THE ISSUANCE AND SALE OF THIS NOTE HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THIS NOTE MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THIS NOTE.  ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS
OF THIS NOTE.


 


California
Gold Corp.


10% PROMISSORY NOTE


 


	Issuance Date:  December 10, 2009	Principal Amount: U.S. $_____


 


FOR VALUE RECEIVED, California Gold
Corp., a Nevada corporation (the "Company"), hereby promises to pay to _________ or registered assigns
("Holder") the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant
to prepayment or otherwise, the "Principal") when due, whether upon the Maturity Date (as defined below), acceleration,
prepayment or otherwise (in each case in accordance with the terms hereof) and to pay interest at the rate of 10% per annum ("Interest")
from the date set out above as the Issuance Date (the "Issuance Date") until the same becomes due and payable
on the Maturity Date.


 


1.         PAYMENTS OF PRINCIPAL; MATURITY.
 Payment of Principal and interest due on this Note is payable no later than December 10, 2010 (the "Maturity Date");
provided, however, that each of the parties hereto may mutually agree to extend the term of this Note beyond the
Maturity Date.


 


2.         PREPAYMENT. The Company and
the Holder understand and agree that the Principal and any Interest accrued thereon may be prepaid by the Company at any time without
penalty.


 


3.         EVENT OF DEFAULT. Failure
by the Company to make payment pursuant to Section 1 hereof shall constitute an event of default ("Event of Default").
In an Event of Default, the Holder shall be entitled to all legal remedies available to it to pursue collections, and the Company
shall bear all reasonable costs of collection, including but not limited to necessary attorneys’ fees.


 


5.         NO WAIVER. No failure or delay
by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusively of any rights or remedies provided by applicable
law. No course of dealing between the Company and the Holder shall operate as a waiver of any rights by the Holder.


 




    	 



    	 



    

 


6.    NOTICES; PAYMENTS.


 


(a)         Notices.  Whenever
notice is required to be given under this Note, unless otherwise provided herein such notice shall be given in accordance with
the Loan Agreement of even date herewith between the Company and the Holder. Unless a specific notice is otherwise required under
this Note, the Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including
in reasonable detail a description of such action and the reason therefore.


 


(b)         Payments.  Except
as otherwise provided in this Note, whenever any payment of cash is to be made by the Company to the Holder such payment shall
be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier
service to the Holder at the address set forth above or at such other address as the Holder may have furnished to the Company in
writing by registered mail, return receipt requested; provided that the Holder may elect to receive a payment of cash via wire
transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder's
wire transfer instructions.  Whenever any amount expressed to be due by the terms of this Note is due on any day which is
not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. "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.


 


7.         TRANSFER.  The Holder
acknowledges and agrees that this Note may only be offered, sold, assigned or transferred by the Holder if consented to in writing
by the Company.


 


8.         CONSTRUCTION; HEADINGS.  This
Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter
hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of,
this Note.


 


9.         SEVERABILITY. In the event
that one or more of the provisions of this Note shall for any reason be held invalid, illegal, or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed
as if such invalid, illegal or unenforceable provision had never been contained herein.


 


10.       GOVERNING LAW. This Note
and the rights and obligations of the Company and the Holder shall be governed by and construed in accordance with the laws of
the State of New York.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed as of the Issuance Date set out above.


  


	 	California Gold Corp.
	 	 
	 	By:	 
	 	Name:James Davidson
	 	
        Title:  President, Treasurer, Chief Financial
        Officer

                   and Director



 




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Note: For the Exhibit listed in
the first column below, only the form of instrument has been filed as an exhibit to the Registrant's Form S-1 registration statement.
This Schedule provides detail as to the actual instruments issued under the form filed as an exhibit and lists the material details
in which each such instrument differs from the form of document filed.


 


	Exhibit
 No.	 	Title of
 Instrument	 	Name of Holder to
 Whom Instrument
 was Issued	 	Issue Date	 	Maturity Date	 	Amount of Note	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4.4	 	10% Promissory Note	 	Michael Baybak	 	12/10/2009	 	12/10/2010	 	$	2,500	 
	 	 	 	 	James Davidson	 	12/10/2009	 	12/10/2010	 	$	2,500	 
	 	 	 	 	Barry Honig	 	12/10/2009	 	12/10/2010	 	$	2,500	 
	 	 	 	 	Gottbetter Capital Group, Inc.	 	12/10/2009	 	12/10/2010	 	$	2,500	 



 








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