CONSULTING
AGREEMENT


 


CONSULTING
AGREEMENT dated as of January 28, 2011 (the “Agreement”) by and between James D. Davidson (the “Consultant”)
and California Gold Corp. (the “Company”).


 


WHEREAS,
the Company desires to continue to engage the Consultant as the Company’s Chief Executive Officer (“CEO”) to
provide services to the Company that are ordinarily and customarily performed by a CEO, and the Consultant is willing to continue
to be engaged by the Company as a consultant and to serve as the CEO of the Company, on the terms and conditions set forth below;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Consultant agree as follows:


 


1.          Consulting.               The
Company hereby continues to retain the Consultant, and the Consultant hereby agrees to continue to make himself available as a
consultant to the Company, upon the terms and subject to the conditions contained herein.


 


2.            Duties of
Consultant.           (a)          During the Consulting Term (as hereinafter defined), the parties agree that the Consultant shall
serve as the Company’s CEO and shall perform all the duties that are ordinarily and customarily performed by a CEO, provided
that the Consultant shall not be required to undertake duties not reasonably within the scope of the duties of a CEO.


 


(b)          The Consultant’s
services shall be performed primarily at the Consultant’s offices that are located in Wellington, FL. The parties acknowledge,
however, that the Consultant may be required to travel in connection with the performance of his duties hereunder.


 


3.          Term.          Subject
to the provisions for termination hereinafter provided, the term of this Agreement shall commence on February 1, 2011 (the “Effective
Date”) and shall continue for a minimum period of 12 months (the “Minimum Period”) and thereafter upon the mutual
agreement of the Company and the Consultant (the “Consulting Term”).


 


4.          Compensation.         In
consideration of the services to be rendered by the Consultant hereunder, the Company will pay the Consultant a monthly fee of
$5,000, beginning February 2011.


 


5.          Termination.             If
the Consultant should become unable to serve as CEO or should fail to perform any of the obligations hereunder for any cause including
death or disability, always in the sole judgment and decision of the Company, then the Company shall have the right to terminate
this agreement on five days prior written notice. The Consultant shall have the right to resign at any time upon 30 days prior
written notice. The Company may in its discretion and at its option terminate this Agreement at any time after the Minimum Period
upon five (5) days prior written notice to the Consultant.


 




    	 



    	 



    

 


6.          Reimbursement.          The Company will reimburse the Consultant for all reasonable pre-approved out-of-pocket expenses incurred
in connection with this Agreement.


 


7.          Confidential
Information.          The Consultant recognizes and acknowledges that by reason of Consultant’s retention by and service to
the Company before, during and, if applicable, after the Consulting Term, the Consultant will have access to certain confidential
and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets,
trade “know-how,” product development techniques and plans, formulas, customer lists and addresses, financing services,
funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software
and financial information (collectively referred to as “Confidential Information”). The Consultant acknowledges that
such Confidential Information is a valuable and unique asset of the Company and Consultant covenants that she will not, unless
expressly authorized in writing by the Company, at any time during the Consulting Term use any Confidential Information or divulge
or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Consultant’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. The Consultant
also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential
Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is
in the public domain through no fault of Consultant or except when required to do so by a court of law, by any governmental agency
having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee
thereof) with apparent jurisdiction to order Consultant to divulge, disclose or make accessible such information. All written Confidential
Information (including, without limitation, in any computer or other electronic format) which comes into the Consultant’s
possession during the Consulting Term shall remain the property of the Company. Except as required in the performance of the Consultant’s
duties for the Company, or unless expressly authorized in writing by the Company, the Consultant shall not remove any written Confidential
Information from the Company’s premises, except in connection with the performance of Consultant’s duties for the Company
and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of this Agreement,
the Consultant agrees to return immediately to the Company all written Confidential Information (including, without limitation,
in any computer or other electronic format) in Consultant’s possession.


 


8.          Status as Independent
Contractor.   The parties intend and acknowledge that the Consultant is acting as an independent contractor and not as
an employee of the Company. The Consultant shall have full discretion in determining the amount of time and activity to be devoted
to rendering the services contemplated under this Agreement and the level of compensation to Consultant is not dependent upon any
preordained time commitment or level of activity. The Company acknowledges that the Consultant shall remain free to accept other
consulting engagements of a like nature to the engagement under this Agreement. The Company shall not be responsible for any withholding
in respect of taxes or any other deductions in respect of the fees to be paid to Consultant and all such amounts shall be paid
without any deduction or withholding. Nothing in this Agreement shall be construed to create any partnership, joint venture or
similar arrangement between the Company and the Consultant or to render either party responsible for any debts or liabilities of
the other.


 




    	 



    	 



    

 


9.          Consultant’s
Services to Others.          The Company acknowledges that Consultant and his affiliates are in the business of providing consulting
advice to others. Nothing herein contained shall be construed to limit or restrict Consultant or his affiliates in conducting such
business with respect to others or in rendering such advice to others. The Consultant acknowledges that the Company may hire other
consultants to provide services complimentary to those provided by the Consultant.


 


10.        Conflict
of Interest.       The Consultant and the Company agree that there is no conflict of interest in connection with the retention
by the Company of the Consultant pursuant to this Agreement.


 


11.        Waiver
of Breach.       The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be construed
as a waiver of any subsequent breach.


 


12.        Binding
Effect; Benefits.          Neither of the parties hereto may assign its or his rights hereunder without the prior written consent
of the other party hereto, and any such attempted assignment without such consent shall be null and void and without effect. This
Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted
assigns, heirs and legal representatives.


 


13.        Notices.                           All
notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed
to have been duly given (a) when delivered in person, (b) one (1) business day after being mailed with a nationally recognized
overnight courier service, or (c) three (3) business days after being mailed by registered or certified first class mail, postage
prepaid, return receipt requested, to the parties hereto at:


 


	 	If to the Company, to :	c/o ICS, 2515 Ocean View Blvd., Ste 305
	 	 	La Canada, CA 91011
	 	 	 
	 	If to the Consultant, to:	3501 Lago De Talavera
	 	 	Wellington, Fl 33467


 


12.        Entire
Agreement; Amendments.          This Agreement contains the entire agreement and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed orally,
but only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is
sought.


 


13.        Severability.                    The
invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of this Agreement or the
remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted
to be only so broad as is enforceable.


 




    	 



    	 



    

 


14.        Governing
Law; Consent to Jurisdiction.          This Agreement shall be governed by and construed in accordance with the law of the State
of New York without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits herself
or itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state
courts in the State of New York.


 


15.        Headings.                        The
headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope of
this Agreement or the intent of the provisions thereof.


 


16.        Counterparts.                  This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. Signatures evidenced by facsimile transmission will be accepted as original signatures.


 


[SIGNATURE
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


 


	 	CALIFORNIA GOLD CORP.
	 	 
	 	By: 	/s/ James D. Davidson
	 	James D. Davidson
	 	President & CEO
	 	 
	 	/s/ James D. Davidson
	 	James D. Davidson