Loto
Inc.

    


    Standby
Commitment Agreement

    


    


    August 3,
2009

    


    Suite
460, 20 Toronto Street

    Toronto,
Ontario, Canada M5C 2B8

    
      
        	
                Attention:

              	
                Mr.
      Stephen F. Knight, Chief Executive Officer, President,
  and

              


      

    

    
      	
               
      

            	
              Chief
      Financial Officer

            


    

    


    Dear Mr.
Knight:

    


    Mhalka Capital Investments Ltd.
(“Mhalka”) and 1476448 Ontario Inc. (“1476448 Ontario” and together with Mhalka,
each a “Lender” and collectively, the “Lenders”) intending to be legally bound,
hereby irrevocably agree, that they shall jointly and severally provide Loto
Inc., a Nevada corporation (the “Company”), up to an aggregate of One Million
Five Hundred Thousand U.S. Dollars (US$1,500,000) (the “Commitment Amount”)
pursuant to the terms and conditions set forth herein (this
“Agreement”).  The Commitment Amount may be drawn by the Company, at
its option (as determined by the members of the Board of Directors of the
Company) at any time prior to September 30, 2010 in monthly tranches in
accordance with the Company’s business plan in effect as of the date hereof;
provided, however, that the Commitment Amount shall be reduced by the aggregate
cash proceeds received by the Company after the date hereof derived from the
issuance of any equity securities and gross revenues.

    


    Any and all draws against the
Commitment Amount shall be made on terms set forth in the form of Note attached
hereto as Annex A, with interest upon such Note as of the date of the draw set
at prime rate plus two
percent (2%) (the “Interest Rate”).  Prime rate shall be
determined on the date of issuance of each Note by reference to the published
prime rate in the Wall Street Journal as of such date.  The Company
shall notify the Lenders in writing not less than ten (10) business days prior
to the date each advance upon the Commitment Amount is requested to be drawn
upon.  The Company shall notify the Lenders in writing within two
business days of the receipt of any funds that would reduce the Commitment
Amount; provided that the Commitment Amount shall automatically be reduced
whether or not the Company provides such notice.

    


    The Notes shall mature and become
repayable upon thirty (30) calendar days’ advance demand of a Lender at any time
following the earlier of (i) September 30, 2010 or (ii) the date upon which the
Company is in receipt of revenues or proceeds from the sales of equity
securities, provided that in the case of this clause (ii) the repayment upon
such Note shall only be due and payable only to the extent of actual revenues
and/or proceeds of equity securities received by the Company.  A
separate Note shall be issued to each Lender in the respective amount of each
loan to the Company under this Agreement.  The Company shall give the
Lenders customary representations and warranties regarding the good standing of
the Company and status of progress in respect of the Company business plan upon
delivery to the Lenders of each request for draw upon the Commitment Amount, and
the Company shall provide certifications and covenants regarding use of proceeds
of each such draw, which in all cases shall be in customary forms reasonably
requested by the Lenders as determined by reference to similar lenders making
similar loans to similar companies.  The Lenders shall not be required
to make any loans to the Company in respect of the Commitment Amount if the
Company is unable to make such representations, warranties, certifications or
covenants, or if the Company is in breach of any prior representations,
warranties, certifications or covenants.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      
        Standby
Commitment Agreement

      

      
        

      

       

      


    

    All notices, demands and other
communications relating to this Agreement to be given or otherwise to be made to
any party to this Agreement shall be deemed to be sufficient or contained in a
written instrument if sent by messenger, telecopied, faxed, sent via e-mail or
mailed by registered or certified mail, or by a recognized national or
international courier service, postage or charges prepaid, return receipt
requested, to the addresses set forth on the signature page hereto (or to such
other address, as may be specified by the Parties hereto from time to time),
provided, however, any notice sent in electronic format shall not be deemed
effective unless and until written or electronic acknowledgment of receipt is
given by the receiving party to the transmitting party.

    


    This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of the
parties hereto. Subject to applicable securities laws, each of the Lenders may
assign any of its rights under this Agreement to any of its affiliates but no
such assignment shall relieve any Lender from its obligations
hereunder.  The Company may not assign any of its rights under this
Agreement, except to a successor-in-interest to the Company, without the written
consent of all of the Lenders.

    


    No failure or delay on the part of
Company or the Lenders in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such rights, power or remedy preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. Any amendment, supplement or
modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, or any consent to any departure by the Company or
the Lenders from the terms of this Agreement shall be effective only if it is
made or given in writing and signed by all of the parties hereto.

    


    This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to the principles of conflicts of law thereof. This Agreement together
with the form of Note are intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement
and understanding of the parties hereto in respect of the subject matter
contained herein and therein.

    


    If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the
benefits of the remaining provisions hereof.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      
        Standby
Commitment Agreement

      

      
        

      



     

    Each of the parties shall execute such
documents and perform such further acts as may be reasonably required or
desirable to carry out or to perform the provisions of this Agreement. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same Agreement.  Signatures on this Agreement delivered electronically
by e-mail, scan, fax or telecopier shall be considered delivery of original
signatures for purposes of effectiveness of this Agreement to the same and full
extent as an original thereof.

    


    [Signature
Page Follows]

     

     

     

     

     

    
 

    
      
         

      

      
        3

        
          

        

      

      
         

      

      
        
          Standby
Commitment Agreement

        

        
          

        

      

       

       

       

    

    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed and delivered by their respective
officers hereunto duly authorized on the date first written above.

    


    


    THE
COMPANY:

    


    
      
        
          
            
              
                	
                        LOTO
      INC.

                      
	 	 	 
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/
      Marsha Collins

                      
	 
      	 
      	
                        Name:
      Marsha Collins

                      
	 
      	 
      	
                        Title:
      Corporate Secretary & Treasurer

                      
	 
      	 
      	
                        Address
      for Notices:

                      
	 
      	 
      	
                        United
      Corporate Services Inc.

                      
	 
      	 
      	
                        202
      South Minnesota Street

                      
	 
      	 
      	
                        Carson
      City, NV
89703

                      


              

            

          

        

      

    

    
 

     ACCEPTED
AND AGREED:

     

    
      
        
          
            
              	
                      MHALKACAPITALINVESTMENTS
      LTD.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Perpetum Finance Inc.

                    
	 
      	 
      	
                      Name:
      Perpetum Finance Inc.

                    
	 
      	 
      	
                      Title:
      Director

                    
	 
      	 
      	
                      Address
      for Notices:

                    
	 
      	 
      	
                      c/o
      Alyco Advisory AG

                    
	 
      	 
      	
                      Stockerstrasse
      44/46

                    
	 
      	 
      	
                      PO
      Box 1502

                    
	 
      	 
      	
                      8027
      Zurich

                    
	 
      	 
      	
                      Switzerland

                    


            

          

        

      

    

    


    


    
      
        
          
            
              	
                      1476448
      ONTARIO INC.

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/
      Joe Ertel

                    
	 
      	 
      	
                      Name:
      Joe Ertel

                    
	 
      	 
      	
                      Title:
      President

                    
	 
      	 
      	
                      Address
      for Notices:

                    
	 
      	 
      	
                      1927
      Shellard Road

                    
	 
      	 
      	
                      Cambridge,
      Ontario

                    
	 
      	 
      	
                      Canada,
      NIR557

                    


            

          

        

      

    

    


    
      
         

      

      
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    Annex
A

    


     LOTO INC.

     

    FORM
OF PROMISSORY NOTE

     

    
      
        	
                      
                  U.S.
      $                                          

                

              	
                Dated:                          

              


      

    

     

    
      	
              1.

            	
              FOR
      VALUE RECEIVED, Loto
      Inc., a
      Nevada corporation (the “Borrower”), hereby promises to
      pay to the order of ________________________ (“Lender”), at such time, place
      and in such manner as Lender may specify in writing, the principal amount
      of _______________________________ US dollars (US
      $                     )
      (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
      the annual rate of prime rate as published in the Wall Street Journal as
      of the date hereof plus 2%, such sum and resulting interest being ____% (_______ percent)
      per annum, as 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 within thirty calendar (30) days upon
      delivery to the Borrower of written demand by the Lender (the “Due
      Date”), at such place and in such manner as Lender may specify in
      writing, provided, however, demand for repayment shall not be made by the
      Lender until the earlier of (i) September 30, 2010 or (ii) the date upon
      which the Borrower is in receipt of revenues from sales of products or
      services or sales of equity
securities.

            


    

     

    
      	
              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.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                Loto Inc.

              	
                Promissory
Note

              


      

    

    
 

    
      	
              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.

            


    

    


    
      	
              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.

            


    

    


    
      	
              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 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 parties hereto.  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 Founders 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.

            


    

     

     

    
      
         

      

      
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                  Loto Inc.

                	
                  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.  Interest upon default shall
      thereafter accrue at the rate of fifteen percent (15%) per annum,
      calculated based on a year of 365 days and actual days elapsed from the
      date of such default.

            


    

     

    
      	
              12.

            	
              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.

            


    

     

     

    
      
         

      

      
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                  Loto Inc.

                	
                  Promissory
Note

                


        

      

      
 

    

    
      	
              13.

            	
              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 and affiliates shall jointly and severally perform this
      Agreement to the same and full extent on behalf of Borrower if Borrower is
      unable to perform.

            


    

    


    
      	
              14.

            	
              This
      Note and all matters related hereto shall be governed, construed and
      enforced under the laws of the State of New York, without regard to
      conflict of law principles of any jurisdiction to the
      contrary.

            


    

    


    
      	
              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
____ day of ________, 20____.

    


    Loto
Inc.

    


    


    


    
      
        
          	
                  By:

                	   
      	 
	 
      	
                  Name:

                	 
	 
      	
                  Title:

                	 


        

      

    

    


    


     

    
      
         

      

      
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