Stock option agreement dated July 1, 2010 with John C. Ross, as optionee

Any portion of the Options that have vested and have not been exercised in a particular month shall accrue to the benefit of the Optionee (the “Accrued Options”) and in connection therewith, you shall have the right to exercise the Accrued Options for a period of time as may be set out in the Option Plan referred to in subparagraph 9(g) hereunder or in accordance with securities laws governing Xtra-Gold, but in no event shall the Accrued Options be exercised later than the earlier of (i) the Expiry Date; and (ii) the exercise date contemplated in subparagraphs 9(b), (c), (d) and (e) hereunder.

In the event of the voluntary resignation by you as a director of Xtra-Gold, all Accrued Options granted pursuant to paragraph 2 must be exercised within 90 days from the date of your resignation from the office for which you were granted the Options, failing which the Accrued Options will be cancelled.

In the event of your death during the Option Period, all Accrued Options must be exercised by your estate within one (1) year from the date of your death, failing which the Accrued Options will be cancelled.

In the event that you are not re-elected as a director of Xtra-Gold, then in such event Xtra-Gold agrees that you may retain 100% of the Accrued Options and 100% of the unvested Options (the “Unvested Options”); provided, however that the Options referred to in this subparagraph must be exercised no later than 90 days following such termination, failing which such Options will be cancelled.

In the event of a change of control of Xtra-Gold (as defined herein), you will have the right to exercise the Options within 90 days following the completion of such change of control. For clarity purposes, a “Change of Control” shall mean the occurrence of (i) any person, other than an Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Act is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding securities then having the right to vote at elections of directors; or (ii) (ii) the individuals who at the commencement date of this Agreement, constitute the Board, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then in office who were directors at the commencement of this Agreement; or (iii) there is a failure to elect two (2) or more candidates nominated by management of the Company to the Board; or (d) the business of the Company is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including stock of a subsidiary of our Company) or otherwise.

The share certificate or certificates issued as a result of the exercise of Options from time to time shall bear a restrictive legend with respect to the resale of the shares issued in connection therewith. The applicable hold period shall be six (6) months from the date of issuance of the Option Shares and may only be resold in accordance with Rule 144.

Xtra-Gold implemented and adopted the Option Plan which implementation and adoption was approved in writing by the Board in June 2005. Xtra-Gold was not required nor did it obtain stockholder approval of the Option Plan.

The Options shall at all times be subject to the terms of this Option Agreement and the Option Plan.