EXHIBIT 10.10  







LOAN AGREEMENT AND
PROMISSORY NOTE 



December 31, 2005 



        THIS
LOAN AGREEMENT AND PROMISSORY NOTE (the “Agreement”) is entered into and
effective as of this 31st day of December 2005, by and between Lottery Online U.S.A, Inc.,
a California corporation (“Lender”) and Chilco River Holdings, Inc., a Nevada
corporation (“Borrower”). 



RECITALS  



	  	A.  	  	Lender
is an affiliate of the Borrower;  






	  	B.  	  	Lender
provided the Borrower with a number of advances, commencing September 14,           2005;
such advances to be used by the Borrower to aid in its payment of           professional
fees and certain corporate expenses, a list of which is set forth           in Exhibit
“A” of this Agreement;  






	  	C.  	  	The
Borrower repaid the Lender $40,000 on or about December 23, 2005;  






	  	D.  	  	The
Borrower and the Lender agree that the advances set forth in Exhibit           “A” were
made by the Lender on behalf of the Borrower for the           Borrower’s interest
and benefits;  






	  	E.  	  	The
Borrower and the Lender desire to convert the balance of such advances into           a
true and enforceable fully recourse loan at a rate of interest specified
          herein.  






        NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained and for
other good and valuable consideration, the parties agree as follows: 



AGREEMENT AND THE NOTE  



        FOR
VALUE RECEIVED, the Borrower promises to pay to the order of Lottery Online U.S.A.
Inc., a California corporation (“Holder”) or its successors, representatives and
assigns, at the address indicated below, the principal sum of NINETY-SIX THOUSAND SEVEN
HUNDRED FORTY ONE DOLLARS AND FIFTY-TWO CENTS ($96,741.52), in lawful money of the United
States of America, together with interest thereon at the interest rate defined below, on
the date five (5) business days after receipt of demand for payment (such date, the
“Maturity Date”); provided, however, that notwithstanding the foregoing if the
Borrower fails to pay the amount due hereunder in full when the same becomes due at
maturity or otherwise, interest will accrue on all amounts of principal and interest
outstanding under this loan agreement and promissory note (this “Note”) at 8%
per annum or, if less, the maximum amount permitted by applicable law, until all principal
and accrued and unpaid interest are paid in full. As
used in this Note, the term “business day” means any day that is not a Saturday,
Sunday or other day on which the commercial banks in the City of Los Angeles, California,
are authorized or required by applicable law to remain closed. 






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     1.    
          Interest and Payment. Borrower promises to pay interest from and
          including the date hereof until paid on the unpaid principal balance hereof at
          the rate of 4.34% per annum as of the date hereof. Interest shall be computed on
          the basis of a 360-day year. All payments specified herein shall be deemed made
          when actually received by Holder. This note may be prepaid, in whole or in part,
          without penalty to the Borrower. A partial prepayment shall not excuse Borrower
          from making the full payment required herein nor lessen the amount of such
          payment. Payments shall be in lawful money of the United States of America, and
          when received by Holder shall be applied first to all amounts due hereunder
          other than principal or interest, second to accrued interest, third upon the
          portion of the principal balance then due, if any, and fourth as a principal
          prepayment. 



     1.    
          Bankrutpcy. This Note and all amounts outstanding shall immediately and
          automatically mature and become due and payable, without presentment, demand,
          protest or notice, all of which are hereby waived, in the event that the
          Borrower files a voluntary petition in bankruptcy or an involuntary petition is
          filed against it and not dismissed within ten days. 



     3.    
          No Waiver. Neither this Note nor any term hereof may be amended or waived
          orally or in writing, except that any term of this Note may be amended and the
          observance of any term of this Note may be waived (either generally or in a
          particular instance and either retroactively or prospectively) with (but only
          with) the written consent of the Borrower and the Holder. This Note shall inure
          to the benefit of the Holder of this Note and the Borrower and their respective
          successors and assigns and be binding upon the Holder of this Note and the
          Borrower and their respective successors and assigns. 



     4.    
          Notice. Any notice or communication must be given in writing or delivered
          in person, or by overnight courier, or by facsimile addressed as follows: 



	  	
if to the Borrower: 






	  	
Chilco River  Holdings, Inc.

355 Lemon Avenue, Suite C

Walnut, California 91789

Facsimile:    (909)869-8444

Attention:  Corporate Secretary 







        if
to the Holder, at the address specified in writing by the Holder, or at such other
address and to the attention of such other person as the Borrower or the Holder may
designate by written notice to the other. Any such notice or communication is effective
(x) when received, if delivered in person or by facsimile, or (y) on the next business
day, if delivered by overnight courier.  



     5.    
          Transfer and Assignment. The Holder may sell, transfer, assign, encumber
          or otherwise dispose of this Note in whole or in part, other than as may be
          prohibited by applicable law. 



     6.    
          Enforcement Cost. The Borrower shall pay all reasonable out-of-pocket
          expenses 






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incurred by the Holder, including
fees and disbursements of counsel for the Holder, in connection with the enforcement of
this Note. 



     7.    
          Governing Law. This Note is governed by and shall be construed and
          enforced in accordance with the laws of the State of California for contracts
          made and wholly performed within that state and shall be construed as if drafted
          equally by the Borrower and the Holder. The Borrower hereby submits to the
          exclusive personal jurisdiction of the courts of the State of California and the
          federal courts of the United States sitting in Los Angeles County, and any
          appellate court from any such state or federal court. 



     8.    
          Unconditional Obligation. The Borrower’s obligations under this Note
          are absolute and unconditional and shall not be subject to any defense, setoff
          or counterclaim that may at any time be available to or be asserted by the
          Borrower. The Borrower hereby waives, and agrees not to assert, any right to
          offset or interpose as a defense or counterclaim any claim against the Holder
          against its obligations under this Note. 



     9.    
          No Waiver. No failure or delay on the part of the Holder in exercising
          any power or right hereunder, and no course of dealing between the Borrower and
          the Holder of this Note, shall operate as a waiver thereof, nor shall any single
          or partial exercise of any such right or power, or any abandonment or
          discontinuance of steps to enforce such a right or power, preclude any other or
          further exercise thereof or the exercise of any other right or power. 



     10.    
          Partial Invalidity. Should any provision of this Note be judicially
          declared to be invalid, unenforceable or void, such decision will not have the
          effect of invalidating or voiding the remainder of this Note, and the parties
          hereto agree that the provision of this Note so held to be invalid,
          unenforceable or void will be deemed to have been stricken herefrom and the
          remainder will have the same force and effectiveness as if such provision had
          never been included herein, provided, however the parties hereto shall use their
          best efforts to replace the provision so deemed to have been stricken herefrom
          with a provision that the parties reasonably believe to be valid and enforceable
          and which has a substantially identical economic and legal effect as the
          provision so deemed to have been stricken herefrom. 



        IN
WITNESS WHEREOF, the Borrower has caused this Note to be made, executed and delivered by
its duly authorized officer as of the day and year first written above. 




	
BORROWER:	
 CHILCO RIVER HOLDINGS, INC.                 

                                             

                                             

                                             

 By:  /s/ Tom Liu

___________________________________     

                   Tom Liu, Chief Executive Officer    

                                             

                                             

                                             

By:   /s/ Winston Yen

__________________________________       

                   Winston Yen, Chief Financial Officer











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ACKNOWLEDGED AND AGREED
BY:  




LOTTERY ONLINE USA, INC. 



By:  /s/ David Liu

______________________________ 



Its:  President

______________________________ 











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EXHIBIT “A”  



Advances Made by the
Lender 





						
	Check	 	09/14/2005 Harry C. Lin, CPA, APC	 	Accounting Fees	 	900.00	 	-900.00	 		 
	Check	 	09/14/2005 Wasserman Comden Casselman & Pearson	 	Legal Fees	 	8,796.00	 	-9,696.00	 
	Check	 	09/19/2005 Parasec	 	Legal Fees	 	95.00	 	-9,791.00	 
	Check	 	09/19/2005 Helen S Ruiz Interpreting Services	 	Legal Fees	 	950.00	 	-10,741.00	 
	Check	 	09/27/2005 Professional Interactive Entertainment	 	Website design	 	40,000.00	 	-50,741.00	 
	Check	 	10/10/2005 Mantyla McReynolds	 	8/31/05 balance due	 	7,236.00	 	-57,977.00	 
	Check	 	11/02/2005 Walnut Tech Business Center	 	Rent deposit	 	2,161.84	 	-60,138.84	 
	Check	 	11/02/2005 Walnut Tech Business Center	 	Rent	 	2,279.00	 	-62,417.84	 
	Deposit	 	11/28/2005 Lottery Online Inc.	 	Deposit by Lottery Online	 	20,000.00	 	-82,417.84	 
		 		 		 	50,000.00	 	-132, 417.84	 
	Check	 	12/28/2005 Walnut Tech Business Center	 	Rent	 	2,161.84	 	-134,579.68	 
	Check	 	12/28/2005 Walnut Tech Business Center	 	Rent Jan 06	 	2,161.84	 	-136,741.52	 








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