August 5, 2008 California Oil & Gas Corp. #2000, 633 Sixth Avenue SW Calgary, AB T2P 2Y5 Attention: John McLeod Dear Mr. McLeod: Re: Loan Agreement

HUMBOLDT

CAPITAL CORPORATION

#1800, 000 Xxxxx Xxxxxx XX

Calgary, Alberta

T2P 2Y5 Canada

 

August 5, 2008

California Oil & Gas Corp.

#2000, 000 Xxxxx Xxxxxx XX

Calgary, AB T2P 2Y5

Attention: Xxxx XxXxxx

Dear Xx. XxXxxx:

Re: Loan Agreement

Subject to the following conditions, Humboldt Capital Corporation (“Humboldt”) agrees to loan California Oil & Gas Corp. (“COGC”) two hundred and fifty thousand dollars ($250,000.00) U.S.

Upon receipt of the Loan, COGC will issue to Humboldt 500,000 fully paid Common Shares of COGC at no additional cost to Humboldt.

The Loan will be due and payable on September 30, 2008 together with interest from the date of the advance to September 30, 2008 at a rate of 10% per annum.

Xxxx XxXxxx will provide Xxxxxxxx with a personal guarantee in the amount of $250,000. If COGC does not honor its undertakings in this agreement, Xxxx XxXxxx will repay Humboldt the amount advanced plus interest outstanding.

This agreement is subject to all necessary regulatory approvals.

Agreed to this 5 day of August, 2008.

/s/ signed		/s/ Xxxx XxXxxx
Humboldt Capital Corporation #0000, 000 Xxxxx Xxxxxx XX Xxxxxxx, XX X0X 0X0		California Oil & Gas Corp. #2000, 000 Xxxxx Xxxxxx XX Xxxxxxx, XX X0X 0X0
/s/ Xxxx XxXxxx
Xxxx XxXxxx #0000, 000 Xxxxx Xxxxxx XX Xxxxxxx, XX X0X 0X0

XX0000000.1