NEITHER  THESE  SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION
     HEREOF HAVE BEEN  REGISTERED  WITH  THE  UNITED  STATES SECURITIES AND
     EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER
     THE SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
     AND  MAY  NOT  BE  OFFERED, RESOLD, PLEDGED OR TRANSFERRED  EXCEPT  IN
     ACCORDANCE WITH REGULATION  S UNDER THE ACT, OR AS PERMITTED UNDER THE
     ACT PURSUANT TO REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.


No. 1                                               US $1,150,000


                      SISKON GOLD CORPORATION

           8% CONVERTIBLE DEBENTURE DUE OCTOBER 1, 1998


     THIS DEBENTURE is one of a duly  authorized  issue  of  $1,150,000  in
Debentures  of  SISKON  GOLD  CORPORATION, a corporation duly organized and
existing  under  the  laws  of the  State  of  California  (the  "Company")
designated as its 8% Convertible Debenture Due October 1, 1998.

     FOR VALUE RECEIVED, the  Company  promises  to  pay  to  Cygna S.A., a
corporation   organized  under  the  laws  of  the  Bahamas,  c/o  RTH  AG,
Baarerstrasser  73,  CH-6302, Zug Switzerland, the registered holder hereof
(the "Holder"), the principal sum of One Million One Hundred Fifty Thousand
Dollars (US $1,150,000) on October 1, 1998 (the "Maturity Date") and to pay
interest on the principal  sum  outstanding from time to time in arrears on
October 1, 1998 at the rate of 8%  per  annum  accruing  from  the  date of
initial  issuance.   Accrual  of  interest shall commence on the first such
business day to occur after the date  hereof  until  payment in full of the
principal  sum  has  been  made  or  duly  provided  for.  Subject  to  the
provisions  of paragraph 4  below,  the  principal of, and interest  on,  this
Debenture are payable at the option of  the  Company,  in  shares of Common
Stock  of the Company or in such coin or currency of the United  States  of
America as at the time of payment is legal tender for payment of public and
private  debts,  at the address last appearing on the Debenture Register of
the Company as designated  in writing by the Holder from time to time.  The
Company will pay the principal  of  and interest upon this Debenture on the
Maturity Date, less any amounts required  by  law  to  be  deducted, to the
registered  holder  of  this  Debenture  as of the tenth day prior  to  the
Maturity Date and addressed to such holder as the last address appearing on
the Debenture Register.  The forwarding of  such  check  shall constitute a
payment of interest hereunder and shall satisfy and discharge the liability
for  principal  and  interest on this Debenture to the extent  of  the  sum
represented by such check plus any amounts so deducted.

     This Debenture is subject to the following additional provisions:

     1.   The Debentures  are  issuable  in  denominations  of Ten Thousand
Dollars  (US  $10,000) and integral multiples thereof.  The Debentures  are
exchangeable for  an  equal  aggregate  principal  amount  of Debentures of
different   authorized   denominations,   as   requested   by  the  Holders
surrendering the same.

No  service  charge  will  be  made  for  such registration or transfer  or
exchange.

     2.   The Company shall be entitled to  withhold  from  all payments of
principal  of, and interest on, this Debenture any amounts required  to  be
withheld under  the  applicable  provisions of the United States income tax
laws or other applicable laws at the time of such payments and Holder shall
execute and deliver all required documentation in connection therewith.

     3.   This   Debenture   has  been   issued   subject   to   investment
representations of the original  purchaser hereof and may be transferred or
exchanged only in compliance with  the  Securities  Act of 1933, as amended
(the "Act"), and other applicable state and foreign securities laws. In the
event of any proposed transfer of this Debenture, the  Company may require,
prior to issuance of a new Debenture in the name of such other person, that
it  receive reasonable transfer documentation including opinions  that  the
issuance  of the Debenture in such other name does not and will not cause a
violation of  the  Act  or any applicable state or foreign securities laws.
Prior to due presentment  for  transfer  of this Debenture, the Company and
any agent of the Company may treat the person  in whose name this Debenture
is duly registered on the Company's Debenture Register  as the owner hereof
for the purpose of receiving payment as herein provided and  for  all other
purposes, whether or not this Debenture be overdue, and neither the Company
nor any such agent shall be affected by notice to the contrary.

     4.   The  Holder  of  this  Debenture  is entitled, at its option,  to
convert at any time (a) commencing forty-one (41) days after the closing of
sale of the debenture (the "Closing"), up to one-quarter
(1/4) of the principal amount of this Debenture,  (b) commencing sixty (60)
days after the Closing of the sale of the Debenture  up  to  an  additional
one-quarter (1/4) of the principal amount of this Debenture, (c) commencing
eighty  (80)  days  of  the sale of the Debenture up to an additional  one-
fourth (1/4) of the principal  amount of this Debenture, and (d) commencing
one hundred (100) days after the  Closing,  the  balance  of  the principal
amount,  provided that the principal amount is at least US $10,000  (unless
if at the  time  of such election to convert the aggregate principal amount
of all Debentures  registered  to  the  Holder  is  less  than Ten Thousand
Dollars (US $10,000), then the whole amount thereof) into shares  of Common
Stock  of the Company at a conversion price for each share of Common  Stock
equal to the lesser of (a) 100% of the Market Price
on the Closing,  or  (b)(i) 75 % the Market Price on the Conversion Date if
such Conversion Date is  less  than  100 days from the date hereof; or (ii)
70% of the Market Price on the Conversion  Date  if  the Conversion Date is
more than 100 days from the date hereof.  For purposes  of  this Section 4,
the Market Price shall be the average closing bid price of the Common Stock
on  the  five  (5)  trading  days  immediately  preceding  the  Closing  or
Conversion  Date,  as  may  be  applicable,  as  reported  by  the National
Association of Securities Dealers, or the closing bid price on the over-the
counter market on such date or, in the event the Common Stock is  listed on
a  stock  exchange,  the  Market  Price  shall  be the closing price on the
exchange  on such date, as reported in The Wall Street  Journal.    If  the
Conversion  Price as calculated above is less than or equal to $1.00 on the
Conversion Date,  then  the  Company shall have the right to extinguish the
Holder's right to convert by paying the Holder, in cash, an amount equal to
the unpaid principal owed to Holder  under  the  Debenture  together with a
redemption penalty of thirty-three percent (33%) if the Conversion  Date is
prior  to  one hundred (100) days from Closing and a redemption penalty  of
forty-two and  eight  tenths  percent  (42.8%)  thereafter.  If the Company
elects to extinguish the Holder's right to convert,  then  the Company must
pay the Holder the foregoing amount within fifteen (15) days of the date of
the Holder's election to convert.  Upon maturity, the Company may elect, by
written notice given at least thirty (30) days prior to the  maturity date,
to  convert  the  principal  and all unpaid interest into Shares of  Common
Stock ("Mandatory Conversion")  in  which  event the Maturity Date shall be
deemed   the  Conversion  Date.   Conversion  shall   be   effectuated   by
surrendering the Debentures to be converted to the Company with the form of
conversion  notice  attached hereto as Exhibit A, executed by the Holder of
the Debenture evidencing  such Holder's intention to convert this Debenture
or a specified portion (as  above  provided)  hereof,  and  accompanied, if
required  by  the  Company, by proper assignment hereof in blank.  Interest
accrued or accruing  from  the  date  of issuance to the date of conversion
shall, at the option of the Company, be  paid  in cash or Common Stock upon
conversion.   No  fraction  of  Shares or scrip representing  fractions  of
shares will be issued on conversion,  but  the  number  of  shares issuable
shall be rounded to the nearest whole share.  The date on which  notice  of
conversion  is given (the "Conversion Date") shall be deemed to be the date
on which the  Holder  has  delivered  this  Debenture,  with the conversion
notice duly executed, to the Company or, if earlier, the  date set forth in
such  notice  of  conversion  if  the Debenture is received by the  Company
within  three  (3)  business  days therefrom.  Facsimile  delivery  of  the
conversion notice shall be accepted  by  the  Company  at  telephone number
(916)  273-3933.   Certificates  representing Common Stock upon  conversion
will be delivered within five (5) business days from the date the notice of
conversion is delivered to the Company.

     5.   No  provision  of  this  Debenture  shall  alter  or  impair  the
obligation of the Company, which is  absolute and unconditional, to pay the
principal of, and interest on, this Debenture at the time, place, and rate,
and in the coin or currency, herein proscribed.   This  Debenture  and  all
other  Debentures  now  or  hereafter  issued  of  similar terms are direct
obligations of the Company.

     6.   No recourse shall be had for the payment of the principal  of, or
the  interest  on,  this  Debenture,  or  for  any claim based  hereon,  or
otherwise in respect hereof, against any incorporator, shareholder, officer
or  director,  as  such, past, present or future, of  the  Company  or  any
successor corporation,  whether  by  virtue of any constitution, statute or
rule  of  law,  or  by the enforcement of  any  assessment  or  penalty  or
otherwise, all such liability  being, by, the acceptance hereof and as part
of the consideration for the issue hereof, expressly waived and released.

     7.   If the Company merges or consolidates with another corporation or
sells or transfers all or substantially all of its assets to another person
and  the  holders  of  the Common Stock  are  entitled  to  receive  stock,
securities or property in  respect of or in exchange for Common Stock, then
as a condition of such merger, consolidation, sale or transfer, the Company
and any such successor, purchaser  or transferee shall amend this Debenture
to provide that it may thereafter be  converted on the terms and subject to
the  conditions  set  forth  above  into the  kind  and  amount  of  stock,
securities or property receivable upon  such merger, consolidation, sale or
transfer by a holder of the number of shares  of  Common  Stock  into which
this  Debenture  might  have been converted immediately before such merger,
consolidation, sale or transfer,  subject  to adjustments which shall be as
nearly  equivalent as may be practicable. ln  the  event  of  any  proposed
merger, consolidation  or  sale  or transfer of all or substantially all of
the assets of the Company (a "Sale"),  the  Holder  hereof  shall  have the
right to convert by delivering a Notice of Conversion to the Company within
fifteen  (15) days of receipt of notice of such Sale from the Company.   In
the event  the  Holder  hereof  shall elect not to convert, the Company may
prepay all outstanding principal  and  accrued  interest on this Debenture,
less  all  amounts required by law to be deducted,  upon  which  tender  of
payment following such notice, the right of conversion shall terminate.

     8.   The  Holder  of  the Debenture, by acceptance hereof, agrees that
this Debenture is being acquired  for  investment and that such Holder will
not offer, sell or otherwise dispose of  this  Debenture  or  the Shares of
Common  Stock  issuable  upon conversion thereof except under circumstances
which will not result in a  violation of the Act or any applicable Blue Sky
or foreign laws or similar laws
relating to the sale of securities.

     9.   This Debenture shall  be  governed by and construed in accordance
with the laws of the State of California.   Each of the parties consents to
the jurisdiction of the federal courts whose
districts encompass any part of the City of New York or the state courts of
the State of New York sitting in the City of  New  York  in connection with
any dispute arising under this Agreement and hereby waives,  to the maximum
extent  permitted by law, any objection, including any objection  based  ON
FORUM NON  COVENIENS,  to  the  bringing  of  any  such  proceeding in such
jurisdictions.

     10.  The following shall constitute an "Event of Default":

          a.   The  Company  shall default in the payment of  principal  or
               interest on this Debenture; or

          b.   Any of the representations or warranties made by the Company
               herein, in the Subscription Agreement, or in any certificate
               or  financial or  other  written  statements  heretofore  or
               hereafter  furnished  by  the Company in connection with the
               execution and delivery of this Debenture or the Subscription
               Agreement  shall  be false or  misleading  in  any  material
               respect at the time made; or

          c.   The  Company  shall fail  to  perform  or  observe,  in  any
               material  respect,  any  other  covenant,  term,  provision,
               condition, agreement or obligation of the Company under this
               Debenture and  such  failure  shall  continue  uncured for a
               period  of  thirty (30) days after written notice  from  the
               Holder of such failure; or

          d.   The Company shall  (1) admit in writing its inability to pay
               its debts generally  as  they mature; (2) make an assignment
               for the benefit of creditors or commence proceedings for its
               dissolution; or (3) apply  for or Consent to the appointment
               of  a trustee, liquidator or  receiver  for  its  or  for  a
               substantial part of its property or business; or

          e.   A trustee, liquidator or receiver shall be appointed for the
               Company  or  for  a  substantial  part  of  its  property or
               business  without  its  consent  and shall not be discharged
               within sixty (60) days after such appointment; or

          f.   Any   governmental   agency  or  any  court   of   competent
               jurisdiction  at the instance  of  any  governmental  agency
               shall  assume  custody  or  control  of  the  whole  or  any
               substantial portion  of  the  properties  or  assets  of the
               Company  and  shall  not be dismissed within sixty (60) days
               thereafter; or

          g.   Any  money  judgment, writ  or  warrant  of  attachment,  or
               similar process in excess of Two Hundred Thousand ($200,000)
               in the aggregate  shall  be  entered  or  filed  against the
               Company  or any of its properties or other assets and  shall
               remain unpaid,  unvacated, unbonded or unstayed for a period
               of sixty (60) days  or in any event later than five (5) days
               prior to the date of any proposed sale thereunder; or

          h.   Bankruptcy,  reorganization,   insolvency   or   liquidation
               proceedings  or  other  proceedings  for  relief  under  any
               bankruptcy law or any law for the relief of debtors shall be
               instituted  by  or  against  the  Company and, if instituted
               against  the  Company, shall not be dismissed  within  sixty
               (60) days after such institution or the Company shall by any
               action or answer approve of, consent to, or acquiesce in any
               such proceedings  or  admit  the material allegations of, or
               default  in  answering  a  petition   filed   in   any  such
               proceeding; or

          i.   The  Company  shall  have  its  Common  Stock  suspended  or
               delisted  from  an  exchange or over-the-counter market from
               trading.

Then, or at any time thereafter, and  in  each  and every such case, unless
such  Event  of  Default shall have been waived in writing  by  the  Holder
(which waiver shall not be deemed to be a waiver of any subsequent default)
at the option of the Holder and in the Holder's sole discretion, the Holder
may  consider  this   Debenture   immediately   due  and  payable,  without
presentment,  demand,  protest or notice of any kinds,  all  of  which  are
hereby  expressly  waived,   anything  herein  or  in  any  note  or  other
instruments contained to the contrary  notwithstanding,  and the Holder may
immediately  enforce  any  and  all  of  the  Holder's rights and  remedies
provided herein or any other rights or remedies afforded by law.

     11.  Nothing  contained  in  this  Debenture  shall  be  construed  as
conferring upon the Holder the right to vote or to receive  dividends or to
consent  or  receive notice as a shareholder in respect of any  meeting  of
shareholders or  any  rights  whatsoever  as  a shareholder of the Company,
unless and to the extent converted in accordance with the terms hereof.

     IN WITNESS WHEREOF, the Company has cause  this  instrument to be duly
executed by an officer thereunto duly authorized.


Dated: October 13, 1996

                                   SISKON GOLD CORPORATION


                                   By: /s/ Tim Callaway

                                   Tim Callaway
                                   (Print Name)

                                   President
                                   (Title)


ATTEST:

/s/ Claudia Mack
Claudia Mack, Secretary
<PAGE>
                                  EXHIBIT A


                            NOTICE OF CONVERSION

 (To Be Executed by the Registered Holder in order to Convert the Debenture)




     The undersigned hereby irrevocably elects to convert  $___________  of the
principal amount of the above Debenture No. ____ into Shares of Common Stock of
SISKON GOLD CORPORATION (the "Company") according to the conditions hereof,  as
of the date written below.

     The  undersigned  represents  that  it  is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933 and is not converting
the Debenture on behalf of any U.S. Person.

Date of Conversion* ________________________________________________________

Applicable Conversion Price ________________________________________________


Signature __________________________________________________________________
                     (Name)

Address: ___________________________________________________________________

         ___________________________________________________________________





*This  original Debenture and Notice of Conversion  must  be  received  by  the
Company by the fifth business date following the Date of Conversion.