Irrevocable Transfer Agent Instructions, Dated April 12, 2006, From Golden Patriot, Corp. To Compute

To be reprinted on Company letterhead]

April 12, 2006


Computershare

350 Indiana Street

Suite 800

Golden, CO 80401


Attention:

Jennifer Harla


Ladies and Gentlemen:

Golden Patriot, Corp., a Nevada corporation (the " Company" ), and certain investors (the " Investors" ) have entered into a Securities Purchase Agreement dated as of April 12, 2006 (the " Agreement" ), providing for the issuance of 6% Callable Secured Convertible Notes in the aggregate principal amount of $2,000,000 (the " Notes" ) and warrants to purchase an aggregate of 22,000,000 shares of the Company' s Common Stock (the " Warrants" ), for the aggregate consideration of $2,000,000.

You are hereby irrevocably authorized and instructed to reserve a sufficient number of shares of Common Stock (initially, 66,537,105 shares) of the Company for issuance upon full conversion of the Notes and exercise of the Warrants in accordance with the respective terms thereof. You are hereby further irrevocably authorized and directed to issue the shares of Common Stock so reserved upon your receipt from the Company of a notice of conversion (" Notice of Conversion" ) or exercise agreement (" Exercise Agreement" ) duly executed by an Investor in accordance with the terms of such notices and agreements and the Notes and Warrants, as applicable.

A copy of a Form of Note and Form of Warrant is attached hereto. You should familiarize yourself with your issuance and delivery obligations, as Transfer Agent, contained ther ...