Bruce Johnstone 102 Donaghy Avenue North Vancouver, B.C., Canada V7P 2L5
January 22, 2004
Patriot Gold Corp.
1775 Bellevue Avenue
West Vancouver, B.C., Canada V7V 1A9
Re: Agreement dated as of September 2, 2003 by and between Patriot Gold Corp. and Bruce Johnstone (the
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/ Bruce Johnstone