STOCK
PURCHASE AGREEMENT

      


      Private
Purchase and Sale of Common Stock of Loto Inc.

      


      THIS
AGREEMENT is made and entered into as a private transaction of the date set
forth on the signature page below, by and between the Seller set forth on the
signature page hereto (the “Seller”) and the purchaser set forth on the
signature page below (the “Purchaser”);

      


      WHEREAS,
the Seller is the record owner and holder of common stock shares (the “Common
Stock”), of Loto Inc., a Nevada corporation (the “Company”);

      


      WHEREAS,
the Seller desires to sell to Purchaser such shares of Common Stock of the
Company set forth on the signature page below, (“Stock”); and

      


      WHEREAS,
the Purchaser desires to purchase the Stock and the Seller desires to sell the
Stock, upon the terms and subject to the conditions hereinafter set
forth.

      


      NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement, and other good and valuable consideration, the adequacy of which
is expressly acknowledged as sufficient in all respects, the Seller and the
Purchaser hereby agree as follows:

      


      
        	
                1.

              	
                PURCHASE
      AND SALE.

              


      

      


      
        	
              	
                (a)

              	
                Subject
      to the terms and conditions hereinafter set forth, at the Closing of the
      transaction as defined herein, the Seller shall sell, convey, transfer,
      and deliver to the Purchaser the Stock, and the Purchaser shall purchase
      from the Seller the Stock for the purchase price in the aggregate as set
      forth on the signature page hereto (the “Purchase
  Price”).

              


      

      


      
        	
              	
                (c)

              	
                The
      Closing of the transactions contemplated by this Agreement (the
      “Closing”), shall be deemed to occur after all three of the following
      conditions have been satisfied: (i) after acceptance of this Agreement by
      the Seller, (ii) after receipt of the Note representing payment for the
      Stock; and (iii) upon receipt by the Purchaser of the stock certificate
      representing the purchased Stock into escrow of the Escrow Agent as
      defined herein.

              


      

      


      
        	
              	
                (d)

              	
                The
      Purchase Price for the Stock shall be delivered by the Purchaser in the
      form of a Note, in the form set forth as Exhibit A
      hereto (the “Note”).  The Note shall be for the full amount of
      the Purchase Price and shall have an interest rate equal to prime rate
      plus 1.5%.  The principal and interest shall be due three (3)
      years from the date of its
execution.

              


      

      


      
        	
              	
                (e)

              	
                Acceptance
      of the Agreement shall be subject to delivery of anti-money laundering due
      diligence documentation which is satisfactory to the bank of the Seller,
      the requirements of which are set forth on the Signature Page
      hereto.  The Seller reserves the right to request any and all
      supplemental anti-money laundering due diligence information which it
      deems necessary, as determined and requested at its sole discretion and
      the Seller may reject the acceptance of any proceeds delivered as the
      Purchase Price if such due diligence information is not satisfactory to
      the Seller.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      
         

        Stock
Purchase Agreement 

          
            

          

        

      

      


      
        	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES OF SELLER.

              


      

      


      
        	
              	
                (a)

              	
                The
      Seller hereby represents and warrants to the Purchaser: (i) The Seller is
      not a party to any agreement, written or oral, creating rights in respect
      to the Stock in any third person or relating to ownership or voting of the
      Stock;  (ii) the Seller is the lawful owner of the Stock, free
      and clear of all security interests, liens, encumbrances, contingent or
      otherwise, equities or other charges, taxes or restrictions of any nature
      (except restrictions of applicable securities laws); (iii) there are no
      existing warrants, options, purchase agreements, redemption agreements,
      calls, puts or other rights of any nature whatsoever relating to the
      Stock, nor are there any other understandings, arrangements or agreements
      creating rights of third parties with respect to such
      Stock.  Except with respect to restrictions applied as a matter
      of law pertaining to transfers of restricted securities, at the Closing,
      the Purchaser will acquire all right, title and interest in the Stock free
      and clear of any impairment, encumbrance or liens or any interest,
      contingent or otherwise, of any person, public or private entity,
      association or organization, or any judicial orders or any governmental
      entity or quasi-governmental
authority.

              


      

      


      
        	
              	
                (b)

              	
                The
      Seller hereby represents and warrants that there has been no act or
      omission by the Seller which would give rise to any valid claim against
      any of the parties hereto for a brokerage commission, finder's fee, or
      other like payment in connection with the transactions contemplated hereby
      and no third party has any rights, contingent or otherwise, in the Stock
      or proceeds thereto.

              


      

      


      
        	
              	
                (c)

              	
                The
      Seller acknowledges its understanding that the offering and sale of Stock
      is intended to be exempt from registration under Rule 903 of Regulation S
      promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”).

              


      

      


      
        	
              	
                (d)

              	
                The
      Seller is not receiving a selling concession, fee or other remuneration in
      respect of the securities sold.

              


      

      


      
        	
                3.

              	
                REPRESENTATIONS
      AND WARRANTIES OF PURCHASER.

              


      

      


      
        	
              	
                (a)

              	
                No
      consent, approval, authorization or order of, or any filing or declaration
      with any governmental authority or any other person, is required for the
      consummation by the Purchaser of any of the transactions contemplated by
      the Purchaser under this Agreement.

              


      

      


      
        	
              	
                (b)

              	
                The
      Purchaser is acquiring the Stock for his or her own account as principal,
      and not as a nominee or agent; for investment purposes only, and not with
      a view to, or for, resale, distribution or fractionalization thereof in
      whole or in part; and no other person has a direct or indirect beneficial
      interest in such Stock or any portion thereof.  The Purchaser
      has no contract, undertaking, agreement or arrangement with any person to
      sell, transfer, distribute or grant participations in the Stock to any
      person, entity or organization.

              


      


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      
        	
              	
                (c)

              	
                The
      Purchaser is not acquiring the Stock as a result of or subsequent to any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or
      radio, or presented at any seminar or meeting, or pursuant to any
      solicitation of a subscription by a person not previously known to the
      Purchaser in connection with investment securities
    generally.

              


      

      


      
        	
              	
                (d)

              	
                Except
      as otherwise provided in this Agreement, the Purchaser understands that
      the Company is under no obligation to register the Stock under the
      Securities Act, or to assist the Purchaser in complying with the
      Securities Act or the securities laws of any state of the United States or
      of any foreign jurisdiction.  The Purchaser understands that the
      Stock must be held indefinitely unless such Stock is registered under the
      Securities Act or an exemption from registration is
      available.  The Purchaser acknowledges that such person has been
      advised of the limitation of Rule 144 promulgated under the Securities Act
      (“Rule 144”), and that the Purchaser has been advised that Rule 144
      permits resales only under certain circumstances which are currently not
      available with respect to the Stock.  The Purchaser understands
      that it will be unable to sell or trade any of the Stock without either
      registration under the Securities Act or the availability of exemption
      from registration.

              


      

      


      
        	
              	
                (e)

              	
                The
      Purchaser (i) is experienced in making investments of the kind described
      in this Agreement, (ii) is able, by reason of his or her own business and
      financial experience and or his or her own professional advisors, has such
      knowledge and experience in financial and business matters as to be
      capable of evaluating the merits and risks of investment in the Stock and
      (iii) is able to afford the entire loss of his or her own investment in
      the Stock.

              


      

      


      
        	
              	
                (f)

              	
                The
      Purchaser acknowledges his understanding that the offering and sale of
      Stock is intended to be exempt from registration under Rule 903 of
      Regulation S promulgated under the Securities Act.  In
      furtherance thereof, in addition to the other representations and
      warranties of the Purchaser made herein, nothing herein shall construe the
      Purchaser as an agent acting on behalf of the
  Company.

              


      

      


      
        	
              	
                (g)

              	
                Purchaser
      is aware that no U.S. federal or state agency has (i) made any finding or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Stock, or (iii) guaranteed or insured
      any investment in the Stock or any investment made by the
      Company.

              


      

      


      
        	
              	
                (h)

              	
                Purchaser
      understands that the price of the Stock offered hereby bear no relation to
      the assets, book value or net worth of the Company and such price was
      determined solely by mutually agreement as determined between the
      Purchaser and the Seller.  Purchaser acknowledges and
      understands that there is a risk of dilution on his or its investment in
      the Company.

              


      


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      
        	
                4.

              	
                REGULATION
      S REPRESENTATIONS

              


      

      


      
        	
              	
                (a)

              	
                The
      Purchaser acknowledges and agrees that the Company shall, and shall
      instruct its transfer agent to, refuse to register any transfer of the
      Common Stock issued hereunder not made in accordance with the provisions
      of Regulation S, pursuant to registration under Securities Act or pursuant
      to an available exemption from registration required under the Securities
      Act.

              


      

      


      
        	
              	
                (b)

              	
                The
      Purchaser understands and acknowledges that the shares of Stock have not
      been registered under the Securities Act and are being offered and
      transferred in reliance upon the exemptions provided in Regulation S of
      the Securities Act and the Rules and Regulations adopted
      thereunder.  Accordingly, the shares of Stock may not be offered
      or sold in the U.S. or to U.S. Persons (as such term is used in Regulation
      S) unless the securities are registered under the Securities Act, or an
      exemption for the regulation requirements is
      available.  Furthermore, hedging transactions involving the
      shares of Stock may not be conducted unless in compliance with the
      Securities Act.

              


      

      


      
        	
              	
                (c)

              	
                The
      Purchaser makes the following representations and warranties for the
      benefit of the Seller and the Company with the intent that the same may be
      relied upon in determining the suitability of the Purchaser as a qualified
      Non-U.S. Person purchaser and transferee of
  securities:

              


      

      


      (i) The
Purchaser did not receive the offer for the shares of Stock (the “Offer”), nor
was he, she or it solicited to purchase the shares of Stock, in the United
States; that this Agreement has not been executed or delivered by the Purchaser
in the United States, and neither the Purchaser nor any Person acting on behalf
of the Purchaser has engaged, directly or indirectly, in any negotiations with
respect to the Offer or this Agreement in the United States;

      


      (ii) The
Purchaser is not a U.S. Person (i.e., (i) not an individual resident in the
U.S.; (ii) a partnership or corporation organized or incorporated in the United
States; (iii) an estate of which any executor or administrator is a U.S. Person;
(iv) a trust of which any trustee is a U.S. Person; (v) a dealer holding an
account for a customer; (vi) an agency or branch of a foreign entity located in
the U.S.; or (vii) a partnership or corporation (A) organized or incorporated
under the laws of any foreign jurisdiction and (B) formed by a U.S. Person
principally for the purpose of investing in securities not registered under the
Securities Act and is not acquiring the shares of Stock for the account or
benefit of a U.S. Person;

      


      (iii) The
Purchaser is not purchasing the shares of Stock as a result of, or subsequent
to, (i) any advertisement, article, notice or other communication published in
any newspaper, magazine or other publication or broadcast over television or
radio in the U.S.; (ii) any promotional seminar or meeting in the U.S., or (iii)
any solicitation by a Person not previously known to it in connection with
investments in securities generally; and


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      (iv) The
shares of Stock have not been registered under the Securities Act or under any
state securities laws and that the Purchaser agrees to transfer its shares of
Stock in the U.S. or to, or for the account or benefit of, U.S. Persons only if
(i) the shares of Stock are duly registered under the Securities Act and all
applicable state securities laws; or (ii) there is an exemption from
registration under the Securities Act, including any exemption from the
registration requirements of the Securities Act which may be available pursuant
to Rule 903 or Rule 904 under Regulation S, and all applicable state securities
laws; that prior to any such transfer the Company may require, as a condition
affecting a transfer of the shares of Stock, an opinion of counsel in form and
substance satisfactory to the Company as to the registration or exemption
therefrom under the Securities Act and applicable state securities laws; that
the Company is under no obligation to register the shares of Stock under the
Securities Act or any applicable state securities laws on its behalf or to
assist it in complying with any exemption from such registration;

      


      (v)
Except as distributed by Purchaser in accordance with the requirements and
provisions of Rule 903 of Regulation S; the shares of Stock will be acquired
solely for the account of the Purchaser, for investment purposes only, and not
with a view to, or for sale in connection with, any distribution thereof and
with no present intention of distributing or reselling any part of the shares of
Stock.

      


      (vi) The
Purchaser agrees not to sell, pledge, transfer, dispose of, or otherwise deal
with or engage in hedging transactions involving, its shares of Stock or any
portion thereof except as otherwise permitted herein, unless and until counsel
for the Company shall have determined that the intended disposition or action is
permissible and does not violate the Securities Act or any applicable state
securities laws, or the rules and regulations thereunder.

      


      (vii) The
Purchaser jurisdiction of principal place of business and corporate domicile, as
set forth on the signature page hereto with respect to notices under this
Agreement, is true and correct.

      


      (viii)
The Purchaser is not the issuer, a distributor, dealer or an affiliate of the
issuer, distributor or a dealer.  The Purchaser is not receiving a
selling concession, fee or other remuneration in respect of the securities
sold.  The Purchaser undertakes and agrees that: (a) any offer or
resale of the Stock within a one year restricted period shall be made solely
outside of the United States in an offshore transaction on a designated offshore
securities market as such term is defined in Rule 902(b) of Regulation S
promulgated under the Securities Act; (b) No directed selling efforts shall be
made in the United States by any seller, an affiliate, or any person acting on
their behalf; (c) the Seller or a person acting on the Seller's behalf will send
to the Purchaser a confirmation or other notice stating that the securities may
be offered and sold during the distribution compliance period only in accordance
with the provisions of this Regulation S (Rule 901 through Rule 905, and
Preliminary Notes); pursuant to registration of the securities under the Act; or
pursuant to an available exemption from the registration requirements of the
Act.


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      
        	
                5.

              	
                GENERAL
      PROVISIONS.

              


      

      


      
        (a)
Entire
Agreement. This Agreement (including the covenants of confidentiality
incorporated herein by reference to the Memorandum, the schedules and exhibits
hereto and any written amendments hereof executed by the parties) constitutes
the entire Agreement and supersedes all prior agreements and understandings,
oral and written, between the parties hereto with respect to the subject matter
hereof.  The Company and the Company’s Transfer Agent, although not
signatory parties hereto, are expressly authorized and permitted to rely upon
any and all provisions of this Agreement.  No other third party
beneficiaries may rely upon this Agreement.

      

      


      
        (b)
Headings
and Construction. The section and other headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.  All pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the person or persons referred to may
require.

      

      


      
        (c)
Costs.  Except
as otherwise set forth herein, each of the parties hereto shall pay its own fees
and expenses (including the fees of any attorneys, accountants, appraisers or
others engaged by such party) in connection with this Agreement and the
transactions contemplated hereby whether or not the transactions contemplated
hereby are consummated.

      

      


      
        (d)
Each
Certificate representing the Stock shall be imprinted with the following legend
restricting the transferability of the Stock except as permitted by applicable
securities laws or exemptions therefrom:

      

      


      THE
SECURITIES ARE BEING OFFERED TO PURCHASERS IN A PRIVATE TRANSACTION WHO ARE NOT
U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE SECURITIES ACT)) AND WITHOUT REGISTRATION WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON
REGULATION S PROMULGATED UNDER THE SECURITIES ACT.  TRANSFER OF THESE
SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE
EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.

      


      
        (e)
Severability.
Each provision of this Agreement shall be considered separable and, if for any
reason any provision(s) hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

      

      


      
        (f)
Survival.  The
parties’ representations and warranties made in this Agreement shall survive the
execution and delivery hereof and delivery of the purchased
Stock.

      


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      (g)
Notices.  Any notice or other communication required or permitted to
be given hereunder shall be in writing and given or made (a) by personal
delivery or (b) by overnight courier service with confirmation of receipt at the
respective addresses set forth on the signature page hereto, or at such other
address as any party hereto may subsequently furnish in writing to the other
party.

      


      (h)
Assignability.  This Agreement and the rights, interests and
obligations hereunder are not transferable or assignable by the Seller without
the consent of the Purchaser and the transfer or assignment of the Stock shall
be made only in accordance with this Agreement.  The Purchaser may
assign its rights hereunder without consent of the Seller provided such assignee
performs all obligations of Seller set forth hereunder.

      


      (i)
Irrevocability; Binding Effect.  The Purchaser hereby acknowledges and
agrees that the purchase hereunder is irrevocable, except as required by
applicable law, and that this Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, executors, administrators,
successors, legal representatives and permitted assigns.  This
obligations of the Seller hereunder shall terminate if the bank of the Seller
does not accept the anti-money laundering documentation of
Purchaser.

      


      (j)
Modification.  This Agreement shall not be modified, amended or waived
except by a written instrument signed by the party against whom any such
modification, amendment or waiver is sought.

      


      (k) Disputes.  Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled exclusively by binding arbitration in Toronto,
Ontario, Canada pursuant to the rules of an arbitral forum mutually agreed upon
by the Seller and the Purchaser.  In the event that an arbitral forum is
not agreed upon after delivery of notice by the party initiating such
arbitration and forty-five days after confirmed receipt of such notice by the
other party, then any court having competent jurisdiction over the party shall
have full power and authority to appoint an arbitrator in Toronto, Ontario,
Canada, who shall be a solicitor with not less than ten years corporate
transactional experience.  The fees and costs of such arbitration shall be
paid by the non-prevailing party.

      


      (l) Governing Law. 
This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without regard to principles of
conflicts of law.  Each of the Seller and the Purchaser (i) hereby
irrevocably submits to the jurisdiction of the United States District Court
sitting in the Southern District of New York for the purposes of any suit,
action or proceeding arising out of or relating to this Agreement and (ii)
hereby waives, and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper.  Each of the
Seller and the Purchaser consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. 
Nothing in this Section shall affect or limit any right to serve process in any
other manner permitted by law.


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      (m) Stock
Power.  The undersigned, a stockholder of record of Loto Inc., by the
hand of its duly authorized undersigned directors, hereby assigns and transfers
title unto the Purchaser the shares of Common Stock set forth on the signature
page hereto, as represented by the stock certificate of Seller, at such time as
all terms and conditions in this Agreement are satisfied or waived, subject to
delivery and acceptance by the Company’s Transfer Agent, and the Seller does
hereby irrevocably constitute and appoint the law firm of Wuersch & Gering
LLP as agent (the “Agent”) to cause the transfer of title of said shares of
Common Stock on the books of the within named Company, with full power of
substitution in the premises, effective as of the date of delivery to the
Transfer Agent.  This provision shall be deemed to serve as a Stock
Power and shall have the same full power, force and effect as a separate Stock
Power instrument, which may be fully relied upon by the Company, the Agent and
the Transfer Agent to the same and full extent as a separately endorsed Stock
Power.  The Transfer Agent is hereby expressly authorized to accept
delivery of this Agreement and any related instruction letter via fax, or scan
and e-mail, and to accept fax or scanned copies of the aforementioned executed
documents, and the Transfer Agent is furthermore expressly authorized to accept
the stock power contained herein without a medallion signature guarantee or
notary authentication.

      


      (n) As a
security for the payment of the Purchase Price, the Purchaser shall place stock
certificates representing the Shares into escrow with the law firm designated by
Purchaser (the “Escrow Agent”).  The Purchaser and Seller agree that
the terms of such escrow shall be mutually agreed upon based on the standard
form of the Escrow Agent.  The Escrow Agent shall release to Purchaser
all stock certificates representing the Shares from escrow upon the receipt of
written notification from both the Seller and the Purchaser that the Note
representing the Purchase Price has been paid in full.  The Purchaser
may not pledge, sell, loan or otherwise create any direct or contingent
third-party ownership interest in the Shares until such time as the Note
representing the Purchase Price has been paid in full.

      


      (o)
Counterparts. This Agreement may be executed in one or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

      


      [Signature
Page Follows]


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      IN
WITNESS WHEREOF, this Agreement has been executed by each of the parties hereto
as of April 19, 2010.

      


      Purchase
of Loto Inc. Common Stock:

      
        
          
            
              
                	 
      
	
                        Purchase Price: **USD$1.50 (ONE DOLLAR FIFTY U.S.
      CENTS)** PER SHARE

                      
	 
      
	
                        Total Shares of Stock
      Purchased:  **19,300,000**

                      
	 
      
	
                        Total Purchase
      Price:  **$28,950,000.00**- By Note

                      
	 
      
	
                        Due Date for Receipt of Purchase Price Proceeds:
      Per Note Exhibit A

                      
	 
      


              

            

          

        

      

      Purchaser:


      
        


        
          
            	
                    Print
      Full Legal Name: 

                  	
                    2238646 ONTARIO
  INC.

                  


          

        

        
          
            
              
                	
                        Address: 

                      	
                        23 Bedford Road, Toronto, Ontario, Canada, M5R
      2J9

                      
	 	 


              

            

          

        

        
          
            	
                    Telephone
      (with country code): 

                  	
                      +1 (416)
366-6466

                  


          

        

        
          
            
              	
                      Fax
      Number: 

                    	 
      


            

          

        

        
          
            	
                    E-mail: 

                  	
                    jrb@randallbarrs.ca

                  


          

        

        
          
            
              
                	
                        Address
      for Notices and Delivery of Stock Certificate: 

                      	
                        Per Escrow Agreement

                      
	 	 


              

            

          

        

        
          
            
              
                	
                        Permanent
      Address  (if different from above) 

                      	
                        same

                      
	 	 


              

            

          

        

        
          
            	
                    Legal
      form if an entity (trust, corporation, partnership,
      etc.): 

                  	
                    corporation

                  


          

        

        
          
            	
                    Jurisdiction
      of organization if an entity: 

                  	
                    Ontario,
Canada

                  


          

        

      

       

      PURCHASER: 2238646 ONTARIO
INC.

      


      
        
          	
                  By: 

                	
                  /s/ Jason Randall Barrs

                
	 
      	
                  Name:
      Jason Randall Barrs

                
	 
      	
                  Title:

                


        

      

      


      SELLER:
Mhalka Capital Investments Ltd.

      


      
        
          
            
              
                
                  	
                          By: 

                        	
                          /s/ Perpetum Finance Inc.

                        	 
	 
      	
                          Name:
      Perpetum Finance Inc.

                        	 
	 
      	
                          Title:
      Director

                        	 
	 
      	
                          Address
      For Notices:

                        	 
	 
      	
                          c/o
      Alyco Advisory AG, Stockerstrasse 44, PO Box 1502, 8027 Zurich,
      Switzerland

                        


                

              

            

          

        

      


      
        
           


        

        
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        Stock
Purchase Agreement 

          
            

          

        

      

      


      Exhibit
A

      


      FORM
OF NOTE

      (Attached)

       

      
        
          
          

        

        
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