THE
SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES TO BE ISSUED UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. THIS WARRANT MAY ONLY BE
EXERCISED BY A PERSON WHO QUALIFIES AS AN “ACCREDITED INVESTOR” PURSUANT TO RULE
501 OF REGULATION D OF THE ACT.

     

    SEARCHLIGHT
MINERALS CORP.

    A
NEVADA CORPORATION

     

    COMMON
STOCK PURCHASE

    WARRANT
CERTIFICATE NUMBER 2008-02-032-001

     

    February
7, 2008

     

    1.           Issuance

     

    THIS IS TO CERTIFY THAT, for
value received, «NAME_OF_SUBSCRIBER_»
of «Address_of_Subscriber»
(the “Holder”), shall have the right to purchase from SEARCHLIGHT MINERALS CORP., a
Nevada corporation (the “Corporation”), «No_of_Warrants» fully paid and
non-assessable shares of the Corporation’s common stock (the “Common Stock”),
subject to further adjustment as set forth in Section 6 hereof, at any time
until 5:00 P.M., Pacific time, on November 12, 2012 (the “Expiration Date”)
at an exercise price of $1.85
per share (the "Exercise Price").

     

    2.           Exercise of
Warrants

     

    This
Warrant is exercisable in whole or in partial allotments of no less than 1,000
shares at the Exercise Price per share of Common Stock payable hereunder,
payable in cash or by certified or official bank check. Upon surrender of this
Warrant Certificate with the annexed Notice of Exercise Form duly executed,
together with payment of the Exercise Price for the shares of Common Stock
purchased, the Holder shall be entitled to receive a certificate or certificates
for the shares of Common Stock so purchased.

     

    3.           Reservation of
Shares

     

    The
Corporation hereby agrees that at all times during the term of this Warrant
there shall be reserved for issuance upon exercise of this Warrant such number
of shares of Common Stock as shall be required for issuance upon exercise of
this Warrant (the “Warrant Shares”).

     

    4.           Mutilation or Loss of
Warrant

     

    Upon
receipt by the Corporation of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) receipt of reasonably satisfactory indemnification, and (in the
case of mutilation) upon surrender and cancellation of this Warrant, the
Corporation will execute and deliver a new Warrant of like tenor and date and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become
void.

     

    
      
         

      

      
         

        
          

        

      

      
        
           

        

      

    

     

    
      
        
          
            
              	
                      Searchlight
      Minerals Corp.

                    	
                      2

                    	
                       

                    
	
                      Common
      Stock Purchase

                    	 	 
	
                      Warrant
      Certificate No. <<Cert_No>>

                    	 	 


            

          

        

      

    

     

     

    
      5.            Rights of the
Holder

    

     

    The
Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Corporation, either at law or equity, and the rights of the Holder are
limited to those expressed in this Warrant and are not enforceable against the
Corporation except to the extent set forth herein.

     

    6.            Protection Against
Dilution.

     

    The
Exercise Price and the number of shares which can be purchased by the Holder
upon the exercise of this Warrant shall be subject to adjustment in the events
and in the manner following:

     

    
      	
               
      

            	
              (1)

            	
              If
      and whenever the shares at any time outstanding shall be subdivided into a
      greater number or consolidated into a lesser number of shares, the
      Exercise Price shall be decreased or increased proportionately as the case
      may be; upon any such subdivision or consolidation, the number of shares
      which can be purchased upon the exercise of this warrant certificate shall
      be increased or decreased proportionately as the case may
    be.

            


    

     

    
      	
               
      

            	
              (2)

            	
              In
      case of any capital reorganization or of any reclassification of the
      capital of the Corporation or in case of the consolidation, merger or
      amalgamation of the Corporation with or into any other company, this
      Warrant shall after such capital reorganization, reclassification of
      capital, consolidation, merger or amalgamation confer the right to
      purchase the number of shares or other securities of the Corporation or of
      the Corporation resulting from such capital reorganization,
      reclassification, consolidation, merger or amalgamation, as the case may
      be, to which the Holder of the shares deliverable at the time of such
      capital reorganization, reclassification of capital, consolidation, merger
      or amalgamation, upon the exercise of this Warrant would have been
      entitled. On such capital reorganization, reclassification, consolidation,
      merger or amalgamation appropriate adjustments shall be made in the
      application of the provisions set forth herein with respect to the rights
      and interest thereafter of the Holder of this Warrant so that the
      provisions set forth herein shall thereafter be applicable as nearly as
      may reasonably be in relation to any shares or other securities thereafter
      deliverable on the exercise of this
Warrant.

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      rights of the Holder evidenced hereby are to purchase shares prior to or
      on the date set out on the face of this Warrant. If there shall, prior to
      the exercise of any of the rights evidenced hereby, be any reorganization
      of the authorized capital of the Corporation by way of consolidation,
      merger, subdivision, amalgamation or otherwise, or the payment of any
      stock dividends, then there shall automatically be an adjustment in either
      or both of the number of shares which may be purchased pursuant hereto or
      the price at which such shares may be purchased so that the rights
      evidenced hereby shall thereafter as reasonably as possible be equivalent
      to those originally granted hereby. The Corporation shall have the sole
      and exclusive power to make such adjustments as it considers necessary and
      desirable.

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      adjustments provided for herein in the subscription rights represented by
      this Warrant are cumulative.

            


    

     

    7.            Transfer to Comply with the
Act and Other Applicable Securities Legislation

     

    This
Warrant and the Warrant Shares have not been registered under the Act and has
been issued to the Holder for investment purposes and not with a view to the
distribution of either the Warrant or the Warrant Shares. Each certificate for
the Warrant, the Warrant Shares and any other security issued or issuable upon
exercise of this Warrant shall contain a legend on the face thereof, in form and
substance satisfactory to
counsel for the Corporation, setting forth the restrictions on transfer
contained in this Section. The Holder understands that this Warrant and the
stock purchasable hereunder constitute “restricted securities” under federal
securities laws and acknowledges that Rule 144 of the Securities and Exchange
Commission is not now, and may not in the future be, available for resale of
this Warrant and/or the stock purchasable hereunder. By acceptance of this
certificate, the Holder acknowledges and agrees that:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Searchlight
      Minerals Corp.

            	
              3

            	
               

            
	
              Common
      Stock Purchase

            	 	 
	
              Warrant
      Certificate No. <<Cert_No>>

            	 	 


    

     

     

    
      	
               
      

            	
              (1)

            	
              The
      Holder is acquiring the Warrant Shares for its own account for investment,
      with no present intention of dividing its interest with others or of
      reselling or otherwise disposing of all or any portion of the
      same;

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Holder does not intend any sale of the Warrant Shares either currently or
      after the passage of a fixed or determinable period of time or upon the
      occurrence or non­occurrence of any predetermined event or
      circumstance;

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Holder has no present or contemplated agreement, undertaking, arrangement,
      obligation, indebtedness or commitment providing for or which is likely to
      compel a disposition of the Warrant
Shares;

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Holder is not aware of any circumstances presently in existence which are
      likely in the future to prompt a disposition of the Warrant
      Shares;

            


    

     

    
      	
               
      

            	
              (5)

            	
              The
      Warrant Shares were offered to the Holder in direct communication between
      the Holder and the Corporation and not through any advertisement of any
      kind;

            


    

     

    
      	
               
      

            	
              (6)

            	
              The
      Subscriber has the financial means to bear the economic risk of the
      investment which it hereby agrees to
make;

            


    

     

    All
certificates representing the Warrant Shares will be endorsed with the following
legend:

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.”

     

    In
addition, the Holder will comply with all other applicable securities
legislation in addition to the Act to which the Holder is subject in selling or
transferring any Warrants or Warrant Shares and the Corporation may refuse to
register any sale or transfer not in compliance with such other securities
legislation.

     

    8.            Payment of
Taxes

     

    The
Corporation shall not be required to pay any tax or other charge imposed in
connection with the exercise of this Warrant or a permissible transfer involved
in the issuance of any certificate for shares issuable under this Warrant in the
name other than that of the Holder, and in any such case, the Corporation shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Corporation’s
satisfaction that no such tax or other charge is due.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Searchlight
      Minerals Corp.

            	
              4

            	
               

            
	
              Common
      Stock Purchase

            	 	 
	
              Warrant
      Certificate No. <<Cert_No>>

            	 	 


    

    
 

    
      9.           Notices

    

     

    Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon, (a) by personal delivery or telecopy, or (b) one
business day after deposit with a nationally recognized overnight delivery
service such as Federal Express, with postage and fees prepaid, addressed to
each of the other parties thereunto entitled at the following addresses, or at
such other addresses as a party may designate by written notice to each of the
other parties hereto.

     

     

    
      
        	
                CORPORATION:

              	      
                SEARCHLIGHT
      MINERALS CORP.

              


      

    

    Attention:
Carl S. Ager, Vice President and Secretary 

    #120 -
2441 W. Horizon Ridge Pkwy

    Henderson,
NV 89052

     

    Tel:
(702) 939-5247

     

    
      
        	
                with
      a copy to:

              	
                BAKER & HOSTETLER
      LLP

              


      

    

    Attention:
Jeffrey P. Berg

    12100
Wilshire Blvd., 15th Floor


    Los
Angeles, California 90025

    Fax:
(310) 820-8859

    
       

    

    
      	
              HOLDER:

            	
              At
      the address set forth above.

            


    

     

    10.            Governing
Law

     

    This
Warrant shall be deemed to be a contract made under the laws of the State of
Nevada and for all purposes shall be governed by and construed in accordance
with the laws of the State of Nevada applicable to contracts to be made and
performed entirely within the State of Nevada.

     

    IN WITNESS WHEREOF, the
Corporation has caused this Warrant to be duly executed and delivered by its
duly authorized officer.

     

    SEARCHLIGHT MINERALS CORP.


    by its
authorized signatory:

     

     

    ______________________________________

    Carl
S. Ager

    Vice
President and Secretary

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOTICE OF EXERCISE
FORM

     

    TO:
SEARCHLIGHT MINERALS CORP.

    A Nevada
Corporation (the “Corporation”)

     

    Dear
Sirs:

     

    The
undersigned (the “Warrantholder”) hereby exercises the right to purchase and
hereby subscribes forshares of the common stock of SEARCHLIGHT MINERALS CORP.
(the “Shares”) referred to in the Common Stock Purchase Warrant Certificate No.
<<Cert_No>>
surrendered herewith according to the terms and conditions thereof and
herewith makes payment by cash, certified check or bank draft of the purchase
price in full for the Shares in accordance with the Warrant.

     

    


    
      Please
issue a certificate for the shares being purchased as follows in the name of the
Warrantholder: 

       

      NAME:                  
_______________________________

    

    (Please
Print) 

     

    ADDRESS:            
_______________________________

     

                                    
_______________________________

     

    The
Warrantholder represents and warrants to the Corporation that:

     

    
      	
              (a)

            	
              The
      Warrantholder has not offered or sold the Shares within the meaning of the
      United States Securities Act of 1933
      (the “Act”);

            


    

     

    
      	
              (b)

            	
              The
      Warrantholder is acquiring the Shares for its own account for investment,
      with no present intention of dividing its interest with others or of
      reselling or otherwise disposing of all or any portion of the
      same;

            


    

     

    
      	
              (c)

            	
              The
      Warrantholder does not intend any sale of the Shares either currently or
      after the passage of a fixed or determinable period of time or upon the
      occurrence or non-occurrence of any predetermined event or
      circumstance;

            


    

     

    
      	
              (d)

            	
              The
      Warrantholder has no present or contemplated agreement, undertaking,
      arrangement, obligation, indebtedness or commitment providing for or which
      is likely to compel a disposition of the
Shares;

            


    

     

    
      	
              (e)

            	
              The
      Warrantholder is not aware of any circumstances presently in existence
      which are likely in the future to prompt a disposition of the
      Shares;

            


    

     

    
      	
              (f)

            	
              The
      Shares were offered to the Warrantholder in direct communication between
      the Warrantholder and the Corporation and not through any advertisement of
      any kind;

            


    

     

    
      	
              (g)

            	
              The
      Warrantholder has the financial means to bear the economic risk of the
      investment which it hereby agrees to
make;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (h)            This
subscription form will also confirm the Warrantholder’s agreement as
follows:

     

    
      	
               
      

            	
              (i)

            	
              the
      Shares have not been registered under the Act or applicable state “Blue
      Sky” laws and, therefore, the Shares may not be resold, transferred or
      hypothecated without the registration of the Shares, or an opinion of
      counsel satisfactory to the Corporation to the effect that such
      registration is not necessary.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Only
      the Corporation can take action to register the Shares under the Act or
      applicable state securities law or to comply with the requirements for an
      exemption under the Act or applicable state securities
  law.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      certificates representing the Shares will be endorsed with the following
      legend:

            


    

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D
PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR
RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE
ACT.”

     

    
      	
               
      

            	
              (iv)

            	
              The
      Warrantholder is an “accredited investor”, as defined in Rule 501 of
      Regulation D of the Act.

            


    

     

    Please
deliver a share certificate in respect of the common shares referred to in the
warrant certificate surrendered herewith but not presently subscribed for, to
the Warrantholder.

     

    DATED
this_____day of________________,

     

     

    Signature
of Warrantholder:  _______________________________

     

    Name of
Warrantholder: ___________________________________

     

    Address
of Warrantholder: _________________________________