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
“SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT,
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT. 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
SECURITIES ACT.

     

    SEARCHLIGHT
MINERALS CORP.

    A
NEVADA CORPORATION

     

    COMMON
STOCK PURCHASE

    WARRANT
CERTIFICATE NUMBER 2008-01-033-001

     

    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 the 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 its 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 an 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
      <<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 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
Securities Act and Other Applicable Securities Legislation

     

    This
Warrant and the Warrant Shares have not been registered under the Securities Act
of 1933, as amended, (the “Securities Act”) and have been issued to the Holder
pursuant to Regulation S of the Securities Act on the representations of the
Holder in a subscription agreement executed by the Holder in favor of
the Corporation. Neither this Warrant nor any of the Warrant Shares or any other
security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Securities Act relating to such security or an opinion of
counsel reasonably satisfactory to the Corporation that registration is not
required under the Securities Act. 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. By acceptance of this certificate, the Holder
acknowledges and agrees that:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              SEARCHLIGHT
      MINERALS CORP.

            	
              3

            	
               

            
	
              Common
      Stock Purchase Warrant

            	 	 
	
              Certificate
      <<Cert_No>>

            	 	 


    

     

     

    
      	
               
      

            	
              (1)

            	
              The
      Holder will only sell the Warrants and the shares issuable upon exercise
      of the Warrants (the “Warrant Shares") only in accordance with the
      provisions of Regulation S of the Securities Act, pursuant to registration
      under the Securities Act, or pursuant to an available exemption from
      registration pursuant to the Securities
Act;

            


    

     

    
      	
               
      

            	
              (2)

            	
              The
      Corporation will refuse to register any transfer of the Warrants and the
      Warrant Shares not made in accordance with the provisions of Regulation S
      of the Securities Act, pursuant to registration under the Securities Act,
      or pursuant to an available exemption from
  registration;

            


    

     

    
      	
               
      

            	
              (3)

            	
              The
      Holder will not engage in hedging transactions except in accordance with
      the Securities Act;

            


    

     

    
      	
               
      

            	
              (4)

            	
              The
      Holder is not entitled to any registration rights with respect to the
      Warrants or the Warrant Shares.

            


    

     

    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, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ISSUED
IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT.
SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.”

     

    In
addition, the Holder will comply with all other applicable securities
legislation in addition to the Securities 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
      <<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 (ii) 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 

                                    2441
      West Horizon Ridge Parkway, Suite 120 

                                    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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIPTION
FORM

     

    TO:
SEARCHLIGHT MINERALS CORP.

    A Nevada
Corporation (the “Corporation”)

     

    Dear
Sirs:

     

    The
undersigned (the “Subscriber”) hereby exercises the right to purchase and hereby
subscribes for__________shares of the common stock of Searchlight Minerals Corp.
(the “Shares”) referred to in the Common Stock Purchase Warrant
Certificate <<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
Subscriber: 

       

      NAME:              
__________________________

    

    (Please
Print) 

     

    ADDRESS:        
__________________________

     

                                
__________________________

     

    The
Subscriber represents and warrants to the Corporation that:

     

    
      	
              (a)

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

            


    

     

    
      	
              (b)

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

            


    

     

    
      	
              (c)

            	
              The
      Subscriber 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
      Subscriber 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
      Subscriber 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 Subscriber in direct communication between the
      Subscriber and the Corporation and not through any advertisement of any
      kind;

            


    

     

    
      	
              (g)

            	
              The
      Subscriber 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 Subscriber’s agreement as
      follows:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (i)

            	
              The
      Subscriber will only sell the Shares in accordance with the provisions of
      Regulation S of the Securities Act pursuant to registration under the
      Securities Act, or pursuant to an available exemption from registration
      pursuant to the Securities Act;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Corporation will refuse to register any transfer of the Shares not made in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from
registration;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Subscriber will not engage in hedging transactions except in accordance
      with the Securities Act;

            


    

     

    
      
        	
              	
                (iv)

              	
                The
      Subscriber has no right to require the Corporation to register the Shares
      under the Securities Act;

              


      

    

     

    
      	
               
      

            	
              (v)

            	
              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 “SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES
MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.”

     

    
      
        	
              	
                (vi)

              	
                The
      Subscriber is not a U.S. Person, as defined in Regulation S of the
      Securities 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 Subscriber.

    
       

    

    DATED
this_______day of_____________________,

    


    Signature
of Subscriber:

    


    Name of
Subscriber:

    


    Address
of Subscriber: