating to intangible rights that are analogous to any of the foregoing rights (including, without limitation, logos, rental rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise; and (f) registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe (including, without limitation, rights in any of the foregoing.

e. “Term” shall mean a period of time starting on the Effective Day and ending on April 1, 2012. The Term of this contract will extend automatically for 1 (one) calendar year when it‘s expired, if neither party disagrees in writing with the terms of this contract and notifies the other 60 (sixty) days before expiration.

f. “Effective Date” shall mean the date, from which the agreement comes into force and all terms are calculated and which is October 1, 2011.

2. GRANT OF RIGHTS

a. The Contractor grants the Customer an exclusive rights for the whole Term to use the Games on the Website in such a manner and way that is required by the Customer to run the Games on the Contractor’s servers and make it available to the Users for a fee and exercise other Customer’s rights under this Agreement, including the rights to (i) translate the Games into the languages which are listed in the Annex No 1, (ii) communicate the Games to the Users, including the making available to the Users of the Games in such a way that the Users may access the Games from a place and at a time individually chosen by them over computer networks (on the Internet).

b. The Customer shall use the Games on the Website pursuant to this Agreement and is obliged to protect the rights of the Contractor, including but not limited to all Intellectual Property Rights as copyrights and design works. The Customer shall leave in position and not to cover or erase any notices or other marks (including, without limitation, details or notices of patents, trademark rights or design rights relating to the Games owned by the Customer or a third party) which the Contractor may place or affix to the Games.

c. During the Term and after termination, the Customer shall not sell outside the Website, sub-license, export or assist in or be a party to export the Games from the Website.

d. The exclusiveness of right granted by the Contractor by this agreement shall mean the Customer’s rights are sole and entire and operate to exclude all others, including Contractor and its affiliates except as otherwise expressly provided herein.

e. The present Agreement has been issued and signed in two originals, both of which have equal legal force. Each party is given one of the original copies of the Agreement.

3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

a. The Contractor expressly covenants and warrants that it has good title to the Games and the right to license their use to the Customer free of any proprietary rights of any other party or any other encumbrances whatsoever.

b. The Contractor acknowledges that ownership rights in information which is generated by the Games (i.e. users database, chatting logs, any other game logs but excluding any in game information) during the operation on the Website, and any related documentation, and any existing or future Intellectual Property rights, will be remained with both Contractor and the Customer, who will have the exclusive right to protect the same.

c. The Customer acknowledges that the Games in its original and/or localized form and any part thereof and any related documentation are proprietary in nature. The Contractor claims that all related Intellectual Property Rights granted by or available under law therein, title and sole ownership rights in relation to the Games in its original and/or localized form and any part thereof any related documentation, and any existing or future Intellectual Property Rights, will be remained with the Contractor, who will have the exclusive right to protect the same.

d. The Customer agrees that it shall not at any time attempt to register, assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any Intellectual Property Rights belonging to or licensed by the Contractor.

e. The Customer agrees to report to the Contractor any identified infringements, illegal uses or misuses of the Intellectual Property Rights of the Contractor in connection with the Games, including the software in its original and/or localized form and any part thereof and the content of any related documentation on the Website. The Customer agrees to assist the Contractor in enforcing or protecting such items and acknowledges that the Contractor shall have the right to bring a legal action or suit for infringement thereof. Such assistance shall be at the Contractor’s expenses.

4. LICENSE FEES AND REVENUE SHARING

a. For the rights granted in this Agreement the Customer shall pay the Contractor a revenue sharing fee.

b. The revenue sharing fee for the Games payable by the Customer to the Contractor under this Agreement shall be as follows:

(I) The Customer shall pay to the Contractor the monthly revenue sharing fee which equals to 66 % of the Customer’s brute revenue from the Games which shall include (i) revenue of premium accounts and other paid Games features, (ii) any other revenue that is a result using the Games; the Customer’s brute revenue shall mean the brute revenue, reduced by and exclude VAT paid by the Customer and any transaction fees of third-party payment providers;

(II) The Customer shall, within the first 10 (ten) days of the following month, provide the Contractor with a monthly sales revenue statement of the Games (the "Statement");

(III) the monthly revenue sharing fee shall accrue on the day the revenue is actually received by the Customer;

(IV) The Customer shall make payment of the monthly revenue sharing fee within 40 (forty) days after the month of account;

(V) The Customer shall not pay out the remuneration until formation of indebtedness to the Contractor, in an amount of 10 000 RUB (ten thousand Russian rubles).

5. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

a. The Parties hereby agree to administrate the Games as follows:

(I) the Contractor shall at its own costs administrate the Games, including but not limited to installing the Games on hardware, configuring, patching, updating the Games, fixing any errors of the Games and performing any actions which are required to run the Games. The Contractor shall apply these undertakings using the remote connection to the hardware server provided by the Customer and shall not use the hardware server or any software for any other purposes than running the Games;

(II) the Customer shall at its own cost make the Games available to the Users for a fee and exercise other Customer’s rights under this Agreement, including the license to translate the Games into the languages which are listed in the Annex No 1 and communicate the Games to the Users, including the making available to the Users of the Games in such a way that the Users may access the Games from a place and at a time individually chosen by them over computer networks (on the Internet);

b. The Customer shall without an undue delay report the errors of the Games to the Contractor.

c. The Customer shall at its own costs use its best endeavors to promote and market the Games and seek users of the Games on the Website. The Customer shall conduct the promotion and marketing of the Games on the Website with all due care and diligence and shall cultivate and maintain good relations with customers and potential customers on the Website in accordance with sound commercial principles.

d. Upon the Customer’s request the Contractor shall make the necessary amendments and modifications of the Games in order to fully integrate the payment system designated by the Customer. The Customer may suspend any payments under this Agreement until the Contractor complies with the obligations set herein.

e. During the whole Term, the Contractor shall continue developing and updating the Games and immediately furnish the Customer with the latest updates, upgrades, patches and bug fixes for the Games. These updates, upgrades, patches and bug fixes are provided by the Contractor in the languages which are listed in the Annex No 1.

f. During the whole Term the Contractor shall not grant and use any Intellectual Property Rights in the Games on the Website to any other parties except the Customer.

6. REPRESENTATIONS AND WARRANTIES

a. The Customer represents and warrants that the Customer has the right and authority to enter into this Agreement and that this Agreement and the exercise of the licenses granted hereunder does not and will not conflict with the terms of any agreement to which the Customer is a party.

b. The Contractor represents and warrants that (i) the Contractor has the right and authority to grant the licenses granted to the Customer in this Agreement and that this Agreement and the licenses granted in this Agreement do not and will not conflict with the terms of any agreement to which the Contractor is a party, (ii) it is either the sole and exclusive owner or an authorized Customer or user of all intellectual property rights and interests in the Games and that no third party has or is entitled to claim any intellectual property right or interest in any Games which is inconsistent with any undertakings of the Contractor made in this Agreement, (iii) the Games is developed in a skilled and professional manner by personnel who have adequate and relevant expertise and experience commensurate with their assigned roles.

7. CONFIDENTIALITY

a. Without prior written consent from the other party, the Customer and the Contractor agree that they will not use for their own benefits or disclose to any third party anything that relates to the term of this Agreement or any extensions or renewals thereof or subsequent to termination, any confidential information of the other party. For purposes of this Agreement, confidential information shall mean all information relating to the business of the Customer and the Contractor, including, without limitation, any unreleased information regarding the Games and technologies relating thereto or embodied therein, the particulars of arrangements with any person or entity, manufacturing sources, financial information of the Customer and the Contractor.

b. Upon termination of this Agreement for any reason whatsoever, each party shall promptly deliver to the other party any and all confidential information, including, without limitation, the manuals, letters, notebooks, reports, advertising literature, sales aids, and other materials relating to the business of the other party (including all copies of such confidential information) which are owned by, and in custody and control of that party. This section shall survive the expiration or termination of this Agreement.

8. INDEMNIFICATION

a. If the Parties breaches its contractual obligations under this Agreement or presents false warranties, it shall indemnify and defend the other party and its agents, directors, officers, employees and shareholders, and hold them harmless from and against any damages arising out of any third-party claim and to cover any and all losses, expenses and costs incurred by the aggrieved Party due to such violation or false warranty.

b. If any part of the Games becomes the subject of any claim or if a court judgment is made that the Games in its original and/or localized form and any part thereof and any related documentation does infringe, or if the use or licensing of any part of the Games in its original and/or localized form and any part thereof and any related documentation is restricted, the Contractor at its option and expense may:

i) obtain for the Customer the right to continue to use the Games and any part thereof and any related documentation; or

ii) if the use of the Games is prevented by permanent injunction, accept its return and refund any and all losses, expenses and costs incurred by the Customer.

9. TERMINATION:

a. This Agreement may be terminated immediately by notice in writing:

(I) by the Contractor if the Customer fails to pay any sums due under this Agreement by the due date notwithstanding any other provisions for late payment in this Agreement;

(II) by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy the same (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

(III) by either party if the other party is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts or anything analogous to such event occurs in any applicable jurisdiction.

b. This Agreement may be terminated by either party with the written notice in 30 days.

10. CONSEQUENCES OF TERMINATION

a. Upon termination, regardless of matter, the Customer is obliged to pay any accumulated monthly profit-sharing sums and the rest of the annual license fee (in case it has not been fully paid).

b. Except where both Parties agreed to the otherwise, upon termination of this Agreement under any circumstances:

(I) All of Customer’s rights with respect to the Game, including in its original and/or localized form and any part thereof, tools, and codes will automatically and immediately terminate, and the Customer shall immediately cease to use the Games in its original and/or localized form and any part thereof, tools, and codes, and shall destroy any materials representing the same, along with a written confirmation of destruction or return, signed by an authorized officer of the Customer.

(II) The termination of this Agreement under any circumstances shall not affect any rights and obligations already acquired as of the date of the termination, for example, any monthly revenue sharing fee prior to the termination shall be payable notwithstanding the termination.

11. COST

Unless otherwise stated, each party shall bear all costs incurred in the performance of its own undertakings, duties and obligations under this Agreement.

12. RELATIONSHIP OF THE PARTIES

It is the intention and understanding of the Customer and the Contractor that the relationship between them shall be at all times independent. This Agreement shall not be considered as the creation of an agency relationship, or similar relationship, between them.

13. NO ASSIGNMENT

Neither Party shall assign this Agreement or any of its rights, nor delegate any of its obligations hereunder, in whole or in part, without the other Party's prior written consent, to third party.

14. AMENDMENT

No variation of or supplement to this Agreement shall be effective unless the Parties have agreed in writing.

15. COMPLIANCE WITH LAWS

The Customer warrants that it complies with all laws and regulations on the Website during the operation.

16. NOTICES

Any notice or other communication to be given in connection with this Agreement shall be in writing, and shall be either (as elected by the party giving such notice): (a) personally delivered; (b) transmitted by registered or certified mail; (c) transmitted by courier service; (d) sent by confirmed facsimile; or (e) sent by confirmed e-mail. Unless there are other evidences, all notices will be deemed to have been duly given on: (x) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally or by courier; (y) fourteen (14) days after the date of posting if transmitted by mail; or (z) if transmitted by facsimile or e-mail with confirmation, the date of transmission.

Neither party may change its address for purposes hereof unless a prior notice of no less than five (5) days has been given to the other party.

17. VALIDITY

If any provision of this Agreement is declared or found to be inappropriate or unenforceable, then both parties shall negotiate with each other and modify the provision to the extent necessary to make it valid and enforceable. If that is not possible, another provision that is legal and enforceable will be substituted.

18. WAIVER

The failure of either party to exercise any right hereunder shall not be construed to be a waiver of such right.

19. FORCE MAJEURE

Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than a payment of money) as a result of any cause beyond its reasonable control, including but not limited to any industrial dispute. If such delay or failure continues for at least 90 days, either party will be entitled to terminate the Agreement by notice in writing without further liability of either party arising directly as a result of such delay or failure.

20. ENTIRE AGREEMENT

This Agreement supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation. This Agreement shall constitute the entire agreement on the licensing of the Games between the parties.

IN WITNESS WHEREOF, the Customer and the Contractor have each caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

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