Filed by Filing Services Canada Inc. 403 717-3898






THIS DEBT SETTLEMENT AGREEMENT made as of the 1st day of February, 2005.




BETWEEN:







Sean Meegan

11311 Roberts Rd.

Winfield, BC  

CANADA  V4V 1L5







(hereinafter called the “Creditor”)




OF THE FIRST PART




AND:

GOLDEN PATRIOT, CORP.

A company incorporated under the laws of Nevada and with an office in British Columbia, 

#1205-789 West Pender Street, Vancouver, British Columbia  

V6C 1H2  CANADA




(hereinafter called the “Debtor”)




OF THE SECOND PART




WHEREAS:







A.

As at the date hereof, the Debtor is indebted to the Creditor in the total amount of (CAD $4,500) US $3,630.  (the “Debt”);







B.

The Debtor has agreed to issue to the Creditor a total of 48,400 shares (the “Shares”) in the capital stock of the Debtor at a deemed price (closing price of the Debtor’s common shares on the date of this debt settlement agreement) of US $0.075 per share. 







C.

The Creditor has agreed to accept the said Shares in full satisfaction of the Debt;




D.

The Creditor has agreed to deliver the Debtor’s Maximizer list with 1,544 contacts and related notes to the Debtor upon receipt of the share      certificate;




















NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follow:







1.

The Creditor hereby agrees to accept from the Debtor the Shares in full satisfaction of the Debt.




2.

The Creditor hereby agrees to deliver via email the Debtor’s Maximizer list with 1,544 contacts and related notes to the Debtor upon receipt of the stock certificate.




3.

The Creditor hereby agrees that upon the issuance to it of the Shares, the Creditor releases and forever discharges the Debtor, its successors and assigns from all manner of actions, suits, debts due, accounts, bonds, contracts, claims and demands whatsoever which against the Debtor it ever had, now has, or which its successors or assigns or any of them hereafter may have by reason of the Debtor’s indebtedness to the Creditor.




4.

This Agreement and the rights of the Creditor under it may not be sold, conveyed or otherwise assigned by the Creditor without the prior written consent of the Debtor first having been obtained, which consent shall not be unreasonably withheld.




5.

No right of a party hereto shall be prejudiced by events beyond a party’s reasonable control including, without limiting the generality of the foregoing, pressures or delays from outside parties, labour disputes, the exigencies of nature, governments, regulatory authorities and acts of God, but excluding the want of funds.  All times herein provided for shall be extended by the period necessary to cure any such event and the party affected shall use all reasonable means to do so promptly.




6.

This Agreement shall be governed by and be construed in accordance with the laws of British Columbia.  The courts of British Columbia shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any way connected with the laws of British Columbia.  The courts of British Columbia shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any way connected with the construction, breach or alleged, threatened or anticipated breach of this Agreement and determine all questions as to the validity, existence or enforceability thereof.




7.

Time shall be of the essence of this Agreement.














8.

This Agreement may be executed in two or more counterparts each of which shall be deemed an original but all of which together constitute one and the same instrument.




9.

This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.













IN WITNESS WHEREOF the parties have executed this Agreement as of the day and 

year first above written.













CREDITOR:







/s/ Sean Meegan


                                                 

Sean Meegan










DEBTOR:







/s/ Conrad Clemiss


                                                 

Per: Authorized Signatory

GOLDEN PATRIOT, CORP.