Exhibit 10.1




                            PROPERTY OPTION AGREEMENT


THIS AGREEMENT made and entered into as of the 25th day of July, 2003.


BETWEEN:  MinQuest Inc., a company having a mailing address at 4235 Christy Way,
Reno, Nevada, 89509, U.S.A.

         (herein called the "Optionor")

                                                               OF THE FIRST PART


AND: Patriot Gold Corporation, a company having an office at 102 Donaghy Avenue,
North Vancouver, B.C., V7P 2L5

                  (herein called the "Optionee")

                                                              OF THE SECOND PART

WHEREAS the Optionor has represented that it is the sole recorded and beneficial
owner in and to two properties  called the Bruner Project and the Vernal Project
(the "Property") described in Schedule "A" attached hereto;

AND WHEREAS the  Optionor,  subject to the Net Smelter  Royalty  reserved to the
Optionor,  now wishes to grant to the Optionee the exclusive right and option to
acquire an  undivided  100% right,  title and interest in and to the Property on
the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration of the premises,
the  mutual  covenants  herein  set forth and the sum of One  Dollar  ($1.00) of
lawful money of U.S.  currency  now paid by the  Optionee to the  Optionor  (the
receipt whereof is hereby  acknowledged),  the Parties hereto do hereby mutually
covenant and agree as follows:

1.       Definitions

     The  following  words,  phrases and  expressions  shall have the  following
meanings:

(a)                   "After  Acquired  Properties"  means  any and all  mineral
                      interests  staked,  located,  granted or acquired by or on
                      behalf of either of the parties hereto during the currency
                      of this Agreement which are located,  in whole or in part,
                      within  two  miles  of  the  existing   perimeter  of  the
                      Property;


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(b)                   "Exchange" means OTCBB Venture Exchange;

(c)                   "Expenditures"  includes  all direct or indirect  expenses
                      [net of government  incentives and not including  payments
                      to the  Optionor  pursuant to section 4,  paragraphs  (a),
                      (b)(ii),  (c)(ii),  (d)(ii),  and  (e)(ii),  hereof] of or
                      incidental to Mining  Operations.  The  certificate of the
                      Controller  or other  financial  officer of the  Optionee,
                      together  with a statement of  Expenditures  in reasonable
                      detail shall be prima facie evidence of such Expenditures;
                      the  parties  hereto  agree  that  Property  payments  and
                      Property expenditures are separate payments as outlined in
                      paragraph 4;

(d)                   "Facilities" means all mines and plants, including without
                      limitation,  all pits, shafts, adits, haulageways,  raises
                      and other underground workings, and all buildings, plants,
                      facilities    and   other    structures,    fixtures   and
                      improvements,  and all other  property,  whether  fixed or
                      moveable,  as the same may exist at any time in, or on the
                      Property and relating to the operator of the Property as a
                      mine or outside the Property if for the exclusive  benefit
                      of the Property only;

(e)                   "Force  Majeure"  means an  event  beyond  the  reasonable
                      control of the  Optionee  that  prevents or delays it from
                      conducting the activities  contemplated  by this Agreement
                      other than the making of payments referred to in Section 4
                      herein.  Such events  shall  include but not be limited to
                      acts of God,  war,  insurrection,  action of  governmental
                      agencies   reflecting   an   instability   in   government
                      procedures,  or delay in permitting  unacceptable  to both
                      Optionor and Optionee;

(f)                   "Mineral  Products"  means  the  commercial  end  products
                      derived from operating the Property as a mine:

(g)                   "Mining Operations" includes:

(i)                   every kind of work done on or with respect to the Property
                      by or under  the  direction  of the  Optionee  during  the
                      Option Period or pursuant to an approved Work Program; and

                  (ii)without   limiting  the   generality  of  the   foregoing,
                      includes all work capable of receiving  assessment credits
                      pursuant to The Mines and  Minerals  Act of Nevada and the
                      work   of   assessment,   geophysical,   geochemical   and
                      geological  surveys,  studies and mapping,  investigating,
                      drilling,  designing,   examining  equipping,   improving,
                      surveying,  shaft  sinking,  raising,   cross-cutting  and
                      drifting,  searching  for,  digging,  trucking,  sampling,
                      working  and  procuring  minerals,  ores  and  metals,  in
                      surveying  and  bringing  any  mineral  claims to lease or
                      patent,  in doing all other work usually  considered to be
                      prospecting,   exploration,   development,  a  feasibility
                      study, mining work, milling, concentration,  beneficiation
                      of ores and  concentrates,  as well as the  separation and
                      extraction  of  Mineral   Products  and  all  reclamation,
                      restoration and permitting activities;


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(h)                   "Net Smelter  Royalty"  means that Net Smelter  Royalty as
                      defined in Schedule "B" attached hereto ("NSR");

(i)                   "Option"  means the option  granted by the Optionor to the
                      Optionee  to acquire,  subject to the NSR  reserved to the
                      Optionor,  an undivided 100% right,  title and interest in
                      and to the  Property  as more  particularly  set  forth in
                      Section 4;

(j)                   "Option  Period"  means the period from the date hereof to
                      the  date  at  which  the  Optionee  has   performed   its
                      obligations  to acquire its 100%  interest in the Property
                      as set out in  Section 4 hereof,  which  ever shall be the
                      lesser period;

(k)                   "Property"  means the mineral claims described in Schedule
                      "A";

(l)                   "Work  Program"   means  a  program  of  work   reasonably
                      acceptable  to both  parties in  respect  of a  particular
                      Property,  contained in a written  document setting out in
                      reasonable detail:

(i)                   An  outline  of  the  Mining  Operations  proposed  to  be
                      undertaken  and  conducted on the  Property,  specifically
                      stating  the  period  of  time   during   which  the  work
                      contemplated  by the  proposed  program  is to be done and
                      performed;

                  (ii)The estimated cost of such Mining  Operations  including a
                      proposed  budget  providing  for  estimated  monthly  cash
                      requirements in advance and giving reasonable details; and

                  (iii) The  identity and  credentials  of the person or persons
                      undertaking  the Mining  Operations so proposed if not the
                      Optionor,

                  reasonably acceptable to both parties hereto.

2.       Headings

                      Any heading,  caption or index hereto shall not be used in
     any way in construing or interpreting any provision hereof.

3.       Singular, Plural

                      Whenever  the  singular or  masculine or neuter is used in
     this  Agreement,  the same shall be construed as meaning plural or feminine
     or body politic or corporate or vice versa, as the context so requires.

4.       Option

                      The  Optionor  hereby  grants to the Optionee the sole and
     exclusive  right and option (the  "Option") to earn a 100%  interest in the
     Property exercisable as follows:


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(a) The Optionee paying the sum of $ 12,500 U.S. to the Optionor by way of cash;

(b)                          On or before July 25, 2004:

(i)                          The Optionee incurring Expenditures of $75,000 U.S.
                             on the Property; and

(ii)                         The Optionee paying $20,000 U.S. to the Optionor;

(c)                          On or before July 25, 2005:

(i)                          The  Optionee  incurring  Expenditures  of $100,000
                             U.S.   on  the   Property   in   addition   to  the
                             expenditures referred to in clause (b)(i); and

(ii)                         The Optionee paying $20,000 U.S. to the Optionor;

(d)                          On or before July 25, 2006:

(i)                          The  Optionee  incurring  Expenditures  of $100,000
                             U.S.   on  the   Property   in   addition   to  the
                             expenditures  referred  to in  clauses  (b)(i)  and
                             (c)(i) hereof; and

(ii)                         The Optionee paying $20,000 U.S. to the Optionor;

(e)                          On or before July 25, 2007:

                         (i) The  Optionee  incurring  Expenditures  of $100,000
                             U.S.   on  the   Property   in   addition   to  the
                             expenditures  referred to in clauses (b)(i), (c)(i)
                             and (d)(i) hereof; and

                         (ii) The Optionee  paying $20,000 U.S. to the Optionor;
and

(f) On or before July 25, 2008:

                         (i) The  Optionee  incurring  Expenditures  of $125,000
                             U.S.   on  the   Property   in   addition   to  the
                             expenditures referred to in clauses (b)(i), (c)(i),
                             (d)(i) and (e)(i) hereof;

     Following  which the Optionee  shall be deemed to have exercised the Option
     (the  "Exercise  Date") and shall be entitled to an  undivided  100% right,
     title and interest in and to the Property with the full right and authority
     to equip the  Property  for  production  and operate the Property as a mine
     subject to the rights of the  Optionor  to receive  the NSR.  The  Property
     comprises two projects  individually  known as the Bruner Project,  and the
     Vernal  Project all as more  particularly  described  in Schedule  "A". The
     Optionee  has  the  one  time  right  exercisable  for  90  days  following
     completion of a bankable  feasibility study to buy up to two thirds (66.7%)
     of the  Optionor's  NSR interest  (i.e. an amount equal to 2% NSR interest)
     for $2,000,000 U.S. for each project  comprising the Property,  leaving the

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     Optionor to retain not less than a 1% NSR  interest.  The right to purchase
     the said NSR interest  shall be exercised  by the  Optionee  providing  the
     Optionor with notice of the purchase  accompanied  by payment in the amount
     of $2,000,000 U.S. for each project on which the Optionee is purchasing the
     NSR.

     The  Optionor  and Optionee  understand  and confirm that all  Expenditures
     incurred  in a  particular  period,  including  any excess in the amount of
     Expenditures  required to be incurred  to maintain  the Option  during such
     period,  shall be carried  over and  included  in the  aggregate  amount of
     Expenditures for the subsequent period.

     Notwithstanding  paragraphs  (c)(i),  (d)(i),  (e)(i),  and  (f)(i)  if the
     Optionee has not incurred the requisite Expenditures to maintain its option
     in good standing  prior to July 25 of any given year,  the Optionee may pay
     to the Optionor  within 60 days  following  the expiry of such period,  the
     amount of the deficiency and such amount shall  thereupon be deemed to have
     been Expenditures incurred by the Optionee during such period.

(g)               The doing of any act or the incurrence of any cash payments by
                  the Optionee shall not obligate the Optionee to do any further
                  acts or make any further payments.

(h)               The Property comprises two projects  individually known as the
                  Bruner   Project,   and  the  Vernal   Project   all  as  more
                  particularly described in Schedule "A". The cash consideration
                  referred  to in this  Section  4 will not  change  if only one
                  project is terminated.

5.                Transfer of Title

                      Upon  Optionee's  completion of all  requirement to earn a
     100 percent interest in the Property, the Optionor will deliver or cause to
     be  delivered to the  Optionee's  solicitors  a duly  executed  transfer of
     Property in favour of the Optionee (the "Optionee Transfer").  The Optionee
     shall be  entitled to record the  Optionee  Transfer  with the  appropriate
     government  offices to effect  transfer of legal title of the Property into
     its own name  upon the full and  complete  exercise  of the  Option  by the
     Optionee. In the event the Optionee Transfer is recorded the Optionor shall
     be entitled to record notice of its NSR interest.

6.       Mining Operations during Option

                      During the Option  Period,  the  Optionor  may provide its
     mineral exploration  expertise on the Property, on a consultation basis for
     and on behalf of the Optionee,  at the election of the  Optionee.  However,
     the Optionee has the exclusive  right to determine  what  Expenditures  and
     Mining  Operations  it will perform,  when they will be  performed,  and by
     whom. If the Optionee  elects to use the mineral  expertise and  consulting
     services of the  Optionor,  then the  Optionor  shall  invoice for time for
     consulting  services and related travel  expenses from time to time and the
     prompt  payment of such  invoices  when due shall  constitute  a portion of
     Expenditures by the Optionee as contemplated under Section 4 hereof.


<PAGE>

                      During the currency of this Agreement,  the Optionee,  its
     servants,  agents  and  workmen  and any  persons  duly  authorized  by the
     Optionee,  shall have the right of access to and from and to enter upon and
     take  possession of and prospect,  explore and develop the Property in such
     manner as the Optionee in its sole  discretion may deem advisable and shall
     have the right to remove and ship  therefrom  ores,  minerals,  metals,  or
     other products recovered in any manner therefrom.

7.       Assignment

                      During the Option Term,  both parties shall have the right
     to sell, transfer,  assign, mortgage, pledge its interest in this Agreement
     or its right or interest  in the  Property.  It will be a condition  of any
     assignment  under this  Agreement that such assignee shall agree in writing
     to be bound by the terms of this Agreement applicable to the assignor.

8.       Termination

                  This  Agreement  shall  forthwith  terminate in  circumstances
where:

                  (a)  The  Optionee  shall  fail  to  comply  with  any  of its
                  obligations hereunder, subject to Force Majeure, and within 30
                  days of receipt by the  Optionee  of written  notice  from the
                  Optionor of such default, the Optionee has not:

(i)                            cured such default,  or commenced  proceedings to
                               cure  such   default  and   prosecuted   same  to
                               completion without undue delay; or

                           (ii) given the  Optionor  notice  that it denies that
such default has occurred.
     In the event that the  Optionee  gives notice that it denies that a default
     has occurred,  the Optionee  shall not be deemed to be in default until the
     matter  shall have been  determined  finally  through such means of dispute
     resolution as such matter has been subjected to by either party; or


                  (b) The Optionee  gives notice of termination to the Optionor,
                  which it  shall be at  liberty  to do at any  time  after  the
                  execution of this  Agreement.  If and when the Optionee elects
                  to terminate this Agreement,  or terminate one of the projects
                  comprising  the  Property,  at such time the  Property  or the
                  specific  project  will be returned to the  Optionor  with all
                  claim  fees paid in full for that  calendar  year but no later
                  than June 30th of that year.  For clarity,  any portion of the
                  Property  that  is  terminated  after  June  30th  and  before
                  September 1st of any year must have the annual claim fees paid
                  in full for September 1st of that year.

     Upon the  termination of this Agreement  under this Section 8, the Optionee
     shall  cease to be liable to the  Optionor in debt,  damages or  otherwise,
     other  than to pay the claim fees as  described  in  paragraph  (b) of this
     Section 8 and all liabilities referred to in Section 11.

     Upon termination of this Agreement under this Section 8, the Optionee shall
     vacate the Property  within a reasonable time after such  termination,  but

<PAGE>

     shall have the right of access to the  Property  for a period of six months
     thereafter for the purpose of removing its chattels,  machinery,  equipment
     and fixtures.

9.       Representations, Optionies and Covenants of the Optionor

                      The Optionor represents, Options and covenants to and with
the Optionee as follows:

(a)                   The Optionor is a company duly organized  validly existing
                      and in good standing under the laws of Nevada;

(b)                   The Optionor has full power and  authority to carry on its
                      business  and  to  enter  into  this   Agreement  and  any
                      agreement or  instrument  referred to or  contemplated  by
                      this Agreement;

(c)                   Neither the execution and delivery of this Agreement,  nor
                      any of the agreements  referred to herein or  contemplated
                      hereby,  nor the consummation of the  transactions  hereby
                      contemplated  conflict  with,  result in the  breach of or
                      accelerate the  performance  required by, any agreement to
                      which it is a party;

(d)                   The  execution  and  delivery  of this  Agreement  and the
                      agreements  contemplated hereby will not violate or result
                      in the breach of the laws of any  jurisdiction  applicable
                      or pertaining thereto or of its constating documents;

(e)                   The  Agreement  constitutes  a legal,  valid  and  binding
                      obligation of the Optionor;

(f)                   The Property is  accurately  described in Schedule "A", is
                      in good  standing  under the laws of the  jurisdiction  in
                      which it is  located  and is free and clear of all  liens,
                      charges and encumbrances;

(g)                   The Optionor is the sole recorded and beneficial  owner of
                      the  Property  and has the  exclusive  right to enter into
                      this Agreement and all necessary authority to transfer its
                      interest in the Property in  accordance  with the terms of
                      this Agreement;

(h)                   No person,  firm or  corporation  has any  proprietary  or
                      possessorty  interest  in  the  Property  other  than  the
                      Optionor,  and no person,  firm or corporation is entitled
                      to any  royalty or other  payment in the nature of rent or
                      royalty on any minerals,  ores,  metals or concentrates or
                      any other such  products  removed from the Property  other
                      than the  government  of the state of Nevada  pursuant  to
                      statute;  notwithstanding  any  Federal,  State or  County
                      royalties   or  net   proceeds  tax  derived  from  mining
                      operations.

(i)                   Upon request by the Optionee,  and at the sole cost of the
                      Optionee,  the  Optionor  shall  deliver  or  cause  to be
                      delivered to the Optionee copies of all available maps and

<PAGE>

                      other documents and data in its possession  respecting the
                      Property.  Nothing will be withheld,  hidden, or kept from
                      the Optionee,  whether the data or  information is held or
                      not by the Optionor; and

(j)                   Subject to performance by the Optionee of its' obligations
                      under  Section 4, during the Option  Period,  the Optionor
                      will keep the Property in good standing, free and clear of
                      all liens,  charges and  encumbrances,  will carry out all
                      Mining Operations on the Property in a miner-like  fashion
                      if the  Optionee  elects to use the mining  expertise  and
                      consulting  services  of the  Optionor,  will  obtain  all
                      necessary  licenses and permits as shall be necessary  and
                      will file all  applicable  work up to the legal  limits as
                      assessment work under The Mines and Mineral Act (Nevada).

10.                   Representations, Optionies and Covenants of the Optionee

                      The Optionee represents, Options and covenants to and with
the Optionor that:

              (a) The Optionee is a company duly organized  validly existing and
                  in good standing under the laws of the United States;

              (b) The  Optionee  has full  power and  authority  to carry on its
                  business and to enter into this Agreement and any agreement or
                  instrument referred to or contemplated by this Agreement;

              (c) Neither the execution and delivery of this Agreement,  nor any
                  of the agreements  referred to herein or contemplated  hereby,
                  nor the consummation of the transactions  hereby  contemplated
                  conflict  with,  result  in the  breach of or  accelerate  the
                  performance required by, any agreement to which it is a party;

(e)               The  execution   and  delivery  of  this   Agreement  and  the
                  agreements  contemplated  hereby will not violate or result in
                  the  breach  of the  laws of any  jurisdiction  applicable  or
                  pertaining thereto or of its constating documents; and

(f) This  Agreement  constitutes  a legal,  valid and binding  obligation of the
Optionee.

11.      Indemnity and Survival of Representation

                      The representation and Optionies  hereinbefore set out are
     conditions on which the parties have relied in entering into this Agreement
     and shall  survive the  acquisition  of any interest in the Property by the
     Optionee and each of the parties will indemnify and save the other harmless
     from all  loss,  damage,  costs,  actions  and suits  arising  out of or in
     connection  with  any  breach  of any  representation,  Optiony,  covenant,
     agreement or condition made by them and contained in this Agreement.

                      The  Optionor  agrees to indemnify  and save  harmless the
     Optionee  from any  liability  to which it may be subject  arising from any
     Mining  Operations  carried out by the Optionor or at its  direction on the
     Property.  The Optionee  agrees to indemnify and save harmless the Optionor

<PAGE>

     from any  liability  to which it may be  subject  arising  from any  Mining
     Operations carried out by the Optionee or at its direction on the Property.

                  The  Optionor  agrees  to  indemnify  and  save  harmless  the
     Optionee from any liability arising from any and every kind of work done on
     or with respect to the Property prior to the signing of this Agreement (the
     "Prior Operations). Without limiting the generality of the foregoing, Prior
     Operations  includes  all work  capable  of  receiving  assessment  credits
     pursuant  to The  Mines  and  Minerals  Act  of  Nevada  and  the  work  of
     assessment,  geophysical,  geochemical and geological surveys,  studies and
     mapping,   investigating,   drilling,   designing,   examining   equipping,
     improving,  surveying, shaft sinking, raising,  cross-cutting and drifting,
     searching for, digging, trucking, sampling, working and procuring minerals,
     ores and metals,  in surveying and bringing any mineral  claims to lease or
     patent,  in doing all other  work  usually  considered  to be  prospecting,
     exploration,  development,  a  feasibility  study,  mining  work,  milling,
     concentration,  beneficiation  of  ores  and  concentrates,  as well as the
     separation  and  extraction  of  Mineral   Products  and  all  reclamation,
     restoration and permitting activities.


     12. Confidentiality

         The parties hereto agree to hold in confidence all information obtained
     in confidence  in respect of the Property or otherwise in  connection  with
     this Agreement other than in circumstances  where a party has an obligation
     to disclose such  information  in  accordance  with  applicable  securities
     legislation,  in  which  case  such  disclosure  shall  only be made  after
     consultation with the other party.

     13. Notice

                      All  notices,  consents,  demands  and  requests  (in this
     Section 13 called the  "Communication")  required or  permitted to be given
     under this  Agreement  shall be in writing and may be delivered  personally
     sent by telegram,  by telex or telecopier or other  electronic means or may
     be forwarded by first class prepaid registered mail to the parties at their
     addresses first above written.  Any Communication  delivered  personally or
     sent by telegram,  telex or telecopier or other  electronic means including
     email  shall be deemed  to have  been  given  and  received  on the  second
     business day next following the date of sending.  Any Communication  mailed
     as  aforesaid  shall be deemed to have been given and received on the fifth
     business day following  the date it is posted,  addressed to the parties at
     their  addresses  first above written or to such other address or addresses
     as  either  party  may from time to time  specify  by notice to the  other;
     provided,  however, that if there shall be a mail strike, slowdown or other
     labour dispute which might effect  delivery of the  Communication  by mail,
     then the Communication shall be effective only if actually  delivered.  For
     purposes of this  agreement and as a definition  of address the  Optionor's
     email shall be defined as rrkern@charter.net. and the Optionor's telecopier
     number  is   775-746-0938.   The  Optionee's  email  shall  be  defined  as
     info@patriotgoldcorp.com   and  the   Optionee's   telecopier   number   is
     604-922-6982. Notice will be provided to each party should their respective
     email address change.


<PAGE>

14.      Further Assurances

                      Each of the parties to this  Agreement  shall from time to
     time and at all times do all such  further acts and execute and deliver all
     further  deeds and  documents as shall be  reasonably  required in order to
     fully perform and carry out the terms of this Agreement.


     15. Entire Agreement

                      The parties  hereto  acknowledge  that they have expressed
     herein the entire  understanding and obligation of this Agreement and it is
     expressly understood and agreed that no implied covenant,  condition,  term
     or reservation, shall be read into this Agreement relating to or concerning
     any matter or operation provided for herein.

     16. Proper Law and Arbitration

                      This  Agreement  will  be  governed  by and  construed  in
     accordance  with the laws of the State of Nevada and the laws of the United
     States of America  applicable herein. The parties hereto hereby irrevocably
     attorn to the  jurisdiction of the Courts of Nevada.  All disputes  arising
     out of or in connection with this  Agreement,  or in respect of any defined
     legal  relationship  associated  therewith or derived  therefrom,  shall be
     referred to and finally resolved by a sole arbitrator by arbitration  under
     the rules of The Arbitration Act of Nevada.

     17. Enurement

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

     18. After Acquired Properties

(i)                   The parties covenant and agree,  each with the other, that
                      any and all After Acquired  Properties shall be subject to
                      the terms and  conditions  of this  Agreement and shall be
                      added  to and  deemed,  for  the  purposes  hereof,  to be
                      included  in  the  Property.  Any  costs  incurred  by the
                      Optionor  in staking,  locating,  recording  or  otherwise
                      acquiring any "After Acquired  Properties"  will be deemed
                      to be Mining  Operations  for which the  Optionor  will be
                      entitled  to  reimbursements  as part of the  Expenditures
                      payable by the Optionee hereunder.

                  (ii)Any additional  claims agreed by the Optionee to be staked
                      by the Optionor within 2 miles from the existing perimeter
                      of  the  Property  boundaries  shall  form  part  of  this
                      Agreement.  The Optionee  will  reimburse the Optionor for
                      the costs of staking  the  additional  claims,  unless the
                      Optionee  does not  elect to have  the  additional  claims
                      subject to this Agreement.


<PAGE>

     20. Default

                      Notwithstanding anything in this Agreement to the contrary
     if any party (a "Defaulting Party") is in default of any requirement herein
     set forth the party  affected by such default shall give written  notice to
     the Defaulting  Party specifying the default and the Defaulting Party shall
     not lose any rights under this Agreement, unless thirty (30) days after the
     giving of notice of default by the affected party the Defaulting  Party has
     failed to take  reasonable  steps to cure the  default  by the  appropriate
     performance  and if the  Defaulting  Party fails within such period to take
     reasonable  steps to cure any such  default,  the  affected  party shall be
     entitled  to seek  any  remedy  it may  have  on  account  of such  default
     including, without limiting, termination of this Agreement. Notwithstanding
     the Optionee shall be responsible for claim fees to the U.S. Bureau of Land
     Management no later than June 30th of each calendar year of the  agreement.
     Further,  all county claim fees shall be paid by the Optionee no later than
     June 30th of each calendar year.

     21. Payment

     All  references  to monies herein shall be in U.S.  funds unless  otherwise
     specified.  The Optionee shall make payments for the Expenditures  incurred
     by the  Optionor  no later  than 15 days  after  the  receipt  of  invoices
     delivered by the Optionor  which for the purposes of this  Agreement  shall
     constitute  prompt  and due  payment.  All  contractors  will  invoice  the
     Optionee  directly and any costs  arising  with  respect to work  performed
     shall be solely borne by the Optionee and not the Optionor.

     22. Option Only

     This is an option only and except as herein specifically provided otherwise
     nothing herein  contained  shall be construed as obligating the Optionee to
     do any acts or make  any  payments  hereunder,  and any act or  payment  or
     payments as shall be made  hereunder  shall not be construed as  obligating
     the Optionee to do any further act or make any further payment or payments.

     23. Supersedes Previous Agreements

     This  Agreement  supersedes  and  replaces  all  previous  oral or  written
     agreements,  memoranda,  correspondence or other communications between the
     parties hereto relating to the subject matter hereof.



<PAGE>


     IN WITNESS  WHEREOF the Parties  hereto have duly executed  this  Agreement
     effective as of the 25th day of July, 2003.


     MinQuest Inc.




     Per:
         ---------------------------
          Richard A. Kern, President


     Patriot Gold Corp.



     Per:
         ---------------------------
          Ronald Blomkamp, President















<PAGE>


SCHEDULE "A"

                                 BRUNER PROPERTY

16 UNPATENTED LODE CLAIMS SITUATED IN SECTIONS 24 & 25, TOWNSHIP 14 NORTH, RANGE
37 EAST AND  SECTIONS 19 & 30,  TOWNSHIP  14 NORTH,  RANGE 38 EAST,  MDB&M,  NYE
COUNTY, STATE OF NEVADA
          CLAIM NAME                                                BLM SERIAL #
Moon 1-6                                                     NMC 849694-849699
Moon 7                                                       NMC 842234
Moon 8                                                       NMC 849700
Moon 9-12                                                    NMC 842235-842238
Moon 13-16                                                   NMC 849701-849704


                                 VERNAL PROPERTY

12 UNPATENTED LODE CLAIMS  SITUATED IN SECTION 34,  TOWNSHIP 14 NORTH,  RANGE 39
EAST AND SECTION 3, TOWNSHIP 13 NORTH,  RANGE 39 EAST, MDB&M, NYE COUNTY,  STATE
OF NEVADA
          CLAIM NAME                                                BLM SERIAL #
Vernal 5-10                                                  NMC 849705-849710
Vernal 11-14                                                 NMC 841093-841096
Vernal 15, 16                                                NMC 849711-849712







SCHEDULE "B"


"Net Smelter Return" shall mean the aggregate  proceeds received by the Optionee
from time to time from any smelter or other purchaser from the sale of any ores,
concentrates,  metals or any other material of commercial  value produced by and
from the Property after deducting from such proceeds the following  charges only
to the extent that they are not  deducted by the smelter or other  purchaser  in
computing the proceeds:

(a)      The cost of transportation of the ores, concentrates or metals from the
         Property  to  such  smelter  or  other  purchaser,   including  related
         insurance;
(b)      Smelting and refining charges including penalties; and

The  Optionee  shall  reserve and pay to the  Optionor a NSR equal to three (3%)
percent of Net Smelter Return.

     Payment of NSR payable to the Optionor  hereunder  shall be made  quarterly
     within thirty (30) days after the end of each calendar quarter during which
     the  Optionee  receives  Net  Smelter  Returns  in U.S.  dollars or in kind
     bullion at the discretion of the Optionor. Within sixty (60) days after the
     end of each calendar quarter for which the NSR are payable to the Optionor,
     the  records  relating  to the  calculation  of NSR for such year  shall be
     audited by the Optionee and any  adjustments  in the payments of NSR to the
     Optionor  shall  be made  forthwith  after  completion  of the  audit.  All
     payments of NSR to the Optionor  for a calendar  year shall be deemed final
     and in full  satisfaction  of all  obligations  of the  Optionee in respect
     thereof if such  payments or the  calculations  thereof are not disputed by
     the Optionor  within  sixty (60) days after  receipt by the Optionor of the
     same  audited  statement.  The Optionee  shall  maintain  accurate  records
     relevant  to  the  determination  of  the  NSR  and  the  Optionor,  or its
     authorized  agent,  shall be permitted the right to examine such records at
     all reasonable times.