by Power Direct
December 1st, 2004

EX 10.01 [Letterhead] Carlton Parfitt Golden Spirit Mining Ltd. #806 - 1288 Alberni St. Vancouver, B.C. V6E 4N5 Attention: Board of Directors Dear Sirs: This letter is to serve as my consent to act as Secretary, Treasurer, Director and Chief Financial Officer of the Company. Yours truly, /s/: Carlton Parfitt _______________ Carlton Parfitt Effective this 30th day of November, 2004