Exhibit 4.5
                                     FORM OF

                           Class D Warrant Certificate


                               PATRIOT GOLD CORP.

This Warrant Certificate certifies that _____________,  a  ____________________,
or its registered assigns, is the registered holder of ________ Class D Warrants
(the "Warrantholder") to purchase shares (the "Warrant Shares") of Common Stock,
par value $.001 per share,  of Patriot Gold Corp,  Inc.  (the  "Company").  Each
Warrant  entitles the holder,  subject to the  satisfaction of the conditions to
exercise set forth in Section 7 of the Warrant  Agreement  referred to below, to
purchase  from the  Company at any time or from time to time on or prior to 5:00
p.m.,  Vancouver time, on ____, 2006 (the "Warrant  Expiration  Date") one fully
paid and  nonassessable  Warrant  Share at the  Exercise  Price set forth in the
Warrant  Agreement.  The  number of Warrant  Shares  for which  each  Warrant is
exercisable  and the Exercise Price are subject to adjustment as provided in the
Warrant Agreement.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of  Warrants  to  purchase  Warrant  Shares and are issued  pursuant  to a
Warrant Agreement, dated as of ____ 2003 (the "Warrant Agreement"),  between the
Company and  ___________,  which  Warrant  Agreement is hereby  incorporated  by
reference in and made a part of this  instrument and is hereby referred to for a
description  of the  rights,  limitation  of  rights,  obligations,  duties  and
immunities thereunder of the Company and Warrantholder.

Warrantholder   may  exercise  vested  Warrants  by  surrendering  this  Warrant
Certificate,  with the Election to Purchase  attached hereto properly  completed
and  executed,  together with payment of the aggregate  Exercise  Price,  at the
offices of the Company specified in Section 15 of the Warrant Agreement. If upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than the total  number of  Warrants  evidenced  hereby,  there  shall be
issued to the holder hereof or its assignee a new Warrant Certificate evidencing
the number of Warrants not exercised.

This  Warrant  Certificate,  when  surrendered  at the  offices  of the  Company
specified  in Section 15 of the  Warrant  Agreement,  by the  registered  holder
thereof in person,  by legal  representative  or by attorney duly  authorized in
writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant  Agreement,  for one or more other Warrant  Certificates  of like
tenor evidencing in the aggregate a like number of Warrants.

Warrantholder may transfer the Warrants  evidenced by this Warrant  Certificate,
in  whole  or in  part,  only  in  accordance  with  Sections  5 of the  Warrant
Agreement.

The  Company may deem and treat the  registered  holder  hereof as the  absolute
owner of this Warrant Certificate  (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof and
for all other  purposes,  and the Company shall not be affected by any notice to
the contrary.



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WITNESS the signatures of the duly authorized officers of the Company.


Dated:  ___________ ___, 2003


                                                     PATRIOT GOLD CORP.



                                              By:
                                                     ---------------------------
                                                                     Name:
                                                                     Title:



                                              By:
                                                     ---------------------------
                                                                     Name:
                                                                     Title: