ASSIGNMENT AGREEMENT
THIS
ASSIGNMENT AGREEMENT (this
“Agreement”) is executed as of January 29, 2008, by and between American
Goldrush Corp., a Canadian corporation (the “Assignor”), and Patriot Gold Corp.,
a Nevada corporation (the “Assignee”).
RECITALS
WHEREAS,
on July 14, 2006, the Assignor
and Xxxx X. Xxxxx (the “Consultant”) entered into a Finder’s Fee Agreement for
the Xxxxxxxxx Gold Property (the “Finder’s Fee Agreement”; capitalized terms
used herein not otherwise defined shall have the meanings given to such terms
in
the Finder’s Fee Agreement); and
WHEREAS,
the Assignor desires to
transfer, convey and assign to Assignee all of its rights and obligations as
set
forth in the Finder’s Fee Agreement, and Assignee desires to accept such
transfer, conveyance, and assignment of such rights and obligations of the
Assignor on the terms and provisions as contained in this
Agreement.
NOW,
THEREFORE, in consideration of the
above premises and the mutual representations, warranties, covenants and
agreements, hereinafter set forth and for such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties agree as follows:
1.
Assignor represents to Assignee that as of the date hereof, there are no
liabilities, obligations, debts or payments directly or indirectly owed to
the
Consultant.
2.
The Assignee hereby assumes and agrees to perform all duties and obligations
of
the Assignor arising under the Finder’s Fee Agreement from and after the date
hereof.
3.
The parties hereto acknowledge and agree that this Agreement shall not affect
in
any way the terms or conditions of the Finder’s Fee Agreement.
4.
This Agreement is executed by, acknowledged, and shall be binding upon the
Assignor and Assignee and their respective successors and assigns.
5.
This Agreement shall be subject to the laws and jurisdiction of the State of
Arizona.
IN
WITNESS WHEREOF, each of the
undersigned has caused this Agreement to be executed by its duly authorized
officer or representative as of the date first above written.
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ASSIGNOR:
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ASSIGNEE:
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AMERICAN
GOLDRUSH CORP.
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By:__/s/_____________
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By:__/s/_____________
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Name:Xxxxxx
Xxxxxxx
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Name:Xxx
Xxxxx
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Title:President
and CEO
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Title:President
and CEO
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AGREED
AND ACKNOWLEDGED:
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XXXX
X. XXXXX
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__/s/___________________
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Xxxx
X. Xxxxx
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