PROMISSORY NOTE

$330,977.50                                                   November 10, 2005
                                                                   Reno, Nevada



FOR VALUE RECEIVED ON OR ABOUT AUGUST 9, 2005 THROUGH OCTOBER 5, 2005, the
receipt and sufficiency of which are hereby acknowledged, the undersigned,
Tornado Gold International Corp., a Nevada corporation ("Maker"), hereby
promises to pay to Green Shoe Investment Inc., ("Payee"), (collectively, the
"Parties"), the principal amount of Three Hundred Thirty Thousand Nine Hundred
Seventy-seven Dollars and Fifty Cents ($330,977.50), in lawful money of the
United States of America, with 8% interest per annum.

                                   ARTICLE I.
                                    PAYMENTS

         1.1 Principal and Interest. The principal amount of Three Hundred
Thirty Thousand Nine Hundred Seventy-seven Dollars and Fifty Cents
($330,977.50), together with 8% interest per annum calculated thereon, evidenced
by this Promissory Note shall be due and payable on December 31, 2005. Any
payments made are applied to outstanding interest first and then to the
principal. All payments shall be made in lawful money of the United States of
America.

        1.2 Manner of Payment. Payment of the indebtedness evidenced by this
Promissory Note shall be paid by check at World Trade Centre 10, Route de
l'aeroport PO Box 691, Geneva Switzerland, CH 1215, or at such other place as
Payee shall designate to Maker in writing.

         1.3 Prepayment. Maker may prepay this Note in whole or in part on any
date without premium or penalty.

                                   ARTICLE II.
                                    DEFAULTS

         2.1 Events of Default. The occurrence of any one or more of the
following events with respect to Maker shall constitute an event of default
("Event of Default"):

         (a) In the event, pursuant to or within the meaning of the United
States Bankruptcy Code or any other federal or state law relating to insolvency
or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a voluntary
proceeding; (ii) consent to the entry of an order for relief against Maker in an
involuntary proceeding; (iii) consent to the appointment of a trustee, receiver,
assignee, liquidator or similar official; (iv) make an assignment for the
benefit of its creditors; or (v) admit in writing Maker's inability to pay its
debts as those debts become due.

         (b) In the event, a court of competent jurisdiction enters an order or
decree pursuant to any Bankruptcy Law that (i) is for relief against Maker in an
involuntary proceeding; (ii) appoints a trustee, receiver, assignee, liquidator
or similar official for Maker or substantially all of Maker's properties; or
(iii) orders the liquidation of Maker, and in each event the order or decree is
not dismissed within Fifty twenty (120) days.

         (c) In the event Maker fails to pay the principal amount (and any
additional amounts provided for under Article I of this Agreement) evidenced by
this Promissory Note by the close of business on December 31, 2005.


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         2.2 Notice by Maker. Maker shall notify Payee in writing within ten
(10) days after the occurrence of any Event of Default of which Maker acquires
knowledge.

         2.3 Remedies. Upon the occurrence of an Event of Default (unless all
Events of Default have been cured or waived by Payee), Payee may, at its option,
(i) by written notice to Maker, declare the entire unpaid principal balance
evidenced by this Promissory Note immediately due and payable regardless of any
prior forbearance, and (ii) exercise any and all rights and remedies available
to Payee pursuant to applicable law, including, without limitation, the right to
collect from Maker the amount due pursuant to this Promissory Note. Maker shall
pay all reasonable costs and expenses incurred by or on behalf of Payee in
connection with Payee's exercise of any or all of its rights and remedies
pursuant to this Promissory Note, including, without limitation, reasonable
attorneys' fees.

                                  ARTICLE III.
                                  MISCELLANEOUS

         3.1 Severability. If any provision in this Promissory Note is
determined by a court of competent jurisdiction to be invalid or unenforceable,
the other provisions of this Promissory Note will remain in full force and
effect. Any provision of this Promissory Note determined by a court of competent
jurisdiction invalid or unenforceable only in part will remain in full force and
effect to the extent not determined to invalid or unenforceable.

         3.2 Governing Law and Jurisdiction. This Promissory Note will be
governed by the laws of the State of Nevada, without regard to conflicts of laws
principles. Any controversies regarding this Agreement shall be resolved in the
city of Reno, state of Nevada.

         3.3 Parties in Interest. This Promissory Note shall not be assigned or
transferred by Payee without the express prior written consent of Maker, except
by operation of law.

         3.4 Section Headings, Construction. The headings of sections in this
Promissory Note are provided for convenience only and will not affect the
construction or interpretation of the provisions of this Promissory Note. All
references to "section" or "sections" refer to the corresponding section or
sections of this Promissory Note unless otherwise specified. All words used in
this Promissory Note will be construed to be of such gender or number as the
circumstances require.

         3.5 Entire Agreement. The Promissory Note and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof.

         3.6 Execution in Counterparts. This Agreement may be executed in
several counterparts and, when so executed, it shall constitute one agreement
binding all parties to this Agreement, notwithstanding that all parties to this
Agreement are not signatory to the original and same counterpart.



<PAGE>



IN WITNESS WHEREOF, Maker has executed and delivered this Promissory Note as of
the date first specified above.

Tornado Gold International Corp., a Nevada corporation
8600 Technology Way, Suite 118
Reno NV  89521



By:      /s/ Earl Abbott
         Earl Abbott
Its:     President and Director

GREEN SHOE INVESTMENT INC.

By:      /s/ David Craven
         David Craven
Its:     Director