Exhibit 1.2


    LOAN
      AGREEMENT

     

    THIS
      LOAN
      AGREEMENT is made as of the 21st
      day of
      February, 2006. 

     

    BETWEEN:

     

    PATRIOT
      POWER
      CORP., a body corporate, having an office located at Suite 600, 595 Howe Street,
      in the City of Vancouver, in the Province of British Columbia, VGC
      2T5

     

    (the
      "Lender")

    AND:                 
                                                                                               
              OF
      THE
      FIRST PART

     

     ATOMIC
      MINERALS LTD., a body corporate, having an office located at Suite 600, 595
      Howe
      Street, in the City of Vancouver, in the Province of British Columbia, V6C
      2T5

     

    (the
      "Borrower")                                                                         OF
      THE
      SECOND PART

     

    WHEREAS
      the Lender, on behalf of the Borrower, has paid US$180,000 directly to Mayan
      Minerals Ltd. ("Mayan'), as a deposit on 940 mineral claims in Colorado , USA
      attached hereto as Exhibit I (the "Invoice").

     

    NOW
      TI-IEREFORE THIS AGREEMENT WITNESS THAT in consideration of the premises and
      of
      the mutual covenants and agreements hereinafter set forth, the parties do hereby
      agree as follows:

     

    ARTICLE
      1

    INTERPRETATION

     

    1.1     Governing
      Law

    This
      Agreement shall in all respects be construed in accordance with and governed
      by
      the laws of the Province of British Columbia.

     

    1.2     Currency

    All
      statements of, or references to dollar amounts in this Agreement mean lawful
      currency of the United States of America.

     

     

     

    ARTICLE
      2 

    THE
      LOAN

     

    2.1     Establishment
      of the loan

    The
      Lender agrees, on the terms and subject to the conditions set forth in this
      Agreement, to advance by way of Loan to the Borrower the principal amount of
      US$180,000.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    22    Interest

    The
      Borrower shall pay the interest to the Lender as follows - US$ 18,000 and
      200,000
      shares
      of Atomic Minerals Ltd

     

    2.3    troavme
      t of the loxa

    The
      Bormwer shall repay the principal amount of the Loan, and
shall pay the interest, on demand.

     

     

    ARTICLE
      32 

    GENERAL

     

    3.1    Assignament

    The
      Borrower shall not assign this Ag meat or its rat st herein or any part hereof
      except with the prior written conaetat of the Leader. This Agreement and any
      interest
      herein
      shall be freely assignable by the Lendesr.

     

    3.2    Amendments

    Neither
      this agreement nor any provision hereof may be amended. waived, discharged
      or
      terminated orally, but only by instrument in writing signed by the party against
      whom enforcement of the amendment, waiver, discharge or to rmination is
      sought

     

    IN
      WITLESS WHEREOF the Lender and t e Bo rower We executed
      this
      Agreement under their corporate seals artd the hands of their proper officers
      in
      that behalf as of th e day and year fast shove written.

     

    THB
      COMMON SEAL of PATRIOT

    POWER
      CORP. was hereunto

    affixed
      in the presence of: 

     

    _____________________________

     

    THE
      COMMON SEAL of ATOMIC

    MINERALS
      LTD. was hereunto 

    affixed
      is the presence of:

     

    _____________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      "A"

     

    PROMISSORY
      NOTE



     

    BORROWER:                             ATOMIC
      MINERALS LTD.

     

     

    LENDER:                                     
PATRIOT
      POWER
      CORP.

     

                                                
Suite
      600, 595 Howe
      Street, 

                                                                                                                   
      Vancouver, BC, V6C 2T5

     

     

    AMOUNT:                                                                                           
      US$180,000 

     

    DATE:                                          
      February
      21, 2006

     



        FOR
      VALUE
      RECEIVED, the
      Borrower promises to pay, on demand, to
      the
      Lender at the address set out above, or such other address as the Lender may
      direct the Borrower in writing, the principal amount of One
      Hundred and Eighty Thousand United States Dollars (US$180,000)
(hereinafter
      the "principal sum"), together with interest in the amount of Eighteen
      Thousand United States Dollars (US$18,000) and
      Two
      Hundred Thousand shares (200,000) of Atomic Minerals Ltd. (hereinafter
      collectively the "interest").

     

        The
      Borrower
      shall keep, at its head office, a register of the holder of this promissory
      note
      setting forth the name, address and description of the Lender. The Lender will
      be treated as the owner and holder hereof for all purposes, and the payment
      to,
      and receipt of, the Lender, as the case may be, of any of the principal sum
      or
      interest payable hereunder shall be a good and sufficient discharge to the
      Borrower for the same.

     

        The
      Borrower
      hereby waives demand, notice of dishonour and presentment for payment, protest,
      and notice of protest of this promissory note.

     

    SIGNED,
      SEALED AND DELIVERED this
      21st
      day of
      February, 2006 by:

     

    
      	 	 	 
	 	ATOMIC
              MINERALS LTD.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

            
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