THE ISSUANCE AND SALE OF THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THIS NOTE MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS
OF THIS NOTE.


 


California
Gold Corp.


10% PROMISSORY NOTE


 


	Issuance Date:  December 10, 2009	Principal Amount: U.S. $_____


 


FOR VALUE RECEIVED, California Gold
Corp., a Nevada corporation (the "Company"), hereby promises to pay to _________ or registered assigns
("Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant
to prepayment or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration,
prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest at the rate of 10% per annum ("Interest")
from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable
on the Maturity Date.


 


1.          PAYMENTS
OF PRINCIPAL; MATURITY.  Payment of Principal and interest due on this Note is payable no later than December 10, 2010
(the "Maturity Date"); provided, however, that each of the parties hereto may mutually agree to
extend the term of this Note beyond the Maturity Date.


 


2.          PREPAYMENT.
The Company and the Holder understand and agree that the Principal and any Interest accrued thereon may be prepaid by the Company
at any time without penalty.


 


3.          EVENT
OF DEFAULT. Failure by the Company to make payment pursuant to Section 1 hereof shall constitute an event of default ("Event
of Default"). In an Event of Default, the Holder shall be entitled to all legal remedies available to it to pursue collections,
and the Company shall bear all reasonable costs of collection, including but not limited to necessary attorneys’ fees.


 


5.          NO
WAIVER. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusively of any rights
or remedies provided by applicable law. No course of dealing between the Company and the Holder shall operate as a waiver of any
rights by the Holder.


 



    	 



    	 



    

 


6.     NOTICES; PAYMENTS.


 


(a)          Notices.
 Whenever notice is required to be given under this Note, unless otherwise provided herein such notice shall be given in accordance
with the Loan Agreement of even date herewith between the Company and the Holder. Unless a specific notice is otherwise required
under this Note, the Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including
in reasonable detail a description of such action and the reason therefore.


 


(b)          Payments.
 Except as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to the Holder such payment
shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight
courier service to the Holder at the address set forth above or at such other address as the Holder may have furnished to the Company
in writing by registered mail, return receipt requested; provided that the Holder may elect to receive a payment of cash via wire
transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder's
wire transfer instructions.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is
not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. "Business Day"
shall mean any day other than a Saturday, Sunday or any other day on which Citibank is authorized or required by law or executive
order to remain closed.


 


7.          TRANSFER.
 The Holder acknowledges and agrees that this Note may only be offered, sold, assigned or transferred by the Holder if consented
to in writing by the Company.


 


8.          CONSTRUCTION;
HEADINGS.  This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note.


 


9.          SEVERABILITY.
In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall
be construed as if such invalid, illegal or unenforceable provision had never been contained herein.


 


10.         GOVERNING
LAW. This Note and the rights and obligations of the Company and the Holder shall be governed by and construed in accordance
with the laws of the State of New York.


 


[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed as of the Issuance Date set out above.


 


	 	California Gold Corp.
	 	 	 
	 	By:	     



 


	 	Name:	James Davidson
	 	Title:	
        President, Treasurer, Chief Financial Officer

        and Director



  



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