Exhibit 10.1


     

    November
      2nd, 2005

     

    Patriot
      Power Corp. 

    502
      East John Street 

    Carson
      City, N.V. 89706

     

    Re: 
       Letter of Agreement and Joint Venture Agreement between Rodinia Minerals
      Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition
      of an
      interest in 209 unpatented lode claims and the operation of a Joint Venture
      in
      those 209 claims and 21 claims acquirable under option by
      Patriot.

     

    Whereas:

     

    Patriot
      is the holder of an option to acquire a 100% interest in 21 unpatented lode
      mining claims located in Gila County, Arizona U.S.A (the "Lake Property")
      granted by a Letter Agreement dated November 2, 2005 between Patriot and
      Maggie-May Minerals, Inc. (the" Lake Option") a copy of which is attached hereto
      as Schedule "A";

     

    Rodinia
      is the beneficial holder of 209 unpatented lode mining claims (the "209
      Property") which essentially surrounds the Lake Property, particulars of which
      are attached as Schedule

     

    This
      letter sets forth the principal terms and conditions upon which Patriot will
      acquire an option to earn a sixty percent (60%) interest in the 209 Property
      by
      the due exercise by Patriot of the Lake Option , and thereafter Rodinia and
      Patriot will participate as a joint venture, for the purpose of further
      exploration and other related work on the Lake Property and the 209 Property
      in
      each of which properties Rodinia will have a 40% interest and Patriot will
      have
      a 60% interest.

     

    This
      letter when signed constitutes a binding agreement between Patriot and Rodinia
      provided always that either party may require a more formal agreement embodying
      the terms hereof and any other terms as may be mutually agreed
      upon.

     

    1.
      Patriot represents and warrants to Rodinia that it is the sole and beneficial
      holder of the Lake Option.and that the terms of the Lake Option are as described
      in Schedule "B" to this Letter Agreement and that there has been no amendment
      to
      such terms. Patriot further represents and warrants to Rodinia that the Lake
      Option is valid and subsisting and that it has done no act whereby the Lake
      Option has in any manner become impaired or encumbered, and that to the best
      of
      Patriot's knowledge there are no adverse claims or challenges to Patriot's
      interest in the Lake Property or the Lake Option has not assigned, or promised
      to assign the Lake Property or the Lake Option or any rights which derive
      therefrom and has not acquired, with respect to third parties, any obligation
      whatsoever which would prevent Patriot from entering into this Letter
      Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    2.  Rodinia
      represents and warrants to Patriot that it is the sole beneficial holder of
      the
      209 Claims and that each of the claims comprising the 209 Claims is valid
      and
      subsisting and that it has done not act or failed to do any act whereby the
      209
      Claims have become impaired or encumbered and has not assigned, or promised
      to
      assign the 209 Claims and has not acquired, with respect to third parties,
      any
      obligation whatsoever which would prevent Rodinia from entering into this Letter
      Agreement.

     

    3.  During
      the term of the Lake Option Rodinia hereby grants to Patriot the sole and
      exclusive right and option to acquire a 60% undivided interest in the 209 Claims
      (the "209 Option") which option shall be exerciseable by the exercise by Patriot
      of the Lake Option. In the event the Lake Option lapses through non-exercise
      or
      is terminated, the option hereby granted to acquire and interest in the 209
      Claims shall automatically terminate concurrently and by reason of such lapse
      or
      termination .

     

    4.  Upon
      the
      exercise of the Lake Option Patriot shall assign to Rodinia a 40% interest
      in
      the Lake Property and shall thereby be deemed to have earned an undivided 60%
      interest in the 209 Claims and thereafter all operations conducted on the
      property consisting of an aggregate of the 209 Claims and the Lake Claims shall
      be on a joint venture basis in which Patriot shall have a 60% interest and
      Rodinia shall have a 40 % interest. in accordance with such joint venture
terms
      as
      they may agree upon or, in the absence of such an agreement being made, on
      such
      terms
      as may
      be set by an arbitrator appointed pursuant to the terms of this Letter
      Agreement.

     

    5     
      Except as otherwise provided in this Agreement, until
      the
      209
      Claim Option is exercised or terminated in accordance with the terms of this
      Agreement, the Optionee, its servants and agents shall have the sole and
exclusive
      right and
      obligation to:

     

    (a)  enter
      in,
      under or upon the 209 Claims and conduct exploration programs thereon and to
      do
      sufficient work or make payment in lieu thereof, if permitted by Nevada mining
      laws in an amount sufficient to maintain the 209 Claims in good standing during
      the term of 209 Option and keep and maintain records in respect of such programs
      as are reasonable and customary in the U.S. mining industry ; ;

     

    (b)  exclusive
      and quiet possession of the 209 Claims;

     

    (c)  pay
      or
      cause to be paid all workers and wage earners employed by it or its contractors
      on the 209 Claims and all suppliers for materials purchased in connection
      therewith;

     

    (d)  carry
      out
      all work on the 209 Claims in a good and workmanlike manner, in accordance
      with
      sound mining and engineering practices and in accordance with all applicable
      laws;

     

    (e)  acquire
      and maintain in good standing any and all
      regulatory
      approvals in connection with work programs carried out on the 209 Claims by,
      on
      behalf of, or under the direction of Patriot

     

    (f)      
      Upon the termination or expiry of the Option, other than as a result of Patriot
      exercising the Option and the establishment of the Joint Venture Patriot
      will::

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a)  deliver
      to Rodonia copies of all information and data relating to the work programs
      carried out on the 209 Claims by, on behalf of, or under the direction of
      Patriot ;

     

    (b)  cause
      confirmation of such abandonment or termination to be registered on the official
      government records of the 209 Claims where any notice of an interest of Patriot
      has been entered; and

     

    (c)  perform
      or undertake to perform all such reclamation, rehabilitation, restoration and
      abandonment work in respect of the 209 Claims as is necessary to ensure that
      the
      property is, upon its return to the care and control of Rodinia in compliance
      with applicable laws (including, without limitation, applicable mining and
      environmental laws and regulations).

     

    6.  Information
      concerning this letter agreement or any matters arising from or in connection
      therewith
      shall be treated as confidential by the parties and shall not be disclosed
      by
      any party to
      any
      other person (other than an affiliate or any legal, accounting, financial or
      other professional advisor of the disclosing party or its affiliate) except
      as
      permitted hereby without the prior written consent of the other parties, such
      consent not to be unreasonably withheld, except to the extent that such
      disclosure may be necessary for observance of all applicable laws or stock
      exchange
      requirements or for accomplishment of the purposes of this letter agreement.
      A
      copy of all
      information disclosed by a party (whether or not requiring permission pursuant
      to this section)
      shall be
      given forthwith to the other parties.

     

    7.  Nothing
      in this letter agreement shall restrict in any way the freedom of either of
      the
      parties, except with respect to its respective interest in the 209 Claims or
      the
      Lake Property, to conduct as it sees fit any business or activity whatsoever,
      whether in competition with the Joint Venture or otherwise, including the
      exploration for, or the development, mining, production or marketing of any
      mineral, without any accountability to the other party.

     

    8.   
 Nothing
      in this letter agreement shall be deemed to constitute either party,
      in
      its
      capacity
      as a party to the Joint Venture, the partner, agent or legal representative
      of
      any other party to the Joint Venture or to create any fiduciary relationship
      between them, for any purpose whatsoever.

     

    9.  If
      the
      Option Agreement is terminated prior to formation of the Joint Venture: Patriot
      shall have one (1) year to remove all
      of
      its
      equipment from the 209 Claims and shall do so if requested by
      Rodinia.

     

    10.  Rodinia
      will have access to the Lake Property and the 209 Claims (in the aggregate
      referred to as the "Property")
      at all reasonable times, at its own risk, provided
      it
      has given reasonable
      advance notice of any proposed access to Patriot.. Rodonia shall in exercising
      such access comply with Patriot's standard safety procedures. Rodonia will
      also
      have access to the dri11 core, and once prepared and reviewed by Patriot, assay
      results in respect of the Property.

     

    11.  Each
      party
      may
      sell,
      transfer, assign and convey this letter agreement, benefits and privileges
      thereunder, to an affiliate of such party, provided such party delivers to
      the
      other party

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    notice
      of
      such assignment and provided that before such affiliate ceases to be an
      affiliate of such party, the interest assigned must be assigned back to such
      party.

     

    12.  Except
      as
      provided in section 11, neither party shall sell, assign, transfer or otherwise
      dispose of any part of its interest in the either property, except with the
      consent in writing of the other party first had and obtained.

     

    13.  Any
      dispute, controversy or claim arising out of or relating to this letter
      agreement, or the breach, termination or invalidity of same shall be settled
      by
      arbitration in accordance with the Arbitration Rules of Arbitration Centre
      of
      British Columbia in effect on the date of signing of this agreement. The place
      of arbitration shall be Vancouver, Canada .

     

    14.  For
      purposes of this letter agreement:the term "affiliate" shall mean, as to any
      party, any person, partnership, joint venture, corporation or other form of
      enterprise which directly or indirectly controls, is controlled by or is under
      common control with that party, and for the purposes of this definition
      "control" means possession, directly or indirectly, of the power to direct
      or
      cause the direction of management and policies through ownership of voting
      securities, contract, voting trust or otherwise;

     

    15.  No
      party
      shall be liable to any other party hereto and no party shall be deemed in
      default hereunder for any failure to perform or delay in performing any of
      its
      covenants and agreements caused by or arising out of any event (a "force majeure
      event") beyond the reasonable control of such
      party, excluding lack of funds but including, without limitation, lack of rights
      or permission
      by
      indigenous peoples groups to enter upon the Property to conduct exploration,
      development and mining operations thereon, or war conditions, actual or
      potential, earthquake, fire, storm, flood, explosion, strike, labour trouble,
      accident, riot, unavoidable casualty, act of restraint, present
      or future, of any lawful authority, act of God, protest or demonstrations by
      environmental
      lobbyists or indigenous peoples groups, act of the public enemy, delays in
      transportation, breakdown of machinery, inability to obtain necessary materials
      in the open market or unavailability of equipment. No right of a party shall
      be
      affected for failure or delay of a party to perform any of its covenants and
      agreements hereunder if the failure or delay is caused by one of the events
      referred to above. All times provided for in this letter agreement shall be
      extended for the period commensurate with the period of delay and, so far as
      possible, the party affected shall take all reasonable steps to remedy the
      cause
      of the delay attributable to the events referred to above; provided, however,
      that nothing contained in this section shall require any party to settle any
      labour dispute, protest or demonstration, or to question or test the validity
      of
      any governmental order, regulation, or law or
      claim
      of
      right by indigenous peoples groups. The party affected
      shall give notice to the other party of the commencement and termination of
      each
      period
      of force
      majeure.

     

    16.  This
      letter agreement shall enure to the benefit of and be binding upon the parties
      hereto and their respective successors and permitted assigns.

     

    17.  Each
      party hereto shall promptly do and provide all acts and things and shall
      promptly execute and deliver such deeds, bills of sale, assignments,
      endorsements and instruments and

     

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    evidences
      of transfer and other documents and shall give further assurances as sha11
      be
      necessary or appropriate in connection with the performance of this letter
      agreement.

     

    Accepted
      and agreed to this, 2nd day of Nov, 2005.

     

    RODINIA
      MINERALS IC.

     

    Per:

    
      
        

      

    

    Authorized
      Signatory

     

     

    
      PATRIOT
        POWER CORP

       

      Per:

      
        
          

        

      

      Authorized
        Signatory

    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    LOAN
      AGREEMENT

     

    THIS
      LOAN
      AGREEMENT is made as of the 23`d
      day of
      November, 2005. 

     

    BETWEEN:

    RODINIA
      MINERALS INC., 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 "Lender")

     

    OF
      THE
      FIRST PART AND:

     

    PATRIOT
      POWER CORP., a
      body
      corporate, having an office located at 502 East John
      Street,
      Carson City, Nevada, 89706

     

    (the
      "Borrower")

     

    OF
      THE
      SECOND PART

     

     

    WHEREAS
      the Borrower is party to the Letter Agreement dated November 2, 2005 with
      Maggie-May Minerals, Inc. ("Maggie-May") attached hereto as Exhibit I (the
      "Letter Agreement") pursuant to the terms
      of
      which the Borrower can exercise the Option (as that term is defined in the
      Letter Agreement) by, inter
      alia, making
      the payments, issuing the securities and incurring the exploration expenditures
      at the times and in the amounts provided for in the Letter
      Agreement;

     

    AND
      WHEREAS, by agreement between the Lender and the Borrower, the Borrower has
      granted to the Lender the right and option to acquire up to a 40% interest
      in
      the Claims (as that term is defined in the Letter Agreement), subject to various
      royalties, exercisable after the Option is exercised (the "Lender's
      Right");

     

    AND
      WHEREAS the Letter Agreement provides that, except for the Lender's Right,
      the
      Borrower's interest in the Letter Agreement, the Option Agreement (as that
      term
      is defined in the Letter Agreement) and the Claims is not assignable, in whole
      or in part, without the prior written consent of Maggie-May;

     

    AND
      WHEREAS there are now payments totalling US$390,000 due under the Letter
      Agreement to maintain the Option (the "Payments");

     

    AND
      WHEREAS the Borrower has advised the Lender that the Borrower does not, at
      the
      present time, have sufficient funds to make the Payments but anticipates
      receiving up to US$2,000,000 by way of a financing to be carried out by it
      within 30 days of the date hereof;

     

    AND
      WHEREAS the Lender is concerned that the Borrower's failure to make the Payments
      will impair the Option and, therefore, the Lender's Right and, to protect the
      Lender's Right, the Lender is prepared to Iend
      the
      Borrower US$390,000 upon the terms and subject to the conditions hereinafter
      set
      forth to enable
      the
      Borrower to make the Payments;

     

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

     

    ARTICLE
      I

     

    DEFINITIONS

     

    L.1 Where
      used in this Agreement, in addition to any words and phrases defined in the
      Recitals to this Agreement, the following words and phrases shall have the
      following meanings:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    
      	(a)  	
              "Agreement"
                means this Agreement and the Schedules hereto, as at any time amended
                or
                modified and in effect;

            


    

     

    
      	(b)  	
              "Assignment"
                means the assignment of the Borrower's interest in the Letter Agreement,
                the Option Agreement and the Claims to be executed by the Borrower
                and
                delivered to the Lender pursuant to paragraph 3.2, which shall be
                substantially in the form set forth in Schedule "B"
                hereto;

            


    

     

    
      	(c)  	
              "Due
                Date" means the earlier of i) the date upon which the Borrower receives
                the proceeds of a Financing and (ii) the last day of the
                Term;

            


    

     

    
      	(d)  	"Event of Default" means any event specified in
              paragraph
              7;


       

      
        	(e)  	"Interest" means US$19,000;


         

        
          	(f)  	"Financing" means any financing carried out
                  by the
                  Borrower after the date of this Agreement;


           

          
            	(g)  	"Lender's Security" means the Note and the
                    Assignment;


             

            
              	(h)  	"Loan" means the loan established pursuant
                      to paragraph
                      3.1;


               

            

          

        

      

    

    
      	(i)  	
              "Note"
                means the demand promissory note to be executed by the Borrower and
                delivered to
                the Lender pursuant to paragraph 3.2, which shall be substantially
                in the
                form set forth
                in
                Schedule "A" hereto; and

            


    

     

    
      	(j)  	
              "Term"
                means the period commencing on the date of advancement of thean
                and ending on December 23, 2005.

            


    

     

    ARTICLE
      2

     

    INTERPRETATION

     

    2.1     Governing
      Law

     

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

     

    2.2     Severability

     

    If
      any
      one or more of the provisions contained in this Agreement should be invalid,
      illegal or unenforceable in any respect the validity, legality and
      enforceability of the remaining provisions contained herein shall not
in
      any
      way
      be affected or impaired thereby.

     

    23     Parties
      in Interest

     

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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.4   Headings
      and MarQinat References

     

    The
      division of this Agreement into articles, paragraphs, sub-paragraphs and other
      subdivisions and the insertion of headings are for convenience of reference
      only
      and shall not affect the construction or interpretation of this
      Agreement.

     

    2.5   Currency

     

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

     

    ARTICLE
      3 

    THE
      LOAN

     

    3.1   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$390,000.

     

    3.2   Delivery
      of Lender's Security

     

    The
      Note
      and the Assignment shall be delivered to the Lender at the time the Lender
      advances the principal amount of the Loan to the Borrower.

     

    3.3   Interest

     

    The
      Borrower shall pay the Interest to the Lender.

     

    3.4   Repayment
      of the Loan

     

    The
      Borrower shall repay the principal amount of the Loan, and shall pay the
      Interest, on demand; provided however that, unless there is an Event of Default,
      the Lender will not make demand for the immediate repayment of the principal
      amount of the Loan outstanding and payment of the Interest, including, without
      limitation, a demand under the Note, until the Due Date.

     

    3.5     Upon
      repayment by the Borrower prior to an Event of Default of the principal amount
      of the Loan outstanding and payment of the Interest, together with all other
      costs, charges and expenses payable by the Borrower hereunder, the Lender shall
      re-deliver the Note and the Assignment to the Borrower.

     

    ARTICLE
      4

     

    COMPENSATION
      FOR THE LOAN

     

    4.1    Costs,
      Charges and Expenses

     

    The
      Borrower shall assume and pay all costs, charges and expenses which may be
      incurred by the Lender in respect of this Agreement or the Lender's Security
      or
      which may be incurred by the Lender in respect of any proceedings taken or
      things done by the Lender or on its behalf in connection therewith to collect,
      protect, realize or enforce the Lender's Security.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES

     

    5.1    Representations
      and Warranties

     

    The
      Borrower represents
      and warrants to the Lender as hereinafter set forth:

     

    
      
        	
              	(a)	
                the
                  Borrower is a corporation duly incorporated, validly existing and
                  in good
                  standing under the laws of its jurisdiction of
                  incorporation;

              


      

    

     

    
      	
            	(b)	
              
                the
                  Borrower has all requisite corporate power and authority to enter
                  into
                  this Agreement and to grant the Lender's Security and to carry
                  out the
                  obligations contemplated herein and in the Lender's
                  Security;

              

            


    

     

    
      	(c)  	
              this
                Agreement and the Lender's Security have been duly and validly authorized,
                executed and delivered by the Borrower and are valid obligations
                of it;
                and

            


    

     

    
      	(d)  	
              no
                Event of Default and no event which, with the giving of notice or
                lapse of
                time would become an Event of Default, has occurred or is
                continuing.

            


    

     

    5.2    Survival
      of Representations and Warranties

     

    All
      representations and warranties made herein shall survive the delivery of this
      Agreement to the Lender
      and no
      investigation at any time made by or on behalf of the Lender shall diminish
      in
      any respect whatsoever its rights to rely thereon. All statements contained
      in
      any certificate or other instrument delivered by or on behalf of the Borrower
      under or pursuant to this Agreement shall constitute representations and
      warranties made by the Borrower hereunder.

     

    ARTICLE
      6

    COVENANTS
      OF THE BORROWER

     

    6.1The
      Borrower covenants and agrees with the Lender that at all times during the
      currency
      of this
      Agreement it will:

     

    
      	(a)  	
              pay
                the principal amount of the Loan outstanding, interest and all other
                monies required to be paid to the Lender pursuant to this Agreement
                in the
                manner set forth herein;

            


    

     

    
      	(b)  	
              duly
                observe and perform each and every of its covenants and agreements
                set
                forth in this Agreement and the Lender's
                Security;

            


    

     

    
      	(b)  	
              provide
                the Lender with immediate notice of any Event of
                Default;

            


    

     

    
      	(d)  	
              obtain,
                within 5 business days of the date hereof, Maggie-May's consent,
                in
                writing, to the Assignment; and

            


    

     

    
      	(e)  	
              do
                all things necessary to obtain and maintain the Lender's Security
                in good
                standing and make payment of all fees and charges in respect
                thereto.

            


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7

    EVENT
      OF DEFAULT

     

    7.1     Definition
      of Event of Default

     

    The
      principal balance of the an outstanding, the Interest, costs and any other
      money
      owing to the Lender under this Agreement shall immediately become due and
      payable upon demand by the Lender, unless otherwise waived in writing by the
      Lender, in any of the following events:

     

     

    
      	(d)  	if the Borrower shall default in any payment when
              the
              same is due under this Agreement;


       

    

    
       

      
        	(d)  	if the Borrower commits any default under any
                of the
                Lender's Security;


          

      

    

    
      	(c)  	
              if
                the Borrower shall become insolvent or shall make a general assignment
                for
                the benefit of its creditors, or if an order be made or an effective
                resolution be passed for the winding-up, merger or amalgamation of
                the
                Borrower or if the Borrower
                shall be declared bankrupt or if a custodian or receiver be appointed
                for
                the Borrower under any bankruptcy
                legislation, or if a compromise or arrangement is proposed by the
                Borrower
                to
                its creditors or any class of its creditors, or if a receiver or
                other
                officer with like powers shall be appointed for the
                Borrower;

            


    

     

    
      	(d)  	
              if
                the Borrower defaults in observing or performing any other covenant
                or
                agreement of this Agreement on its part
                to
                be observed or performed.

            


    

     

    ARTICLE
      8 

    GENERAL

     

    8.1    Waiver
      or Modification

     

    No
      failure or delay on the part of the Lender in exercising any power or right
      hereunder shall operate as a
      waiver
      thereof nor shall any single or partial exercise of such right or power preclude
      any other right or power hereunder. No amendment, modification or waiver of
      any
      condition of this Agreement or consent to any departure by
      the
Borrower
      therefrom shall in any event be effective unless the same shall be in writing
      signed by the Lender. No notice to or demand on the Borrower shall in any case
      entitle the Borrower to any other or further notice or demand in similar or
      other circumstances unless specifically provided for in this Agreement. Time
      shall be of the essence hereof.

     

    8.2     Further
      Assurances

     

    The
      parties hereto
      will do, execute and deliver or will cause to be done, executed and delivered
      all such further acts, documents and things as may be reasonably required for
      the purpose of giving effect to this Agreement.

     

    8.3     Assignment

     

    The
      Borrower shall not assign this Agreement or its interest herein or any part
      hereof except with the prior written consent of the Lender. This Agreement
      and
      any interest herein shall be freely assignable by the Lender.

     

    8.4     Notices

     

    Any
      notice, demand or other document required or permitted to be given under the
      provisions of this Agreement
      shall be
      in
writing
      and may
      be
given by
      delivering same or mailing same by registered
      mail or
      sending
      same by telecopier or other similar form of communication addressed as set
      forth
      herein. Any

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    notice,
      demand or document shall, if delivered, be deemed to have been given or made
      at
      the time of delivery; if mailed by registered mail and properly addressed be
      deemed to have been given or made on the third day following the day on which
      it
      was so mailed, provided that if at the time of mailing or between the time
      of
      mailing and the actual receipt of the notice, a mail strike, slowdown or other
      labour dispute which might affect the delivery of such notice by Canada Post
      occurs, then such notice shall only be effective if actually delivered; and
      if
      sent by telecopier or other similar form of communication, be deemed to have
      been given or made on the day following the day an which it was sent. Any party
      may give written notice of change of address in the same manner, in which event
      such notice shall thereafter be given to it as above provided at such changed
      address.

     

    8.5     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 termination is
      sought.

     

    IN
      WITNESS WHEREOF the Lender and the Borrower have executed this Agreement under
      their corporate seals and the hands of their proper officers in that behalf
      as
      of the day and year first above written.

     

     

    
      	THE COMMON SEAL of RODINIA   	
               )

            	 
	MINERALS INC.
              was hereunto  	
               )

            	 
	affixed  in the presense
              of: 	
               )

            	 
	
            	
               )

            	
               c/s

            
	 	
               
                ) 

            	 
	 	
               )

            	 


    

     

     

    
       

      
        	THE COMMON SEAL
                of PATRIOT  	
                 )

              	 
	POWER CORP.
                was hereunto  	
                 )

              	 
	affixed  in the presense
                of: 	
                 )

              	 
	
              	
                 )

              	
                 c/s

              
	 	
                 
                  ) 

              	 
	 	
                 )

              	 


      

       

    

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A"
      

    PROMISSORY
      NOTE

     

    BORROWER:
      PATRIOT POWER CORP.

     

    LENDER:     RODINIA
      MINERALS INC.,

                Suite
      600, 595 Howe
      Street, 

                Vancouver,
      B.C. V6C
      2T5

     

    AMOUNT:    US$390,000

     

    DATE:       November
      23, 2005

     

        FOR
      VALUE
      RECEIVED, the
      Borrower promises to pay, on demand, to
      the
      Lender at the address set out above, or at such other address as the Lender
      may
      direct the Borrower in writing, the principal amount of Three Hundred and Ninety
      Thousand United States Dollars (US$390,000) (hereinafter the "principal sum"),
      together with
      interest
      in the amount of Nineteen Thousand United States Dollars (US$19,000)
      (hereinafter the "interest"), all in lawful money of the United States of
      America.

     

        The
      Borrower
      shall have the right, upon 24 hours' prior notice to the Lender, to prepay
      in
      whole
      or
      in part at any time, from time to time, the amounts due hereunder without bonus
      or penalty.

     

        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
      23rd
      day of
      November, 2005 by:

     

    
      	 	 	 
	 	PATRIOT
              POWER CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
	 	Title: 


    

     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Name:
	 	Title 


    

     

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "B" 

     

    Assignment
      dated November 23, 2005 between:

     

    PATRIOT
      POWER CORP., a
      body
      corporate, having an office located at 502
      East
      John Street, Carson City, Nevada, 89706

     

    (the
      "Assignor")

     

                                                                                            OF
      THE FIRST
      PART

     

     AND:

     

     

    RODINIA
      MINERALS
      INC., 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
      "Assignee")

     

                                                            
 OF
      THE SECOND
      PART

     

    For
      valuable consideration, the receipt and sufficiency of which are hereby
      expressly acknowledged by each of the Assignor
      and the Assignee, the Assignor hereby sells, transfers, assigns, conveys and
      quit claims to and in favour of
      the
      Assignee all of the Assignor's right, title and interest in and to that certain
      Letter Agreement dated November 2, 2005 between Assignor, as "Optionee", and
      Maggie-May Minerals, Inc., as "Optionor",
      a true
      copy of which is attached hereto as Schedule "A" (the "Letter Agreement"),
      and
      the Assignee hereby accepts the same and agrees to be
      bound
      by the terms of the Letter Agreement, as "Optionee" thereunder; PROVIDED HOWEVER
      THAT, as long
      as there
      is no "Event of Default"
      prior to
      repayment by the Assignor of the "Loan" (as those words and phrases in
quotation
      marks are defined in that certain Loan Agreement dated November 23, 2005 between
      the Assignor and the
      Assignee
      and to which this Assignment is attached as a Schedule), the Assignee shall
      re-deliver this Assignment to the Assignor when the principal amount of the
      Loan
      outstanding, interest, costs, charges and expenses are repaid or paid
      by
      the Assignor under the said Loan Agreement, whereupon this Assignment shall
      be
      considered null and void ab
      initia.

     

    
       

      
        	THE COMMON SEAL of RODINIA   	
                 )

              	 
	MINERALS INC.
                was hereunto  	
                 )

              	 
	affixed  in the presense
                of: 	
                 )

              	 
	
              	
                 )

              	
                 c/s

              
	 	
                 
                  ) 

              	 
	 	
                 )

              	 


      

       

       

      
         

        
          	THE COMMON SEAL
                  of PATRIOT  	
                   )

                	 
	POWER CORP.
                  was hereunto  	
                   )

                	 
	affixed  in the presense
                  of: 	
                   )

                	 
	
                	
                   )

                	
                   c/s

                
	 	
                   
                    ) 

                	 
	 	
                   )

                	 


        

         

      

                                                                                      Consented
        to
        this______ day
        of
        _______2005

    

     

                                                                                    MAGGIE
      MAY MINERALS,
      INC.

     

                                                                                    Per:
      ________________________________

                                                                                    Authorized
      Signatory