ASSIGNMENT OF US $400,000 DEMAND PROMISSORY NOTE AND RELATED DOCUMENTS

In a Demand Promissory Note dated July12, 2011 (the “Original Note”) between Focus Gold and Pedro Pina Castulo (“Castulo”), Focus Gold promised to pay Castulo Principal in the amount of US$200,000, Interest on the Principal at the rate of 2% per month compounded monthly, and Commitment Arrangement and Placement Fees of $59,000

As of March 1, 2012, the balance payable on the Note was $296,240.82, inclusive of Principal, Interest, Commitment Arrangement and Placement Fees, and all other amounts payable under the Note, as set forth in Exhibit A.

Paragraph 4 of the Original Note provided that if the Original Note was not repaid upon demand within 3 days, the holder of the Note could elect to receive as full repayment for the loan common shares of Focus Gold is such amount as would be determined by multiplying the Principal times 5 and dividing by the 10 day average closing price of Focus Gold’s stock prior to the date of demand.

Under the terms of paragraph 4 of the Original Note, the amount due to Castulo was $1,481,204.10 as full repayment of the Original Note.

Focus Gold and Castulo entered into a Settlement Agreement to the Original Note (effective date of March 1, 2012) in which Focus Gold and Castulo agreed to a lesser settlement amount of $400,000, which sum includes the Principal, Interest, Commitment Arrangement and Placement Fees, and all other amounts payable under the Note as set forth in paragraph 4 of the original Note.

1.  

The outstanding Principal of $400,000 shall bear interest, at Holder’s election, at the rate of 1% per month calculated monthly and compounded monthly. This Note is no longer payable on demand at this time.  The maturity date for the Note is extended to October 1, 2012 and the entire unpaid Principal, Interest, fees and other amounts payable on the Note shall become due and payable upon demand at any time for any reason on or after October 1, 2012.

2.  

This Note is now convertible at any time.  The Conversion Price as applied to the Conversion Formula set forth below is 80% (eighty percent) of the average of the three lowest trade prices in the 20 trading days previous to the conversion; as applies to Focus Gold Corporation’s voting common stock.  The number of shares issued through conversion is the conversion amount divided by the conversion price as set forth in the following Conversion Formula :

3.  

The Borrower has the right to enforce a conversion floor of $0.15 per share as set forth in exhibit A.

4.  

Shares from any conversion will be delivered to the Holder without legend within 2 (two) business days of conversion notice delivery.   If those shares are not delivered in this time frame at any time for any reason prior to offering those shares for sale in a private transaction or in the public market through its broker, Holder may rescind that particular conversion to have the amount returned to the note balance with the conversion shares returned to the Company.   The Company will make its best efforts to deliver share issuance instructions to its Transfer Agent same day, and to deliver shares to Holder next day.

5.  

The second and third sentences of Section 4 of the Note are deleted.

6.  

The events of default under this amendment and the Note are set forth in Exhibit B.  In the event of any default the outstanding principal amount of the Note plus accrued but unpaid interest liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration shall become, at the Holder’s election immediately due and payable in cash at the Mandatory Default Amount.  The Mandatory Default amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP, or (ii) 150% of the outstanding principal amount of this Note, plus 100% of accrued and unpaid interest, liquidated damages, fees and other amounts hereon.  Commencing five (5) days after the occurrence of any event of default the results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18%per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and the Borrower hereby waives , any presentment , protest or other notice of any kind, and the Holder may immediately and without expiration of any of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescission or annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the note until such time, if any, as the Holder receives full payment pursuant to this Section 5. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it at law or in equity including, without limitations, a decree of specific performance and/or injunctive relief with respect to the Borrowers failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof.

7.  

Unless otherwise agreed by both in writing by both the company and the holder at no time will the Holder convert any amount of the Note into common stock that would result in the holder owing more than 4.99% of the common stock outstanding of Focus Gold Corporation.

8.  

Conversion notices may be delivered to the Company by email, fax, mail, or overnight delivery. Conversion notices sent by email and fax shall be considered delivered at the time of transmission by the Holder.

9.  

Holder agrees that so long as any Note from the Borrower to Holder remains outstanding. Holder will not enter into or affect any “short sales” of the common stock or hedging transaction which establishes a net short position respect to the common stock of Focus Gold Corporation. Borrower acknowledges and agrees that upon submission of a conversion notice asset forth in Section 8 hereof. Holder immediately owns the common shares described in the short conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

10.  

The Company represents that Pedro Pina Castullo is not and has not been in the last 90 (ninety) days an officer, director, insider, affiliate, or 5% shareholder of Focus Gold Corporation.

11.  

As of the effective date of this Amendment and for the remaining period during which the Note is convertible into shares of the Company, the Company will reserve from its authorized and unissued common stock a sufficient number of shares (at least 6,000,000 common shares) to provide for the issuance of common stock upon the full conversion of the Note.

12.  

Except as required by securities law, no public announcement may be regarding this Amendment, the note, payments or conversions without written permission by both the Company and the Holder.

13.  

In the event that an opinion of counsel is needed for any matter related to this Note, Holder has the right to have any such opinion provided by its counsel. Holder also has the right to have any such opinion provided by Borrower’s counsel.

14.  

Section 6 of the Note is deleted.  This Amendment and the Note shall be governed by and construed and enforced in accordance with the laws of the state of Florida without regard to the principals of conflict of laws thereof. Any action brought by either party against the other concerning the transactions contemplated by this Amendment or the Note shall be brought only in the state courts of Florida or in the federal courts located in Miami – Dade County, in the state of Florida. Both Parties and the individuals signing this Amendment agree to submit to the jurisdiction of such courts.

15.  

In the event any attorney is employed by either party to this Amendment with respect to legal or equitable action, arbitration or other proceeding brought by such party to this Amendment or the Note or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Amendment or the Note, the prevailing party in such proceeding will be entitled to recover from the other party reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which the prevailing party may be entitled.