form6k012908ex10-5.htm


    
      

      

    


    ASSIGNMENT
      AGREEMENT

    


    THIS
      ASSIGNMENT AGREEMENT (this
“Agreement”) is executed as of January 29, 2008, by and between American
      Goldrush Corp., a Canadian corporation (the “Assignor”), and Patriot Gold Corp.,
      a Nevada corporation (the “Assignee”).

    


    RECITALS

    


    WHEREAS,
      on July 14, 2006, the Assignor
      and Fred B. Brost (the “Consultant”) entered into a Finder’s Fee Agreement for
      the Margarita Gold Property (the “Finder’s Fee Agreement”; capitalized terms
      used herein not otherwise defined shall have the meanings given to such terms
      in
      the Finder’s Fee Agreement); and

    


    WHEREAS,
      the Assignor desires to
      transfer, convey and assign to Assignee all of its rights and obligations as
      set
      forth in the Finder’s Fee Agreement, and Assignee desires to accept such
      transfer, conveyance, and assignment of such rights and obligations of the
      Assignor on the terms and provisions as contained in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the
      above premises and the mutual representations, warranties, covenants and
      agreements, hereinafter set forth and for such other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

    


    1.           
      Assignor represents to Assignee that as of the date hereof, there are no
      liabilities, obligations, debts or payments directly or indirectly owed to
      the
      Consultant.

    


    2.           
      The Assignee hereby assumes and agrees to perform all duties and obligations
      of
      the Assignor arising under the Finder’s Fee Agreement from and after the date
      hereof.

    


    3.           
      The parties hereto acknowledge and agree that this Agreement shall not affect
      in
      any way the terms or conditions of the Finder’s Fee Agreement.

    


    4.           
      This Agreement is executed by, acknowledged, and shall be binding upon the
      Assignor and Assignee and their respective successors and assigns.

    


    5.           
      This Agreement shall be subject to the laws and jurisdiction of the State of
      Arizona.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    IN
      WITNESS WHEREOF, each of the
      undersigned has caused this Agreement to be executed by its duly authorized
      officer or representative as of the date first above written.

    


    


    


    ASSIGNOR:                                                                           
      ASSIGNEE:

    


    AMERICAN
      GOLDRUSH
      CORP.                                                                                     
PATRIOT GOLD CORP.

    


    


    By:           
      _______________                                                                
By:           
_______________

    Name:                      
      Andrew
      Gourlay                                                                
Name:                      
Bob Coale

    Title:                      
      President and
      CEO                                                                
Title:                      
President and CEO

    


    


    


    AGREED
      AND ACKNOWLEDGED:

    


    FRED
      B.
      BROST

    


    


    _____________________

    Fred
      B.
      Brost