Xxxxx Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxx Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
January 22, 2004
Patriot Gold Corp.
Xxxxx 000
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxxx, X.X., Xxxxxx X0X 0X0
Re: Agreement dated as of September 2, 2003 by and between Patriot
Gold Corp. and Xxxxx Xxxxxxxxx (the "Agreement")
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Gentlemen;
Reference is hereby made to the Agreement. Capitalized terms used
herein not otherwise defined shall have the meanings ascribed to those terms in
the Agreement.
Notwithstanding the terms of Section 4.2 of the Agreement, the
undersigned hereby agrees and acknowledges that the Company shall use its best
efforts to file with the SEC a Registration Statement on Form SB-2 covering the
resale by the Preferred Stockholder of all his shares of Common Stock prior to
December 31, 2004. The undersigned waives any rights he may have to having his
shares of Common Stock included in the next Registration Statement to be filed
by the Company.
/s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
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