Exhibit 4.6

                                WARRANT AGREEMENT


                  WARRANT  AGREEMENT  ("Agreement"),  dated as of ______________
2003, by and between Patriot Gold Corp., a Nevada  corporation  (the "Company"),
and __________________________ ("Warrantholder"). Certain capitalized terms used
herein are defined in Section 15 hereof.

                  In   consideration   of   the   mutual   terms,    conditions,
representations,  warranties and agreements herein set forth, and for other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged, the parties hereto hereby agree as follows:

Section (1)       Issuance of Warrants.

                  The  Company   hereby  issues  and  grants  to   Warrantholder
___________  Class A Warrants  ("Warrants") to purchase  ____________  shares of
common  stock of the Company,  par value $.001 per share (the  "Common  Stock").
Each  Warrant  shall  entitle the  holder,  subject to the  satisfaction  of the
conditions to exercise set forth in Section 7 of this Agreement,  to purchase on
or prior to 5:00  p.m.,  Vancouver  time,  on  __________,  2006  (the  "Warrant
Expiration Date") one share of Common Stock (the shares of Common Stock issuable
upon  exercise  of the  Warrants  being  collectively  referred to herein as the
"Warrant Shares") at an exercise price of $1.40 per Warrant Share (the "Exercise
Price").  The number of Warrant Shares  issuable on exercise of each Warrant and
the Exercise  Price are all subject to adjustment  pursuant to Section 8 of this
Agreement.

Section (2)       Form of Warrant Certificates.

                  Promptly after the execution and delivery of this Agreement by
the parties  hereto,  the Company  shall cause to be executed  and  delivered to
Warrantholder  one or more  certificates  evidencing  the Warrants (the "Warrant
Certificates").   Each  Warrant   Certificate   delivered   hereunder  shall  be
substantially  in the form set forth in Exhibit A  attached  hereto and may have
such letters,  numbers or other identification  marks and legends,  summaries or
endorsements  printed  thereon as the Company may deem  appropriate and that are
not  inconsistent  with the terms of this  Agreement  or as may be  required  by
applicable law, rule or regulation.  Each Warrant Certificate shall be dated the
date of execution by the Company.

Section (3)       Execution of Warrant Certificates.

                  Each Warrant  Certificate  delivered hereunder shall be signed
on behalf of the Company by its Chairman of the Board,  Chief Executive Officer,
President or a Vice President,  and by its Secretary or an Assistant  Secretary.
Each  such  signature  may be in the  form  of a  facsimile  thereof  and may be
imprinted or otherwise reproduced on the Warrant Certificates.

                  If  any   officer  of  the  Company  who  signed  any  Warrant
Certificate  ceases  to  be  an  officer  of  the  Company  before  the  Warrant
Certificate  so signed shall have been  delivered  by the Company,  such Warrant
Certificate  nevertheless  may be delivered as though such person had not ceased
to be such officer of the Company.

Section (4)       Registration.

                  Warrant  Certificates shall be issued in registered form only.
The Company  will keep or cause to be kept books for  registration  of ownership

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and transfer of each Warrant Certificate issued pursuant to this Agreement. Each
Warrant  Certificate  issued pursuant to this Agreement shall be numbered by the
Company and shall be registered by the Company in the name of the holder thereof
(initially  the  Warrantholder).  The Company may deem and treat the  registered
holder of any Warrant Certificate as the absolute owner thereof (notwithstanding
any  notation of  ownership  or other  writing  thereon  made by anyone) for the
purpose of any  exercise  thereof  and for all other  purposes,  and the Company
shall not be affected by any notice to the contrary.

Section (5)       Transfers and Exchanges.

(A)  Transfers.  Subject  to the  following  provisions  of this  Section 5, the
Warrants are  transferable,  in whole or in part,  upon surrender of the Warrant
Certificates  evidencing such Warrants at the office of the Company  referred to
in Section 16, together with a written  assignment in the form of the Assignment
appearing  at the end of the form of  Warrant  Certificate  attached  hereto  as
Exhibit  A, duly  executed  by the  registered  holder  thereof  or its agent or
attorney.  Upon such  surrender,  the Company shall,  subject to this Section 5,
register or cause the  registration of the transfer upon the books maintained by
or on behalf of the Company for such purpose.  If the Warrants  evidenced by any
Warrant  Certificate  are to be transferred in whole,  the Company shall execute
and deliver a new Warrant Certificate or Warrant Certificates in the name of the
assignee or  assignees  in the  denominations  specified  in the  instrument  of
assignment.  If the  Warrants  evidenced  by any Warrant  Certificate  are to be
transferred  in part,  the  Company  shall  execute  and  deliver a new  Warrant
Certificate  or  Warrant  Certificates  to and in the  name of the  assignee  or
assignees in the  denominations  specified in the instrument of assignment and a
new Warrant  Certificate to and in the name of the assigning holder in an amount
equal to the number of Warrants evidenced by the surrendered Warrant Certificate
that were not transferred.

(B)  Restrictions on Transfer.  No Warrant may be sold,  pledged,  hypothecated,
assigned,  conveyed,  transferred  or otherwise  disposed of (each a "transfer")
unless (i) the transfer  complies with all applicable  securities  laws and (ii)
the transferee agrees in writing to be bound by the terms of this Agreement.

(C)  Exchanges.  A Warrant  Certificate  may be exchanged,  at the option of the
holder thereof,  upon surrender of such Warrant Certificate at the office of the
Company referred to in Section 16, for one or more other Warrant Certificates of
like tenor and  representing in the aggregate the same number of Warrants as was
represented by the surrendered Warrant Certificate.

(D)  Cancellation.  Warrant  Certificates  surrendered  for transfer or exchange
shall be canceled by the Company.

Section (6)       Mutilated or Missing Warrant Certificates.

                  If any  Warrant  Certificate  is  mutilated,  lost,  stolen or
destroyed,  the Company  shall issue,  upon  surrender and  cancellation  of any
mutilated  Warrant  Certificate,  or in lieu of and  substitution  for any lost,
stolen or destroyed Warrant Certificate, a new Warrant Certificate of like tenor
and representing an equal number of Warrants.  In the case of a lost,  stolen or
destroyed Warrant Certificate,  a new Warrant Certificate shall be issued by the
Company only upon the Company's receipt of reasonably  satisfactory  evidence of
such  loss,  theft or  destruction  and,  if  requested,  an  indemnity  or bond
reasonably satisfactory to the Company.



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Section (7)       Exercise of Warrants.

(A) Exercise.  Subject to the terms and  conditions set forth in this Section 7,
Warrants  may be  exercised,  in whole or in part (but not as to any  fractional
part of a Warrant),  at any time, or from time to time on or prior to 5:00 p.m.,
Vancouver time, on the Warrant Expiration Date.

                  In order to exercise any Warrant,  Warrantholder shall deliver
to the  Company at its office  referred  to in Section 16 the  following:  (i) a
written  notice in the form of the Election to Purchase  appearing at the end of
the  form  of  Warrant  Certificate   attached  as  Exhibit  A  hereto  of  such
Warrantholder's  election to exercise the  Warrants,  which notice shall specify
the number of such  Warrantholder's  Warrants being exercised;  (ii) the Warrant
Certificate or Warrant Certificates evidencing the Warrants being exercised; and
(iii) payment of the aggregate Exercise Price.

                  All rights of  Warrantholder  with respect to any Warrant that
has not been exercised, on or prior to 5:00 p.m., Vancouver time, on the Warrant
Expiration Date shall immediately cease and such Warrants shall be automatically
cancelled  and  void,  unless  the  Company  shall  have  extended  the  Warrant
Expiration Date (as provided in Section 16 below).

(B) Payment of Exercise  Price.  Payment of the  Exercise  Price with respect to
Warrants being  exercised  hereunder may, at the election of  Warrantholder,  be
made as follows:  (i) by the payment to the Company,  in cash,  by check or wire
transfer,  of an amount equal to the Exercise Price  multiplied by the number of
Warrants  then being  exercised;  or (ii) by  surrendering  to the  Company  for
cancellation  Warrant  Certificates  evidencing  Warrants to acquire a number of
Warrant Shares equal to (x) the aggregate Exercise Price divided by (y) the fair
market value of one Warrant Share (a "cashless exercise").

                  If a Warrantholder  elects a cashless exercise,  the number of
Warrant  Shares to be  issued  to  Warrantholder  upon  such  exercise  shall be
computed using the following formula:

              X = Y(A-B)
                      A

              X = the number of Warrant Shares to be issued to Warrantholder

              Y = the number of Warrant Shares underlying the Warrants being
                  exercised

              A = the fair market value of one Warrant Share

              B = the Exercise Price

(a) As used herein, the "fair market value of one Warrant Share" means an amount
equal to the  number of shares of Common  Stock  into  which a Warrant  Share is
convertible  times the  average,  over the 5  trading-day  period  ending on the
trading day which is two  trading  days prior to the date of  surrender,  of the
closing  sales prices (or, if on any day there is no closing  sales  price,  the
average  of the  highest  bid and  lowest  asked  price)  in the  United  States
Over-the-Counter  Bulletin Board as reported by the National  Quotation  Bureau,
Incorporated, or any similar successor organization.

(b) For the purpose of this  section,  the "closing"  shall mean 4:00 p.m.,  New
York City time.


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(C) Payment of Taxes.  The Company shall be  responsible  for paying any and all
issue,  documentary,  stamp or other taxes that may be payable in respect of any
issuance or delivery of Warrant Shares on exercise of a Warrant.

(D) Delivery of Warrant Shares. Upon receipt of the items referred to in Section
7A, the Company shall, as promptly as practicable, and in any event within three
(3) Business  Days  thereafter,  execute and deliver or cause to be executed and
delivered,  to or upon the written  order of  Warrantholder,  and in the name of
Warrantholder  or  Warrantholder's   designee,  a  stock  certificate  or  stock
certificates  representing the number of Warrant Shares to be issued on exercise
of the  Warrant(s).  If the Warrant  Shares shall in  accordance  with the terms
thereof  have become  automatically  convertible  into  shares of the  Company's
Common Stock prior to the time a Warrant is exercised, the Company shall in lieu
of issuing shares of Common Stock, issue to the Warrantholder or its designee on
exercise of such Warrant, a stock certificate or stock certificates representing
the number of shares of Common Stock into which the Warrant  Shares  issuable on
exercise  of  such  Warrant  are  convertible.   The   certificates   issued  to
Warrantholder  or its designee shall bear any restrictive  legend required under
applicable  law, rule or regulation.  The stock  certificate or  certificates so
delivered shall be registered in the name of Warrantholder or such other name as
shall be  designated  in said  notice.  A  Warrant  shall be deemed to have been
exercised and such stock  certificate or stock  certificates  shall be deemed to
have been issued,  and such holder or any other Person so designated to be named
therein shall be deemed to have become a holder of record of such shares for all
purposes,  as of the  date  that  such  notice,  together  with  payment  of the
aggregate  Exercise Price and the Warrant  Certificate  or Warrant  Certificates
evidencing  the  Warrants  to be  exercised,  is  received  by  the  Company  as
aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised in
part,  the Company  shall,  at the time of  delivery of the stock  certificates,
deliver to the holder thereof a new Warrant Certificate  evidencing the Warrants
that were not exercised or surrendered,  which shall in all respects (other than
as to the number of  Warrants  evidenced  thereby) be  identical  to the Warrant
Certificate being exercised.  Any Warrant Certificates surrendered upon exercise
of Warrants shall be canceled by the Company.

Section  (8) Adjustment of Number of Warrant Shares  Issuable Upon Exercise of a
         Warrant and Adjustment of Exercise Price.

(A) Adjustment for Stock Splits, Stock Dividends, Recapitalizations.  The number
of Warrant Shares  issuable upon exercise of each Warrant and the Exercise Price
shall each be  proportionately  adjusted  to reflect any stock  dividend,  stock
split, reverse stock split, recapitalization or the like affecting the number of
outstanding shares of Common Stock that occurs after the date hereof.

(B) Adjustments for  Reorganization,  Consolidation,  Merger.  If after the date
hereof, the Company (or any other entity, the stock or other securities of which
are at the time receivable on the exercise of the Warrants),  consolidates  with
or merges into another entity or conveys all or substantially  all of its assets
to another entity,  then, in each such case,  Warrantholder,  upon any permitted
exercise  of a  Warrant  (as  provided  in  Section  7),  at any time  after the
consummation of such reorganization,  consolidation, merger or conveyance, shall
be entitled to receive,  in lieu of the stock or other  securities  and property
receivable  upon the  exercise of the Warrant  prior to such  consummation,  the
stock or other  securities  or property to which such  Warrantholder  would have
been  entitled  upon the  consummation  of such  reorganization,  consolidation,
merger or conveyance if such Warrantholder had exercised the Warrant immediately
prior thereto,  all subject to further adjustment as provided in this Section 8.
The successor or purchasing  entity in any such  reorganization,  consolidation,
merger or conveyance  (if other than the Company) shall duly execute and deliver
to Warrantholder a written acknowledgment of such entity's obligations under the
Warrants and this Agreement.


<PAGE>

(C) Notice of Certain Events.

                  Upon the occurrence of any event resulting in an adjustment in
the  number  of  Warrant  Shares  (or other  stock or  securities  or  property)
receivable upon the exercise of the Warrants or the Exercise Price,  the Company
shall  promptly  thereafter (i) compute such  adjustment in accordance  with the
terms of the Warrants,  (ii) prepare a certificate setting forth such adjustment
and showing in detail the facts upon which such  adjustment is based,  and (iii)
mail copies of such certificate to Warrantholder.

Section (9)       Reservation of Shares.

                  The Company  shall at all times  reserve  and keep  available,
free from preemptive rights, out of the aggregate of its authorized but unissued
Common Stock,  or its  authorized  and issued Common Stock held in its treasury,
the aggregate number of the Warrant Shares  deliverable upon the exercise of all
outstanding  Warrants,  for the purpose of enabling it to satisfy any obligation
to issue the Warrant Shares upon the due and punctual  exercise of the Warrants,
through 5:00 p.m., Vancouver time, on the Warrant Expiration Date.

Section (10)      No Impairment.

                  The Company  shall not, by  amendment  of its  certificate  of
incorporation  or bylaws,  or  through  reorganization,  consolidation,  merger,
dissolution,  issuance  or  sale of  securities,  sale of  assets  or any  other
voluntary action, willfully avoid or seek to avoid the observance or performance
of any of the terms of the Warrants or this Agreement, and shall at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate  in order to protect the rights
of  Warrantholder  under  the  Warrants  and  this  Agreement  against  wrongful
impairment.  Without limiting the generality of the foregoing,  the Company: (i)
shall not set or increase  the par value of any Warrant  Shares above the amount
payable  therefor  upon  exercise,  and (ii)  shall  take all  actions  that are
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares upon the exercise of the Warrants.

Section (11)      Representations and Warranties of Warrantholder.

                  Warrantholder  represents and warrants to the Company that, on
the date hereof and on the date the Warrantholder exercises the Warrant pursuant
to the terms of this Agreement:

(i) Warrantholder is an "accredited  investor",  as such term is defined in Rule
501(a) of Regulation D promulgated under the Securities Act.

(ii) Warrantholder understands that the Warrants and the Warrant Shares have not
been registered under the Securities Act and acknowledges  that the Warrants and
the  Warrant  Shares  must be held  indefinitely  unless  they are  subsequently
registered  under the  Securities  Act or an  exemption  from such  registration
becomes available.

(iii)  Warrantholder is acquiring the Warrants for  Warrantholder's  own account
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution thereof.

Section (12)      No Rights or Liabilities as Stockholder.

                  No  holder,  as  such,  of any  Warrant  Certificate  shall be
entitled  to vote,  receive  dividends  or be deemed the holder of Common  Stock
which may at any time be issuable on the  exercise of the  Warrants  represented
thereby for any purpose whatever,  nor shall anything contained herein or in any
Warrant  Certificate  be  construed  to confer  upon the  holder of any  Warrant
Certificate,  as such,  any of the rights of a stockholder of the Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to

<PAGE>

stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of  stock,  change  of par  value or change of stock to no par
value, consolidation,  merger, conveyance or otherwise), or to receive notice of
meetings  or other  actions  affecting  stockholders  or to receive  dividend or
subscription  rights,  or otherwise,  until such Warrant  Certificate shall have
been  exercised in  accordance  with the  provisions  hereof and the receipt and
collection  of the  Exercise  Price  and any  other  amounts  payable  upon such
exercise by the Company.  No  provision  hereof,  in the absence of  affirmative
action by  Warrantholder  to  purchase  Warrant  Shares  shall  give rise to any
liability  of such  holder for the  Exercise  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

Section (13)      Fractional Interests.

                  The Company shall not be required to issue  fractional  shares
of Common Stock upon exercise of the Warrants or to distribute certificates that
evidence  fractional  shares of Common Stock. If any fraction of a Warrant Share
would, except for the provisions of this Section 13, be issuable on the exercise
of a Warrant,  the number of Warrant Shares to be issued by the Company shall be
rounded to the nearest whole number, with one-half or greater being rounded up.

Section (14)      Definitions.

                  Unless the context  otherwise  requires,  the terms defined in
this  Section 14,  whenever  used in this  Agreement  shall have the  respective
meanings hereinafter  specified and words in the singular or in the plural shall
each include the singular and the plural and the use of any gender shall include
all genders.

                  "Affiliate"  shall  mean,  with  respect  to any  Person,  any
officer or director of such Person,  or any other Person  directly or indirectly
controlling,  controlled  by, or under  common  control  with such  Person.  For
purposes of this definition,  "control" means the power to direct the management
and  policies  of such  Person,  directly  or  indirectly,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise,  and the  terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                  "Business   Day"   shall   mean  any  day  on  which   banking
institutions are generally open for business in Vancouver.

                  "Common  Stock"  means the common  stock,  par value $.001 per
share, of the Company.

                  "Exercise Price" shall be the price per Warrant Share at which
Warrantholder  is  entitled  to purchase  Warrant  Shares  upon  exercise of any
Warrant  determined  in  accordance  with Section 7 and subject to adjustment as
provided in Sections 8 and 16 hereof.

                  "Person" shall mean any corporation, association, partnership,
joint  venture,  trust,  organization,   business,  individual,   government  or
political subdivision thereof or governmental body.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended,  or any  similar  federal  statute  as at the time in  effect,  and any
reference to a particular  section of such Act shall  include a reference to the
comparable section, if any, of such successor federal statute.

Section (15)      Notices.

                  All   notices,   consents,    requests,   waivers   or   other
communications  required or  permitted  under this  Agreement  (each a "Notice")

<PAGE>

shall be in writing and shall be sufficiently  given (a) if hand delivered,  (b)
if sent by nationally recognized overnight courier, or (c) if sent by registered
or certified  mail,  postage  prepaid,  return receipt  requested,  addressed as
follows:

                           if to the Company:


                           Patriot Gold Corp.

                           102 Donaghy Avenue

                           North Vancouver, BC V7P 2L5

                           Attn:  President



                           if to Warrantholder:



                           ---------------------------------

                           ---------------------------------

                           ---------------------------------

                           ---------------------------------





or such other  address as shall be furnished  by any of the parties  hereto in a
Notice. Any Notice shall be deemed given upon receipt.

Section (16)  Supplements,  Amendments  and Waivers;  Unilateral  Changes by the
Company.

                  This  Agreement  may be  supplemented  or  amended  only  by a
subsequent  writing signed by each of the parties hereto (or their successors or
permitted  assigns),  and any  provision  hereof may be waived only by a written
instrument signed by the party charged therewith.

                  Notwithstanding  anything  contained in this  Agreement to the
contrary, the Company shall have the right, in its sole and absolute discretion,
to (i)  decrease the  Exercise  Price and/or (ii) extend the Warrant  Expiration
Date. If the Company  exercises its right to decrease the Exercise  Price and/or
extend the Warrant  Expiration  Date,  it shall  provide  notice  thereof to the
Warrantholder  no less  than  ten  Business  Days  prior to the  effective  date
thereof.




<PAGE>

Section (17) Successors and Assigns.

                  Except as otherwise  provided  herein,  the provisions of this
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the successors and permitted  assigns of the parties hereto.  Warrants issued
under this  Agreement may be assigned by  Warrantholder  only to the extent such
assignment  satisfies the  restrictions on transfer set forth in this Agreement;
any  attempted  assignment of Warrants in violation of the terms hereof shall be
void ab initio.

Section (18)      Termination.

                  This  Agreement  (other than  Sections 7C, 11, and Sections 15
through 26, inclusive,  and all related definitions,  all of which shall survive
such termination)  shall terminate on the earlier of (i) the Warrant  Expiration
Date and (ii) the date on which all Warrants have been exercised.

Section (19)      Governing Law; Jurisdiction.

(A) Governing Law. This Agreement and each Warrant  Certificate issued hereunder
shall be governed by and construed in  accordance  with the laws of the province
of British Columbia and the federal laws of Canada applicable herein.

(B) Submission to Jurisdiction.  Each party to this Agreement hereby irrevocably
and unconditionally submits, for itself and its property, to the jurisdiction of
the province of British Columbia,  and any appellate court from any thereof,  in
respect of actions  brought  against it as a defendant,  in any action,  suit or
proceeding  arising  out  of or  relating  to  this  Agreement  or  the  Warrant
Certificates  and Warrants to be issued pursuant  hereto,  or for recognition or
enforcement of any judgment,  and each of the parties hereto hereby  irrevocably
and  unconditionally  agrees that all claims in respect of any such action, suit
or proceeding  may be heard and  determined in such courts.  Each of the parties
hereto agrees that a final judgment in any such action, suit or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.

(C) Venue.  Each party hereto  irrevocably and  unconditionally  waives,  to the
fullest extent it may legally and  effectively do so, any objection which it may
now or hereafter  have to the laying of venue of any action,  suit or proceeding
arising out of or relating to this Agreement,  or the Warrant  Certificates  and
Warrants  to be  issued  pursuant  hereto,  in any  court  referred  to in  this
Subsection  B. Each of the parties  hereby  irrevocably  waives,  to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action,  suit proceeding in any such court and waives any other right to
which it may be entitled on account of its place of residence or domicile.

Section (20)      Third Party Beneficiaries.

                  Each party  intends that this  Agreement  shall not benefit or
create any right or cause of action in or on behalf of any Person other than the
parties hereto and their successors and permitted assigns.

Section (21)      Headings.

                  The headings in this  Agreement are for  convenience  only and
shall not affect the construction or interpretation of this Agreement.


<PAGE>

Section (22) Entire Agreement.

                  This  Agreement,  together with the Warrant  Certificates  and
Exhibits, constitutes the entire agreement and understanding between the parties
hereto with respect to the subject  matter hereof and shall  supersede any prior
agreements  and  understandings  between the parties hereto with respect to such
subject matter.

Section (23)      Expenses.

                  Each of the  parties  hereto  shall pay its own  expenses  and
costs incurred or to be incurred in  negotiating,  closing and carrying out this
Agreement and in consummating the transactions  contemplated  herein,  except as
otherwise expressly provided for herein.

Section (24)      Neutral Construction.

                  The parties to this  Agreement  agree that this  Agreement was
negotiated  fairly between them at arm's length and that the final terms of this
Agreement are the product of the parties'  negotiations.  Each party  represents
and warrants  that it has sought and received  legal counsel of its own choosing
with regard to the  contents of this  Agreement  and the rights and  obligations
affected  hereby.  The parties agree that this Agreement shall be deemed to have
been  jointly and  equally  drafting by them,  and that the  provisions  of this
Agreement  therefore  should not be construed  against a party or parties on the
grounds  that such party or  parties  drafted  or was more  responsible  for the
drafting of any such provision(s).

Section (25)      Representations and Warranties.

                  The   Company   hereby   represents   and   warrants   to  the
Warrantholder that:

(a) the Company has all requisite  corporate  power and authority to (i) execute
and deliver  this  Agreement  and (ii) issue and sell the Common  Stock upon the
conversion  thereof and carry out  provisions of this  Agreement.  All corporate
action on the part of the Company,  its  officers,  directors  and  stockholders
necessary for the authorization,  execution and delivery of this Agreement,  the
performance of all obligations of the Company  hereunder,  and the authorization
(or reservation for issuance),  sale and issuance of the Common Stock to be sold
hereunder has been taken or will be taken prior to the date hereof;

(b) this  Agreement  constitutes a valid and legally  binding  obligation of the
Company,  enforceable  in  accordance  with its terms,  except (i) as limited by
applicable  bankruptcy,  insolvency,  reorganization,  moratorium and other laws
relating to application affecting enforcement of creditor's rights generally and
(ii) as limited by laws relating to the  availability  of specific  performance,
injunctive relief of other equitable remedies;

(c) the  Common  Stock  issuable  upon  the  conversion  thereof  that is  being
purchased  hereunder,  when issued,  sold and delivered in  accordance  with the
terms of this Agreement for the consideration expressed herein, will be duly and
validly issued, fully paid and nonassessable and will be free of restrictions on
transfer, other than restrictions on transfer under applicable state and federal
securities laws;

(d) subject in part to the truth and accuracy of Warrantholder's representations
set forth in Section 11 of this Agreement,  the offer,  sale and issuance of the
Common  Stock  issuable  upon the  conversion  thereof as  contemplated  by this

<PAGE>

Agreement are exempt from the  registration  requirements  of the Securities Act
and the  qualification  or registration  requirements of any state securities or
other applicable blue sky laws; and

(e)  the  execution,   delivery  and  performance  of  this  Agreement  and  the
consummation of the transactions contemplated hereby will not result in any such
violation, or be in conflict with or constitute,  with or without the passage of
time and giving of notice, either a default under any such provision or an event
that results in creation of any lien,  charge or encumbrance  upon any assets of
the Company or the suspension,  revocation, impairment, forfeiture or nonremoval
of any material permit,  license,  authorization  or approval  applicable to the
Company, its business or operations or any of its assets or properties.

Section (26)      Counterparts.

                  This Agreement may be executed in  counterparts  and each such
counterpart  shall for all  purposes be deemed to be an  original,  and all such
counterparts shall together constitute but one and the same instrument.







IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.



                                            PATRIOT GOLD CORP.

                                            By:
                                                  ------------------------------

                                                  Name:

                                                  Title:





                                            By:
                                                  ------------------------------

                                                  Name:

                                                  Title: