Exhibit 10.2

                         LINE OF CREDIT LOAN AGREEMENT
                                   (UNSECURED)

This Line of Credit Loan Agreement (this "LOAN  AGREEMENT") dated as of November
29, 2010, is between NORTH AMERICAN GOLD & MINERALS  FUND, a Nevada  corporation
with an address of 848 N. Rainbow Blvd.,  #3003, Las Vegas, NV 89107 ("LENDER"),
and ASPA GOLD CORP.,  formerly  known as  Renaissance  BioEnergy  Inc., a Nevada
corporation with an address of 36101 Bob Hope Dr., Suite E5-238,  Rancho Mirage,
CA 92270 ("BORROWER"). Lender has agreed to provide this loan to Borrower on the
terms and conditions set forth herein.

1. LOAN AMOUNT AND TERMS

1.1 Loan Amount.

On the Closing  Date,  Lender will  provide a loan to  Borrower,  subject to the
terms and conditions of this Loan Agreement;  in the maximum aggregate amount of
US$1,000,000  (One  million  Dollars)  (the  "LOAN").  The Loan shall be used to
retire nominal  outstanding trade debt, as working capital and, with the consent
of Lender, to retire the existing Promissory Notes.

     (a)  This is a revolving line of credit.  Borrower may re-borrow  principal
          amounts that are repaid.

1.2 Maturity Date.

     (a)  Subject to earlier maturity if there is an Event of Default,  the Loan
          shall mature on November 30, 2011 (the "MATURITY DATE").

     (b)  If there is an Event of Default,  then in  addition to Lender's  other
          remedies,  Lender (as defined below) may require Borrower to repay any
          amounts outstanding under the loan immediately.

1.3 Interest Rate.

Borrower  is  executing  a  promissory  note in favor of  Lender  in the form of
Exhibit  "A" (the  "NOTE")  in the  amount of the Loan  evidencing  the Loan and
payable to Lender. The Note sets forth the interest rate and certain other terms
and conditions applicable to the Loan.

1.4 Loan Documents.

The "LOAN  DOCUMENTS" are the documents  indicated  below,  each dated as of the
date of this Loan Agreement unless indicated otherwise.  A capitalized term used
in this Loan Agreement but not defined herein has the meaning given in the other
Loan  Documents.  In the event of conflict  between this Loan  Agreement and the
Loan Documents, this Loan Agreement shall control.
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     (a)  This Loan Agreement; and

     (b)  The Note.

2. FEES AND EXPENSES

2.1 Expenses and Costs.

     (a)  Borrower  will pay all  costs  and  expenses  incurred  by  Lender  in
          connection  with the  administration  of the Loan, and the exercise of
          any of Lender's rights or remedies under the Loan Documents by Lender.
          Such costs and  expenses  include  legal fees and expenses of Lender's
          counsel  and  any  other  reasonable  fees  and  costs  for  services,
          regardless   of  whether  such  services  are  furnished  by  Lender's
          employees or by independent contractors.

     (b)  Borrower agrees to indemnify  Lender from and hold it harmless against
          any transfer or documentary  taxes,  assessments or charges imposed by
          any  governmental  authority by reason of the execution,  delivery and
          performance of the Loan Documents.  Borrower's  obligations under this
          Section 2.1 shall survive payment of the Loan of credit and assignment
          of any rights hereunder.

3. CONDITIONS

Lender  has  already  made an  initial  disbursement  of the  Loan to  Borrower.
Lender's  obligation to disburse the remainder of the Loan to Borrower  shall be
subject to  execution  and  deliver by  Borrower  of the Loan  Documents  and to
fulfillment of the following  conditions,  in each case to the  satisfaction  of
Lender in its sole discretion:

     (a)  The amendment of Borrower's  promissory  notes (the "Existing  Notes")
          payable  to each  of  James  F.  Franco,  Samuel  Gulko,  Point  North
          Investments, LLC and Roger F. Ruttenberg Trust dated July 12, 1986, by
          form of  amendment  acceptable  to lender,  including  revision of the
          conversion provisions to eliminate bargain conversion prices; and

     (b)  The written  forgiveness by each present or former officer or director
          of Borrower of any deferred compensation owed by Borrower.

4. REPRESENTATIONS AND WARRANTIES

When  Borrower  signs this Loan  Agreement,  and until Lender is repaid in full,
Borrower makes the following  representations  and warranties,  each of which is
made to the actual knowledge of Borrower's Chief Financial Officer.

4.1 Enforceable Agreement.

The Loan  Documents do not conflict  with any law,  agreement,  or obligation by
which  Borrower  is bound,  and (i) this Loan  Agreement  is a legal,  valid and
binding agreement of Borrower,  enforceable  against Borrower in accordance with

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its terms (except as such enforceability may be limited by general principals of
equity),  and (ii) any instrument or document required hereunder,  when executed
and delivered,  will be similarly legal, valid,  binding and enforceable (except
as such enforceability may be limited by general principals of equity).

4.2 Financial Information.

All financial and other information that has been or will be supplied to Lender,
and any financial statements of Borrower:

     (a)  Is  sufficiently   complete  to  give  Lender  accurate  knowledge  of
          Borrower's  financial  condition,  including  all material  contingent
          liabilities;

     (b)  Is in compliance with any governmental regulations that apply, if any;
          and

     (c)  Does  not fail to  state  any  material  facts  necessary  to make the
          information contained therein not misleading.

Since the dates of the financial  information specified above, there has been no
material  adverse  change in the business  condition  (financial or  otherwise),
operations, properties or prospects of

4.3 Lawsuits.

To Borrower's  Knowledge,  other than as has been previously disclosed to Lender
in writing,  which is acknowledged by Lender, there is no lawsuit,  arbitration,
claim or other dispute  pending or threatened  against  Borrower which, if lost,
would materially and  substantially  impair  Borrower's  financial  condition or
ability to repay the Note, except as has been previously disclosed in writing to
Lender.

4.4 Title to Assets.

Borrower has good and clear title to its assets, and the same are not subject to
any  mortgages,   deeds  of  trust,   pledges,   security   interests  or  other
encumbrances,  other than those expressed in the agreements previously disclosed
to Lender pursuant to which it has acquired its assets.

4.5 Income Tax Returns.

Borrower has filed or will file all tax returns and reports required to be filed
and have paid or will pay all  applicable  federal,  state and local  franchise,
income and property taxes which are due and payable.

4.6 Other Obligations.

To  Borrower's  Knowledge,  Borrower  is not in  default on any  obligation  for
borrowed  money,  any purchase  money  obligation or any other  material  lease,

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commitment,  contract,  instrument or obligation,  except as has been previously
disclosed in writing to Lender.

4.7 No Event of Default.

To Borrower's Knowledge,  there is no event which is, or with notice or lapse of
time or both would be, a material default under the Loan Documents.

4.8 Permits, Franchises.

To Borrower's  Knowledge,  Borrower possesses all material permits,  franchises,
contracts and licenses required and all material  trademark  rights,  trade name
rights,  and  fictitious  name  rights  necessary  to enable it to  conduct  the
business in which it is now engaged,  provided that  additional  permits will be
required to open Borrower's mines.

5. COVENANTS

Borrower  agrees,  so long as credit is available  under this Loan Agreement and
until Lender is repaid in full:

5.1 Use of Proceeds.

To use the proceeds of the Loan to retire trade  payables,  for working  capital
and; with the consent of Lender, to retire the existing  outstanding  Promissory
Notes.

5.2 Financial Information.

To provide financial information and statements and such additional  information
as requested by Lender from time to time.

5.3 Taxes and Other Liabilities.

To pay and discharge,  before the same become  delinquent  and before  penalties
accrue thereon, all taxes,  assessments and governmental charges upon or against
Borrower or any of its  properties,  and all its other  liabilities  at any time
existing, except to the extent and so long as:

     (a)  The  same  are  being  contested  in  good  faith  and by  appropriate
          proceedings  in such  manner  as not to cause any  materially  adverse
          effect to Borrower's  financial  condition or the loss of any right of
          redemption from any sale thereunder; and

     (b)  Borrower shall have set aside on its books reserves (segregated to the
          extent required by GAAP) adequate with respect thereto.

5.4 Liens.

Without the prior  written  consent of Lender,  which  consent may be granted or
withheld in Lender's reasonable discretion,  not to create, assume, or allow any

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security interest or lien (including judicial liens) on property Borrower now or
later owns, except:

     (a)  Deeds of trust and security agreements in favor of Lender;

     (b)  Liens for property taxes not yet due;

     (c)  Liens  outstanding  on the  date  of  this  Agreement  and  previously
          disclosed in writing to and permitted by Lender; and

     (d)  Additional  purchase  money  security  interests in personal  property
          acquired after the date of this Agreement.

5.5 Notices to Lender.

To promptly notify Lender in writing of:

     (a)  Any Event of Default  hereunder  or any event  which  would  become an
          Event of Default  hereunder  upon the  giving of notice,  the lapse of
          time, or both;

     (b)  Any lawsuit or arbitration;

     (c)  Any material failure to comply with this Loan Agreement;

     (d)  Any  material   adverse  change  in  Borrower's   business   condition
          (financial or otherwise), operations, properties or prospects;

     (e)  Any change in Borrower's state of residence.

5.6 Compliance with Laws.

To materially  comply with the laws  (including  any  fictitious  name statute),
regulations,  and orders of any government  body with authority over  Borrower's
business.

5.7 Additional Negative Covenants.

Not to take any of the following actions, without Lender's written consent:

     (a)  Engage  in  any  business  activities   substantially  different  from
          Borrower's present business; or

     (b)  Use any proceeds of the Loan,  directly or indirectly,  to purchase or
          carry,  or reduce or retire any loan incurred to purchase or carry any
          margin  stock  or to  extend  credit  to  others  for the  purpose  of
          purchasing or carrying any margin stock.

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5.8 No Consumer Purpose.

Not to use this Loan for personal, family, or household purposes.

5.9 Cooperation.

To take any action reasonably requested by Lender to carry out the intent of the
Loan Documents.

5.10 Trusts.

Not to  transfer  any of  Borrower's  assets  to a trust  unless  the  trust  is
acceptable to Lender in form and content,  and the trustee guaranties payment of
Borrower's obligations under this Loan Agreement prior to any such transfer.

5.11 Preservation of Rights.

To maintain and preserve all rights,  privileges,  and  franchises  Borrower now
has.

5.12 Audits; Books and Records.

To maintain  adequate  books and  records and to allow  Lender and its agents to
inspect  Borrower's  properties and examine,  audit and make copies of books and
records  at any  reasonable  time.  If any of  Borrower's  properties,  books or
records is in the possession of a third party,  Borrower hereby  authorizes that
third party to permit Lender or its agents to have access to perform inspections
or audits and to respond to Lender's  requests for  information  concerning such
properties,  books  and  records.  Lender  has no  duty  to  inspect  Borrower's
properties or to examine,  audit, or copy books and records and Lender shall not
incur any obligation or liability by reason of not making any such inspection or
inquiry.  In the event that Lender inspects  Borrower's  properties or examines,
audits,  or copies  books and  records,  Lender  will be acting  solely  for the
purposes of protecting  Lender's  security and preserving  Lender's rights under
this Loan Agreement. Neither Borrower nor any other party is entitled to rely on
any  inspection  or other  inquiry  by  Lender.  Lender  owes no duty of care to
protect Borrower or any other party against,  or to inform Borrower or any other
party of, any adverse  condition  that may be observed as  affecting  Borrower's
properties or premises,  or Borrower's  business.  Lender may in its  discretion
disclose to Borrower any findings  made as a result of, or in  connection  with,
any inspection of Borrower's properties.

5.13 Maintenance of Properties.

To make repairs, renewals, or replacements to keep Borrower's properties in good
working condition.

6. COLLATERAL.

The Loan shall be unsecured.

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7. DEFAULT.

If any of the  following  events  occurs and continues for more than thirty (30)
days  following  written  notice  thereof  from Lender to Borrower (an "EVENT OF
DEFAULT"),  Lender may declare Borrower in default and require Borrower to repay
its entire debt immediately and without prior notice.  However,  if a bankruptcy
petition is filed with respect to Borrower,  the entire debt  outstanding  under
this Loan Agreement shall automatically be due immediately.

7.1 Failure to Pay.

Notwithstanding  the  foregoing,  Borrower fails to make a payment due under the
Loan Documents within fifteen (15) days after the date when due.

7.2 False Information.

Borrower has given Lender false or misleading  material  information or material
representations.

7.3 Bankruptcy.

Borrower  files a  bankruptcy  petition  or makes a general  assignment  for the
benefit of creditors,  or a bankruptcy  petition is filed against Borrower.  The
default will be deemed cured if any bankruptcy  petition filed against  Borrower
is dismissed within a period of 45 (Forty five) days after the filing; provided,
however,  that Lender will not be obligated to extend any  additional  credit to
Borrower during that period.

7.4 Receivers.

A receiver or similar  official is  appointed  for  Borrower's  business (or any
general  partner  or  majority  shareholder  of  either),  or  the  business  is
terminated.

7.5 Judgments.

Any  judgment or  arbitration  award is entered  against  Borrower  that remains
unsatisfied  for  more  than 90  (Ninety)  days,  or  Borrower  enters  into any
settlement  agreement with respect to any litigation,  claim or arbitration that
remains  unsatisfied  for more than 90 (Ninety)  days in an aggregate  amount of
US$500,000 (Five Hundred Thousand Dollars); or more.

7.6 Government Action.

Any  government   authority  takes  action  that  materially  adversely  affects
Borrower's financial condition or ability to repay the Loan.

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7.7 Material Adverse Change.

A material adverse change occurs, in Borrower's business condition (financial or
otherwise), operations or properties.

7.8 Default Under Related Documents.

An Event of Default exists under any of the other Loan Documents.

7.9 Other Breach under This Loan Agreement.

If Borrower is in breach of this Loan  Agreement  (other than Section  7.01) and
the breach is incapable of being cured within 30 (Thirty)  days, and Borrower is
diligently  pursuing the cure of such breach,  the breach will not be considered
an Event of Default under this Loan Agreement for a period up to 60 (Sixty) days
after  the date on  which  Lender  gives  notice  of the  default  to  Borrower;
provided,  however,  that Lender will not be obligated to extend any  additional
credit to Borrower during that period.

8. ENFORCING THIS LOAN AGREEMENT; MISCELLANEOUS

8.1 Remedies.

If an Event of Default occurs under the Loan Documents,  Lender may exercise any
right or remedy  which  they have  under any of the Loan  Documents  or which is
otherwise  available  at law or in equity.  All of Lender's  rights and remedies
shall be cumulative. In the Event of Default, at Lender' option,  exercisable in
their sole  discretion on behalf of all Lenders,  all of Borrower's  obligations
under the Loan Documents will become  immediately due and payable without notice
of default,  presentment or demand for payment,  protest or notice of nonpayment
or dishonor, or other notices or demands of any kind.

8.2 Nevada Law.

This Loan Agreement and the Loan Documents shall be governed by Nevada law.

8.3 Presentment, Demands and Notice.

Lender  shall be under no duty or  obligation  to make or give any  presentment,
demands for performances,  notices of nonperformance,  protests,  and notices of
protest or notices of dishonor in connection with any obligation or indebtedness
under the Loan Documents.

8.4 Indemnification.

Borrower  shall  indemnify,  save,  and hold harmless  Lender and its parent and
affiliates and all of their directors,  officers, employees, agents, successors,
attorneys and assigns  (collectively,  the "INDEMNITEES")  for, from and against
the following matters (collectively, the "INDEMNIFIED MATTERS"):

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     (a)  Any and all  liabilities,  obligations,  losses,  damages,  penalties,
          actions,  judgments,  suits,  claims,  costs,  charges,  expenses  and
          disbursements  (including  attorneys'  fees,  including the reasonable
          estimate of the allocated  cost of in-house  counsel and staff) of any
          kind with respect to the execution, delivery, enforcement, performance
          and   administration  of  this  Loan  Agreement  and  the  other  Loan
          Documents, and the transactions  contemplated hereby, and with respect
          to any  investigation,  litigation or proceeding  related to this Loan
          Agreement,  the  other  Loan  Documents,  the  Loan  or the use of the
          proceeds thereof, whether or not any Indemnitee is a party thereto.

     (b)  Any and all writs, subpoenas,  claims, demands,  actions, or causes of
          action  that are served on or  asserted  against  any  Indemnitee  (if
          directly or indirectly  related to a writ,  subpoena,  claim,  demand,
          action,  or cause of  action  against  Borrower  or any  affiliate  of
          Borrower);  and any and all  liabilities,  losses,  costs, or expenses
          (including  attorneys' fees,  including the reasonable estimate of the
          allocated  cost of in-house  counsel  and staff)  that any  Indemnitee
          suffers or incurs as a result of any of such Indemnified Matters.

          The  obligations of Borrower under this Section shall survive  payment
          of the Loan and  assignment  of any rights  hereunder.  The  foregoing
          notwithstanding,  Borrower  shall have no obligation  hereunder to any
          Indemnitee with respect to Indemnified  Matters arising from the gross
          negligence or willful misconduct of such Indemnitee.

8.5 Attorneys' Fees.

In the event of a lawsuit,  reference or arbitration  proceeding,  including any
tort  proceeding,  between or among the parties hereto,  the prevailing party is
entitled  to  recover  costs  and  reasonable  attorneys'  fees  (including  any
allocated  costs of in-house  counsel)  incurred in connection with the lawsuit,
reference or  arbitration  proceeding,  as determined  by the court,  referee or
arbitrator.

8.6 Notices.

Any notice  required to be given under this Agreement shall be given in writing,
and shall be  effective  when  actually  delivered,  when  actually  received by
telefacsimile  (unless  otherwise  required  by  law),  when  deposited  with  a
nationally  recognized  overnight courier,  or, if mailed, when deposited in the
United  States  mail,  as first class,  certified,  or  registered  mail postage
prepaid,  directed  to  the  addresses  shown  on the  signature  page  of  this
Agreement.  Any party may change its address for notices under this Agreement by
giving formal written notice to the other parties,  specifying  that the purpose
of the notice is to change the party's address.  For notice  purposes,  Borrower
agrees to keep  Lender  informed  at all times of  Borrower's  current  address.
Unless  otherwise  provided  or  required  by law,  if  there  is more  than one
Borrower,  any  notice  given by Lender to any  Borrower  is deemed to be notice
given to all Borrowers.

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8.7 Successors and Assigns.

This Loan Agreement is binding on Borrower's heirs,  successors and assigns, and
Lender's  successors and assignees.  Borrower agrees that it may not assign this
Loan  Agreement or the other Loan  Documents  without  Lender's  prior  consent.
Lender may sell participations in or assign this Loan, and may provide financial
information  about  Borrower to actual or potential  participants  or assignees,
without notice to or consent of Borrower.

8.8 No Third Parties Benefited.

This Loan Agreement is made and entered into for the sole protection and benefit
of Lender  and  Borrower  and their  successors  and  assigns.  No trust fund is
created by this Loan  Agreement and no other persons or entities  shall have any
right of action under this Loan Agreement or any right to the Loan proceeds.

8.9 Integration; Relation to the Loan Headings.

The Loan  Documents (a) integrate all the terms and  conditions in or incidental
to this Loan Agreement,  (b) supersede all oral  negotiations and prior writings
with respect to their subject matter, including any loan commitment to Borrower,
and (c) are  intended by the parties as the final  expression  of the  agreement
with respect to the terms and conditions set forth in those documents and as the
complete and  exclusive  statement  of the terms  agreed to by the  parties.  No
representation, understanding, promise or condition shall be enforceable against
any party unless it is contained in the Loan Documents. If there is any conflict
between the terms, conditions and provisions of this Loan Agreement and those of
any other agreement or instrument, including any other Loan Document, the terms,
conditions and provisions of the Agreement shall prevail.  Headings and captions
are for reference only and shall not affect the interpretation or meaning of any
provisions  of this Loan  Agreement.  The  exhibits to this Loan  Agreement  are
hereby incorporated in this Loan Agreement.

8.10 Interpretation.

Time is of the essence in the  performance  of this Loan  Agreement by Borrower.
The word  "INCLUDE(S)"  means  "include(s),  without  limitation,"  and the word
"INCLUDING"  means  "including  but not  limited  to." No  listing  of  specific
instances,  items or matters in any way  limits the scope or  generality  of any
language of this Loan Agreement.

8.11 Severability; Waivers; Amendments.

This Loan Agreement may not be modified or amended except by a written agreement
signed by the parties.  Any consent or waiver under this Loan  Agreement must be
in writing.  If any part of this Loan Agreement is not enforceable,  the rest of
the Loan Agreement may be enforced. If Lender waives a default, it may enforce a
later default.  No waiver shall be construed as a continuing  waiver.  No waiver

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shall be implied from  Lender's  delay in  exercising or failure to exercise any
right or remedy  against  Borrower.  Consent by Lender to any act or omission by
Borrower  shall not be  construed as consent to any other or  subsequent  act or
omission or as a waiver of the requirement  for Lender's  consent to be obtained
in any future or other instance.  Lender retains all of its rights and remedies,
even if it makes an advance  after a  default.  Notwithstanding  the  foregoing,
Lender may amend this  Agreement  and waive  defaults by the Company  hereunder,
except that no amendment may reduce the principal amount or interest rate of any
Note or extend the  maturity  date of any Note without the consent of all of the
Note holders.

8.12 Counterparts.

This  Loan  Agreement  may be  executed  in  counterparts  each of  which,  when
executed,  shall  be  deemed  an  original,  and  all  such  counterparts  shall
constitute one and the same agreement.

8.14 Electronic Transmission of Data.

Lender and Borrower agree that certain Loan related data (including confidential
information,   documents,   applications   and  reports)   may  be   transmitted
electronically,  including over the internet.  This data may be transmitted  to,
received from or circulated among agents and  representatives of Borrower and/or
Lender and their  affiliates,  and other  persons or entities  involved with the
subject matter of this Loan Agreement. Borrower acknowledges and agrees that (a)
there are risks  associated  with the use of  electronic  transmission  and that
Lender does not  control the method of  transmittal  or service  providers,  (b)
Lender has no obligation  or  responsibility  whatsoever  and assumes no duty or
obligation  for the  security,  receipt  or  third  party  interception  of such
transmissions, and (c) Borrower will release, hold harmless and indemnify Lender
from any claim,  damage or loss,  including  that  arising in whole or part from
Lender's strict liability or sole, comparative or contributory  negligence which
is related to the electronic transmittal of data.

8.15 USA Patriot Act Notice.

Lender hereby  notifies  Borrower that pursuant to the  requirements  of the USA
Patriot  Act (Title III of Pub. L. 107-56  (signed  into law October 26,  2001))
(the "ACT"),  Lender is required to obtain,  verify and record  information that
identifies Borrower, which information includes the name and address of Borrower
and other  information that will allow Lender to identify Borrower in accordance
with the Act.

8.16 Business Days.

A Business  Day shall mean any day other  than a  Saturday,  a Sunday or a legal
holiday  on which  national  banks  are not open for  business  in the  State of
Nevada. All payments and disbursements  which would be due on a day which is not
a Business Day will be due on the next Business Day. All payments  received on a
day which is not a Business Day will be applied to the Loan on the next Business
Day.

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This Loan  Agreement  is  executed as of the date stated at the top of the first
page.

LENDER:                                     BORROWER:

NORTH AMERICAN GOLD &                       ASPA GOLD CORP., formerly known as
MINERALS FUND, a Nevada Corporation         Renaissance Bioenergy Inc., a
                                            Nevada Corporation


By: /s/ Ronald Yadin Lowenthal              By: /s/ David Arthun
   ---------------------------------           ---------------------------------
Name: RONALD YADIN LOWENTHAL,               Name: DAVID ARTHUN
President                                         DIRECTOR (Duly Authorized)



Address where notices to                    Address where notices to
Lender are to be sent:                      Borrower are to be sent:

848 N. Rainbow Blvd, #3003.                 36101 Bob Hope Dr., Suite E5-238
Las Vegas, NV 89107                         Rancho Mirage, CA 92270

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                                   EXHIBIT "A"

                                 PROMISSORY NOTE
                                   (Unsecured)

US$1,000,000                                                   November 29, 2010

     FOR  VALUE  RECEIVED,  ASPA  GOLD  CORP.,  formerly  known  as  Renaissance
BioEnergy  Inc.,  a Nevada  corporation  with an  address of 36101 Bob Hope Dr.,
Suite E5-238,  Rancho Mirage, CA 92270  ("BORROWER"),  hereby promises to pay to
the order of NORTH AMERICAN GOLD & MINERALS FUND, a Nevada  corporation  with an
address of 848 N. Rainbow Blvd., #3003, Las Vegas, NV 89107 ("LENDER"),  without
offset,  in immediately  available funds in lawful money of the United States of
America,   at  such  location   designated  by  Lender,  the  principal  sum  of
US$1,000,000  (One  million  Dollars)  (or the unpaid  balance of all  principal
advanced  against this Note, if that amount is less),  together with interest on
the  unpaid  principal  balance  of this  Note  from day to day  outstanding  as
hereinafter  provided.  This Note evidences the loan (the "LOAN") from Lender to
Borrower,  and is one of several Loan  Documents,  as defined and  designated in
that certain Line of Credit Loan Agreement (Unsecured) (as amended,  restated or
otherwise  modified from time to time, the "LOAN  AGREEMENT") dated of even date
herewith between Lender and Borrower.

1. Payment Schedule and Maturity Date.

     (a)  Prior to the Maturity Date, unpaid interest shall accrue commencing on
          the first day of the month  following the first Advance (as defined in
          the Loan Agreement).  The entire  principal  balance of this Note then
          unpaid,  together  with all accrued and unpaid  interest and all other
          amounts  payable  hereunder  and under the other  Loan  Documents  (as
          defined in the Loan  Agreement),  shall be due and  payable in full on
          November  30,  2011  (the  "MATURITY  DATE").  Some or all of the Loan
          Documents,  including the Loan Agreement,  contain  provisions for the
          acceleration of the maturity of this Note.

     (b)  This  Note  represents  a  revolving  line  of  credit.  Borrower  may
          re-borrow principal amounts that are repaid.

     (c)  At Borrower's  option,  Borrower may repay the Loan by issuance of its
          common stock,  par value  US$0.00001  per share,  as part of a capital
          raise by Borrower of at least US$5,000,000 (Five million Dollars) that
          closes  prior to the  Maturity  Date.  For purpose of repayment of the
          Loan,  such  common  stock  shall be  valued at the price per share at
          which it is sold in such capital raise.

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<PAGE>
2. Interest Rate.

2.1 Interest Rate.

Prior to the Maturity Date, the Principal Debt from day to day outstanding which
is not past due shall not bear  interest.  From and after the Maturity Date, the
Principal  Debt shall bear  interest at a rate of 3% (Three  percent)  per annum
(the "INTEREST RATE") (computed as provided in Section 2.2 hereof).

2.2 Computations and Determinations.

All interest  shall be computed on the basis of a year of 360 (Three hundred and
sixty) days and paid for the actual number of days elapsed  (including the first
day but excluding the last day).  Unpaid interest shall be compounded  annually.
The books and records of Lender shall be conclusive evidence,  in the absence of
manifest  error,  of all sums owing to Lender from time to time under this Note,
but the  failure  to record any such  information  shall not limit or affect the
obligations of Borrower under the Loan Documents.

2.3 Past Due Rate.

If any amount  payable by Borrower  under any Loan Document is not paid when due
(without regard to any applicable  grace periods),  such amount shall thereafter
bear  interest  at the Past Due Rate (as defined  below) to the  fullest  extent
permitted by  applicable  Law.  Accrued and unpaid  interest or past due amounts
(including interest on past due interest) shall be due and payable on demand, at
a  fluctuating  rate per annum (the "PAST DUE RATE") equal to the Interest  Rate
plus 100 (One hundred) basis points.

2.4 Additional Defined Terms.

Capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to such terms in the Loan Agreement. In addition to other terms defined
herein,  as used herein the following  terms shall have the meanings  indicated,
unless the context otherwise requires:

"INDEBTEDNESS"  means  any  and all of the  indebtedness  to  Lender  evidenced,
governed or secured by or arising under this Note or any other Loan Document.

"LAWS"  means  all  constitutions,   treaties,   statutes,   laws,   ordinances,
regulations,  rules, orders, writs, injunctions, or decrees of the United States
of America,  any state or commonwealth,  any municipality,  any foreign country,
any territory or possession, or any Tribunal.

"NOTE" means this promissory note, and any renewals,  extensions,  amendments or
supplements hereof.

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<PAGE>
"PRINCIPAL DEBT" means the aggregate  unpaid  principal  balance of this Note at
the time in question.

3. Prepayment.

     (a)  Borrower  may prepay  without  penalty the  principal  balance of this
          Note, in full at any time or in part from time to time.

4. Late Charges.

If Borrower  shall fail to make any payment  under the terms of this Note (other
than the payment due at maturity)  within 15 (Fifteen)  days after the date such
payment is due, Borrower shall pay to Lender on demand a late charge equal to 4%
(Four percent) of the amount of such payment. Such 15 (Fifteen) day period shall
not be construed as in any way extending  the due date of any payment.  The late
charge is imposed for the purpose of defraying  the expenses of Lender  incident
to handling such  delinquent  payment.  This charge shall be in addition to, and
not in lieu of,  any other  amount  that  Lender may be  entitled  to receive or
action that Lender may be authorized to take as a result of such late payment.

5. Certain Provisions Regarding Payments.

All payments made under this Note shall be applied,  to the extent  thereof,  to
late charges,  to accrued but unpaid interest,  to unpaid principal,  and to any
other sums due and unpaid to Lender under the Loan Documents, in such manner and
order as Lender may elect in its sole discretion, any instructions from Borrower
or  anyone  else to the  contrary  notwithstanding.  Remittances  shall  be made
without offset, demand, counterclaim, deduction, or recoupment (each of which is
hereby waived) and shall be accepted  subject to the condition that any check or
draft may be handled  for  collection  in  accordance  with the  practice of the
collecting bank or banks.  Acceptance by Lender of any payment in an amount less
than the amount then due on any  Indebtedness  shall be deemed an  acceptance on
account  only,  notwithstanding  any  notation on or  accompanying  such partial
payment  to the  contrary,  and shall  not in any way (a)  waive or  excuse  the
existence of an Event of Default (as hereinafter defined),  (b) waive, impair or
extinguish any right or remedy  available to Lender hereunder or under the other
Loan Documents, or (c) waive the requirement of punctual payment and performance
or constitute a novation in any respect. Payments received after 2:00 p.m. shall
be deemed to be received on, and shall be posted as of, the  following  Business
Day.  Whenever any payment under this Note or any other Loan Document  falls due
on a day  which is not a  Business  Day,  such  payment  may be made on the next
succeeding Business Day.

6. Security.

This Note is unsecured.

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<PAGE>
7. Events of Default.

The occurrence of any one or more of the following shall constitute an "EVENT OF
DEFAULT" under this Note:

     (a)  Borrower fails to pay when and as due and payable any amounts  payable
          by Borrower to Lender under the terms of this Note.

     (b)  Any  covenant,  agreement  or  condition in this Note is not fully and
          timely performed, observed or kept, subject to any applicable grace or
          cure period.

     (c)  An Event of Default (as therein  defined) occurs under any of the Loan
          Documents  other than this Note  (subject to any  applicable  grace or
          cure period).

8. Remedies.

Upon the occurrence of an Event of Default,  Lenders may exercise one or more of
the following rights,  powers and remedies on behalf of all of the lenders under
the Loan Agreement:

     (a)  Lender  may  accelerate  the  Maturity  Date and  declare  the  unpaid
          principal balance and accrued but unpaid interest on this Note and all
          other amounts payable hereunder and under the other Loan Documents, at
          once due and payable, and upon such declaration the same shall at once
          be due and payable.

     (b)  Lender may  exercise any of its other  rights,  powers and remedies at
          law or in equity.

9. Remedies Cumulative.

All of the  rights  and  remedies  of Lender  under this Note and the other Loan
Documents are cumulative of each other and of any and all other rights at law or
in  equity,  and the  exercise  by Lender of any one or more of such  rights and
remedies shall not preclude the  simultaneous or later exercise by Lender of any
or all such other  rights and  remedies.  No single or partial  exercise  of any
right or remedy  shall  exhaust it or  preclude  any other or  further  exercise
thereof,  and every right and remedy may be  exercised at any time and from time
to time. No failure by Lender to exercise, or delay in exercising,  any right or
remedy  shall  operate as a waiver of such right or remedy or as a waiver of any
Event of Default.

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<PAGE>
10. Costs and Expenses of Enforcement.

Borrower  agrees to pay to Lender on demand all costs and  expenses  incurred by
them in seeking to collect  this Note or to enforce any of  Lender's  rights and
remedies  under  the  Loan  Documents,  including  court  costs  and  reasonable
attorneys' fees and expenses, whether or not suit is filed hereon, or whether in
connection  with  arbitration,  judicial  reference,  bankruptcy,  insolvency or
appeal.

11. Service of Process.

Borrower  hereby  consents  to  process  being  served in any suit,  action,  or
proceeding  instituted in connection with this Note by (a) the mailing of a copy
thereof by  certified  mail,  postage  prepaid,  return  receipt  requested,  to
Borrower  and  (b)  serving  a  copy   thereof  on  Mr.   Frederick  C.  Bauman,
Attorney-at-Law,  the agent  hereby  designated  and  appointed  by  Borrower as
Borrower's agent for service of process.  Borrower  irrevocably agrees that such
service shall be deemed to be service of process upon Borrower in any such suit,
action, or proceeding.  Nothing in this Note shall affect the right of Lender to
serve process in any manner otherwise  permitted by law and nothing in this Note
will limit the right of Lender otherwise to bring  proceedings  against Borrower
in the courts of Los Angeles  County,  California,  subject to any  provision or
agreement for arbitration,  judicial  reference or other dispute  resolution set
forth in the Loan Agreement.

12. Heirs, Successors and Assigns.

The terms of this Note Agreement and of the other Loan Documents  shall bind and
inure to the benefit of the heirs,  devisees,  representatives,  successors  and
assigns of the parties.  The foregoing sentence shall not be construed to permit
Borrower  to  assign  the Loan  except  as  otherwise  permitted  under the Loan
Documents.

13. General Provisions.

Time is of the essence with respect to Borrower's  obligations  under this Note.
If more than one person or entity  executes  this Note as Borrower,  all of said
parties  shall be jointly and severally  liable for payment of the  Indebtedness
evidenced hereby. Borrower and each party executing this Note as Borrower hereby
severally (a) waive demand,  presentment for payment,  notice of dishonor and of
nonpayment,  protest, notice of protest, notice of intent to accelerate,  notice
of acceleration and all other notices (except any notices which are specifically
required by this Note or any other Loan Document),  filing of suit and diligence
in collecting this Note; (b) agree to any  subordination  or release of any such
security or the release of any party primarily or secondarily liable hereon; (c)
agree that Lender shall not be required  first to institute  suit or exhaust its
remedies hereon against  Borrower or others liable or to become liable hereon or
to perfect or enforce  its rights  against  them or any  security  herefor;  (d)
consent to any extensions or  postponements  of time of payment of this Note for

                                       17
<PAGE>
any  period or  periods  of time and to any  partial  payments,  before or after
maturity,  and to any other  indulgences  with respect  hereto,  without  notice
thereof  to any of them;  and (e)  submit  (and  waive all  rights to object) to
non-exclusive personal jurisdiction of any state or federal court sitting in the
state and county in which payment of this Note is to be made for the enforcement
of any and all  obligations  under this Note and the other Loan  Documents;  (f)
waive the benefit of all homestead and similar  exemptions as to this Note;  (g)
agree that their  liability under this Note shall not be affected or impaired by
any determination  that any title,  security interest or lien taken by Lender to
secure this Note is invalid or  unperfected;  and (h) hereby  subordinate to the
Loan and the Loan Documents any and all rights against Borrower and any security
for the payment of this Note,  whether by  subrogation,  agreement or otherwise,
until this Note is paid in full. A determination that any provision of this Note
is unenforceable or invalid shall not affect the  enforceability  or validity of
any other provision and the determination  that the application of any provision
of this Note to any person or circumstance is illegal or unenforceable shall not
affect the enforceability or validity of such provision as it may apply to other
persons  or  circumstances.  This  Note may not be  amended  except in a writing
specifically  intended for such  purpose and executed by the party  against whom
enforcement  of the amendment is sought.  Captions and headings in this Note are
for  convenience  only and shall be  disregarded in construing it. This Note and
its validity,  enforcement and  interpretation  shall be governed by the laws of
the State of Nevada  (without regard to any principles of conflicts of Laws) and
applicable  United  States  federal  law.  Whenever a time of day is referred to
herein,  unless  otherwise  specified  such time  shall be the local time of the
place where payment of this Note is to be made.  The term  "BUSINESS  DAY" shall
mean a day on which national banks are open for the conduct of substantially all
of its banking  business at its office in the city in which this Note is payable
(excluding  Saturdays  and  Sundays).  Capitalized  terms  used  herein  without
definition shall have the meanings ascribed to such terms in the Loan Agreement.
The words "include" and  "including"  shall be interpreted as if followed by the
words "without limitation".

14. Notices.

Any notice  required to be given under this Note shall be given in writing,  and
shall  be  effective  when  actually   delivered,   when  actually  received  by
telefacsimile  (unless  otherwise  required  by  law),  when  deposited  with  a
nationally  recognized  overnight courier,  or, if mailed, when deposited in the
United  States  mail,  as first class,  certified,  or  registered  mail postage
prepaid,  directed  to the  addresses  shown on the  signature  page of the Loan
Agreement.  Any party may  change its  address  for  notices  under this Note by
giving formal written notice to the other parties,  specifying  that the purpose
of the notice is to change the party's address.  For notice  purposes,  Borrower
agrees to keep  Lender  informed  at all times of  Borrower's  current  address.
Unless  otherwise  provided  or  required  by law,  if  there  is more  than one
Borrower,  any  notice  given by Lender to any  Borrower  is deemed to be notice
given to all Borrowers.

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<PAGE>
15. No Usury.

It is expressly stipulated and agreed to be the intent of Borrower and Lender at
all times to  comply  with  applicable  state law or  applicable  United  States
federal law (to the extent that it permits Lender to contract for, charge, take,
reserve,  or receive a greater amount of interest than under state law) and that
this Section shall  control every other  covenant and agreement in this Note and
the other Loan Documents.  If applicable state or federal law should at any time
be judicially  interpreted so as to render  usurious any amount called for under
this Note or under any of the other Loan Documents,  or contracted for, charged,
taken,  reserved,  or received with respect to the Loan, or if Lender's exercise
of the option to accelerate  the Maturity Date, or if any prepayment by Borrower
results in Borrower  having paid any  interest  in excess of that  permitted  by
applicable  law,  then it is Lender's  express  intent  that all excess  amounts
theretofore  collected by Lender shall be credited on the  principal  balance of
this Note, and the  provisions of this Note and the other Loan  Documents  shall
immediately be deemed reformed and the amounts thereafter  collectible hereunder
and  thereunder  reduced,  without the  necessity  of the  execution  of any new
documents,  so as to comply  with the  applicable  law,  but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums paid or agreed to be paid to Lender for the use or  forbearance of the Loan
shall,  to the extent  permitted  by  applicable  law, be  amortized,  prorated,
allocated, and spread throughout the full stated term of the Loan.

Section 16. Amendments and Waivers.

Lender  may  amend  the  Loan  Agreement  and  waive  defaults  by  the  Company
thereunder, except that no amendment may reduce the principal amount or interest
rate of this Note or extend the  maturity  date of this Note without the consent
of the holder of this Note.

     IN WITNESS  WHEREOF,  Borrower has duly  executed  this Note as of the date
first above written.

BORROWER:

ASPA GOLD CORP.,
formerly known as Renaissance BioEnergy Inc.,
a Nevada corporation


By: /s/ David Arthun
   ------------------------------------------
Name: DAVID ARTHUN
DIRECTOR, Duly Authorized


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