LOAN AGREEMENT AND PROMISSORY NOTE December 31, 2005

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.
000 Xxxxx Xxxxxx, Xxxxx X
Xxxxxx, Xxxxxxxxxx 00000
Facsimile:    (000)000-0000
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/ Xxx Xxx
___________________________________
           Xxx Xxx, Chief Executive Officer



By:   /s/ Xxxxxxx Xxx
__________________________________
           Xxxxxxx Xxx, Chief Financial Officer

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ACKNOWLEDGED AND AGREED BY:

LOTTERY ONLINE USA, INC.

By:  /s/ Xxxxx Xxx
______________________________

Its:  President
______________________________

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EXHIBIT “A”

Advances Made by the Lender

Check		09/14/2005 Xxxxx X. Xxx, CPA, APC		Accounting Fees		900.00		-900.00
Check		09/14/2005 Xxxxxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx		Legal Fees		8,796.00		-9,696.00
Check		09/19/2005 Parasec		Legal Fees		95.00		-9,791.00
Check		09/19/2005 Xxxxx X Xxxx 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 Xxxxxxx XxXxxxxxxx		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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