Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corp. - Exhibit 10.3





 CONVERTIBLE NOTE 

 LINCOLN GOLD CORP. 

  a Nevada corporation 

 FOR VALUE RECEIVED, LINCOLN GOLD CORP.  a Nevada corporation
  ("Borrower"), hereby promises to pay to Alexander Holtermann ("Holder"),
  the principal amount of Two Hundred Thousand ($200,000) Dollars, on the
  terms and subject to the conditions specified in this Convertible Note. 

 The securities evidenced, represented and contemplated by
  the provisions of this Convertible Note have not been registered pursuant to
  the provisions of the Securities Act of 1933 ("Act") or any state securities
  laws and may not be resold, assigned, pledged, hypothecated or otherwise transferred
  until (1) Borrower has received from counsel an opinion satisfactory to Borrower
  that such transfer can be made without compliance with the registration provisions
  of the Act, or (2) a registration statement filed by Borrower is declared effective
  or (3) any and all action necessary to perfect an exemption is completed. 

 ARTICLE ONE

  INTEREST, TERMS OF PAYMENT, PREPAYMENT

 1.1 Currency. All amounts specified by the provisions
  of this Convertible Note are in United States Dollars. The securities contemplated
  by the provisions of this Convertible Note have not been registered pursuant
  to the provisions of the Securities Act of 1933, as amended ("Act"), or any
  securities laws and may not be resold, transferred, pledged, hypothecated or
  otherwise assigned until (i) the Borrower has received from counsel an opinion
  satisfactory to the Borrower that such transfer can be made without compliance
  with the registration provisions of the Act, (ii) the Borrower and the Holder
  shall have complied with Rule 144 promulgated pursuant to the provisions of
  the Act, or (iii) a Registration Statement relating to those securities filed
  by the Borrower is declared effective by the Securities and Exchange Commission.


 1.2 Interest. This Convertible Note shall bear interest
  at 10% per annum, compounded monthly, payable annually. 

 1.3 Principal. The principal amount and second year’s
  interest evidenced by the provisions of this Convertible Note shall be payable
  in a single payment two years from the date of advancement of funds under this
  Convertible Note. 

 1.4 Prepayment. The indebtedness evidenced by the provisions
  of this Convertible Note shall be subject to prepayment, at the option of the
  Borrower, in whole or in part, at any time prior to maturity, subject to the
  Holder receiving thirty (30) days notice of the Borrower’s intention to
  prepay and the right of the Holder to convert during the Notice Period. 

 ARTICLE TWO

  CONVERSION AND PURCHASE RIGHTS  

 2.1 Conversion. Holder shall have the right from and
  at any time while any amount is outstanding under this Convertible Note, to
  convert any portion of the principal indebtedness outstanding into fully paid
  and nonassessable shares of no par value voting common stock of Borrower ("Common
  Stock"), on the terms and subject to the conditions specified by the provisions
  of this Article Two. 








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 Upon the surrender of this Convertible Note, accompanied by
  Holder's written request for conversion as provided for in Section 2.3 of this
  Convertible Note, Borrower shall within ten (10) days issue and deliver to Holder
  certificates evidencing the appropriate number of shares of Common Stock. If
  only a portion of such principal is converted, Borrower shall deliver to Holder
  a certificate for the proper number of shares of Common Stock for the portion
  of that principal indebtedness converted and a new Convertible Note in the form
  hereof for the unconverted balance of the principal indebtedness evidenced by
  the provisions of this Convertible Note. 

 2.2 Conversion Price. The conversion price to Common
  Stock of the indebtedness ("Conversion Price") shall be $0.40 per share. 

 2.3 Mechanics of Conversion. No fractional shares of
  Common Stock shall be issued upon any conversion of the principal indebtedness
  evidenced by the provisions of this Convertible Note. In lieu of any fractional
  shares to which Holder would otherwise be entitled, Borrower shall pay Holder
  cash in the amount equal to the Conversion Price for such fractional shares.
  Before Holder shall be entitled to convert the indebtedness evidenced by the
  provisions of this Convertible Note into shares of Common Stock and to receive
  certificates therefor, Holder shall surrender the original copy of this Convertible
  Note, duly endorsed and cancelled, at the office of Borrower, and shall give
  at least ten (10) days written notice to Borrower at such office that Holder
  elects to so convert the principal indebtedness evidenced by the provisions
  of this Convertible Note. 

 2.4 Adjustment of Conversion Terms. 

          (i) Adjustment
  Due to Stock Split, Stock Dividend, Etc. If at any time when the Notes are
  issued and outstanding, the number of outstanding shares of Common Stock is
  increased by a stock split, stock dividend, or other similar event, the Conversion
  Price shall be proportionately reduced, or if the number of outstanding shares
  of Common Stock is decreased by a combination or reclassification of shares,
  or other similar event, the Conversion Price share be proportionately increased.


         (ii) Adjustment
  Due to Merger, Consolidation, Etc. If at any time when the Notes are issued
  and outstanding, there shall be any merger, amalgamation, consolidation, exchange
  of shares, recapitalization, reorganization, or other similar event, as a result
  of which shares of Common Stock of the Company shall be changed into the same
  or a different number of shares of another class or classes of stock or securities
  of the company or another entity, then the Holders of the Notes shall thereafter
  have the right to receive upon conversion of the Notes, upon the basis and upon
  the terms and conditions specified herein and in lieu of the shares of Common
  Stock immediately theretofore issuable upon conversion, such stock and/or securities
  which the Holder would have been entitled to receive in such transaction had
  the Notes been converted immediately prior to such transaction, and in any such
  case appropriate provisions shall be made with respect to the rights and interest
  of the Holders of the Notes to the end that the provisions hereof (including,
  without limitation, provisions for adjustment of the Conversion Price and of
  the number of Conversion Securities issuable upon conversion of the Notes) shall
  thereafter be applicable, as nearly as may be practicable in relation to any
  securities thereafter deliverable upon the exercise hereof. 

 2.5 Cash Distributions. No adjustment because of cash
  dividends or interest on Common Stock or other securities purchasable pursuant
  to the provisions of this Convertible Note will be made to the Conversion Price.


 2.6 Corporate Authority. Borrower covenants that its
  issuance of this Convertible Note shall constitute full authority to Borrower's
  officers who are charged with the duty of executing stock 








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 certificates to execute and issue the necessary certificates
  for shares of Common Stock no later than ten (10) days after receipt of Holder’s
  written notice to convert the principal indebtedness evidenced by the provisions
  of this Convertible Note. 

 ARTICLE THREE

  REPRESENTATIONS AND WARRANTIES  

 Borrower represents and warrants that: 

 3.1 Existence and Rights. Borrower is a corporation
  duly, organized and existing pursuant to the laws of the State of Nevada without
  limit as to the duration of its existence; Borrower has corporate powers and
  adequate authority, rights and franchises to own its property and to carry on
  its business as now conducted, and is duly qualified and in good standing in
  each jurisdiction in which the character of the properties owned by it therein
  or the conduct of its business makes such qualification necessary; and Borrower
  has the corporate power and adequate authority to issue this Convertible Note.


 3.2 Convertible Note Authorized. The execution and
  delivery of this Convertible Note and the performance of the provisions of this
  Convertible Note are not in contravention of or in conflict with any law or
  regulation or any term or provision of Borrower's Articles of Incorporation
  or Bylaws and it is duly authorized and does not require the consent or approval
  of any governmental body or other authority; and this Convertible Note is the
  valid, binding and legally enforceable obligation of Borrower in accordance
  with the terms herein. 

 3.3 No Conflict. The execution, delivery and performance
  of this Convertible Note are not in contravention of or conflict with any agreement,
  indenture or undertaking to which Borrower is a party or by which Borrower or
  any of Borrower's property may be bound or affected, and does not cause any
  lien, charge or other encumbrance to be created or imposed upon any such property
  by reason thereof. 

 3.4 Litigation. There is no litigation or other proceeding
  pending or threatened against or affecting Borrower, and Borrower is not in
  default with respect to any order, writ, injunction, decree or demand of any
  court or other governmental or regulatory authority. 

 ARTICLE FOUR

  BORROWER'S COVENANTS

 Borrower agrees that until the indebtedness evidenced by the
  provisions of this Convertible Note is paid in full, Borrower will: 

 4.1 Maintain Corporate Rights and Facilities. Maintain
  and preserve its corporate existence and all rights, franchises and other authority
  adequate for the conduct of its business; maintain its properties, equipment
  and facilities in good order and repair and conduct its business in an orderly
  manner without voluntary interruption. 

 4.2 Records and Reports. Maintain a standard and modern
  system of accounting in accordance with generally accepted accounting principles
  and on a consistent basis. 

 4.3 Conduct of Business. Conduct the business of Borrower
  in accordance with all applicable provisions of law. 








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 ARTICLE FIVE

  EVENTS OF DEFAULT

 The occurrence of any of the following events of default shall,
  at the option of Holder, make all sums of principal then remaining unpaid hereon
  and all other amounts payable hereunder immediately due and payable, all without
  demand, presentment or notice, all of which hereby are expressly waived: 

 5.1 Failure to Pay Principal. Failure to pay any installment
  of principal or interest evidenced by the provisions of this Convertible Note
  when due and continuance thereof for a period of thirty (30) days after written
  notice to Borrower from Holder. 

 5.2 Insolvency, Receiver or Trustee.  Borrower shall
  become insolvent or admit in writing its inability to pay its debts as they
  mature; or make an assignment for the benefit of creditors; or apply for or
  consent to the appointment of a receiver or trustee for it or for a substantial
  part of its property or business; or such a receiver or trustee otherwise shall
  be appointed. 

 5.3 Bankruptcy. Bankruptcy, insolvency or liquidation
  proceedings or other proceedings or relief under any bankruptcy law or any law
  for the relief of debtors shall be instituted by or against Borrower. 

 ARTICLE SIX

  REGISTRATION 

 6.1 Investment Representation. Holder hereby represents
  and warrants that Holder has acquired this Convertible Note for purpose of investment
  and with no present intent to sell or distribute the same. In the event Holder
  exercises the conversion right specified by the provisions of this Convertible
  Note, any securities of Borrower so acquired will be with the same investment
  intent. 

 6.2 The Holder acknowledges that the Borrower has not
  agreed to register, or to grant to the Holder any registration rights in respect
  of, the securities represented and contemplated by this Convertible Note. 

 6.3 Restriction on Transfer.  Holder shall not transfer
  any Securities until Holder has first given written notice to Borrower describing
  briefly the manner of any such proposed transfer and until (i) Borrower has
  received from counsel an opinion satisfactory to Borrower that such transfer
  can be made without compliance with the registration provisions of the Act or
  (ii) a Registration Statement filed by Borrower is declared effective or (iii)
  any and all action necessary to perfect an exemption is completed. 

 ARTICLE SEVEN

  REGISTRATION OF TRANSFER 

 7.1 Register. Borrower shall maintain a register for
  the recordation of transfers of this Convertible Note, which, subject to paragraph
  6.3 shall be transferable in whole or in part. Upon presentation by Holder and
  surrender of this Convertible Note, Borrower shall register such transfer and
  issue a new Convertible Note or Convertible Notes of similar aggregate principal
  amount and bearing the same date. 

 7.2 Lost or Destroyed Convertible Notes. Upon receipt
  by Borrower at its principal office of evidence satisfactory to Borrower of
  the loss, theft, destruction or mutilation of this Convertible Note, 








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 and in the case of any such loss, theft, or destruction, upon
  delivery of indemnity satisfactory to Borrower or, in case of any such mutilation,
  upon surrender and cancellation of this Convertible Note, Borrower will issue
  a new Convertible Note of similar tenor in lieu of this Convertible Note. 

 ARTICLE EIGHT

  MISCELLANEOUS 

 8.1 Survival of Warranties.  All agreements, representations
  and warranties made herein shall survive the execution and delivery hereof.


 8.2 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 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. 

 8.3 Severability. The invalidity or unenforceability
  of any provision of this Convertible Note shall not affect the other provisions,
  and this Convertible Note shall be construed in all respects as if such invalid
  or unenforceable provisions were omitted. 

 8.4 Rights of Others. Except as expressly provided,
  nothing expressed or implied in this Convertible Note is intended or shall be
  construed to confer upon or give to any person, firm or corporation, other than
  the parties to this Convertible Note, or other persons who become bound by the
  terms of this Convertible Note, any rights or remedies under or by reason of
  any term, provision, condition, or agreement contained in this Convertible Note;
  provided, however, that it is expressly understood and agreed that the provisions,
  terms and conditions of this Convertible Note shall be binding upon and shall
  inure to the benefit of and shall be enforceable by Borrower, Borrower’s
  shareholders or beneficiaries or the estate of any deceased shareholder and
  the successors or assigns of Borrower. 

 8.5 Execution in Counterparts. This Convertible Note
  may be executed in one (1) or more counterparts, each of which may be executed
  by one (1) or more of the parties to this Convertible Note, with the same force
  and effect as though all of the parties who executed such counterparts had executed
  one (1) instrument. 

 8.6 Governing Law. This Convertible Note shall be construed
  and interpreted according to Nevada law. The laws of other states shall be disregarded
  notwithstanding any conflict of law or choice of law, rules or principles that
  might be operative in the absence of this provision. Any and all actions or
  proceedings, at law or in equity, to enforce or interpret the provisions of
  this Convertible Note shall be litigated in courts having situs within the County
  of Clark, State of Nevada. No claim, demand, action, proceeding, litigation,
  hearing, motion or lawsuit resulting from or with respect to this Convertible
  Note shall be commenced or prosecuted in any jurisdiction other than the State
  of Nevada, and any judgment, determination, finding or conclusion reached or
  rendered in any other jurisdiction shall be null and void. Each party hereby
  consents expressly to the jurisdiction of any local, state or federal court
  located within the State of Nevada and consents that any service of process
  in such action or proceeding may be made by personal service upon such party
  wherever such party may be then located, or by certified or registered mail
  directed to such party at such party's last known address. 

 8.7 Further Assurances. The parties hereto agree to
  cooperate fully in the execution, acknowledgment and delivery of all instruments,
  pleadings and other papers and to take such other 








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 action as may be necessary to further carry out and fully
  accomplish the intent and purpose of this Convertible Note. 

 8.8 Entire Agreement. This instrument contains the
  entire understanding and agreement among the parties concerning the subject
  matter of this Convertible Note, and this Convertible Note supersedes and merges
  herein all prior and contemporaneous understandings, agreements, covenants,
  negotiations and representations concerning the subject matter of this Convertible
  Note. 

 8.9 Amendments. This Convertible Note may not be altered
  or amended except in writing signed by Holder and by Borrower at the time of
  the alteration or amendment. 

 8.10 Waiver. Any party’s failure to insist on
  compliance or enforcement of any provision of this Convertible Note shall not
  affect its validity or enforceability or constitute a waiver of future enforcement
  of that provision or of any other provision of this Convertible Note. 

 8.11 Number and Gender. Wherever in this Convertible
  Note a singular word appears, it shall also include the plural wherever required
  by the context, and vice versa. Wherever in this Convertible Note a masculine,
  feminine or neutral pronoun appears, it shall also include each other gender
  wherever required by the context. 

 8.12 Captions. The captions provided in this Convertible
  Note for the Articles, Sections and subsections are provided solely for the
  purpose of convenience of reference, and the captions shall not be used to limit
  or construe the meaning of the terms of this Convertible Note. 

 8.13 Notices.  Any notice herein required or permitted
  to be given shall be in writing and may be personally served or sent by mail
  and shall be deemed to have been given when deposited in the mail, registered,
  with postage prepaid and properly addressed. 

 8.14 Amendment Provision.  The term "Convertible Note"
  or "this Convertible 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. 

 8.15 Assignability. This Convertible Note shall be
  binding upon Borrower, its successors and assigns, and shall inure to the benefit
  of Holder, its successors and assigns. 

 8.16 Maximum Interest Rate. Notwithstanding the foregoing,
  the maximum total compensation that Holder shall be entitled to receive hereunder
  shall not exceed the maximum rate permitted under applicable law. 

 IN WITNESS WHEREOF, Borrower has caused this Convertible
  Note to be signed in their names by their duly authorized representative on
  the date specified. 

	Dated:	January 28, 2004	BORROWER:
	 	 	 
	 	 	LINCOLN GOLD CORP.,
	 	 	a Nevada corporation
	 	 	 
	 	 	By:  /s/ Andrew Milligan
	 	 	        Its Duly Authorized
      Officer