LOAN AGREEMENT


 


THIS LOAN AGREEMENT (this "Agreement")
is made this __ day of _______, 2009 by and between California Gold Corp., a Nevada corporation (“Borrower”), and ____________
(“Lender”).


 


WITNESSETH:


 


WHEREAS, to provide Borrower with sufficient
working capital to enable Borrower to fulfill its accounting obligations incident to its business, Lender has agreed to provide
Borrower with a temporary loan in the principal amount of $2,500.


 


NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and
Lender, intending to be legally bound, agree as follows:


 


ARTICLE I – LOAN


 


1.1. Loan. Lender agrees, on the
terms and conditions of this Agreement, to make a loan to Borrower in the amount of Two Thousand Five Hundred Dollars ($2,500)
(the “Loan”).


 


1.2. Repayment.
The Loan shall be repaid at the initial closing of a private placement to be conducted by Borrower. The private placement shall
involve the sale of 10,000,000 shares of Borrower’s common stock at a price of $0.125 per share or an aggregate of $1,250,000.


 


ARTICLE II - MISCELLANEOUS


 


2.1.
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective heirs, legal representatives, successors and assigns of the parties.


 


2.2.
Governing Law/Venue. This Agreement shall be governed by and construed under the laws of the State of New York as applied
to agreements entered into and to be performed entirely within New York. Any dispute or controversy concerning or relating to this
Agreement shall be exclusively resolved in the federal or state courts located in the City, County and State of New York.


 


2.3.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


2.4. Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of Seller and Buyer.


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the undersigned have
executed, or caused to be executed on their behalf by an agent thereunto duly authorized, this Agreement as of the date first above
written.


 


	 	BORROWER:
	 	 
	 	CALIFORNIA GOLD CORP.
	 	 
	 	By: 	 
	 	Name:  James Davidson
	 	Title:  President, Treasurer, Chief Executive
	 	Officer, Chief Financial Officer and
	 	Director
	 	 
	 	LENDER:
	 	 
	 	 
	 	Name:


 




    	 



    	 



    

 


Schedule of Lenders


 


Note: For the Exhibit listed in the first column below,
only the form of loan agreement has been filed as an exhibit to the Registrant's Form S-1 registration statement. This Schedule
provides detail as to the actual loan agreements executed 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.	 	Agreement	 	Name of Holder to Whom
 Instrument was Issued	 	Date of
 Agreement	 	 	Maturity
 Date	 	Amount of
 Note	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.8	 	0% Promissory Note Loan Agreement	 	Michael Baybak	 	 	10/8/2009	 	 	*	 	$	2,500	 
	 	 	 	 	James Davdison	 	 	10/9/2009	 	 	*	 	$	2,500	 
	 	 	 	 	Barry Honig	 	 	10/9/2009	 	 	*	 	$	2,500	 
	 	 	 	 	Gottbetter Capital Group, Inc.	 	 	10/12/2009	 	 	*	 	$	2,500	 



 


* Note to be repaid at the initial closing of a private placement
to be conducted by the Registrant for the sale of 10,000,000 shares of Registrant's common stock at a price of $0.125 per share
or an aggregate of $1,250,000.