CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED, Magnum d’Or Resources, Inc., a Nevada corporation (the “ Maker ”), promises to pay to the order of SIMCO GROUP (the “ Payee ”), at the principal office of the Payee , or other location as may be directed by the Payee , the sum of twenty-four million seven hundred fifty thousand dollars ($24,500,000 U.S.) on or before March 16, 2017 (the “Maturity Date”).

The Payee of This Note may pursue any rights or remedies as the holder of this Note or under any security agreement, pledge, guaranty or other collateral documents, independently or concurrently.  All rights, remedies, or powers herein conferred upon the holder of this Note or related documentation upon the holder of this Note shall, to the extent not prohibited by law, be deemed cumulative and not exclusively of any others thereof, or of any other rights, remedies, or powers available to the holder of this Note under applicable law.  No delay or omission of the holder of this Note to exercise any right, remedy, or power shall impair the same or be construed to be a waiver of any default or impair any rights, remedies, or powers available to the holder of this Note.  No single or partial exercise of any right, remedy, or power shall preclude any other or future exercise thereof by the holder of this Note.

This Note will be subject to conversion at the option of the holder, exercisable at any time until the close of business (Florida time) on the date of the Note's maturity, but not before the fourth year, commencing March 17, 2013. Upon such election, the principal amount of the Note (or any portion thereof that is an integral multiple of $10,000) shall be converted into fully paid and non-assessable whole shares of Common Stock at a Conversion Price per share that is equal to the average closing bid price of the Common Stock during the twenty (20) consecutive trading days immediately preceding the date the holder completes a request to convert as described below. The conversion rate will be calculated by multiplying the principal amount ($15,000,000 US) by a factor of 1.5 plus any accrued interest on the date of conversion. The convers