Exhibit
10.2

     

    
      Exhibit
B

    

    


    PROMISSORY
NOTE

    


         FOR
VALUE RECEIVED, Trilliant Exploration
Corp., (hereinafter called "Borrower"), hereby promises to pay to Compania
Minera del Pacifico Noreste S.A.., (the "Holder") or its registered assigns or
successors in interest or order, without demand, the principal sum
of  Three Million Six Hundred Thousand U.S. Dollars ($3,600,000) (the
"Principal Amount"), together with interest as set forth herein, according to
the payment Schedule set forth herein.

    


         This
Note (the “Note”, also the “Agreement”) has been entered into pursuant to the
terms of a Share Transfer Agreement between the Borrower, the Holder and
Compania Muluncaygold Corp, S.A. dated March 30, 2009 (the "Share Transfer
Agreement").   Unless otherwise separately defined herein, all
capitalized terms used in this Note shall have the same meaning as is set forth
in the Share Transfer Agreement. The following terms shall apply to this
Note:

    


    ARTICLE
I

    


    INTEREST

    


              1.1.
INTEREST RATE. Interest on the outstanding Principal Amount shall accrue at a
rate of Four and One Half Percent (4.5%) per annum (the "Interest Rate") and
shall be compounded quarterly.   The principal amount of this
Note together with all unpaid interest shall be payable in
installments.  Each installment shall be due on the date (“each a
“Maturity Date”) as set forth in Section 2.1 herein.

     

    ARTICLE
II

    


    REPAYMENT
/ REDEMPTION

    


                  2.1
REPAYMENT / REPAYMENT SCHEDULE.  Repayment of the Principal Amount and
interest thereon shall begin only upon Compania Ecuadorgold Corp SA (or their
successors or assigns) reaching production of 400 tons per day in their
operations of the Assets, using 26 day average in 30 day calendar month (the
“Minimum Operations”).  Beginning 30 days from the date of first
reaching Minimum Operations, Borrower shall make four (4) quarterly payments to
the Holder in the minimum amount of Two Hundred Thousand Dollars ($200,000)
each.  After making the first four (4) quarterly payments, the
Borrower shall continue to make quarterly payments in the minimum amount of
Three Hundred Thousand Dollars ($300,000) each until all principal and interest
is fully paid.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

        Exhibit
10.2

         

      

    

    2.2 REDEMPTION OF PRINCIPAL AMOUNT.
During the Loan Period, the Borrower will have the option of repaying the
outstanding Principal Amount of this Note, in whole or in part, before any
Maturity Date, by paying to the Holder a sum of money equal the Principal
Amount, together with accrued but unpaid interest thereon and any and all other
sums due, accrued or payable to the Holder arising under this Note through the
Redemption Payment Date as defined below (the "Redemption Amount"). Borrower's
election to exercise its right to prepay must be by notice in writing ("Notice
of Redemption").  The Notice of Redemption shall specify the date for
such Optional Redemption (the "Redemption Payment Date"), which date shall be no
more than thirty (30) business days after the date of the Notice of Redemption
(the "Redemption Period").

     

    ARTICLE
III

    


    EVENTS OF
DEFAULT

    


         The
occurrence of any of the following events of default ("Event of Default") shall,
at the option of the Holder hereof, make all sums of principal and interest then
remaining unpaid hereon and all other amounts payable hereunder immediately due
and payable, upon demand, without presentment, or grace period, all of which
hereby are expressly waived, except as set forth below:

    


              3.1
RECEIVER OR TRUSTEE. The Borrower or any Subsidiary of Borrower shall make an
assignment for the benefit of creditors, or apply for or consent to the
appointment of a  receiver or trustee for them or for a substantial
part of their property or business; or such a receiver or trustee shall
otherwise be appointed.

    


              3.2
JUDGMENTS. Any money judgment, writ or similar final process shall be entered or
filed against Borrower for more than $500,000, and shall remain unvacated,
unbonded, unappealed, unsatisfied, or unstayed for a period of forty-five (45)
days.

    


              3.3
BANKRUPTCY. Bankruptcy, insolvency, reorganization, or
liquidation      proceedings or other proceedings
or relief under any bankruptcy law or any law, or the issuance of any notice in
relation to such event, for the relief of debtors shall be instituted by or
against the Borrower and are not dismissed within forty-five (45) days of
initiation.

    


              3.4
FAILURE TO MAKE PAYMENT.  Failure of the Borrower to make any
scheduled Payment pursuant to this Agreement within 30 days of such Payment’s
due date.

    


    ARTICLE
IV

    


    MISCELLANEOUS

    


              4.1
FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of Holder
hereof in the exercise of any power, right or privilege hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power,
right or privilege preclude other or further exercise thereof or of any other
right, power or privilege. All rights and
remedies      existing hereunder are cumulative
to, and not exclusive of, any rights or remedies otherwise
available.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
       

      Exhibit
10.2

       

    

              4.2
NOTICES. All notices, demands, requests, consents, approvals, and other
communications required or permitted hereunder shall be in writing and, unless
otherwise specified herein, shall be (i) personally served, (ii) deposited in
the mail, registered or certified, return receipt requested, postage prepaid,
(iii) delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice.

    


              4.3
AMENDMENT PROVISION. The term "Note" and all reference thereto, as used
throughout this instrument, shall mean this instrument as originally executed,
or if later amended or supplemented, then as so amended or
supplemented.

    


              4.4
ASSIGNABILITY. This Note shall be binding upon the Borrower and its successors
and assigns, and shall inure to the benefit of the Holder and its successors and
assigns.

    


              4.5
COST OF COLLECTION. If default is made in the payment of this Note, Borrower
shall pay the Holder hereof reasonable costs of collection, including reasonable
attorneys' fees.

    


              4.6    LAW
GOVERNING THIS NOTE. This Note shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of laws. Any action brought by either party against the other
concerning this Note shall be brought only in the state courts or federal courts
sitting in New York. The Borrower and any Holder hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
FORUM NON CONVENIENS.

    


              4.7
MAXIMUM PAYMENTS. Nothing contained herein shall be deemed
to  establish or require the payment of a rate of interest or other
charges in excess of the maximum permitted by applicable law. In the event that
the rate of interest required to be paid or other charges hereunder exceed the
maximum permitted by such law, any payments in excess of such maximum
shall      be credited against amounts owed by the
Borrower to the Holder and thus refunded to the Borrower.

    


              4.8.
CONSTRUCTION. Each party acknowledges that its legal counsel participated in the
preparation of this Note and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this
Note      to favor any party against the
other.

    


              4.9
REDEMPTION. This Note may not be redeemed or called without the consent of the
Holder except as described in this Note or the Share Transfer
Agreement.

    


               4.10
NON-BUSINESS DAYS. Whenever any payment or any action to be made shall be due on
a Saturday, Sunday or a public holiday under the laws of the State of New York,
such payment may be due or action shall be required on the next succeeding
business day and, for such payment, such next succeeding day shall be included
in the calculation of the amount of      accrued
interest payable on such date.

    


    IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name
by an
authorized officer as of the 30th day of March, 2009.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
       

      Exhibit
10.2

       

    

    
      
        
          
            
              	  	
                      TRILLIANT
      EXPLORATION CORP.

                    
	 
      	 
      
	 
      	      
                      /s/
      William R. Lieberman /s/

                    	
                       

                    
	 
      	
                       
      Signature

                    
	 
      	 
      
	 
      	
                      William
      Lieberman,
President

                    


            

          

        

      

    

    


    
      
         

      

      
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