2238646
ONTARIO INC.

     

    PROMISSORY
NOTE

     

    
      
        	
                US$
      28,950,000.00

              	
                April
      19, 2010

              


      

    

    


    
      	
              1.

            	
              FOR
      VALUE RECEIVED, 2238646
      Ontario Inc., an Ontario corporation (the “Borrower”), in
      consideration for the purchase of 19,300,000 shares of Common Stock of
      Loto Inc. from Mhalka
      Capital Investments Ltd. (“Lender”) at a
      purchase price of $1.50 per share, hereby promises to pay to the order
      Lender at such time, place and in such manner as Lender may specify in
      writing, the principal amount of twenty
      eight million nine hundred and fifty thousand
      US dollars (US$28,950,000.00) (the “Principal”) pursuant
      to the terms and conditions specified herein (this “Note”).  The
      Borrower shall pay interest on the outstanding principal of this Note at
      an annual rate equal to the prime rate, as published by the Federal
      Reserve Bank of the United States on its website as of the date of this
      Note, plus 1.5% per annum, calculated based on a year of 365 days and
      actual days elapsed (the
“Interest”).

            


    

     

    
      	
              2.

            	
              The
      Borrower hereby promises to pay to the order of the Lender the Principal
      and all Interest due thereon three (3) years from the date hereof (the
      “Due Date”), at such place and in such manner as Lender may specify in
      writing.

            


    

     

    
      	
              3.

            	
              Any
      and all fees, costs, expenses and disbursements charged by financial
      institutions with respect to wire transfer or other transmittal charges
      incurred in connection with delivery of the Principal from the Lender to
      the Borrower shall be deemed to have been received by the Borrower from
      the Lender and all such amounts shall be included in the calculation of
      Principal hereunder.

            


    

     

    
      	
              4.

            	
              This
      Note shall not be transferable by Borrower and the Borrower may not
      assign, transfer or sell all or a portion of its rights and interests to
      and under this Note to any persons and any such purported transfer shall
      be void ab initio.  The Lender may transfer and assign this Note
      at its sole discretion.

            


    

    


    
      	
              5.

            	
              The
      failure at any time of the Lender to exercise any of its options or any
      other rights hereunder shall not constitute a waiver thereof, nor shall it
      be a bar to the exercise of any of its options or rights at a later
      date.  All rights and remedies of the Lender shall be cumulative
      and may be pursued singly, successively or together, at the option of the
      Lender.  The acceptance by the Lender of any partial payment
      shall not constitute a waiver of any default or of any of the Lender's
      rights under this Note.  No waiver of any of its rights
      hereunder, and no modification or amendment of this Note, shall be deemed
      to be made by the Lender unless the same shall be in writing, duly signed
      on behalf of the Lender; and each such waiver shall apply only with
      respect to the specific instance involved, and shall in no way impair the
      rights of the Lender in any other respect at any other
    time.

            


    

    


    
      	
              6.

            	
              Any
      term or condition of this Note may be waived at any time by the party that
      is entitled to the benefit thereof, but no such waiver shall be effective
      unless set forth in a written instrument duly executed by or on behalf of
      the party waiving such term or
condition.

            


    

     

    
      
         

      

      
        Page 1 of
4

        
          

        

      

      
         

      

    

     

    
      
        	
                [Ontario Company]

              	
                Promissory
Note

              


      

    

    


    
      	
              7.

            	
              The
      Borrower represents and warrants that this Note is the valid and binding
      obligation of the Borrower, fully enforceable in accordance with its
      terms.  The execution and delivery by the Borrower of this Note,
      the performance by the Borrower of its obligations hereunder and the
      consummation of the transactions contemplated hereby and thereby does not
      and will not: (a) conflict with or result in a violation or breach of any
      of the terms, conditions or provisions of the Borrower’s charter
      instruments; (b) conflict with or result in a violation or breach of any
      term or provision of any law or order applicable to the Borrower or any of
      its assets and properties; or (c) (i) conflict with or result in a
      violation or breach of, or (ii) result in or give to any person any rights
      or create any additional or increased liability of the Borrower under or
      create or impose any lien upon, the Borrower or any of its assets and
      properties under, any contract or permit to which the Borrower is a party
      or by which its assets and properties are bound.  In the event
      of a default by the Borrower, the Lender shall have recourse only against
      the Borrower and not against any and all officers, directors or
      shareholders of the Borrower.

            


    

    


    
      	
              8.

            	
              If
      any provision of this Note is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any
      party hereto under this Note will not be materially and adversely affected
      thereby, (i) such provision will be fully severable; (ii) this Note will
      be construed and enforced as if such illegal, invalid or unenforceable
      provision had never comprised a part hereof; (iii) the remaining
      provisions of this Note will remain in full force and effect and will not
      be affected by the illegal, invalid or unenforceable provision or by its
      severance here from; and (iv) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of
      this Note a legal, valid and enforceable provision as similar in terms to
      such illegal, invalid or unenforceable provision as may be
      possible.

            


    

    


    
      	
              9.

            	
              Any
      notice, authorization, request or demand required or permitted to be given
      hereunder shall be in writing and shall be deemed to have been duly given
      two days after it is sent by an internationally recognized delivery
      service to the address of record of the Lender or the Borrower,
      respectively.  Any party may change its address for such
      communications by giving notice thereof to the other parties in conformity
      with this Section.

            


    

    


    
      	
              10.

            	
              Any
      controversy or claim arising out of or relating to this Note, 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 Borrower and the Lender.  In the
      event that an arbitral forum is not agreed upon after delivery of notice
      by the initiating party, such arbitration and forty-five days after
      confirmed receipt of such notice by the other party, then any court having
      competent jurisdiction over the Borrower and the Lender 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 law
      experience.  The fees and costs of such arbitration shall be
      paid by the non-prevailing party.  If reference to law is
      required for any reason, this Note shall be deemed to be governed by and
      construed under the laws of the State of New
  York.

            


    
 

    
      
         


      

      
        Page 2 of
4

        
          

        

      

      
         


      

    

     


    
      	
              [Ontario Company]

            	
              Promissory
Note

            


    

     


    
      	
              11.

            	
              A
      default shall exist on this Note if any of the following occurs and is
      continuing:  (i) Failure to pay Principal and any accrued
      Interest on the Note on or before the Due Date; (ii) Failure by the
      Borrower to perform or observe any other covenant or agreement of the
      Borrower contained in this Note; (iii) A custodian, receiver, liquidator
      or trustee of the Borrower, or any other person acting under actual or
      purported force of law takes ownership, possession or title to Borrower
      property; (iv) any of the property of the Borrower is sequestered by court
      order; (v) a petition or other proceeding, voluntary or otherwise is filed
      by or against the Borrower under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of indebtedness, dissolution or
      liquidation law of any jurisdiction, whether now or hereafter in effect;
      or (vi) the Borrower makes an assignment for the benefit of its creditors,
      or generally fails to pay its obligations as they become due, or consents
      to the appointment of or taking possession by a custodian, receiver,
      liquidator or trustee of the Borrower or all or any part of its
      property.  Upon any such default, the Borrower shall immediately
      notify the Lender, and upon notice to the Borrower, the Lender may declare
      the Principal of the Note, plus accrued Interest, to be immediately due
      and payable, upon which such Principal and accrued Interest shall become
      due and payable immediately.

            


    

     

    
      	
              12.

            	
              As
      a security for the payment of this Note, the Borrower shall place stock
      certificates representing 19,300,000 shares of the common stock of Loto
      Inc. (the “Shares”) into escrow with the law firm designated by Lender
      (the “Escrow Agent”).  The Escrow Agent shall release to
      Borrower all stock certificates representing the Shares from escrow upon
      the receipt of written notification from both the Seller and the Borrower
      that this Note has been paid in full.  The Borrower may not
      pledge, sell, loan or otherwise create any direct or contingent
      third-party ownership interest in the Shares until such time as this Note
      has been paid in full.

            


    

     

    
      	
              13.

            	
              The
      Borrower, any endorser, or guarantor hereof or in the future (individually
      an "Obligor" and collectively "Obligors") and each of them jointly and
      severally:  (a) waive presentment, demand, protest, notice of
      demand, notice of intent to accelerate, notice of acceleration of
      maturity, notice of protest, notice of nonpayment, notice of dishonor, and
      any other notice required to be given under the law to any Obligor in
      connection with the delivery, acceptance, performance, default or
      enforcement of this Note, any endorsement or guaranty of this Note, any
      pledge, security, guaranty or other documents executed in connection with
      this Note; (b) consent to all delays, extensions, renewals or other
      modifications of this Note, or waivers of any term hereof or thereof, or
      release or discharge by the Lender of any of Obligors, or release,
      substitution or exchange of any security for the payment hereof, or the
      failure to act on the part of the Lender or any indulgence shown by the
      Lender (without notice to or further assent from any of Obligors), and
      agree that no such action, failure to act or failure to exercise any right
      or remedy by the Lender shall in any way affect or impair the Obligations
      (as hereinafter defined) of any Obligors or be construed as a waiver by
      the Lender of, or otherwise affect, any of the Lender's rights under this
      Note, under any endorsement or guaranty of this Note; (c) if the Borrower
      fails to fulfill its obligations hereunder when due, agrees to pay, on
      demand, all costs and expenses of enforcement of collection of this Note
      or of any endorsement or guaranty hereof and/or the enforcement of the
      Lender's rights with respect to, or the administration, supervision,
      preservation, protection of, or realization upon, any property securing
      payment hereof, including, without limitation, all attorney's fees, costs,
      expenses and disbursements, including, without further limitation, any and
      all fees related to any legal proceeding, suit, mediation arbitration, out
      of court payment agreement, trial, appeal, bankruptcy proceedings or any
      other actions of any nature whatsoever required on the part of Lender or
      Lender’s representatives to enforce this Note and the rights hereunder;
      and (d) waive the right to interpose any defense, set-off or
      counterclaim of any nature or
description.

            


    
 

    
      
         


      

      
        Page 3 of
4

        
          

        

      

      
         


      

    

    


    
      	
              [Ontario Company]

            	
              Promissory
Note

            


    

     


    
      	
              14.

            	
              The
      Borrower will not, by amendment of its Certificate of Incorporation or
      through any reorganization, recapitalization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any
      other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms to be observed or performed hereunder by
      the Borrower, but will at all times in good faith assist in the carrying
      out of all the provisions of this Agreement and in the taking of all such
      action as may be necessary or appropriate in order to protect the rights
      of the Lender of this Note against impairment.  This Note shall
      be enforceable against all successors and assigns of
      Borrower.  Borrower hereby covenants that all of its
      subsidiaries shall jointly and severally perform this Agreement to the
      same and full extent on behalf of Borrower if Borrower is unable to
      perform.

            


    

    


    
      	
              15.

            	
              This
      Note supersedes all prior discussions and agreements between the parties
      with respect to the subject matter hereof and thereof and contains the
      sole and entire agreement between the parties hereto with respect to the
      subject matter hereof.

            


    

    


    
      	
              16.

            	
              If
      the Lender loses this Note, the Borrower shall issue an identical
      replacement note to the Lender upon the Lender's delivery to the Borrower
      of a customary agreement to indemnify the Borrower reasonably satisfactory
      to the Borrower for any losses resulting from issuance of the replacement
      note.

            


    

    


    
      	
              17.

            	
              The
      terms and conditions of this Note shall inure to the benefit of and be
      binding upon the respective successors and assigns of the
      parties.  Nothing in this Note, express or implied, is intended
      to confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities
      under or by reason of this Note, except as expressly provided in this
      Note.

            


    

    


    IN
WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
issued on its behalf, by its duly appointed and authorized officer, as of the
date first above written.

    


    2238646
Ontario Inc.

    


    
      
        
          	
                  By:

                	
                  /s/ Jason Randall Barrs

                	 
      
	 
      	
                  Name:
      Jason Randall Barrs

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        Page 4 of
4