Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 10.24






September 1, 2005

AGENCY AGREEMENT

Searchlight Minerals Corp. 
2215 Lucerne Circle

Henderson, NV
89015 USA

Attention:        Mr.
Ian Matheson

Dear Sirs:

          We
understand that Searchlight Minerals Corp. (the “Corporation”) proposes to issue
up to 4,000,000 Units of the Corporation at a subscription price of $0.50 per
unit (“Unit”), each Unit consisting of (i) one common share in the capital of
the Corporation (“Common Share”), (ii) one half of one common share purchase
warrant (“Warrant”), each whole Warrant exercisable into one additional common
share of the Corporation (“Warrant Share”) for a period of nine months from the
Closing Date (defined below) at a price of $1.25 per share, and (iii) one
non-transferable penalty warrant (“Penalty Warrant”) exercisable into one-tenth
of one additional Unit (one whole unit, a “Penalty Unit”) for no additional
consideration, which will be deemed to be exercised on the business day
following the Filing Deadline (defined below) if and only if a registration
statement, to be filed with the U.S. Securities and Exchange Commission pursuant
to this Agency Agreement for the purpose of registering the resale of the Common
Shares, the Warrant Shares, the common shares issuable on exercise of the
Broker’s Warrants (defined below) (“BW Shares”), as well as the common shares,
warrants, and common shares underlying such warrants, all issuable on exercise
of the Penalty Warrants (the “Penalty Shares”, “Underlying Penalty Warrants” and
“Underlying Penalty Warrant Shares” respectively), does not become effective on
or before the date which is four months and one day (the “Filing Deadline”)
after Closing (defined below). The Units will separate at the closing time on
the Closing Date. The Common Shares, Warrants and Penalty Warrants are referred
to hereinafter as the “Offered Securities”.

          As
used herein, the term “Subject Securities” includes the Offered Securities, the
Warrant Shares, the Broker’s Warrants, the BW Shares, the Penalty Warrants, the
Penalty Units, the Penalty Shares, the Underlying Penalty Warrants and the
Underlying Penalty Warrant Shares.

          Subject
to the terms and conditions set forth below, the Corporation hereby appoints
Dominick & Dominick Securities Inc. (“Dominick”) as the Agent (the “Agent”)
of the Corporation in the Selling Jurisdictions (defined below) to solicit, on a
reasonable best efforts basis, offers to purchase the Offered Securities, and
the Agent hereby agrees to act in such capacity. It is understood and agreed
that the Agent is under no obligation to purchase any Offered Securities,
although it may subscribe for and purchase Offered Securities if it so
desires.

          Capitalized
terms in this agreement have the meaning set out in the common share
subscription agreement-- Non-US Residents Only (the “Subscription Agreement”), a
copy of which has been provided to the Agent.

          The
terms and conditions relating to the purchase and sale of the Offered Securities
are as follows:

1




1.          
Units –

The material attributes and characteristics of the Units shall
be substantially as described in the Subscription Agreement.

2.           The
Offering

	 	(a) 	
      Sale on Exempt Basis. The Agent will use its
      reasonable best efforts to arrange for purchasers (the “Purchasers”) for
      the Offered Securities in Ontario, Alberta, and British Columbia (the
      “Selling Jurisdictions”) in connection with the Offering. The sale of the
      Offered Securities to Purchasers in the Selling Jurisdictions is to be
      effected in a manner in each of the Selling Jurisdictions that is in
      compliance with all applicable securities laws and is exempt from the
      prospectus requirements of the securities acts, regulations, rules and
      policies promulgated thereunder. Each Purchaser of the Offered Securities,
      beneficial Purchaser or person or individual forming part of a group
      acting as a Purchaser shall purchase on the basis of one of the exemption
      representations appearing in the Subscription Agreement, and no such trade
      will be made in any manner which requires the Corporation to deliver to
      the Purchaser any document which constitutes an “offering memorandum”
      under any applicable securities laws, other than the Regulation S Offering
      (Non-US Persons) Disclosure Statement dated August 15, 2005 (the
      “Disclosure Statement”).

	 	 	 	 
	 	(b) 	
      Compensation. Subject to regulatory approval, the
      Corporation agrees to pay to the Agent at the Closing Time (as defined
      herein), a corporate finance fee in the amount of US $45,500, an aggregate
      fee (the “Fee”) in cash, equal to 10% of the gross proceeds from the sale
      of the Offered Securities, in consideration of the services to be rendered
      by the Agent in connection with the Offering which services shall
      include:

	 	 	 	 
	 		(i) 	
      acting as Agent of the Corporation to solicit, on a
      reasonable best efforts basis, offers to purchase the Offered
      Securities;

	 	 	 	 
	 		(ii) 	
      assisting in the preparation of the form of Subscription
      Agreements to be entered into by the Corporation and each of the
      Purchasers; and

	 	 	 	 
	 		(iii) 	
      advising the Corporation with respect to the private
      placement of the Offered Securities.



In addition, the Corporation agrees to
issue at Closing, a Broker’s Warrant (the “Broker’s Warrant”), which will be
evidenced by a certificate issued to the Agent (a “Broker’s Warrant
Certificate”) equal to 10% of the aggregate number of Units sold by the Agent,
exercisable into Units of the Corporation at an exercise price of $0.50 per unit
(subject to regulatory approval) for a period ending on the date which is 9
months following the issue and sale of the Offered Securities.

In connection with the acquisition of
the Broker’s Warrant, the Agent represents and warrants to the Corporation as
follows: (i) that the Agent (A) was not offered the Broker’s Warrant in the
United States (B) did not execute or deliver this Agreement and will not
exercise the Broker’s Warrant in the United States; (ii) that the Broker’s
Warrant has not been, and will not be, registered under the U.S. Securities Act
or 

2




applicable state securities laws and
that the Broker’s Warrant may not be exercised in the United States, or for the
account or benefit of a “U.S. person” (as that term is used in Regulation S
under the U.S. Securities Act) in the United States, nor may the Broker’s
Warrant or Broker Warrant Shares issuable upon the exercise of Broker’s Warrant
be offered or sold in the United States, unless the Broker’s Warrant and the
Broker Warrant Shares have been registered under the U.S. Securities Act and the
applicable securities legislation of any such state or an exemption from
registration under the U.S. Securities Act and any applicable state securities
laws is available; (iii) that the Agent is not a “U.S. person” (as that term is
used in Regulation S under the U.S. Securities Act) and (iv) that, until such
time as it is no longer required by U.S. Securities Act, the certificates
representing the Broker’s Warrant shall bear a legend in substantially the
following form:

“THIS WARRANT AND THE SHARES OF
COMMON STOCK ACQUIRABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED
STATES OR BY OR ON BEHALF OF A PERSON IN THE UNITED STATES OR A U.S. PERSON
UNLESS THE WARRANT AND THE UNDERLYING SHARES AND WARRANTS HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH
STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. "UNITED
STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES
ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE ACT.

“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE
DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF: (I) SEPTEMBER 1, 2005 AND
(II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR
TERRITORY”

For greater certainty, the services
provided by the Agent in connection herewith shall not be subject to Goods and
Services Tax provided for in the Excise Tax Act (Canada) and taxable
supplies will be incidental to the exempt financial services provided.

3.          
Representations, Warranties and Covenants of the Agent - The Agent
covenants, represents and warrants to the Corporation that: (i) it will comply
with all applicable securities legislation of the Selling Jurisdictions in
connection with the Offering; (ii) subject to the right of the Agent to solicit
or procure subscriptions for the Offered Securities through a qualified
registrant so as not to require registration thereof or filing of a prospectus
with respect thereto in a jurisdiction other than the Selling Jurisdictions, it
will not solicit or procure subscriptions for the Offered Securities so as to
require registration thereof or filing of a prospectus with respect thereto
under the laws of any jurisdiction other than that of the Selling Jurisdictions;
(iii) it will obtain from each Purchaser an executed Subscription Agreement, as
applicable, and all applicable undertakings and forms required by securities
legislation in the Selling Jurisdictions in a form reasonably acceptable to the
Corporation and to the Agent relating to the transactions herein contemplated;
(iv) it will not advertise the proposed sale of the Offered Securities in
printed public media, radio, television or telecommunications, including
electronic display; (v) it will not provide or make available to prospective
Purchasers any document or material which would 

3




constitute an Offering Memorandum as defined in applicable
securities legislation other than the Disclosure Statement; and (vi) it is
registered under the securities legislation of a jurisdiction of Canada as a
"dealer", other than a limited market dealer registered under the Securities
Act (Ontario).

4.           Representations
and Warranties of the Corporation - The Corporation represents and
warrants to the Agent and acknowledges that the Agent is relying upon such
representations and warranties, as follows:

	 	(a) 	
      the Corporation has been duly incorporated, amalgamated
      or continued and is validly subsisting under the laws of Nevada;

	 	 	 	 
	 	(b) 	
      the Corporation has no active or material Subsidiary, as
      such term is defined in the

	 	 	 	 
	 		
      Securities Act (Ontario);

	 	 	 	 
	 	(c) 	
      with respect to the Corporation, except to the extent
      that any violation or other matter referred to in this subparagraph does
      not have a material adverse effect on the business, financial condition,
      assets, properties, liabilities or operations of the Corporation (the
      “Property”)

	 	 	 	 
	 		(A) 	
      the Corporation is not in violation of any applicable
      federal, state or local laws, regulations, orders, government decrees or
      ordinances with respect to environmental, health or safety matters
      (collectively, “Environmental Laws”);

	 	 	 	 
	 		(B) 	
      the Corporation has operated its business at all times
      and have received, handled, used, stored, treated, shipped and disposed of
      all contaminants without violation of Environmental Laws;

	 	 	 	 
	 		(C) 	
      the Corporation has had no spills, releases, deposits or
      discharges of hazardous or toxic substances, contaminants or wastes into
      the earth, air or into any body of water or any municipal or other sewer
      or drain water systems that have not been remedied;

	 	 	 	 
	 		(D) 	
      no orders, directions or notices have been issued and
      remain outstanding pursuant to any Environmental Laws relating to the
      business or assets of the Corporation;

	 	 	 	 
	 		(E) 	
      the Corporation has not failed to report to the proper
      federal, state, local or other political subdivision, government,
      department, commission, board, bureau, agency or instrumentality, domestic
      or foreign the occurrence of any event which is required to be so reported
      under Environmental Laws;

	 	 	 	 
	 		(F) 	
      the Corporation holds all licenses, permits and approvals
      required under any Environmental Laws in connection with the operation of
      its business and the ownership and use of its assets, all such licenses,
      permits and approvals are in full force and effect, and except for (A)
      notifications and conditions of general application to assets of the type
      owned by the Corporation, and (B) notifications relating to reclamation,
      remediation or similar obligations under Environmental Laws, the
      Corporation has not received any notification pursuant to any
      Environmental Laws that any work, repairs, construction or capital
      expenditures are required to be made by it as a condition of continued
      compliance with any Environmental Laws, or any licence, permit or approval
      issued pursuant thereto,



4




or that any licence, permit or
approval referred to above is about to be reviewed, made subject to limitation
or conditions, revoked, withdrawn or terminated; and

	 	(G) 	
      Except as allowed by law, the Property has not, does not,
      and will not contain any chemical or other substance that is prohibited,
      limited or regulated by law, or that might pose a hazard to health or
      safety (including, but not limited to, asbestos, asbestos-containing
      materials, radon gas, urea formaldehyde foam insulation and
      polychlorinated biphenyls ; or any other substance deemed to be a
      “hazardous material,” “toxic substance,” “hazardous substance,” “hazardous
      waste” or “solid waste (collectively “Hazardous Substances”), by, without
      limiting the generality of the foregoing, the United States Environmental
      Protection Agency or in the Resource Conservation and Recovery Act of
      1976, the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980, the Hazardous Materials Transportation Act, the Clean Air
      Act, the Clean Water Act, the Safe Drinking Water Act, the National
      Environmental Policy Act of 1969, the Superfund Amendment and
      Reauthorization Act of 1986 AND Title III of the Superfund Amendment and
      Rehabilitation Act, Nevada Revised Statutes Chapter 40 and Chapter 459, or
      any and all regulations promulgated under any such law; or any and all
      similar or successor laws.




	 	(d) 	
      the Corporation has all requisite corporate capacity,
      power and authority to carry on its business as now conducted and as
      presently proposed to be conducted by it and to own, lease and operate its
      assets and the Corporation has all requisite corporate power and authority
      to carry out the provisions of this Agreement, the Subscription Agreements
      and to undertake the Offering and all other transactions contemplated
      herein;

	 	 	 
	 	(e) 	
      the authorized capital of the Corporation consists of
      200,000,000 common shares, of which 19,950,000 common shares and no
      preferred shares are issued and outstanding as at the date hereof, all of
      which shares are fully paid and non-assessable;

	 	 	 
	 	(f) 	
      the minutes of the Directors’ and Shareholders’ meetings
      of the Corporation as provided to Agent’s counsel are true and correct and
      contain all the resolutions of the directors and shareholders as of the
      date hereof;

	 	 	 
	 	(g) 	
      other than pursuant to the provisions of this Agreement,
      as of the date of this Agreement, no person, firm, corporation or other
      entity holds any securities convertible or exchangeable into securities of
      the Corporation or now has any agreement, warrant, option, right or
      privilege (whether preemptive or contractual) being or capable of becoming
      an agreement, option or right for the purchase, subscription or issuance
      of any unissued shares, securities (including convertible securities) or
      warrants of the Corporation other than 750,000 outstanding stock options
      issued to directors, officers, employees and key consultants of the
      Corporation under the Corporation’s stock option plan;

	 	 	 
	 	(h) 	
      each of this Agreement, the Subscription Agreements,
      Broker’s Warrants, Warrants and Penalty Warrants (collectively, the
      “Transaction Documents”) have been, or will be, upon execution thereof,
      duly authorized, executed and delivered by the Corporation and constitute,
      or will constitute when executed, a legal, valid and binding obligation of
      the Corporation enforceable in accordance with its terms except that: (i)
      the enforcement thereof may be limited by bankruptcy, insolvency and other
      laws affecting the enforcement of creditors’ rights generally, (ii) rights
      of indemnity, contribution and waiver of contribution thereunder may be
      limited under applicable law; and (iii) equitable remedies,
    including,



5





	 		
      without limitation, specific performance and injunctive
      relief, may be granted only in the discretion of a court of competent
      jurisdiction;

	 	 	 
	 	(i) 	
      the Corporation is not in default or breach of, and the
      execution and delivery of, and the compliance with the terms of, the
      Transaction Documents will not result in a material breach of, and does
      not and will not create a state of facts which, after notice or lapse of
      time or both, will result in a breach of, and does not and will not
      conflict with: (i) any material statute, rule or regulation applicable to
      the Corporation; (ii) any of the terms, conditions or provisions of the
      constating documents or by-laws or resolutions of the Corporation; (iii)
      any material trust indenture, agreement, instrument, lease or other
      document (“Material Contract”) to which the Corporation is a party or by
      which the Corporation is a party or will be contractually bound as of the
      Closing Time; or (iv) any material judgment, decree or order binding on
      the Corporation, or any of its assets;

	 	 	 
	 	(j) 	
      all Material Contracts to which the Corporation is a
      party are in good standing and in full force and effect unamended and no
      material default or breach exists in respect of any of them on the part of
      any of the parties to them and no event has occurred which, after the
      giving of notice or the lapse of time or both would constitute such a
      default or breach and which would have a material adverse effect on the
      Corporation; the foregoing includes all the presently outstanding Material
      Contracts entered into by the Corporation in the course of carrying out
      its operations and all operations related thereto;

	 	 	 
	 	(k) 	
      the audited annual financial statements of the
      Corporation as at and for the year ended December 31, 2004 and the
      unaudited financial statements of the Corporation for the period ending
      March 31, 2005 (collectively, the “Financial Statements”), delivered to
      the Agent (i) are, in all material respects, consistent with the books and
      records of the Corporation on a consolidated basis; (ii) contain and
      reflect all material adjustments for the fair presentation of the
      consolidated results of operations and the financial condition of the
      business of the Corporation for the periods covered thereby in accordance
      with generally accepted accounting principles in the United States,
      consistently applied; and (iii) present fully, fairly and correctly, the
      consolidated material assets and financial condition of the Corporation as
      at the date thereof and the results of operations and the changes in
      financial position for the period then ended;

	 	 	 
	 	(l) 	
      there has not been any material change in the
      consolidated assets, liabilities or obligations (absolute, contingent or
      otherwise) of the Corporation from the position set forth in the Financial
      Statements and there has not been any adverse material change in the
      business, operations, capital or condition (financial or otherwise) or
      results of the operations of the Corporation since June 30, 2005; and
      since that date and except as publicly disclosed, there have been no
      material facts, transactions, events or occurrences which could reasonably
      be expected to materially adversely affect the capital, assets,
      liabilities (absolute, accrued, contingent or otherwise), business,
      operations or condition (financial or otherwise) or results of the
      operations of the Corporation;

	 	 	 
	 	(m) 	
      there are no actions, suits, proceedings or inquiries,
      including, to the best of the Corporation’s knowledge, pending or
      threatened against or affecting the Corporation claiming an amount in
      excess of $50,000 in the aggregate, at law or in equity or before or by
      any federal, provincial, municipal or other governmental department,
      commission, board, bureau, agency or instrumentality which in any way
      could reasonably be expected to materially adversely affect the capital
      assets, liabilities (absolute, accrued, contingent or otherwise),
      business, operations or condition (financial or otherwise) or results of
      the operations of the Corporation (on a consolidated basis) or any of the
      material properties or



6





	 		
      assets of the Corporation and the Corporation has no
      knowledge of any existing ground on which any such suit, proceeding or
      inquiry might be commenced with any reasonable likelihood of
    success;

	 	 	 
	 	(n) 	
      the Corporation and any predecessor corporation have
      filed all necessary tax returns and notices required to be filed by them
      and the Corporation is not aware of any tax deficiencies or interest or
      penalties accrued or accruing, or alleged to be accrued or accruing,
      thereon with respect to itself where, in any of the above cases, it could
      reasonably be expected to result in any material adverse change in the
      capital, assets, liabilities (absolute, accrued, contingent or otherwise),
      business, operations or condition (financial or otherwise), prospects or
      results of operations of the Corporation (on a consolidated
  basis);

	 	 	 
	 	(o) 	
      no order ceasing or suspending trading in securities of
      the Corporation or prohibiting the sale of securities by the Corporation
      has been issued that remains outstanding and, to its knowledge, no
      proceedings for this purpose have been instituted, are pending,
      contemplated or threatened by any securities commission or self-regulatory
      organization, the Corporation is not in default of any material
      requirement of any applicable securities legislation and, the Corporation
      is entitled to avail itself of the applicable prospectus exemptions
      available under such securities legislation in respect of the trades in
      its securities to Subscribers as contemplated in this Agreement;

	 	 	 
	 	(p) 	
      the Corporation has no reason to believe that the
      Engineering Report by Arrakis, Inc. and Richard T. Hewlett dated May 24,
      2005, have been prepared other than in accordance with industry standards
      required by state and federal law;

	 	 	 
	 	(q) 	
      the Corporation has not, directly or indirectly, declared
      or paid any dividend or declared or made any other distribution on any of
      its securities of any class, or, directly or indirectly, redeemed,
      purchased or otherwise acquired any of its securities or agreed to do any
      of the foregoing;

	 	 	 
	 	(r) 	
      the representations, warranties and covenants made by the
      Corporation in the Subscription Agreements are, or will be, true and
      correct as of the date at which it are made and on the Closing
  Date;

	 	 	 
	 	(s) 	
      the Corporation has full corporate power and authority to
      issue the Subject Securities on the applicable Closing Date, the Offered
      Securities will be duly and validly authorized, allotted and issued as
      fully paid and non-assessable, and the Penalty Warrants and Broker’s
      Warrant will be validly authorized and issued;

	 	 	 
	 	(t) 	
      the Corporation has sufficiently provided for an adequate
      reserve related to present or future abandonment and related
  costs;

	 	 	 
	 	(u) 	
      the information and statements filed with the applicable
      securities regulators as at the date hereof, relating to the Corporation
      are true, correct, and complete and do not contain any misrepresentation,
      as of the respective dates of such information or statements, and no
      material change has occurred in relation to the Corporation which is not
      disclosed in the documents filed with the applicable securities
      regulators, and the Corporation has not filed any confidential material
      change reports which continue to be confidential;

	 	 	 
	 	(v) 	
      the Corporation is a “reporting company”, being an issuer
      that has a class of securities registered under Section 12(b) or Section
      12(g) of the Securities Exchange Act of 1934 or is required to file
      reports under Section 13(a) or 15(d) of the Securities Exchange Act of
      1934



7





	 		
      not in default of applicable securities legislation, and
      is not, to the best of its knowledge, in material default of securities
      legislation or subject to any cease trade order or other restriction on
      the transfer of its securities;

	 	 	 
	 	(w) 	
      Pacific Stock Transfer Company at its principal office in
      500 E. Warm Springs, Suite 240, Las Vegas, Nevada 89119, is the duly
      appointed registrar and transfer agent of the Corporation with respect to
      the common shares;

	 	 	 
	 	(x) 	
      to the knowledge of the Corporation, no insider of the
      Corporation has a present intention to sell any securities of the
      Corporation held by it;

	 	 	 
	 	(y) 	
      any and all operations of the Corporation have been
      conducted in accordance with good industry practices and in material
      compliance with applicable laws, rules, regulations, orders and directions
      of government and other competent authorities;

	 	 	 
	 	(z) 	
      subject to the rights granted to it under the various
      option agreements referred to in the Corporation’s public filings and the
      Disclosure Statement, the Corporation has all right, title and interest to
      all of its properties, all of the resources on its properties including
      the irrevocable right to produce and sell all material resources extracted
      from its properties (for the purpose of this clause, the foregoing is
      referred to as the “Interest”), subject always to applicable laws and
      regulation, and does represent and warrant that, other than liens arising
      in the ordinary course of business, (i) the Corporation has not alienated
      or encumbered the Interest or any part or portion thereof; (ii) the
      Corporation has not committed and is not aware of there have been
      committed any act or omission whereby the Interest or any part or portion
      thereof may be cancelled, terminated or otherwise impacted; and (iii) the
      Interest is now free and clear of all liens, conversion rights,
      encumbrances and other claims of third parties whatsoever;

	 	 	 
	 	(aa) 	
      the Corporation has caused its employees and consultants,
      on an ongoing basis, in connection with the day-to-day operation of its
      business, to review all documents, correspondence and other material
      relating to its properties;

	 	 	 
	 	(bb) 	
      other than the Agent, there is no person, firm or company
      acting or purporting to act at the request of the Corporation, who is
      entitled to any brokerage or finder’s fee in connection with the
      transactions contemplated herein and in the event that any person, firm or
      company acting or purporting to act for the Corporation at the request of
      the Corporation establishes a claim for any fee from the Agent, the
      Corporation covenants to indemnify and hold harmless the Agent with
      respect thereto and with respect to all costs reasonably incurred in the
      defence thereof;

	 	 	 
	 	(cc) 	
      there is not, in the bylaws or articles of the
      Corporation or in any agreement, mortgage, note, debenture, indenture or
      other instrument or document to which the Corporation is a party, any
      restriction upon or impediment to the declaration or payment of dividends
      by the directors of the Corporation or the payment of dividends by the
      Corporation to the holders of its common shares;

	 	 	 
	 	(dd) 	
      the Corporation has not withheld, and will not withhold
      from the Agent, any facts relating to the Corporation or to the offering
      of the Offered Securities that would reasonably be considered material to
      a prospective purchaser of the Offered Securities;

	 	 	 
	 	(ee) 	
      the Disclosure Statement, delivered to the Agent,
      together with the documents incorporated therein by reference, constitutes
      full, true and plain disclosure of all material facts related
  to



8





	 		
      the Company’s business, business prospects and risk
      factors, and does not contain any misrepresentation; and

	 	 	 
	 	(ff) 	
      the Due Diligence Session Responses provided at the
      Pre-Closing Due Diligence Session were true and correct in all material
      respects as at the time such responses were given and will remain so as at
      the Closing Time. “Due Diligence Session Responses” means the responses of
      the Company at the Pre-Closing Due Diligence Session excluding the portion
      of such responses which are forward-looking or relate to projections or
      forecasts. “Pre- Closing Due Diligence Session” means the oral due
      diligence sessions held prior to closing of the Offering, for which the
      Agent and Agent’s counsel distributed a list of written questions to be
      answered at such due diligence session (which list may be augmented by
      additional questions posed at a due diligence session) by the Company’s
      senior management, auditors, independent engineers and other experts as
      requested by the Agent.



5.          
Covenants of the Corporation - The Corporation further agrees to
do as follows:

	 	(a) 	
      the covenants made by the Corporation in the Subscription
      Agreements will be complied with fully;

	 	 	 
	 	(b) 	
      permit the Agent and its counsel to participate fully in
      the preparation of the Transaction Documents and allow the Agent and its
      counsel to conduct all due diligence which the Agent may reasonably
      require;

	 	 	 
	 	(c) 	
      forthwith after the Closing (as hereinafter defined),
      file such documents as may be required under the applicable securities
      laws of the Selling Jurisdictions relating to the private placement of the
      Units which, without limiting the generality of the foregoing, shall
      include a Form 45-501F1 in Ontario and Form 45-103F4 in Alberta and
      British Columbia;

	 	 	 
	 	(d) 	
      complete the distribution of the Offered Securities in
      compliance with the requirements of applicable securities legislation in
      the Selling Jurisdictions;

	 	 	 
	 	(e) 	
      to use its best efforts to maintain its status as a
      reporting company not in default of applicable securities laws, in all
      jurisdictions where it is presently a reporting company, and as a
      corporation in good standing under applicable corporate laws, until
      December 31, 2006 provided that the foregoing shall not restrict the
      ability of the Corporation to complete a merger, sale, acquisition or
      other similar transaction, one of the results of which is that the
      Corporation ceases to be a reporting issuer in any or all of such
      jurisdictions;

	 	 	 
	 	(f) 	
      to use its best efforts to file with the US Securities
      and Exchange Commission a registration statement on Form SB-2 registering
      for resale at the option of the subscribers of the Units, the common stock
      underlying the Units (the “Registration Statement”) and have the
      registration statement declared effective within 120 days of the Closing
      of the Offering;

	 	 	 
	 	(g) 	
      Prior to commencing any operations, Searchlight Minerals
      Corp. will obtain all necessary permits and post all reclamation and
      surety bonds required by the Federal Surface Management Regulations
      promulgated by the Department of the Interior, and the reclamation and
      permitting regulations promulgated by the Nevada Division of Environmental
      Protection, Bureau of Mining Regulation and Regulation, Nevada
      Administrative Code, or any and all similar or successor
    regulations.



9




6.           Conditions
of Closing - The purchase and sale of the Offered Securities shall be
subject to the following conditions, which conditions may be waived in writing
in whole or in part by the party entitled to the benefit thereto:

	 	(a) 	
      the Corporation and the Agent having complied fully with
      all applicable securities laws, regulations, rules and policies
      promulgated thereunder required to be complied with prior to the Closing
      Time in connection with the Offering;

	 	 	 	 	 
	 	(b) 	
      the Agent, having received an opinion of counsel to the
      Corporation in a form satisfactory to the Agent, acting reasonably, with
      respect to such matters as the Agent may reasonably request relating to
      the Offering of the Offered Securities and the Subject Securities
      including, without limitation, that:

	 	 	 	 	 
	 		(i) 	
      the Corporation has been duly incorporated, amalgamated
      or continued and are validly subsisting and have all requisite corporate
      power and authority to carry on its business as now conducted by it and to
      own its properties and assets and the Corporation is registered (where
      such registration is required) to carry on its business under the laws of
      each jurisdiction in which it carries on its business, as now conducted by
      it, and to own its properties and assets;

	 	 	 	 	 
	 		(ii) 	
      the Corporation has full corporate power and authority to
      enter into the Transaction Documents and to perform its obligations set
      out herein and therein, and the Transaction Documents have been duly
      authorized, executed and delivered by the Corporation and constitute
      legal, valid and binding obligations of the Corporation enforceable
      against the Corporation in accordance with its respective terms, subject
      to the qualification that such validity, binding effect and enforceability
      may be limited by:

	 	 	 	 	 
	 			a. 	
      applicable bankruptcy, insolvency, moratorium,
      reorganization or other laws affecting creditors’ rights
  generally;

	 	 	 	 	 
	 			b. 	
      equitable remedies, including, the remedies of specific
      performance and injunctive relief, being available only in the discretion
      of the applicable courts;

	 	 	 	 	 
	 			c. 	
      the statutory and inherent powers of a court to grant
      relief from forfeiture, to stay execution of proceedings before it and to
      stay execution on judgments;

	 	 	 	 	 
	 			d. 	
      the applicable laws regarding limitations of
    actions;

	 	 	 	 	 
	 			e. 	
      enforceability of provisions which purport to sever any
      provision which is prohibited or unenforceable under applicable law
      without affecting the enforceability or validity of the remainder of such
      document, as would be determined only in the discretion of the
    courts;

	 	 	 	 	 
	 			f. 	
      enforceability of the provisions exculpating a party from
      liability or duty otherwise owed by it may be limited under applicable
      law; and

	 	 	 	 	 
	 			g. 	
      that rights to indemnify, contribution and waiver under
      this Agreement may be limited or unavailable under applicable
  law.



10





	 	(iii) 	
      the execution and delivery of the Transaction Documents
      and the fulfillment of the terms thereof by the Corporation, and the
      performance of and compliance with the terms of the Transaction Documents
      by the Corporation do not and will not result in a breach of, or
      constitute a default under, and do not and will not create a state of
      facts which, after notice or lapse of time or both, will result in a
      breach of or constitute a default under, any applicable laws which are
      material to the Corporation, or any term or provision of the articles,
      by-laws or any mortgage, note, indenture, contract, agreement, instrument,
      lease or other document to which the Corporation is a party or by which it
      are bound on the Closing Date, of which such counsel is aware, or any
      judgment, decree, order, statute, rule or regulation applicable to the
      Corporation, of which such counsel is aware, which default or breach might
      reasonably be expected to materially adversely affect the capital, assets,
      liabilities (absolute, contingent or otherwise), business, operation or
      condition (financial or otherwise) prospects or results of the operation
      of the Corporation (on a consolidated basis);

	 	 	 
	 	(iv) 	
      the certificates representing the Offered Securities have
      been approved and adopted by the directors of the Corporation and comply
      with all legal requirements relating thereto;

	 	 	 
	 	(v) 	
      the issuance and distribution of the Offered Securities
      by the Corporation to the purchasers and Broker’s Warrant to the Agent is
      exempt from the prospectus and registration requirements of the Selling
      Jurisdictions and no documents are required to be filed (other than
      specified forms accompanied by requisite filing fees), or proceedings to
      be taken or approvals, permits, consents or authorizations to be obtained
      in any of the Selling Jurisdictions to permit such issuance and
      distribution of the Offered Securities, other than first trade and re-sale
      restrictions;




	 	(vi) 	
      the authorized and issued capital of the Corporation,
      and, in addition to the foregoing, a favourable opinion of counsel to the
      Corporation in a form satisfactory to the Agent, acting reasonably,
      regarding:




	 	a. 	
      compliance with all applicable securities legislation
      including, without limitation, the receipt of all necessary regulatory
      approvals (including, without limitation, the conditional approval of
      regulatory authorities) relating to the distribution of the Subject
      Securities;

	 	 	 
	 	b. 	
      the first trade in the Subject Securities and the nature
      and duration of re- sale restrictions applicable thereto;

	 	 	 
	 	c. 	
      the common shares being listed and posted for trading;
      and




	 	d. 	
      as to all other legal matters relating to the creation,
      issuance, sale and delivery of the Subject Securities as Agent’s counsel
      may reasonably request.




	 	(vii) 	
      the Corporation’s Interest has been created under
      agreements that are legally binding and enforceable in accordance with
      their terms.



11




          It
is understood that the respective counsel may rely on the opinions of local
counsel acceptable to them as to matters governed by the laws of the Selling
Jurisdictions and on certificates of officers of the Corporation. It is further
understood that Agent’s counsel may rely on the opinion of the Corporation's
counsel as to matters which specifically relate to the Corporation and the
issuance of the Offered Securities; 

	 	(c) 	
      the Agent having received a certificate of the
      Corporation dated the Closing Date, addressed to the Agent and signed on
      the Corporation’s behalf by its President, Chief Executive Officer or
      Chief Financial Officer certifying that:

	 	 	 	 
	 		(i) 	
      the Corporation has complied with and satisfied all terms
      and conditions of this Agreement and the Subscription Agreements on its
      part to be complied with or satisfied at or prior to the Closing Time, and
      where applicable, other than those which have been waived by the
    Agent;

	 	 	 	 
	 		(ii) 	
      the representations and warranties of the Corporation set
      forth in this Agreement and, where applicable, the Subscription Agreements
      are true and correct at the Closing Time, as if made at such
  time;

	 	 	 	 
	 		(iii) 	
      no event of a nature referred to in subparagraphs 12(b),
      (c), (e), (f) or (g) has occurred or to the knowledge of such officer is
      pending, contemplated or threatened;

	 	 	 	 
	 		(iv) 	
      the Corporation has made and/or obtained, on or prior to
      the Closing Time, all necessary filings, approvals, consents and
      acceptances of applicable regulatory authorities and under any applicable
      agreement or document to which the Corporation is a party or by which it
      is bound in respect of the execution and delivery of this agreement and
      the Subscription Agreements, the offering and sale of the Offered
      Securities, the issuance of the Broker’s Warrant and the consummation of
      the other transactions contemplated hereby, and

	 	 	 	 
	 		(v) 	
      such other matters as may be reasonably requested by the
      Agent or Agent’s Counsel;




	 	(d) 	
      evidence satisfactory to the Agent that the Corporation
      has obtained all necessary regulatory approvals for the issuance of the
      Subject Securities, subject only to the filing of any documents and
      payment of any fees which may be required;

	 	 	 
	 	(e) 	
      definitive certificates representing the Subject
      Securities registered in such name or names as the Agent shall notify the
      Corporation in writing of not less than 48 hours prior to the Closing Time
      (or such shorter time as the Corporation may agree to) and provided such
      certificates registered in such names may, subject to receipt by the
      Corporation of a satisfactory indemnity, be delivered in advance of the
      Closing Date to the Agent or such other parties in such locations as the
      Agent may direct and the Agent and the Corporation may agree
  upon;

	 	 	 
	 	(f) 	
      payment of the Agent’s compensation provided for in
      section 2(b);

	 	 	 
	 	(g) 	
      the Corporation having received duly completed and
      executed Subscription Agreements including any applicable
  Exhibits;



12





	 	(h) 	
      the Corporation having received the aggregate
      subscription price in respect of the Offered Securities so subscribed for;
      and

	 	 	 
	 	(i) 	
      the Corporation having filed a Schedule 14-F, confirming
      the appointment of the directors of the Corporation, which shall include
      at least two independent directors, one of whom shall be financially
      literate.



7.          
Closing -The purchase and sale of the Offered Securities (the
“Closing”) shall be completed in one or more closings at the offices of
Stikeman, Graham, Keeley & Spiegel LLP in Toronto, Ontario, the first of
which shall be at 10:00 a.m. (Toronto time) (the “Closing Time”) on September 1,
2005 and/or such later dates as the Corporation and the Agent may agree, but in
any event not later than September 15, 2005, and each of such dates, shall be
referred to as a “Closing Date”.

          At
the Closing Time, the Corporation shall deliver to the Agent on behalf of the
Purchasers certificates representing the Offered Securities duly registered as
the Agent may direct against delivery to the Corporation by the Agent of duly
executed Subscription Agreements, related undertakings and declarations required
by applicable regulatory authorities and payment of the purchase price with
respect to the proceeds of the Offering. At Closing, the Corporation will
deliver a cheque or cheques to the Agent in payment of Agent’s commissions and
the legal fees and expenses of Agent’s counsel. For greater certainty, the
payment of the Fee, legal fees and expenses payable hereunder will be paid out
of general working capital.

8.           Expenses
- Whether or not Closing occurs, the Corporation shall pay all
reasonable costs, fees and expenses of or incidental to the performance of the
obligations under this Agreement including, without limitation: (i) the cost
related to issuing the Subject Securities in the Selling Jurisdictions; (ii) the
cost of registration, countersignature and delivery of the Subject Securities;
(iii) the reasonable fees and expenses of the Corporation' s auditors,
independent engineers and counsel; (iv) the reasonable legal fees of Ontario
counsel employed by the Agent (exclusive of GST and reasonable disbursements);
and (v) the reasonable costs and expenses of the Agent. Such amounts payable to
the Agent shall be paid by the Corporation at the Closing Time to the Agent in
respect of reasonable expenses and fees incurred to such date and in respect of
expenses and fees incurred after the Closing Time, or within three business days
of the Agent providing notice of its right to terminate this agreement pursuant
to Section 11 hereof.

9.      Material Changes
- If after the date hereof until the Closing Date:

	 	(a) 	
      there occurs any material change or material changes
      (actual, proposed or prospective) in respect of the Corporation;

	 	 	 
	 	(b) 	
      there occurs any change in any material fact in respect
      of the Corporation;



that would require the issuance of a material change report
and/or news release pursuant to the securities laws of the Selling
Jurisdictions,

the Corporation shall:

	 	(i) 	
      promptly notify the Agent, in writing, providing full
      particulars of any such change;

	 	 	 
	 	(ii) 	
      file or cause to be filed with reasonable promptness, and
      in any event within any statutory limitation period therefor, any document
      required to be filed with any



13




regulatory body having jurisdiction
and comply with all requirements of any applicable securities legislation of
such jurisdiction, to qualify the distribution of the Subject Securities.

          The
Corporation shall in good faith discuss with the Agent any change in
circumstances (actual, proposed or prospective) in respect of which there is
reasonable doubt whether written notice should be given to the Agent pursuant to
this section and shall consult the Agent with respect to the form and content of
any document required to be filed pursuant to this paragraph.

          In
this Agreement, the terms “material change”, “material fact”,
“misrepresentation” and “distribution” include the respective meanings ascribed
thereto in the Securities Act (Ontario).

10.          
Indemnities - The Corporation hereby covenants and agrees to
protect, indemnify and hold harmless the Agent and/or any of its respective
affiliates and each of the directors, officers, employees, partners, counsel and
agents of the Agent (hereinafter referred to as the "Personnel") harmless from
and against any and all expenses, losses (other than loss of profits), claims,
actions, damages or liabilities, whether joint or several (including the
aggregate amount paid in reasonable settlement of any actions, suits,
proceedings, or claims), and the reasonable fees and expenses of its counsel
that may be incurred in advising with respect to and/or defending any claim that
may be made against the Agent and/or Personnel, to which the Agent and/or the
Personnel may become subject or otherwise involved in any capacity under any
statute or common law or otherwise insofar as such expenses, losses, claims,
damages, liabilities or actions arise out of or are based, directly or
indirectly, upon the performance of professional services rendered to the
Corporation by the Agent and the Personnel hereunder or otherwise in connection
with the matters referred to in this Agreement, provided, however, that this
indemnity shall not apply to the extent that a court of competent jurisdiction
in a final judgment that has become non-appealable shall determine that:

	 	(i) 	
      the Agent and/or the Personnel have been grossly
      negligent or dishonest or have committed any fraudulent act in the course
      of such performance;

	 	 	 
	 	(ii) 	
      the expenses, losses, claims, damages or liabilities, as
      to which indemnification is claimed, resulted from the gross negligence,
      dishonesty or fraud referred to in (i); or

	 	 	 
	 	(iii) 	
      in the event that the Agent breaches any material
      provision of this Agreement or material applicable
law.



          The
Corporation agrees that in case any legal proceeding shall be brought against
the Corporation and/or the Agent by any governmental commission of regulatory
authority or any stock exchange or other entity having regulatory authority,
either domestic or foreign, and/or should the Corporation and/or the Agent
and/or any Personnel of the Agent be investigated or required to testify in
connection therewith or required to respond to procedures designed to discover
information regarding or in connection with, or by reason of the performance of
professional services rendered to the Corporation by the Agent, the Agent shall
have the right to employ its own counsel in connection therewith, and other than
the occurrence of any of the events itemized in (i), (ii) and (iii) above, the
reasonable fees and expenses of such counsel as well as the reasonable costs
(including an amount to reimburse the Agent for time spent by the Personnel in
connection therewith) and out of pocket expenses incurred by the Personnel in
connection therewith shall be paid by the Corporation as it occur.

          Promptly
after receipt of notice of the commencement of any legal proceeding against the
Agent or any of the Personnel or after receipt of notice of the commencement of
any investigation, which is 

14




based, directly or indirectly upon any matter in respect of
which indemnification may be sought from the Corporation, the Agent will notify
the Corporation in writing of the commencement thereof and, throughout the
course thereof, will provide copies of all relevant documentation to the
Corporation, will keep the Corporation advised of the progress thereof and will
discuss with the Corporation all significant actions proposed. No admission of
liability and no settlement of any proceeding or claim shall be made without the
consent of the Corporation and the Agent, such consent not to be unreasonably
withheld.

          The
indemnity and contribution obligations of the Corporation shall be in addition
to any liability which the Corporation may otherwise have, shall extend upon the
same terms and conditions to the Personnel of the Agent and shall be binding
upon and enure to the benefit of any successors, assigns, heirs and personal
representatives of the Corporation, the Agent and any of the Personnel of the
Agent. The foregoing provisions shall survive the completion of professional
services rendered under this Agreement.

11.          
Contribution - If for any reason (other than the occurrence of any
of the events itemized in Section 9(i), (ii) and (iii) above), the foregoing
indemnification is unavailable to the Agent and/or any of the Personnel or
insufficient to hold any or all of them harmless, then the Corporation shall
contribute to the amount paid or payable by the Agent and/or any of the
Personnel as a result of such expense, loss, claim, damage or liability in such
proportion as is appropriate to reflect not only the relative benefits received
by the Corporation on the one hand and the Agent on the other hand but also the
relative fault of the Corporation and the Agent and/or any of the Personnel as
well as any relevant equitable considerations provided that the Corporation
shall in any event contribute to the amount paid or payable by the Agent and/or
any of the Personnel as a result of such expense, loss, claim, damage or
liability and any excess of such amount over the amount of the fees received by
the Agent hereunder pursuant to this Agreement. Any party entitled to
contribution will, promptly after receiving notice of commencement of any claim,
action, suit or proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this section,
notify such party or parties from whom contribution may be sought. In no case
shall such party from whom contribution may be sought be liable under this
Agreement unless such notice shall have been provided, but the omission to so
notify such party shall not relieve the party from whom contribution may be
sought from any other obligation it may have otherwise than under this section
except and only to the extent that the failure to notify such party materially
prejudices its ability to defend against such claim. The right to contribution
provided in this section shall be in addition to and not in derogation of any
other right to contribution which the Agent and/or any of the Personnel or the
Corporation may have by statute or otherwise by law.

12.          
Termination Rights - In addition to any other remedies which may
be available to the Agent, the Agent shall be entitled to terminate and cancel,
without any liability on its part, all of its obligations under this Agreement
and the obligations of any person whom the Agent has solicited to purchase the
Offered Securities, who has executed a Subscription Agreement, by notice in
writing to that effect delivered to the Corporation prior to the Closing Time
if:

	 	(a) 	
      the Agent is not satisfied in its sole discretion, acting
      reasonably, with the results of all or any portion of its due diligence
      review and investigations of the Corporation;

	 	 	 
	 	(b) 	
      there is in the sole opinion of the Agent, acting
      reasonably, a material change or change in material fact or new material
      fact or an undisclosed material fact or material change which might be
      expected to have a material adverse effect on the business, affairs,
      profitability or prospects of the Corporation on a consolidated basis or
      on the market price or value of the Offered
Securities;



15





	 	(c) 	
      there should develop, occur or come into effect any
      occurrence of national or international consequence, or any action, law or
      regulation, inquiry, or other occurrence of any nature whatsoever which,
      in the sole opinion of the Agent acting reasonably, seriously affects, or
      may seriously affect, the financial markets or the business of the
      Corporation, or the market price or value of the Offered Securities or
      other securities of the Corporation;

	 	 	 
	 	(d) 	
      the state of the financial markets is such that in the
      sole opinion of the Agent, acting reasonably, it would be unprofitable to
      offer or continue to offer the Offered Securities for sale;

	 	 	 
	 	(e) 	
      there is an inquiry, action, suit, proceeding or
      investigation (whether formal or informal instituted or announced or
      threatened) in relation to the Corporation, or any one of the
      Corporation's directors, officers or principal shareholders which in the
      opinion of the Agent, acting reasonably, operates to prevent the
      distribution of the Subject Securities;

	 	 	 
	 	(f) 	
      any order to cease trading in the securities of the
      Corporation is made, threatened or announced by a competent securities
      regulatory authority; or

	 	 	 
	 	(g) 	
      the Corporation is in breach of a material term,
      condition, or covenant of this Agreement, the Subscription Agreements or
      any material representation or warranty given by the Corporation in this
      Agreement is or becomes false.



          If
the Agent terminates this Agreement pursuant to this section there shall be no
further liability on the part of the Agent or of the Corporation to the Agent
except in respect of any liability which may have arisen or may thereafter arise
under sections 9, 10 or 12 hereof.

          The
right of the Agent to terminate its obligations under this Agreement is in
addition to such other remedies as it may have in respect of any default, act or
failure to act of the Corporation in respect of any of the matters contemplated
by this Agreement.

13.           Breach
of Agreement - All terms and conditions of this Agreement to be
performed or satisfied by the Corporation shall be constituted as conditions and
any breach of, or failure by the Corporation to comply with, any term or
condition of this Agreement shall entitle the Agent, acting reasonably, on
behalf of the Purchasers of the Offered Securities, to terminate its respective
obligations to purchase the Offered Securities by notice to that effect given to
the Corporation prior to the Closing Time. In the event of any such termination,
there shall be no further liability on the part of the Corporation or the Agent
except in respect of any liability which may have arisen or may thereafter arise
under sections 9, 10 or 12 hereof. The Agent may waive, in whole or in part, or
extend the time for compliance with, any terms and conditions without prejudice
to its rights in respect of any other terms and conditions or any other or
subsequent breach or non-compliance provided, however, that any waiver or
extension must be in writing and signed by the Agent in order to be binding upon
it.

14.           Right
of First Refusal – If the Offering is completed, the Corporation shall
grant a right of first refusal (the “Right of First Refusal”) to the Agent to
act as underwriter or agent in respect of any subsequent public offering or
private placement of equity in Canada (or, with respect to an offering in the
United States, provided at the time Dominick is registered under the laws of the
United States as a broker-dealer) by the Corporation, or any of its subsidiaries
or affiliates for a period of eighteen (18) months from Closing (the “Right of
First Refusal Term”), subject to the Agent and the Corporation, acting
reasonably, agreeing on the terms and conditions thereof.

16




The Agent acknowledges that the Corporation has granted an
identical right of first refusal to Clarion Finanz AG (“Clarion”) to act as
underwriter or agent in respect of any subsequent public offering or private
placement of equity in Canada or the United States by the Corporation during the
Right of First Refusal Term, and agrees if it and Clarion both elect to exercise
their right of first refusal during the Right of First Refusal Term in respect
of any subsequent public offering or private placement of equity in Canada or
the United States by the Corporation, to act as co-agent or co-underwriter on a
50/50 basis with Clarion (or such other proportion as may be agreed by Clarion
and the Agent).

15.          
Notices - Any notice under this Agreement shall be given in
writing and either delivered or telecopied to the party to receive such notice
at the address or telecopy numbers indicated below:

to the Corporation:

Searchlight Minerals Corp. 
2215
Lucerne Circle 
Henderson, NV
89015 USA

Attention: Mr. Ian Matheson Fax: (702)
451-4939 

with a copy to:

O’Neill Law Group PLLC 
435 Martin
Street, Suite 1010 
Blaine, WA 98230

Fax: (360) 332-2291

Attention: Mr. Stephen F.X.
O’Neill

to the Agent:

Dominick & Dominick Securities
Inc. 
150 York Street, Suite 1716 
Toronto, Ontario 
M5H 3S5

Attention: Mr. Robert F. Rose 

Fax: (416) 363-3316 

with a copy to:

Stikeman, Graham, Keeley & Spiegel
  LLP 

  220 Bay Street, Suite 700 

  Toronto, Ontario 

  M5J 2W4

Attention: Mr. Robert Spiegel

Fax: (416) 365-1813

17




or such other address or telecopy number as such party may
hereafter designate by notice in writing to the other party. If a notice is
delivered, it shall be effective from the date of delivery; and if such notice
is telecopied (with receipt confirmed), it shall be effective on the business
day following the date such notice is telecopied.

16.          
Survival - All representations, warranties, and agreements of the
Corporation contained herein or contained in any document submitted pursuant to
this Agreement or in connection with the purchase of the Offered Securities
shall survive the purchase of the Offered Securities by the Purchasers and shall
continue in full force and effect unaffected by any subsequent disposition of
the Offered Securities, for a period of one year from the Closing, and the Agent
shall not be limited or prejudiced by any investigation made by or on behalf of
the Agent in the course of the distribution of the Offered Securities.

17.           Entire
Agreement - The provisions herein contained, including, but not limited
to, Exhibit A hereto and all representations and warranties incorporated herein
by reference, constitute the entire agreement between the parties hereto and
supersede all previous communications, representations, understandings and
agreements between the parties with respect to the subject matter hereof,
whether verbal or written.

18.          
Counterparts - This Agreement may be executed in any number of
counterparts and by fax all of which when taken together shall be deemed to be
one and the same document and not withstanding its actual date of execution
shall be deemed to be dated as of the date first above written.

19.           General
- The Agreement shall be governed by and interpreted in accordance with
the laws of the State of Nevada and time shall be of the essence hereof.

20.          
Currency - Unless otherwise indicated, all dollar amounts referred
to in this Agreement are in lawful money of the United States of America.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

18




          If
the above is in accordance with your understanding, please sign and return to
the Agent a copy of this letter, whereupon this letter and your acceptance shall
constitute a binding agreement between the Corporation and the Agent.

	 	 	DOMINICK & DOMINICK SECURITIES INC.
    
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Per: 	/s/ signed


The above offer is hereby accepted and agreed to as of the date
first above written.

	 	 	SEARCHLIGHT MINERALS CORP. 
	 	 	  
	 	 	  
	 	 	  
	 	 	  
	 	Per: 	/s/
      Ian Matheson
	 	 	Chief Executive Officer 


19