AGREEMENT

Exhibit 10.1.  Agreement with Platoro West

AGREEMENT

This Agreement made as of the 27th day of June, 2005.

BETWEEN:

Pilot Mountain Resources Inc., a corporation incorporated pursuant to the laws of the State of Nevada (herein called “PMR”) and a wholly-owned subsidiary of Pacific Gold Corp., a Nevada corporation (“Pacific Gold”) and Platoro West Incorporated, a corporation incorporated pursuant to the laws of the State of Nevada (herein called “Platoro”).

WHEREAS, Platoro has represented to PMR that Platoro owns certain mining claims likely to contain high concentrations of minerals including without limiting the generality of the foregoing, tungsten.

NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the parties contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto), it is agreed as follows:

INTERPRETATION

In this Agreement, unless the context otherwise requires:

“Agreement” means this agreement, including any and all Schedules attached or to be attached, as amended from time to time in accordance with its terms;

“Business Day” means every day except Saturday, Sunday or a day which is a statutory holiday under the laws of the State of Nevada;

“Encumbrance” means any mortgage, lien, pledge, charge, security interest, restriction, claim, encumbrance, right to use or acquire, ownership interest or demand of any nature whatsoever;

“Gross Royalty” means an amount equal to two (2%) percent of the actual proceeds of the sale of Valuable Minerals derived from the development and production of Subject Mining Claims actually received in cash by PMR or its assignees from the sale thereof from a smelter or refinery;

“Mining Claim” means a parcel of land, including land under water, that can be or has been staked and recorded;

“Subject Mining Claim” means a Mining Claim that Platoro owns the rights to that is subject to the terms of this Agreement or that PMR owns as a result of transfer from Platoro to PMR under this Agreement and/or listed on Schedule A hereto;

“Person” includes an individual, partnership, unincorporated association, organization, syndicate, corporation, trust and a trustee, executor, administrator or other legal or personal representative;

“Valuable Minerals” means mines, ore, concentrates, bullion, minerals, including without limiting the generality of the foregoing, tungsten, gold, silver and all rare and precious metals and/or other products located in, on or under Subject Mining Claims;

In this Agreement:

words denoting the singular include the plural and vice versa and words denoting any gender include both genders;

any reference to a statute shall be the statute in force on the date hereof, unless otherwise expressly provided;

the use of headings is for convenience of reference only and shall not affect the construction of this Agreement;

when calculating the period of time within which or following which any act is to be done or steps taken, the date which is the reference day in calculating such period shall be excluded.  If the last day of such period is not a Business Day, the period shall end on the next Business Day; and

all dollar amounts are expressed in United States of America funds unless stated otherwise;

COVENANTS OF PLATORO

Platoro agrees to identify in consultation with PMR certain Mining Claims that have the potential to have tungsten mineralizations therein, which shall then be identified as Subject Mining Claims and listed on Schedule A hereto.

Platoro covenants and agrees to do all things reasonably required to cause the Subject Mining Claims to be staked out and registered in its name, if not already staked and registered in its name, to be held for itself and no others, and to cause all legal steps required pursuant to the laws of any state of the United States and the laws of the United States for the Subject Mining Claims to be filed, registered and recorded in all public records in the name of Platoro and no others.

Platoro hereby grants a license to PMR to enter upon the Subject Mining Claims for the purpose of performing testing, sampling and geological studies, for the purpose of completing feasibility studies and developing a Plan of Operations.  Such license shall extend to all agents, consultants, employees and others engaged by PMR in any capacity to enter upon and perform the above.  PMR shall be responsible for obtaining any permits necessary for any testing, sampling and geological studies and will be responsible for reclamation and other expenses associated therewith.  In connection with the license hereby granted, Platoro agrees to provide to PMR such information and data in the possession or control of Platoro relating to the Subject Mining Claims as is requested by PMR, together with copies of documents in the possession or control of Platoro

relating thereto (including without limiting the generality of the foregoing, all maps, file contents, geological, engineering, environmental and metallurgical data and information).

The Subject Mining Claims filed, registered and recorded by Platoro pursuant to Section 2.1, shall be transferred and filed, registered and recorded in the name of PMR as the sole and absolute owner thereof, at the request of PMR as to which Subject Mining Claims and when, at any time after PMR either (i) completes a feasibility study for such Subject Mining Claims using a consultant on whom both PMR and Platoro reasonably agree or (ii) is approved for a Plan of Operations with the relevant authorities which plan (a) calls for not less than 500 tons per day of mining or (b) has the approval of Platoro which approval will not be unreasonably withheld so long as it represents substantial mining efforts by PMR. Upon the written request for transfer to PMR of the sole and absolute ownership of some or all the Subject Mining Claims by PMR, time being of the essence, and in no event later than 30 days after the date of notice, Platoro will take all such action as may be required or necessary to transfer the Subject Mining Claims that are subject to a feasibility study or Plan of Operations to PMR, and assure that they are properly and fully filed, registered and recorded in the name of PMR as sole and absolute owner.  Upon the transfer of the Mining Claims to PMR pursuant to this provision, the Mining Claims will become the sole property of PMR, and Platoro will not contest or otherwise seek any ownership interest in the Subject Mining Claims.  Notwithstanding the provisions of Sections 3.1.1 and 3.1.2, from and after the date of request of the transfer of the Subject Mining Clams to PMR, Platoro will have only the right to receive the Gross Royalty in respect of those Subject Mining Claims transferred to PMR as provided in Section 3.1.3 and retain any issuance of shares and prepayments of the Gross Royalty paid as of the date of such notice of transfer.

Immediately following completion of the obligations set forth in Sections 2.4, Platoro shall provide PMR with the following:

complete particulars as to the precise location of the Mining Claims and Subject Mining Claims so located, staked out and recorded;

evidence, satisfactory to PMR and its counsel, acting reasonably, that Sections 2.1 through 2.3, have been complied with and satisfied; and

such information and data in the possession or control of Platoro relating to the Subject Mining Claims, together with such documents in the possession or control of Platoro relating thereto (including without limiting the generality of the foregoing, all maps, file contents, geological, engineering, environmental and metallurgical data and information).

In the event of a breach of this Agreement by PMR, Platoro agrees that it will not have any rights in any of the Subject Mining Claims that have been transferred to PMR, other than those of a general creditor of the company.

COVENANTS OF PMR

PMR covenants and agrees as follows:

It will cause its parent, Pacific Gold, to issue to Platoro 150,000 shares of common stock of Pacific Gold (“Shares”), which shares will be unregistered and “restricted stock” as

that term is defined in Rule 144 under the Securities Act of 1933, such shares to be issued within 15 days of the execution of this Agreement, which shares are being received as an investment and not with a view towards their distribution;

to pay to Platoro the following pre-payments of the Gross Royalty on the dates specified below:

Each of the above specified payments, once paid, shall be non-refundable by Platoro to PMR;

to pay to Platoro a Gross Royalty of 2% during the term of this Agreement, the Gross Royalty payment to be made to Platoro not later than 30 Business Days after receipt of payment for any Valuable Minerals sold by PMR; and

to reimburse or otherwise pay Platoro all yearly claims fees for both US Federal and state entities in respect of the Subject Mining Claims, commencing with the fees due the Bureau of La