EXHIBIT
4.1

    


    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:  March 22, 2010

              	
                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 March 22, 2011 (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]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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

                


        

      

    


    
      
         


      

      
        3