EXHIBIT
10.1

    


    LOAN
AGREEMENT

    


    THIS LOAN AGREEMENT (this “Agreement”)
is made this 5th day of
March, 2010 by and between California Gold Corp., a Nevada corporation
(“Borrower”) with a principal place of business at 6830 Elm Street, McLean, VA
22101, and _______________ (“Lender”), an individual with a residence at
___________________________________________.

    


    WITNESSETH:

    


    WHEREAS,
to provide Borrower with sufficient working capital to enable Borrower to
fulfill its accounting obligations incident to its business, Lender has agreed
to provide Borrower with a temporary loan in the principal amount of
$_________.

    


    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower and Lender, intending to be legally bound, agree as
follows:

    


    ARTICLE I
– LOAN

    


    1.1.
Loan. Lender
agrees, on the terms and conditions of this Agreement, to make a loan to
Borrower in the amount of _______________________Dollars ($_______) (the
“Loan”).

    


    1.2.
Interest and
Repayment. The Loan shall bear interest at the rate of 10% per annum and
shall be repaid in full, together with all accrued and unpaid interest, on or
before March 5, 2011.

    


    ARTICLE
II - MISCELLANEOUS

    


    2.1. Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties.

    


    2.2. Governing
Law/Venue.  This Agreement shall be governed by and construed
under the laws of the State of New York as applied to agreements entered into
and to be performed entirely within New York.  Any dispute or
controversy concerning or relating to this Agreement shall be exclusively
resolved in the federal or state courts located in the City, County and State of
New York.

    


    2.3. Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

    


    2.4. Amendments and
Waivers. Any term of this Agreement may be amended and the observance of
any term may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Borrower
and the Lender.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.5.
Notices.  All
communications under this Agreement shall be in writing and shall be deemed to
be duly given and received: (i) upon delivery if delivered personally or upon
confirmed transmittal if by facsimile; (ii) on the next Business Day (as
hereinafter defined) if sent by overnight courier; or (iii) four (4)
Business Days after mailing if mailed by prepaid registered mail, return receipt
requested, to the appropriate notice address set forth above or at such other
address as any party hereto may have furnished to the other parties in writing
by registered mail, return receipt requested.

    


    “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.

    


    IN WITNESS WHEREOF, the undersigned
have executed, or caused to be executed on their behalf by an agent thereunto
duly authorized, this Agreement as of the date first above written.

    


    
      
        
          	
                  BORROWER:

                
	 
      
	
                  CALIFORNIA
      GOLD CORP.

                
	 
      
	
                  By:

                	 
      
	
                  Name:  James
      Davidson

                
	
                  Title:  President,
      Treasurer, Chief Executive

                
	
                  Officer,
      Chief Financial Officer and

                
	
                  Director

                


        

      

    

    


    
      
        
          	
                  LENDER:

                
	 
      
	 
      
	
                  Name: