Exhibit
      10.1 Transfer Agent & Registrar Agreement

    


    EMPIRE

    STOCK
      TRANSFER

     

    


    TRANSFER
      AGENT AND REGISTRAR AGREEMENT

    


    THIS
      AGREEMENT
      is made
      and entered into on October
       ,
      2006.

    


    BETWEEN: Empire
      Stock Transfer Inc., a
      body
      corporate duly incorporated under the laws of the State of Nevada and having
      an
      office situated at 2470 St Rose Parkway, Suite 304, Henderson, NV 89075 (the
      “Transfer Agent”)

    


    AND:   PATTERSON
      BROOKE RESOURCES INC.   

        Name
      of the
      Company

    


    Nevada        

        State
      of
      Incorporation

    


    2398
      Haines Road, Unit # 5, Mississauga, Ontario, Canada, L4Y 1Y6 

        Address
      of
      Company

    


    In
      consideration of the mutual premises, covenants and agreements contained herein,
      the parties agree as follows:

    


    
      	
              1.

            	
              The
                Company hereby appoints Transfer Agent as the sole Transfer Agent
                and
                Registrar for the Company’s capital
                stock.

            


    

    


    
      	
              2.

            	
              The
                Company warrants and represents to the Transfer Agent that the Company
                has
                full power and absolute capacity to enter into this Agreement and
                that the
                terms of this Agreement have been authorized by all necessary corporate
                acts and deeds in order to give effect to the terms hereof, including
                the
                execution of this Agreement by the authorized signatory indicated
                below.

            


    

    


    
      	
              3.

            	
              The
                Company agrees to provide the Transfer Agent with a current, accurate
                and
                complete shareholder list, inclusive of shareholder names, addresses,
                applicable social security numbers, number of shares, date of issue
                and
                the certificate numbers by which these shares are represented. The
                Company
                also covenants to notify the Transfer Agent of material changes in
                its
                affairs that my affect the Transfer Agent’s provision of services
                hereunder including, without limitation, a change in directors, officers,
                management and/or affiliates of the Company; alternation of the Company’s
                capitalization by way of forward or reverse split, a change of Company
                name, or a change of Company address. The Company agrees to indemnify
                and
                hold harmless the Transfer Agent for any errors or omissions made
                on the
                part of the Company or its previous transfer agent with respect to
                information provided, or a failure to provide information, to the
                Transfer
                Agent.

            


    

    


    
      	
              4.

            	
              The
                Transfer Agent agrees to maintain the Company’s shareholder record in
                accordance with accepted standards and agrees to process and register
                the
                Company’s transfers. The 

            


    

     

     

     

    
      
        
        

      

      
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    Transfer
      Agent agrees to make available these records in the form of a shareholders
      list
      upon written request by an authorized officer or agent of the Company. Where
      there is a dispute between the Company and a third party regarding the issuance
      or cancellation of any securities in the Company’s capital stock, the Transfer
      Agent shall have the right to require the Company to provide the Transfer Agent
      with a legal opinion or Court order with respect to the securities in issue
      prior to acting upon any instructions

    


    
      	
              5.

            	
              The
                Company agrees to pay the transfer agent an initial fee of $1,000,
                which
                includes a $500 file setup fee and first year’s annual maintenance fee, as
                well as a $500 credit for future use toward Company transfers. Thereafter,
                the Company agrees to pay the transfer agent an annual fee of $500
                in
                compensation for the time and expense necessary to maintain the books
                and
                records of the Company as well as answering any inquiries from
                shareholders, brokers and clearing agents that may arise from performing
                this duty. This annual fee will be due on the first day of the month
                as
                inserted in this agreement and is subject to annual review. Other
                fees may
                include, without limitation, transfers borne by the Company, shareholder
                lists, mailing labels, distributions and proxy tabulation. In addition,
                the Company agrees to pay all expenses incurred by the result of
                a lawsuit
                or government investigation including all legal and professional
                fees,
                travel expenses, copying of documents, and postage or courier fees.
                The
                Company agrees that it shall compensate the Transfer Agent at a rate
                of
                $50 per hour in circumstances where the Transfer Agent is required
                to
                expend its employees’ time in order to comply with regulatory body or
                court orders regarding the Company’s securities or where an employee is
                required to attend court as a witness in respect of any matters relating
                to the Company’s securities.

            


    

    


    
      	
              6.

            	
              The
                Transfer Agent shall not be under any obligation to prosecute or
                defend
                any action or suit in respect of the Company unless the Company shall,
                so
                often as required, furnish the Transfer Agent with satisfactory indemnity
                and funding against such expenses or
                liabilities.

            


    

    


    
      	
              7.

            	
              This
                agreement may be terminated upon the delivery of written notice by
                one
                party to the other at least fourteen (14) days prior to the effective
                date
                of termination. Upon termination, the Company agrees to pay all
                outstanding fees owed to the Transfer Agent. The Transfer Agent shall
                have
                the authority to hold the books and records of the Company until
                it has
                received such payment.

            


    

    


    IN
      WITNESS WHEREOF the parties hereto have hereunto affixed their respective hands
      and seals or corporate seals, as the case may be, both as of the day and year
      first written above.

    


    PATTERSON
      BROOKE RESOURCES INC.                          EMPIRE
      STOCK TRANSFER INC.

    Name
      of
      Company

    


    B.GORDON
      BROOKE                        PATRICK
      MOKROS

    Signature                              Signature

    


    


    Chief
      Executive Officer                     President   

    Title                               Title

     

     

    
      EMPIRE
        STOCK TRANSFER INC.                               TRANSFER
        AGENT AND REGISTRAR AGREEMENT 

    

    
 

    


    


    
      
        
        

      

      
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