Securities Purchase Agreement


    Exhibit
      10.1

    


    The
      securities sold hereunder have been issued pursuant to an exemption from
      registration under the Securities Act of 1933, as amended, pursuant to
      Regulation S thereunder. The securities sold hereunder cannot be transferred,
      offered, or sold in the United States or to U.S. Persons (as that term is
      defined in Regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.


    


    SECURITIES
      PURCHASE AGREEMENT


    


    This
      Securities Purchase Agreement (this “Agreement”)
      is
      dated as of March 12, 2007
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      Elton Participation Corp., a British Virgin Islands corporation (including
      its
      successors and assigns, a “Purchaser” and collectively the “Purchasers”).

    


    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Regulation S of the Securities Act of 1933, as amended (the “Securities
      Act”),
      the
      Company desires to issue and sell to the Purchaser, and the Purchaser, severally
      and not jointly, desires to purchase from the Company, securities of the Company
      as more fully described in this Agreement.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Purchaser agree as
      follows:

    


    ARTICLE
      I -DEFINITIONS

    


    1.1
      Definitions.
      In
      addition to the terms defined elsewhere in this Agreement: (a) capitalized
      terms
      that are not otherwise defined herein have the meanings given to such terms
      in
      the Debentures (as defined herein), and (b) the following terms have the
      meanings indicated in this Section 1.1:

    


    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 under the Securities Act. With
      respect to a Purchaser, any investment fund or managed account that is managed
      on a discretionary basis by the same investment manager as such Purchaser will
      be deemed to be an Affiliate of such Purchaser.

    


    “Closing”
means
      the closing of the purchase and sale of the Securities pursuant to Section
      2.1.

    


    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties thereto, and all conditions precedent to
      (i)
      the Purchasers’ obligations to pay the Subscription Amount and (ii) the
      Company’s obligations to deliver the Securities have been satisfied or
      waived.

    


    “Commission”
means
      the Securities and Exchange Commission.

    


    “Common
      Stock”
means
      the common stock of the Company, par value $0.001 per share, and any other
      class
      of securities into which such securities may hereafter have been reclassified
      or
      changed into.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries (excluding any securities
      purchasable or issuable pursuant to this Agreement), which would entitle the
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exercisable or exchangeable
      for, or otherwise entitles the holder thereof to receive, Common
      Stock.

    


    “Debentures”
means,
      the 10% Secured Convertible Debentures due, subject to the terms therein, on
      March 12, 2007, issued by the Company to the Purchasers hereunder, in the form
      of Exhibit
      A.

    


    “Effective
      Date”
means
      the date that the initial Registration Statement filed by the Company pursuant
      to the Registration Rights Agreement is first declared effective by the
      Commission.

    


    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Exempt
      Issuance”
means
      the issuance of (a) shares of Common Stock or options to employees, officers
      or
      directors of the Company pursuant to any stock or option plan duly adopted
      by a
      majority of the non-employee members of the Board of Directors of the Company
      or
      a majority of the members of a committee of non-employee directors established
      for such purpose, (b) securities upon the exercise or exchange of or conversion
      of any Securities issued hereunder and/or other securities exercisable or
      exchangeable for or convertible into shares of Common Stock issued and
      outstanding on the date of this Agreement, provided that such securities have
      not been amended since the date of this Agreement to increase the number of
      such
      securities or to decrease the exercise, exchange or conversion price of any
      such
      securities, (c) securities issued upon the conversion of the Debentures,
      provided that the terms of such Debentures shall not have been amended since
      the
      date of this Agreement to reduce the conversion price below $0.05 (subject
      to
      adjustment for forward and reverse stock splits, recapitalizations and the
      like)
      and (d) securities issued pursuant to acquisitions or strategic transactions
      approved by a majority of the disinterested directors, provided that (i) any
      such issuance shall only be to a Person which is, itself or through its
      subsidiaries, an operating company in a business synergistic with the business
      of the Company and in which the Company receives benefits in addition to the
      investment of funds, but shall not include a transaction in which the Company
      is
      issuing securities primarily for the purpose of raising capital or to an entity
      whose primary business is investing in securities and (ii) no registration
      rights shall be granted in connection with such issuance.

    


    “French
      Gulch” means French Gulch (Nevada) Mining Corp., a Nevada
      corporation.

    


    “Liens”
means
      a
      lien, charge, security interest, encumbrance, right of first refusal, preemptive
      right or other restriction.

    


    “Material
      Adverse Effect”
shall
      have the meaning assigned to such term in Section 3.1(b).

    


    “Maximum
      Rate”
shall
      have the meaning ascribed to such term in Section 5.15.

    


    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

    


    “Pledge
      Agreement”
means
      the Pledge Agreement in the form of the attached Exhibit C.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

    


    “Required
      Approvals”
shall
      have the meaning ascribed to such term in Section 3.1(e).

    


    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated the date hereof, among the Company
      and
      the Purchasers, in the form of Exhibit
      B
      attached
      hereto.

    


    “Regulation
      S”
means
      Regulation S promulgated by the Commission pursuant to the Securities Act,
      as
      such Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule.

    


    “Securities”
means
      the Debentures, the Underlying Shares, the Warrants and the Warrant
      Shares.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

    


    “Short
      Sales”
shall
      include all “short sales” as defined in Rule 200 of Regulation SHO under the
      Exchange Act (but shall not be deemed to include the location and/or reservation
      of borrowable shares of Common Stock).

    


    “Subscription
      Amount”
means,
      as to each Purchaser, the aggregate amount to be paid for Debentures purchased
      hereunder as specified below such Purchaser’s name on the signature page of this
      Agreement and next to the heading “Subscription Amount”, in United States
      Dollars and in immediately available funds.

    


    “Subsidiary”
means
      any subsidiary of the Company.

    


    “Trading
      Day”
means
      a
      day on which the Common Stock is traded on a Trading Market.

    


    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: OTC Bulletin Board, the Nasdaq Capital
      Market, the American Stock Exchange, the New York Stock Exchange or the Nasdaq
      National Market. 

    


    “Transaction
      Documents”
means
      this Agreement, the Debentures, the Warrants,
      the
      Pledge Agreement,
      and any
      other documents or agreements executed in connection with the transactions
      contemplated hereunder.

    


    “Underlying
      Shares”
means
      the shares of Common Stock issued and issuable upon conversion of the Debentures
      and issued and issuable in lieu of the cash payment of interest on the
      Debentures in accordance with the terms of the Debentures.

    


    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted for trading as reported by Bloomberg L.P. (based on a
      Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
      time); (b)  if the OTC Bulletin Board is not a Trading Market, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
      quoted for trading on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
      similar organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported; or
      (d) in all other cases, the fair market value of a share of Common Stock as
      determined by an independent appraiser selected in good faith by the Holder
      and
      reasonably acceptable to the Company, the fees and expenses of which shall
      be
      paid by the Company.

     

    
      
        
        

      

      
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    “Warrants”
      means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      D.

     

    “Warrant
      Shares”
      means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    


    ARTICLE
      II - PURCHASE AND SALE


    
      


      2.1 Closing.
        On the
        Closing Date, upon the terms and subject to the conditions set forth herein,
        concurrent with the execution and delivery of this Agreement by the parties
        hereto, the Company agrees to sell, and the Purchaser agrees to purchase
        $1,000,000 in principal amount of the Debentures. The Purchaser shall deliver
        to
        the Company via wire transfer or a certified check immediately available
        funds
        equal to the Subscription Amount and the Company shall deliver to the Purchaser
        the Debenture as determined pursuant to Section 2.2(a) issuable at the Closing.
        Upon satisfaction of the conditions set forth in Sections 2.2 and 23, the
        Closing shall occur at the offices of the Company, or such other location
        as the
        parties shall mutually agree.

      


      2.2 Deliveries.

      


      (a) On
        the
        Closing Date, the Company shall deliver or cause to be delivered to the
        Purchaser the following:

      


      (i) this
        Agreement duly executed by the Company;

      


      (ii) a
        Debenture duly
        executed by the Company with
        a
        principal amount equal to such Purchaser’s Subscription Amount, registered in
        the name of such Purchaser;

      


      (iii) the
        Pledge Agreement, duly executed by the Company, in the form of Exhibit C
        attached hereto, and the certificates representing the Pledged Stock
        thereunder;
        and


      


      (v)
        the
        Registration Rights Agreement duly executed by the Company.

      


      (b) On
        the
        Closing Date, the Purchaser shall deliver or cause to be delivered to the
        Company the following:

      


      (i) this
        Agreement duly executed by such Purchaser; 

      


      (ii) the
        Registration Rights Agreement duly executed by such Purchaser; and

      


      (ii) such
        Purchaser’s Subscription Amount by wire transfer to the account as specified in
        writing by the Company

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      2.3 Closing
        Conditions.

      


      (a) The
        obligations of the Company hereunder in connection with the Closing are subject
        to the following conditions being met:

      


      (i) the
        accuracy in all material respects when made and on the Closing Date of the
        representations and warranties of the Purchasers contained herein;

      


      (ii) all
        obligations, covenants and agreements of the Purchasers required to be performed
        at or prior to the Closing Date shall have been performed; and

      


      (iii) the
        delivery by the Purchasers of the items set forth in Section 2.2(b) of this
        Agreement.

      


      (b) The
        respective obligations of the Purchasers hereunder in connection with the
        Closing are subject to the following conditions being met:

      


      (i) the
        accuracy in all material respects on the Closing Date of the representations
        and
        warranties of the Company contained herein;

      


      (ii) all
        obligations, covenants and agreements of the Company required to be performed
        at
        or prior to the Closing Date, as applicable, shall have been
        performed;

      


      (iii) the
        delivery by the Company of the items set forth in Section 2.2(a) of this
        Agreement; and

      


      (iv) there
        shall have been no Material Adverse Effect with respect to the Company since
        the
        date hereof.

      


      ARTICLE
        III- REPRESENTATIONS AND WARRANTIES

      


      3.1 Representations
        and Warranties of the Company.
        The
        Company hereby makes the representations and warranties set forth below to
        the
        Purchaser.

      


      (a) Subsidiaries.
        The
        Company owns, directly or indirectly, all of the capital stock or other equity
        interests of each Subsidiary free and clear of any Liens, and all the issued
        and
        outstanding shares of capital stock of each Subsidiary are validly issued
        and
        are fully paid, non-assessable and free of preemptive and similar rights
        to
        subscribe for or purchase securities. 

      


      (b) Organization
        and Qualification.
        The
        Company and each of the Subsidiaries is an entity duly incorporated or otherwise
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its incorporation or organization (as applicable), with the
        requisite power and authority to own and use its properties and assets and
        to
        carry on its business as currently conducted. Neither the Company nor any
        Subsidiary is in violation or default of any of the provisions of its respective
        certificate or articles of incorporation, bylaws or other organizational
        or
        charter documents. Each of the Company and the Subsidiaries is duly qualified
        to
        conduct business and is in good standing as a foreign corporation or other
        entity in each jurisdiction in which the nature of the business conducted
        or
        property owned by it makes such qualification necessary, except where the
        failure to be so qualified or in good standing, as the case may be, could
        not
        have or reasonably be expected to result in (i) a material adverse effect
        on the
        legality, validity or enforceability of any Transaction Document, (ii) a
        material adverse effect on the results of operations, assets, business,
        prospects or condition (financial or otherwise) of the Company and the
        Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
        Company’s ability to perform in any material respect on a timely basis its
        obligations under any Transaction Document (any of (i), (ii) or (iii), a
        “Material
        Adverse Effect”)
        and no
        Proceeding has been instituted in any such jurisdiction revoking, limiting
        or
        curtailing or seeking to revoke, limit or curtail such power and authority
        or
        qualification.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (c) Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated by each of the Transaction Documents
        and otherwise to carry out its obligations hereunder and thereunder The
        execution and delivery of each of the Transaction Documents by the Company
        and
        the consummation by it of the transactions contemplated thereby have been
        duly
        authorized by all necessary action on the part of the Company and no further
        action is required by the Company, its board of directors or its stockholders
        in
        connection therewith other than in connection with the Required Approvals.
        Each
        Transaction Document has been (or upon delivery will have been) duly executed
        by
        the Company and, when delivered in accordance with the terms hereof and thereof,
        will constitute the valid and binding obligation of the Company enforceable
        against the Company in accordance with its terms except (i) as limited by
        applicable bankruptcy, insolvency, reorganization, moratorium and other laws
        of
        general application affecting enforcement of creditors’ rights generally, (ii)
        as limited by laws relating to the availability of specific performance,
        injunctive relief or other equitable remedies, and (iii) insofar as
        indemnification and contribution provisions may be limited by applicable
        law
        .

      


      (d) No
        Conflicts.
        The
        execution, delivery and performance of the Transaction Documents by the Company
        and the consummation by the Company of the other transactions contemplated
        hereby and thereby do not and will not: (i) conflict with or violate any
        provision of the Company’s or any Subsidiary’s certificate or articles of
        incorporation, bylaws or other organizational or charter documents, or (ii)
        conflict with, or constitute a default (or an event that with notice or lapse
        of
        time or both would become a default) under, result in the creation of any
        Lien
        upon any of the properties or assets of the Company or any Subsidiary, or
        give
        to others any rights of termination, amendment, acceleration or cancellation
        (with or without notice, lapse of time or both) of, any agreement, credit
        facility, debt or other instrument (evidencing a Company or Subsidiary debt
        or
        otherwise) or other understanding to which the Company or any Subsidiary
        is a
        party or by which any property or asset of the Company or any Subsidiary
        is
        bound or affected, or (iii) subject to the Required Approvals, conflict with
        or
        result in a violation of any law, rule, regulation, order, judgment, injunction,
        decree or other restriction of any court or governmental authority to which
        the
        Company or a Subsidiary is subject (including federal and state securities
        laws
        and regulations), or by which any property or asset of the Company or a
        Subsidiary is bound or affected; except in the case of each of clauses (ii)
        and
        (iii), such as could not have or reasonably be expected to result in a Material
        Adverse Effect. 

      


      (e) Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization or order
        of, give any notice to, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other Person
        in
        connection with the execution, delivery and performance by the Company of
        the
        Transaction Documents, other than (i) filings required pursuant to Form 8-K
        promulgated under the Exchange Act and (ii) the filing with the Commission
        of
        the Registration Statement, (collectively, the “Required
        Approvals”).

      


      (f) Issuance
        of the Securities.
        The
        Securities are duly authorized and, when issued and paid for in accordance
        with
        the applicable Transaction Documents, will be duly and validly issued, fully
        paid and nonassessable, free and clear of all Liens imposed by the Company
        other
        than restrictions on transfer provided for in the Transaction Documents.
        The
        Underlying Shares, when issued in accordance with the terms of the Transaction
        Documents, will be validly issued, fully paid and nonassessable, free and
        clear
        of all Liens imposed by the Company. The Company has reserved from its duly
        authorized capital stock a number of shares of Common Stock for issuance
        of the
        Underlying Shares.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (g) Capitalization.
        The
        capitalization of the Company is as set forth in its most recently filed
        periodic
        reports under the Exchange Act. The Company has not issued any capital stock
        since its most recently filed periodic report under the Exchange Act, except
        as
        specified in Schedule 3.1(g) and other than pursuant to the exercise of employee
        stock options under the Company’s stock option plans, exercise of options by
        consultants, the issuance of shares of Common Stock to employees under
        employment agreements or pursuant to the Company’s employee stock purchase plan
        and pursuant to the conversion or exercise of outstanding Common Stock
        Equivalents. All of the outstanding shares of capital stock of the Company
        are
        validly issued, fully paid and nonassessable, have been issued in compliance
        with all federal and state securities laws, and none of such outstanding
        shares
        was issued in violation of any preemptive rights or similar rights to subscribe
        for or purchase securities. No further approval or authorization of any
        stockholder, the Board of Directors of the Company or others is required
        for the
        issuance and sale of the Securities. There are no stockholders agreements,
        voting agreements or other similar agreements with respect to the Company’s
        capital stock to which the Company is a party or, to the knowledge of the
        Company, between or among any of the Company’s stockholders. 

      


      (h) Investment
        Company.
        The
        Company is not, and is not an Affiliate of, and immediately after receipt
        of
        payment for the Securities, will not be or be an Affiliate of, an “investment
        company” within the meaning of the Investment Company Act of 1940, as amended.
        The Company shall conduct its business in a manner so that it will not become
        subject to the Investment Company Act.

      


      (i) Disclosure.
        The
        Company confirms that neither it nor any other Person acting on its behalf
        has
        provided any of the Purchasers or their agents or counsel with any information
        that constitutes or might constitute material, nonpublic information. The
        Company understands and confirms that the Purchasers will rely on the foregoing
        representations and covenants in effecting transactions in securities of
        the
        Company. All disclosure provided to the Purchasers regarding the Company,
        its
        business and the transactions contemplated hereby furnished by or on behalf
        of
        the Company with respect to the representations
        and warranties
        made
        herein are true and do not contain any untrue statement of a material fact
        or
        omit to state any material fact necessary in order to make the statements
        made
        therein, in light of the circumstances under which they were made, not
        misleading
        and to
        the best knowledge, after due inquiry, of its directors and officers.
         

      


      (j) General
        Solicitation.
        Neither
        the Company nor any person acting on behalf of the Company has offered or
        sold
        any of the Securities
        by any
        form of general solicitation or general advertising. The Company has offered
        the
Securities
        for sale
        only to the Purchasers and certain other “accredited investors” within the
        meaning of Rule 501 under the Securities Act.

      


      (k)
         Material
        Changes or Liabilities.
        Since
        the date of the latest financial statements included within the Company’s
        filings with the Securities and Exchange Commission (“SEC Reports”), except as
        set forth on Schedule
        3.1 (k)
        or
        specifically disclosed in a subsequent SEC Report filed prior to the date
        hereof, (i) there has been no event, occurrence or development that has had
        or
        that could reasonably be expected to result in a Material Adverse Effect,
        (ii)
        the Company has not incurred any liabilities (contingent or otherwise) other
        than (A) trade payables and accrued expenses incurred in the ordinary course
        of
        business consistent with past practice and (B) liabilities not required to
        be
        reflected in the Company’s financial statements pursuant to GAAP or disclosed in
        filings made with the Commission, (iii) the Company has not altered its method
        of accounting, and (iv) the Company has not declared or made any dividend
        or
        distribution of cash or other property to its stockholders or purchased,
        redeemed or made any agreements to purchase or redeem any shares of its capital
        stock.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (l) 
        The
        Company owns all of the issued and outstanding shares of capital stock of
        French
        Gulch free and clear with no Liens. Other than its common stock, French Gulch
        has no other authorized classes of securities and no Common Stock Equivalents
        outstanding. French Gulch is in the process of exercising an option agreement
        with Washington Niagra Mining Partnership to purchase 28 patented and 27
        unpatented claims. See schedule 3.1 (l) for current payment status. The option
        is paid current to date. In addition the French Gulch owns 66 staked unpatented
        claims. All claim filing fees are current.

      


      Purchaser
        acknowledges that the Company does not make or has not made any representations
        or warranties with respect to the transactions contemplated other than those
        specifically set forth in this Section 3.1.

      


      3.2 Representations
        and Warranties of the Purchasers.
        Each
        Purchaser hereby, for itself and for no other Purchaser, represents and warrants
        as of the date hereof and as of the Closing Date to the Company as
        follows:

      


      (a) Organization;
        Authority.
        Such
        Purchaser is an entity duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its organization with full right,
        corporate or partnership power and authority to enter into and to consummate
        the
        transactions contemplated by the Transaction Documents and otherwise to carry
        out its obligations hereunder and thereunder. The execution, delivery and
        performance by such Purchaser of the transactions contemplated by this Agreement
        have been duly authorized by all necessary corporate or similar action on
        the
        part of such Purchaser. Each Transaction Document to which it is a party
        has
        been duly executed by such Purchaser, and when delivered by such Purchaser
        in
        accordance with the terms hereof, will constitute the valid and legally binding
        obligation of such Purchaser, enforceable against it in accordance with its
        terms, except (i) as limited by general equitable principles and applicable
        bankruptcy, insolvency, reorganization, moratorium and other laws of general
        application affecting enforcement of creditors’ rights generally, (ii) as
        limited by laws relating to the availability of specific performance, injunctive
        relief or other equitable remedies and (iii) insofar as indemnification and
        contribution provisions may be limited by applicable law.

      


      (b) Own
        Account.
        Such
        Purchaser understands that the Securities are “restricted securities” and have
        not been registered under the Securities Act or any applicable state securities
        law and is acquiring the Securities as principal for its own account and
        not
        with a view to or for distributing or reselling such Securities or any part
        thereof in violation of the Securities Act or any applicable state securities
        law, has no present intention of distributing any of such Securities in
        violation of the Securities Act or any applicable state securities law and
        has
        no arrangement or understanding with any other persons regarding the
        distribution of such Securities (this representation and warranty not limiting
        such Purchaser’s right to sell the Securities pursuant to the Registration
        Statement or otherwise in compliance with applicable federal and state
        securities laws) in violation of the Securities Act or any applicable state
        securities law. Such Purchaser is acquiring the Securities hereunder in the
        ordinary course of its business. Such Purchaser does not have any agreement
        or
        understanding, directly or indirectly, with any Person to distribute any
        of the
        Securities.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (c) Disclosure
        of Information.
        Purchaser carefully reviewed all filings made by the Company with the Commission
        as of the date of this Agreement and has received and carefully reviewed
        any
        information Purchaser has requested from the Company that Purchaser considers
        necessary or appropriate for deciding whether to acquire the Securities,
        including, without limitation, all material risk factors relating to the
        Company. Purchaser further represents that Purchaser has had ample opportunity
        to ask questions and receive answers from the Company concerning the information
        and the terms and conditions of the offering of the Securities and to obtain
        any
        additional information necessary to verify the accuracy of the information
        given
        to Purchaser. Purchaser is making its investment in the Company after having
        reviewed, analyzed, sought professional advice regarding, and fully
        understanding the risk, uncertainties, and liabilities associated with the
        Company. 

       

      (d) Regulation
        S.

       

      (i) Purchaser
        either has been duly formed and is validly existing as a corporation or other
        legal entity in good standing under the laws of its jurisdiction of
        incorporation set forth on the signature page to this Agreement or is an
        individual who is not a citizen or resident of the United States. Purchaser
        is
        not organized under the laws of the United States and is not a “U.S. Person” as
        that term is defined in Rule 902(o) of Regulation S.

       

      (ii) Purchaser
        was not formed for the purpose of investing in Regulation S securities or
        for
        the purpose of investing in the Securities sold under this Agreement. Purchaser
        is not registered as an issuer under the Securities Act and is not required
        to
        be registered with the SEC under the Investment Company Act of 1940, as amended.
        Purchaser is entering into this Agreement and is participating in the offering
        of the Shares for its own account, and not on behalf of any U.S. Person as
        defined in Rule 902(o) of Regulation S.

       

      (iii) The
        Company has not made an offer to enter into this Agreement to Purchaser in
        the
        United States other than as permitted in the case of an account managed by
        a
        professional fiduciary resident in the United States within the meaning of
        Section 902(o)(2) of Regulation S. At the times of the offer and execution
        of
        this Agreement and, to the best knowledge of Purchaser, at the time the offering
        originated, Purchaser was located and resident outside the United States,
        other
        than as permitted in the case of an account managed by a professional fiduciary
        resident in the United States within the meaning of Section 902(o)(2) of
        Regulation S.

       

      (iv) Neither
        Purchaser, nor any of its Affiliates, nor any person acting on its behalf
        or on
        behalf of any Affiliate has engaged or will engage in any activity undertaken
        for the purpose of, or that reasonably could be expected to have the effect
        of,
        conditioning the markets in the United States for the Shares or for any
        securities that are convertible into or exercisable for the common stock
        of the
        Company, including, but not limited to, effecting any sale or short sale
        of the
        Company’s securities through Purchaser or any of its Affiliates before the
        expiration of any restricted period contained in Regulation S. To the best
        knowledge of Purchaser, this Agreement and the transactions contemplated by it
        are not part of a plan or scheme to evade the registration provisions of
        the
        Securities Act, and Purchaser is purchasing the Shares for investment purposes.
        Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
        participating in this offering of the Securities have agreed that they will
        neither offer nor sell any Securities before the date hereof and through
        the
        expiration of the any
        restricted period set forth in Rule 903 of Regulation S
        (as
        amended from time to time) to U.S. Persons or for the account or benefit
        of U.S.
        Persons, and they will offer or sell any of the Securities only in compliance
        with the provisions of Regulation S and any other applicable provisions of
        the
        Securities Act. Purchaser and its representatives have not conducted any
        Directed Selling Effort as that term is used and defined in Rule 902 of
        Regulation S and will not engage in any Directed Selling Effort within the
        United States through the expiration of any restricted period set forth in
        Rule
        903 of Regulation S.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (v) Purchaser
        acknowledges that following the expiration of any restricted period provided
        by
        Rule 903 of Regulation S, any interest in this Agreement or in the Securities
        sold may be resold within the jurisdiction of the United States or to U.S.
        Persons as defined in Rule 902(o) of Regulation S by or for the account of
        the
        parties only (i) pursuant to a registration statement under the Securities
        Act,
        or (ii) if applicable, pursuant to an exemption from registration for sales
        by a
        person other than an issuer, underwriter, or dealer as those terms are used
        in
        Section 4(1) and related provisions of the Securities Act and regulations
        or
        pursuant to another exemption from registration, only following the expiration
        of any restricted period (if applicable) required by Regulation S. Purchaser
        acknowledges that this Agreement and the Securities have not been registered
        under the Securities Act or qualified under state securities laws of the
        United
        States and that their transferability within the jurisdiction of the United
        States is restricted by the Securities Act as well as state laws. Purchaser
        acknowledges it has received a copy of Regulation S, is familiar with and
        understands its terms, and has had the opportunity to consult with its legal
        counsel concerning this Agreement and Regulation S.

       

      (e) Experience
        of Such Purchaser.
        Such
        Purchaser, either alone or together with its representatives, has such
        knowledge, sophistication and experience in business and financial matters
        so as
        to be capable of evaluating the merits and risks of the prospective investment
        in the Securities, and has so evaluated the merits and risks of such investment.
        Such Purchaser is able to bear the economic risk of an investment in the
        Securities and, at the present time, is able to afford a complete loss of
        such
        investment.

      


      (f) General
        Solicitation.
        Purchaser is not purchasing the Securities as a result of any advertisement,
        article, notice or other communication regarding the Securities published
        in any
        newspaper, magazine or similar media or broadcast over television or radio
        or
        presented at any seminar or any other general solicitation or general
        advertisement.

      


      (g) Short
        Sales and Confidentiality Prior To The Date Hereof.
        Other
        than the transaction contemplated hereunder, such Purchaser has not directly
        or
        indirectly, nor has any Person acting on behalf of or pursuant to any
        understanding with such Purchaser, executed any disposition, including Short
        Sales, in the securities of the Company during the period commencing from
        the
        time that such Purchaser first received a term sheet from the Company or
        any
        other Person setting forth the material terms of the transactions contemplated
        hereunder until the date hereof. Notwithstanding the foregoing, in the case
        of a
        Purchaser that is a multi-managed investment vehicle whereby separate portfolio
        managers manage separate portions of such Purchaser's assets and the portfolio
        managers have no direct knowledge of the investment decisions made by the
        portfolio managers managing other portions of such Purchaser's assets, the
        representation set forth above shall only apply with respect to the portion
        of
        assets managed by the portfolio manager that made the investment decision
        to
        purchase the Securities covered by this Agreement. Other than to other Persons
        party to this Agreement, such Purchaser has maintained the confidentiality
        of
        all disclosures made to it in connection with this transaction (including
        the
        existence and terms of this transaction).

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      The
        Company acknowledges and agrees that each Purchaser does not make or has
        not
        made any representations or warranties with respect to the transactions
        contemplated hereby other than those specifically set forth in this Section
        3.2.

      


      ARTICLE
        IV- OTHER AGREEMENTS OF THE PARTIES

      


      4.1
        Transfer
        Restrictions.

      


      (a)
        The
        Securities may only be disposed of in compliance with state and federal
        securities laws. In connection with any transfer of Securities other than
        pursuant to an effective registration statement, Regulation S or Rule 144,
        to
        the Company or to an affiliate of a Purchaser, the Company may require the
        transferor thereof to provide to the Company an opinion of counsel selected
        by
        the transferor and reasonably acceptable to the Company, the form and substance
        of which opinion shall be reasonably satisfactory to the Company, to the
        effect
        that such transfer does not require registration of such transferred Securities
        under the Securities Act. As a condition of transfer, any such transferee
        shall
        agree in writing to be bound by the terms of this Agreement and shall have
        the
        rights of a Purchaser under this Agreement and the Registration Rights
        Agreement.

      


      (b)
        The
        Purchasers agree to the imprinting, so long as is required by this Section
        4.1(b), of a legend on any of the Securities in the following form:

      


      This
        debenture has not been registered under the U.S. Securities Act of 1933,
        as
        amended (the “Securities Act”), and, accordingly, may not be offered or sold
        within the United States or to, or for the account or benefit of, US. Persons,
        except as set forth below. By its acquisition hereof, the holder (1) represents
        that it is not a U.S. Person and is acquiring this debenture in an offshore
        transaction, (2) agrees that it will not within two
        years
        after
        the original issuance of this debenture resell or otherwise transfer this
        debenture except (a) to the company or any subsidiary thereof, (b) pursuant
        to
        an effective registration statement under the Securities Act, (c) inside
        the
        United States to a qualified institutional buyer in compliance with Rule
        144a
        under the Securities Act, (d) inside the United States to an accredited investor
        that, prior to such transfer, furnishes (or has furnished on its behalf by
        a
        United States broker-dealer) to the Company
        a signed
        letter containing certain representations and agreements relating to the
        restrictions on transfer of this debenture (the form of which letter can
        be
        obtained from the Company),
        (e)
        outside the United States in an offshore transaction in compliance with rule
        904
        under the Securities Act or (f) pursuant to any other exemption from
        registration under the Securities Act (if available) and (3) agrees that
        it will
        give to each person to whom this debenture is transferred a notice substantially
        to the effect of this legend. In connection with any transfer of this debenture
        within two years after original issuance of this debenture, if the proposed
        transferee is an accredited investor, the holder must, prior to such transfer,
        furnish to the company
        and the
        Company such certifications, legal opinions or other information as either
        of
        them may reasonably require to confirm that such transfer is being made pursuant
        to an exemption from or in a transaction not subject to the registration
        requirements of the Securities Act. As used herein, the terms “offshore
        transaction,” “United States” and “U.S. Person” have the meanings given to them
        by Regulation S under the Securities Act.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      (c)
        Certificates evidencing the Underlying Shares shall not contain any legend
        (including the legend set forth in Section 4.1(b) hereof): (i) while a
        registration statement (including the Registration Statement) covering the
        resale of such security is effective under the Securities Act, or (ii) following
        any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such
        Underlying Shares are eligible for sale under Rule 144(k), or (iv) if such
        legend is not required under applicable requirements of the Securities Act
        (including judicial interpretations and pronouncements issued by the staff
        of
        the Commission). 

      


      If
        all or
        any portion of a Debenture is converted or exercised (as applicable) at a
        time
        when there is an effective registration statement to cover the resale of
        the
        Underlying Shares, or if such Underlying Shares may be sold under Rule 144(k)
        or
        if such legend is not otherwise required under applicable requirements of
        the
        Securities Act (including judicial interpretations thereof) then such Underlying
        Shares shall be issued free of all legends. 

      


      The
        Company agrees that following the Effective Date or at such time as such
        legend
        is no longer required under this Section 4.1(c), it will, no later than three
        Trading Days following the delivery by a Purchaser to the Company or the
        Company’s transfer agent of a certificate representing Underlying Shares, as
        applicable, issued with a restrictive legend, deliver or cause to be delivered
        to such Purchaser a certificate representing such shares that is free from
        all
        restrictive and other legends. The Company may not make any notation on its
        records or give instructions to any transfer agent of the Company that enlarge
        the restrictions on transfer set forth in this Section.

      


      (d)
        Each
        Purchaser, severally and not jointly with the other Purchasers, agrees that
        the
        removal of the restrictive legend from certificates representing Securities
        as
        set forth in this Section 4.1 is predicated upon the Company’s reliance that the
        Purchaser will sell any Securities pursuant to either the registration
        requirements of the Securities Act, including any applicable prospectus delivery
        requirements, or an exemption therefrom.

      


      4.2 Conversion
        Procedures.
        The
        form of Notice of Conversion included in the Debentures set forth the totality
        of the procedures required of the Purchasers in order to convert the Debentures.
        No additional legal opinion or other information or instructions shall be
        required of the Purchasers to convert their Debentures. The Company shall
        honor
        conversions of the Debentures and shall deliver Underlying Shares in accordance
        with the terms, conditions and time periods set forth in the Transaction
        Documents.

      


      4.3 Non-Public
        Information.
        The
        Company covenants and agrees that neither it nor any other Person acting
        on its
        behalf will provide any Purchaser or its agents or counsel with any information
        that the Company believes constitutes material non-public information, unless
        prior thereto such Purchaser shall have executed a written agreement regarding
        the confidentiality and use of such information. The Company understands
        and
        confirms that each Purchaser shall be relying on the foregoing representations
        in effecting transactions in securities of the Company.

      


      4.4 Use
        of
        Proceeds.
        The
        Company shall use the net proceeds from the sale of the Securities hereunder
        substantially for the development of the French Gulch Mine.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      4.5 Reservation
        and Listing of Securities.
        The
        Company shall maintain a reserve from its duly authorized shares of Common
        Stock
        for issuance pursuant to the Transaction Documents in such amount as may
        be
        required to fulfill its obligations in full under the Transaction
        Documents.

      


      4.6 Equal
        Treatment of Purchasers.
        No
        consideration shall be offered or paid to any person to amend or consent
        to a
        waiver or modification of any provision of any of the Transaction Documents
        unless the same consideration is also offered to all of the parties to the
        Transaction Documents. Further, the Company shall not make any payment of
        principal or interest on the Debentures in amounts which are disproportionate
        to
        the respective principal amounts outstanding on the Debentures at any applicable
        time. For clarification purposes, this provision constitutes a separate right
        granted to each Purchaser by the Company and negotiated separately by each
        Purchaser, and is intended for the Company to treat the Purchasers as a class
        and shall not in any way be construed as the Purchasers acting in concert
        or as
        a group with respect to the purchase, disposition or voting of Securities
        or
        otherwise.

      


      4.7 Delivery
        of Securities after Closing. The Company will deliver, or cause to be delivered,
        the respective Shares and Warrants purchased by each Purchaser to the Purchaser
        within 3 Trading Days of the Closing Date.

       

      4.8Resale
        by
        Purchaser. Each Purchaser understands and acknowledges, severally and not
        jointly with any other Purchaser, that the SEC takes the position that the
        coverage of short sales of shares of the Common Stock “against the box” before
        the Effective Date of the Registration Statement with the Shares is a violation
        of Section 5 of the Securities Act, as set forth in Item 65, Section 5 under
        Section A, of the Manual of Publicly Available Telephone Interpretations,
        dated
        July 1997, compiled by the Office of Chief Counsel, Division of Corporation
        Finance. Accordingly, no Purchaser will use any of the Shares to cover any
        short
        sales made before the Effective Date. Further, each Purchaser will comply
        with
        any obligations it may have under Regulation M with respect to the resale
        of the
        Securities.

       

       

      4.9 Not
        Future Indebtedness.
        So long
        as any Debenture is outstanding, the Company shall not, and shall not permit
        any
        of its subsidiaries to, directly or indirectly, without the prior approval
        of
        Purchaser, other than in the ordinary course of businees or pursuant to existing
        obligations,
        enter
        into, create, incur, assume, guarantee or suffer to exist any indebtedness
        for
        borrowed money of any kind, including but not limited to, a guarantee, on
        or
        with respect to any of its property or assets now owned or hereafter acquired
        or
        any interest therein or any income or profits therefrom;

       

      ARTICLE
        V - MISCELLANEOUS

       

      5.1 Termination.
        This
        Agreement may be terminated only
        by
        mutual written agreement of the parties or by
        any
        Purchaser, as to such Purchaser’s obligations hereunder only and without any
        effect whatsoever on the obligations between the Company and the other
        Purchasers, by written notice to the other parties, if the Closing has not
        been
        consummated on or about March
        12,
        2007; provided,
        however, that no such termination will affect the right of any party to sue
        for
        any breach by the other party (or parties).

      


      5.2 Entire
        Agreement.
        The
        Transaction Documents, together with the exhibits and schedules thereto,
        contain
        the entire understanding of the parties with respect to the subject matter
        hereof and supersede all prior agreements and understandings, oral or written,
        with respect to such matters, which the parties acknowledge have been merged
        into such documents, exhibits and schedules.

      


      5.3 Notices.
        Any and
        all notices or other communications or deliveries required or permitted to
        be
        provided hereunder shall be in writing and shall be deemed given and effective
        on the earliest of (a) the date of transmission, if such notice or communication
        is delivered via facsimile (with
        receipt of successful transmission) at
        the
        facsimile number set forth on the signature pages attached hereto prior to
        5:30
        p.m. (Nevada time) on a Trading Day, (b) the next Trading Day after the date
        of
        transmission, if such notice or communication is delivered via
        facsimile
        (with
        receipt of successful transmission)
        at the
        facsimile number set forth on the signature pages attached hereto on a day
        that
        is not a Trading Day or later than 5:30 p.m. (Nevada time) on any Trading
        Day,
        (c) the 2nd Trading Day following the date of mailing, if sent by US.
        nationally recognized overnight courier service, or (d) upon actual receipt
        by
        the party to whom such notice is required to be given. The address for such
        notices and communications shall be as set forth on the signature pages attached
        hereto.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      5.4 Amendments;
        Waivers.
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed, in the case of an amendment, by the Company and each
        Purchaser or, in the case of a waiver, by the party against whom enforcement
        of
        any such waiver is sought. No waiver of any default with respect to any
        provision, condition or requirement of this Agreement shall be deemed to
        be a
        continuing waiver in the future or a waiver of any subsequent default or
        a
        waiver of any other provision, condition or requirement hereof, nor shall
        any
        delay or omission of either party to exercise any right hereunder in any
        manner
        impair the exercise of any such right.

      


      5.5 Headings.
        The
        headings herein are for convenience only, do not constitute a part of this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party.

      


      5.6 Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their successors and permitted assigns. The Company may not assign this
        Agreement or any rights or obligations hereunder without the prior written
        consent of each Purchaser. Any Purchaser may assign any or all of its rights
        under this Agreement to any Person to whom such Purchaser assigns or transfers
        any Securities, provided such transferee agrees in writing to be bound, with
        respect to the transferred Securities, by the provisions hereof that apply
        to
        the “Purchasers”.

      


      5.7 No
        Third-Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        successors and permitted assigns and is not for the benefit of, nor may any
        provision hereof be enforced by, any other Persons.

      


      5.8 Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of the Transaction Documents shall be governed by and construed and enforced
        in
        accordance with the internal laws of the State of Nevada, without regard
        to the
        principles of conflicts of law thereof. Each party agrees that all legal
        proceedings concerning the interpretations, enforcement and defense of the
        transactions contemplated by this Agreement and any other Transaction Documents
        (whether brought against a party hereto or its respective affiliates, directors,
        officers, shareholders, employees or agents) shall be commenced exclusively
        in
        the state and federal courts sitting in the City of Reno. Each party hereby
        irrevocably submits to the exclusive jurisdiction of the state and federal
        courts sitting in the City of Reno, State of Nevada for the adjudication
        of any
        dispute hereunder or in connection herewith or with any transaction contemplated
        hereby or discussed herein (including with respect to the enforcement of
        any of
        the Transaction Documents), and hereby irrevocably waives, and agrees not
        to
        assert in any suit, action or proceeding, any claim that it is not personally
        subject to the jurisdiction of any such court, that such suit, action or
        proceeding is improper or inconvenient venue for such proceeding. 

      


      Each
        party hereby irrevocably waives personal service of process and consents
        to
        process being served in any such suit, action or proceeding by mailing a
        copy
        thereof via registered or certified mail or overnight delivery (with evidence
        of
        delivery) to such party at the address in effect for notices to it under
        this
        Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        The parties hereby waive all rights to a trial by jury. If either party shall
        commence an action or proceeding to enforce any provisions of the Transaction
        Documents, then the prevailing party in such action or proceeding shall be
        reimbursed by the other party for its attorneys’ fees and other costs and
        expenses incurred with the investigation, preparation and prosecution of
        such
        action or proceeding.

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      5.9 Survival.
        The
covenants
        and other agreements of the parties shall survive the Closing. The representations
        and warranties contained herein shall survive the Closing and the delivery,
        exercise and/or conversion of the Securities for two
        years.

       

      5.10 Execution.
        This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile
        transmission, such signature shall create a valid and binding obligation
        of the
        party executing (or on whose behalf such signature is executed) with the
        same
        force and effect as if such facsimile signature page were an original
        thereof.

      


      5.11 Severability.
        If any
        provision of this Agreement is held to be invalid or unenforceable in any
        respect, the validity and enforceability of the remaining terms and provisions
        of this Agreement shall not in any way be affected or impaired thereby and
        the
        parties will attempt to agree upon a valid and enforceable provision that
        is a
        reasonable substitute therefor, and upon so agreeing, shall incorporate such
        substitute provision in this Agreement.

      


      5.12 Replacement
        of Securities.
        If any
        certificate or instrument evidencing any Securities is mutilated, lost, stolen
        or destroyed, the Company shall issue or cause to be issued in exchange and
        substitution for and upon cancellation thereof, or in lieu of and substitution
        therefor, a new certificate or instrument, but only upon receipt of evidence
        reasonably satisfactory to the Company of such loss, theft or destruction
        and
        customary and reasonable indemnity, if requested. The applicants for a new
        certificate or instrument under such circumstances shall also pay any reasonable
        third-party costs associated with the issuance of such replacement
        Securities.

      


      5.13 Remedies.
        In
        addition to being entitled to exercise all rights provided herein or granted
        by
        law, including recovery of damages, each of the Purchasers and the Company
        will
        be entitled to specific performance under the Transaction Documents The
        parties
        agree that monetary damages may not be adequate compensation for any loss
        incurred by reason of any breach of obligations described in the foregoing
        sentence and hereby agrees to waive in any action for specific performance
        of
        any such obligation the defense that a remedy at law would be
        adequate.

      


      5.14 Payment
        Set Aside.
        To the
        extent that the Company makes a payment or payments to any Purchaser pursuant
        to
        any Transaction Document or a Purchaser enforces or exercises its rights
        thereunder, and such payment or payments or the proceeds of such enforcement
        or
        exercise or any part thereof are subsequently invalidated, declared to be
        fraudulent or preferential, set aside, recovered from, disgorged by or are
        required to be refunded, repaid or otherwise restored to the Company, a trustee,
        receiver or any other person under any law (including, without limitation,
        any
        bankruptcy law, state or federal law, common law or equitable cause of action),
        then to the extent of any such restoration the obligation or part thereof
        originally intended to be satisfied shall be revived and continued in full
        force
        and effect as if such payment had not been made or such enforcement or setoff
        had not occurred.

      


      
        
          
          

        

        
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      5.15 Usury.
        To the
        extent it may lawfully do so, the Company hereby agrees not to insist upon
        or
        plead or in any manner whatsoever claim, and will resist any and all efforts
        to
        be compelled to take the benefit or advantage of, usury laws wherever enacted,
        now or at any time hereafter in force, in connection with any claim, action
        or
        proceeding that may be brought by any Purchaser in order to enforce any right
        or
        remedy under any Transaction Document. Notwithstanding any provision to the
        contrary contained in any Transaction Document, it is expressly agreed and
        provided that the total liability of the Company under the Transaction Documents
        for payments in the nature of interest shall not exceed the maximum lawful
        rate
        authorized under applicable law (the “Maximum
        Rate”),
        and,
        without limiting the foregoing, in no event shall any rate of interest or
        default interest, or both of them, when aggregated with any other sums in
        the
        nature of interest that the Company may be obligated to pay under the
        Transaction Documents exceed such Maximum Rate. It is agreed that if the
        maximum
        contract rate of interest allowed by law and applicable to the Transaction
        Documents is increased or decreased by statute or any official governmental
        action subsequent to the date hereof, the new maximum contract rate of interest
        allowed by law will be the Maximum Rate applicable to the Transaction Documents
        from the effective date forward, unless such application is precluded by
        applicable law. If under any circumstances whatsoever, interest in excess
        of the
        Maximum Rate is paid by the Company to any Purchaser with respect to
        indebtedness evidenced by the Transaction Documents, such excess shall be
        applied by such Purchaser to the unpaid principal balance of any such
        indebtedness or be refunded to the Company, the manner of handling such excess
        to be at such Purchaser’s election.

      


      5.16 Independent
        Nature of Purchasers’ Obligations and Rights.
        The
        obligations of each Purchaser under any Transaction Document are several
        and not
        joint with the obligations of any other Purchaser, and no Purchaser shall
        be
        responsible in any way for the performance of the obligations of any other
        Purchaser under any Transaction Document. Nothing contained herein or in
        any
        Transaction Document, and no action taken by any Purchaser pursuant thereto,
        shall be deemed to constitute the Purchasers as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Purchasers are in any way acting in concert or as a group with respect to
        such
        obligations or the transactions contemplated by the Transaction Documents.
        Each
        Purchaser shall be entitled to independently protect and enforce its rights,
        including without limitation the rights arising out of this Agreement or
        out of
        the other Transaction Documents, and it shall not be necessary for any other
        Purchaser to be joined as an additional party in any proceeding for such
        purpose. Each Purchaser has been represented by its own separate legal counsel
        in their review and negotiation of the Transaction Documents. 

      


      5.17 Construction.
        The
        parties agree that each of them and/or their respective counsel has reviewed
        and
        had an opportunity to revise the Transaction Documents and, therefore, the
        normal rule of construction to the effect that any ambiguities are to be
        resolved against the drafting party shall not be employed in the interpretation
        of the Transaction Documents or any amendments hereto.

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

       

      
        
          	
                  BULLION
                    RIVER GOLD CORP. INC.    

                   

                   

                  By:  
                     /s/ Peter Kuhn    

                  Peter
                    Kuhn,

                  President

                	
                  Address
                    for Notice:

                   

                  3500
                    Lakeside Court, Suite 200 

                  Reno,
                    Nevada 89509

                  (775)
                    324-4881

                


        

      

       

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      With
        a
        copy to (which shall not constitute notice):

       

        
          

        

      

       

      
 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      [PURCHASER
        SIGNATURE PAGES TO BULLION RIVER GOLD CORP., INC. SECURITIES PURCHASE
        AGREEMENT]

      
        
          

        



      IN
        WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
        to be duly executed by their respective authorized signatories as of the
        date
        first indicated above.

      


      Name
        of
        Purchaser: Elton Participation Corp.

      


      


      Signature
        of Authorized Signatory of Purchaser:
        /s/
        Peter-Paul Stengel

      Name
        of
        Authorized Signatory: Peter-Paul Stengel

      Title
        of
        Authorized Signatory: President

      Email
        Address of
        Purchaser:______________________________________________________

       

      Address
        for Notice of
        Purchaser:__________________________________________________

      ________________________________________________________________________________________

       

      Address
        for Delivery of Securities for Purchaser (if not same as
        above):_____________________

      ___________________________________________________________________________

      


      Principal
        Amount: $1,000,000.00

      Warrant
        Shares: 1,333,334

      


       

      


      [SIGNATURE
        PAGES CONTINUE]

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        	
                Schedule
                  3.1.g

              	 	 
	
                Bullion
                  River Gold Corp.

              	 	 
	
                Common
                  Stock and Warrants

              	 	 
	
                As
                  of July 31, 2006

              	 	 


      

       

      
        	 	 	
                Common
                  Stock

              	 	
                Warrants
                  

              	 
	
                As
                  of March 31, 2006

              	 	 	
                48,853,875
                  

              	 	 	
                27,030,136
                  

              	 
	
                Granted
                  or sold since March 31,2006

              	 	 	
                7,916,391
                  

              	 	 	
                7,350,009
                  

              	 
	
                Cancelled
                  since March 31, 2006

              	 	 	
                (166,667

              	
                )

              	 	
                (383,333

              	
                )

              
	
                Exercised
                  since March 31, 2006

              	 	 	
                1,173,960
                  

              	 	 	
                (1,173,960

              	
                )

              
	
                Total

              	 	 	
                57,777,559
                  

              	 	 	
                32,822,852
                  

              	 


      

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      Schedule
        3.1.k

       

      Bullion
        River Gold Debt and Lease Obligations

       

      As
        of June 30, 2006

      


       

      Accounts
        Payable and accruals of $841,028

       

      Long
        Term
        Reclamation Obligations $106,070, changes as required by law

       

      On
        October 3, 2005, the Company entered into a third party agreement to lease
        (2)
        Caterpillar IT28G loaders for a period of 36 months in the amount of $5,736
        per
        month. This lease ends on October 3, 2008. 

       

      On
        December 21, 2005, the Company entered into a third party agreement to lease
        (1)
        Skid Loader for the North Fork property. The term is 36 months ending December
        2008 with a monthly payment of $938.

      


      On
        February 14, 2006, the Company entered into a third party agreement to lease
        office space which commenced on April 1, 2006 and will end on March 31, 2009.
        This agreement was sought out to accommodate the growing support needs of
        the
        company and to reduce the rental cost per square foot. Payments under this
        agreement are:

      
        	 	
                ·

              	
                $6,000
                  per month from April 1 to June 30,
                  2006

              


      

      
        	 	
                ·

              	
                $7,855
                  per month from July 1, 2006 to March 31,
                  2007

              


      

      
        	 	
                ·

              	
                $8,091
                  per month from April 1, 2007 to March 31, 2008


              


      

      
        	 	
                ·

              	
                $8,333
                  per month from April 1, 2008 to March 31,
                  2009

              


      

       

      On
        February 15, 2006, the Company entered into a third party agreement to lease
        an
        Elphinstone R-1300 loader for a period of 36 months ending in February 2009
        in
        the amount of $6,776 per month. This equipment will be used at French Gulch.
        

      


      On
        April
        12, 2005, the Company entered into a lease agreement for a copier/printer
        for a
        48-month term ending April 30, 2009. Payment under this agreement is $221
        per
        month.

      


      On
        April
        16, 2006, the Company entered a rental agreement for office/housing space
        for
        the French Gulch property whereby the Company is committed to pay $1,550
        per
        month until April 15, 2007.

      


      On
        May 1,
        2006, the Company extended a rental agreement for office/housing space for
        the
        North Fork property whereby the Company is committed to pay $1,030 per month
        until October 2006.

      


      Additional
        leases up to $200,000 for leased vehicles

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      Schedule
        3.1.l

       

      
        	
                French
                  Gulch Mine Purchase Schedule

              	 	 
	
                WASHINGTON-NIAGARA
                  PURCHASE OPTION

              	 	 
	
                Date

              	
                7/31/2006

              	 	 
	 	 	 	 
	
                Statement

              	
                Total
                  amount of Purchase

              	
                $
                  1,500,000.00 

              	 
	 	
                Remaining
                  Amount for purchase 

              	
                $
                  896,084.00 

              	 


      

       

      
        	 	 	 	 
	
                Date

              	
                Description

              	
                Amount

              	
                Balance
                  Due

              
	 	 	 	 
	
                5/19/2005

              	
                French
                  Gulch exercises Option to purchase the Washington-Niagara

              	 	 
	 	
                Property
                  and receives the following credits to the purchase price

              	 	 
	 	
                for
                  payments made on Washington-Niagara's behalf.

              	 	 
	 	 	 	 
	 	
                Purchase
                  price

              	
                $
                  1,500,000.00 

              	 
	 	
                Initial
                  Purchase Option payment

              	
                (10,000.00)

              	 
	 	
                Advance
                  for tax arrearages to Shasta County

              	
                (15,000.00)

              	 
	 	
                Additional
                  overage of tax arrearages for Shasta County (paid
                  10/12/04)

              	
                (27,588.07)

              	 
	 	
                Additional
                  overage of tax arrearages for Trinity County (paid
                  10/12/04)

              	
                (5,612.00)

              	 
	 	
                2004-2005
                  claim maintenance fees paid to BLM and Counties

              	
                (3,416.00)

              	 
	 	
                State
                  of CA Mining Operation Annual Reports for 2001, 2002, 2003 (paid
                  12/7/04)

              	
                (3,238.00)

              	
                $
                  1,435,145.93 

              
	 	 	
                 

              	 
	
                5/19/2005

              	
                June
                  Option payment (less deductions), check #3075

              	
                (13,561.93)

              	
                1,421,584.00
                  

              
	 	 	 	 
	
                8/5/2005

              	
                August
                  Option payment, check #3146

              	
                (50,000.00)

              	
                1,371,584.00
                  

              
	 	 	 	 
	
                10/28/2005

              	
                October
                  Option payment, check #3237

              	
                (50,000.00)

              	
                1,321,584.00
                  

              
	 	 	 	 
	
                12/1/2006

              	
                December
                  Option payment, check #3270

              	
                (50,000.00)

              	
                1,271,584.00
                  

              
	 	 	 	 
	
                2/1/2006

              	
                February
                  Option payment, check #3360

              	
                (50,000.00)

              	
                1,221,584.00
                  

              
	 	 	 	 
	
                4/3/2006

              	
                April
                  Option payment, check #1721

              	
                (50,000.00)

              	
                1,171,584.00
                  

              
	 	 	 	 
	
                5/26/2006

              	
                June
                  Option payment, check #2056

              	
                (50,000.00)

              	
                1,121,584.00
                  

              
	 	 	 	 
	
                7/14/2006

              	
                Reduction
                  of Purchase Price for Investment

              	
                (175,500.00)

              	
                946,084.00
                  

              
	 	 	 	 
	
                7/27/2006

              	
                August
                  Option payment, check #2508

              	
                (50,000.00)

              	
                896,084.00
                  

              
	 	 	 	 
	
                Planned
                  Schedule of Payments

              	 	 
	 	 	 	 
	
                9/27/2006

              	
                October
                  Payment

              	
                (175,000.00)

              	
                721,084.00
                  

              
	 	 	 	 
	
                11/27/2006

              	
                December
                  Payment

              	
                (175,000.00)

              	
                546,084.00
                  

              
	 	 	 	 
	
                1/27/2007

              	
                February
                  Payment

              	
                (175,000.00)

              	
                371,084.00
                  

              
	 	 	 	 
	
                3/28/2007

              	
                April
                  Payment

              	
                (175,000.00)

              	
                196,084.00
                  

              
	 	 	 	 
	
                5/27/2007

              	
                June
                  Payment

              	
                (175,000.00)

              	
                21,084.00
                  

              
	 	 	 	 
	
                7/27/2007

              	
                August
                  Payment

              	
                (21,084.00)

              	
                -
                  

              


      

      


       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

    

    

      EXHIBIT
        A

      


      


      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
        NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
        A
        TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT
        AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
        LEGAL
        OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
        SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 

      


      


      Original
        Issue Date: March 12, 2007

      Conversion
        Price $0.75

      


      $1,000,000.00

      


      10%
        SECURED CONVERTIBLE DEBENTURE

      Due
        September 12, 2007

      


      This
        10%
        Secured Convertible Debentures of Bullion River Gold Corp., a Nevada
        corporation, having a principal place of business at 3500 Lakeside Court,
        Suite
        200, Reno, NV 89509 (the “Company”),
        designated as its 10% Secured Convertible Debenture, due September 12, 2007
        (this debenture, the “Debenture”
and
        collectively with the other such series of debentures, the “Debentures”).
        This
        Debenture is secured as provided for in the Securities Purchase Agreement
        and
        the Pledge Agreement referred to therein.

      


      FOR
        VALUE
        RECEIVED, the Company promises to pay to Elton Participation Corp. or its
        registered assigns (each a “Holder”),
        the
        principal sum of $1,000,000.00 by September
        12, 2007,
        or such
        earlier date as this Debenture is required or permitted to be repaid as provided
        hereunder (the “Maturity
        Date”),
        and
        to pay interest to the Holder on the aggregate unconverted and then outstanding
        principal amount of this Debenture in accordance with the provisions hereof.
        This Debenture is subject to the following additional provisions:

      


      Section
        1. Definitions

      


      For
        the
        purposes hereof, in addition to the terms defined elsewhere in this Debenture:
        (a) capitalized terms not otherwise defined herein have the meanings given
        to
        such terms in the Purchase Agreement, and (b) the following terms shall have
        the
        following meanings:

      


      “Alternate
        Consideration”
shall
        have the meaning set forth in Section 6.3.

      


      “Business
        Day”
means
        any day except Saturday, Sunday and any day which shall be a federal legal
        holiday in the United States or a day on which banking institutions in the
        State
        of Nevada are authorized or required by law or other government action to
        close.

      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      “Common
        Stock”
means
        the common stock, par value $0.001 per share, of the Company and stock of
        any
        other class of securities into which such securities may hereafter have been
        reclassified or changed into.

      


      “Conversion
        Date”
shall
        have the meaning set forth in Section 4.1.

      


      “Conversion
        Price”
shall
        have the meaning set forth in Section 4.3.

      


      “Conversion
        Shares”
means
        the shares of Common Stock issuable upon conversion of this Debenture or
        as
        payment of interest in accordance with the terms.

      


      “Effectiveness
        Period”
shall
        have the meaning given to such term in the Registration Rights
        Agreement.

      


      “Event
        of Default”
shall
        have the meaning set forth in Section 8.

      


      “Fundamental
        Transaction”
shall
        have the meaning set forth in Section 6.3.

      


      “Interest
        Conversion Rate”
means
        $0.75 per share.

      


      “Interest
        Payment Date”
shall
        have the meaning set forth in Section 2.2.

       

      “Maturity
        Date”
means
        September 12, 2007.

      


      “Nevada
        Courts”
shall
        have the meaning set forth in Section 9.4.

      


      “Notice
        of Conversion”
shall
        have the meaning set forth in Section 4.1.

      


      “Optional
        Prepayment”
shall
        have the meaning set forth in Section 7.

      


      “Optional
        Prepayment Amount”
shall
        have the meaning set forth in Section 7

      


      “Optional
        Prepayment Date”
shall
        have the meaning set forth in Section 7.

      


      “Optional
        Prepayment Notice”
shall
        have the meaning set forth in Section 7.

      


      “Original
        Issue Date”
shall
        mean the date of the first issuance of the Debentures regardless of the number
        of transfers of any Debenture and regardless of the number of instruments
        which
        may be issued to evidence such Debenture.

      


      “Person”
means
        a
        corporation, an association, a partnership, organization, a business, an
        individual, a government or political subdivision thereof or a governmental
        agency.

      


      “Purchase
        Agreement”
means
        the Securities Purchase Agreement, dated as of March 12, 2007, to which the
        Company and the original Holder are parties, as amended, modified or
        supplemented from time to time in accordance with its terms.

       

      “Trading
        Day”
means
        a
        day on which the Common Stock is traded on a Trading Market.

      


      “Trading
        Market”
means
        the following markets or exchanges on which the Common Stock is listed or
        quoted
        for trading on the date in question: The Over The Counter Bulletin Board,
        the
        Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock Exchange
        or the Nasdaq National Market.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      Section
        2. Interest

      


      2.1 Accrual
        of Interest.
        Interest
        shall accrue on the principal balance of this Debenture at the rate of ten
        percent (10%) per annum.

      


      2.2 Payment
        of Interest in Cash or Kind.
        The
        Company shall pay interest to the Holder on the aggregate unconverted and
        then
        outstanding principal amount of this Debenture at the rate of 10% simple
        interest per annum, payable on the Maturity Date (except that, if that date
        is
        not a Business Day, then such payment shall be due on the next succeeding
        Business Day) (each such date, an “Interest
        Payment Date”).
        Interest may be paid in cash, or if by mutual consent of the Company and
        the
        Holder,
        by
        shares of Common Stock at the “Interest
        Conversion Rate”
        or a
        combination of shares and cash.

       

      Section
        3. Repayment of Principal

      


      3.1 Repayment
        in U.S. Dollars.
        On or
        before the Maturity Date, the Company shall repay the unpaid principal amount
        of
        this Debenture in U.S. Dollars.

      


      3.2 The
        Company and the Holder may before or at the Maturity Date mutually agree
        to
        extend the Maturity Date for additional period(s).

      


      Section
        4.Conversion Into Shares of Common Stock

      


      4.1 Voluntary
        Conversion.
        At any
        time after the Original Issue date and until this Debenture is no longer
        outstanding, this Debenture shall be convertible into shares of Common Stock
        (“Conversion
        Shares”)
        at the
        option of the Holder, in whole or in part,
        at any
        time and from time to time. The Holder shall effect conversions by delivering
        to
        the Company the form of Notice of Conversion attached hereto as
        Annex
        A
        (a
“Notice
        of Conversion”),
        specifying therein the principal amount of this Debenture,
        and
        accrued interest thereon,
        to be
        converted and the date on which such conversion is to be effected (a
“Conversion
        Date”).
        If no
        Conversion Date is specified in a Notice of Conversion, the Conversion Date
        shall be the date that such Notice of Conversion is provided hereunder. To
        effect conversions hereunder, the Holder shall not be required to physically
        surrender this Debenture to the Company unless the entire principal amount
        of
        this Debenture plus all accrued and unpaid interest thereon has been so
        converted. Conversions hereunder shall have the effect of lowering the
        outstanding principal amount of this Debenture in an amount equal to the
        applicable conversion. Any and all conversion hereunder shall be made in
        amounts
        of not less than $10,000 (and in increments
        of $10,000)
        unless
        the balance of the outstanding debenture amount is less than $10,000 and
        then in
        such event, the entire amount of the debenture shall be converted into shares
        of
        Common Stock if Holder elects to convert
        such
        balance.

      


      4.2 Conversion
        Records.
        The
        Holder and the Company shall maintain records showing the principal amount
        converted and the date of such conversions. The Company shall deliver a copy
        of
        its records as to Holder in a reasonable time following any conversion. If
        Holder disagrees with the Company’s records, Holder shall provide notice of such
        objection to the Company within twenty days following the Company’s mailing of
        such record to holder. In the event of any dispute or discrepancy, the records
        of the Company shall be controlling and determinative in the absence of manifest
        error. The Holder and any assignee, by acceptance of this Debenture, acknowledge
        and agree that, by reason of the provisions of this paragraph, following
        conversion of a portion of this Debenture, the unpaid and unconverted principal
        amount of this Debenture may be less than the amount stated on the face hereof.
        Notwithstanding anything herein to the contrary, the Holders right to convert
        hereunder shall in no way excuse the Company from having to meet its obligation
        to pay the outstanding principal and interest on this Debenture nor shall
        it
        limit the Holder’s right to seek any other remedy against the Company for
        failing to meet such obligations. The right to convert this Debenture into
        Conversion Shares is in addition to any other rights or remedies the Holder
        may
        have hereunder or under law.

      


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      4.3 Conversion
        Price.
        The
        conversion price in effect on any Conversion Date shall be $0.75 (subject
        to
        adjustment
        as
        provided
        herein)(the “Conversion
        Price”).

      


      4.4 Mechanics
        of Conversion

      


      (a) Conversion
        Shares Issuable Upon Conversion of Principal Amount.
        The
        number of shares of Common Stock issuable upon a conversion hereunder shall
        be
        determined by the quotient obtained by dividing (x) the outstanding principal
        amount of this Debenture to be converted by (y) the Conversion
        Price.

      


      (b) Delivery
        of Certificate Upon Conversion.
        Not
        later than seven Trading Days after any Conversion Date, the Company will
        deliver or cause to be delivered to the Holder (A) a certificate or certificates
        representing the Conversion Shares which shall be free of restrictive legends
        and trading restrictions (other than those required by the Purchase Agreement)
        representing the number of shares of Common Stock being acquired upon the
        conversion of this Debenture including payment of interest in shares of Common
        Stock. The Company shall, if available and if allowed under applicable
        securities laws, use its best efforts to deliver any certificate or certificates
        required to be delivered by the Company under this Section electronically
        through the Depository Trust Corporation or another established clearing
        corporation performing similar functions.

      


      (c) Failure
        to Deliver Certificates.
        If in
        the case of any Notice of Conversion such certificate or certificates are
        not
        delivered to or as directed by the applicable Holder by the third Trading
        Day
        after a Conversion Date, the Holder shall be entitled by written notice to
        the
        Company at any time on or before its receipt of such certificate or certificates
        thereafter, to rescind such conversion, in which event the Company shall
        immediately return the certificates representing the principal amount of
        this
        Debenture tendered for conversion.

       

      (d) Reservation
        of Shares Issuable Upon Conversion.
        The
        Company covenants that it will at all times reserve and keep available out
        of
        its authorized and unissued shares of Common Stock solely for the purpose
        of
        issuance upon conversion of this Debenture and payment of interest on this
        Debenture, each as herein provided, free from preemptive rights or any other
        actual contingent purchase rights of persons other than the Holder (and the
        other holders of the Debentures), not less than such number of shares of
        the
        Common Stock as shall (subject to the terms and conditions set forth in the
        Purchase Agreement) be issuable (taking into account the adjustments and
        restrictions of Section 6) upon the conversion of the outstanding principal
        amount of this Debenture and payment of interest hereunder. The Company
        covenants that all shares of Common Stock that shall be so issuable shall,
        upon
        issue, be duly and validly authorized, issued and fully paid, and
        nonassessable.

       

      (e) Fractional
        Shares.
        The
        Holder shall be entitled to receive, in lieu of fractional shares, one whole
        share of Common Stock.

      


      (g). Transfer
        Taxes.
        The
        issuance of certificates for shares of the Common Stock on conversion of
        this
        Debenture shall be made without charge to the Holder hereof for any documentary
        stamp or similar taxes that may be payable in respect of the issue or delivery
        of such certificate, provided that the Company shall not be required to pay
        any
        tax that may be payable in respect of any transfer involved in the issuance
        and
        delivery of any such certificate upon conversion in a name other than that
        of
        the Holder of this Debenture so converted and the Company shall not be required
        to issue or deliver such certificates unless or until the person or persons
        requesting the issuance thereof shall have paid to the Company the amount
        of
        such tax or shall have established to the satisfaction of the Company that
        such
        tax has been paid.

      


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

      Section
        5. Registration of Transfers and Exchanges

      


      5.1 Different
        Denominations.
        This
        Debenture is exchangeable for an equal aggregate principal amount of Debentures
        of different authorized denominations, as requested by the Holder surrendering
        the same. No service charge will be made for such registration of transfer
        or
        exchange.

      


      5.2 Investment
        Representations.
        This
        Debenture has been issued subject to certain investment representations of
        the
        original Holder set forth in the Purchase Agreement and may be transferred
        or
        exchanged only in compliance with the Purchase Agreement and applicable federal
        and state securities laws and regulations.

      


      5.3 Reliance
        on Debenture Register.
        Prior
        to due presentment to the Company for transfer of this Debenture, the Company
        and any agent of the Company may treat the Person in whose name this Debenture
        is duly registered on the Debenture Register as the owner hereof for the
        purpose
        of receiving payment as herein provided and for all other purposes, whether
        or
        not this Debenture is overdue, and neither the Company nor any such agent
        shall
        be affected by notice to the contrary.

      


      Section
        6. Certain Adjustments

      


      6.1 Stock
        Dividends and Stock Splits.
        If the
        Company, at any time while this Debenture is outstanding: (A) pays a stock
        dividend or otherwise makes a distribution or distributions on shares of
        its
        Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock (which, for avoidance of doubt, shall not include
        any
        shares of Common Stock issued by the Company pursuant to this Debenture,
        including as interest thereon), (B) subdivides outstanding shares of Common
        Stock into a larger number of shares, (C) combines (including by way of reverse
        stock split) outstanding shares of Common Stock into a smaller number of
        shares,
        or (D) issues by reclassification of shares of the Common Stock any shares
        of
        capital stock of the Company, then the Conversion Price shall be multiplied
        by a
        fraction of which the numerator shall be the number of shares of Common Stock
        (excluding treasury shares, if any) outstanding immediately before such event
        and of which the denominator shall be the number of shares of Common Stock
        outstanding immediately after such event. Any adjustment made pursuant to
        this
        Section shall become effective immediately after the record date for the
        determination of stockholders entitled to receive such dividend or distribution
        and shall become effective immediately after the effective date in the case
        of a
        subdivision, combination or re-classification.

       

      6.2 Subsequent
        Equity Issuances.
        If the
        Company or any subsidiary thereof, at any time while any Debenture is
        outstanding, issues, sells or grants any option to purchase or issues, sells
        or
        grants any right to reprice its securities, or otherwise disposes of or issues
        (or announces any sale, grant or any option to purchase or other disposition
        of)
        any Common Stock or Common Stock Equivalents entitling any Person to acquire
        shares of Common Stock at an effective price per share that is lower than
        the
        higher of (i) the then Conversion Price and (ii) 80% of the then VWAP (such
        lower effective price price per share, the “Base
        Conversion Price”
and
        such issuances collectively, a “Dilutive
        Issuance”)
        (if a
        holder of the Common Stock or Common Stock Equivalents so issued shall at
        any
        time, whether by operation of purchase price adjustments, reset provisions,
        floating conversion, exercise or exchange prices or otherwise, or due to
        warrants, options or rights per share which are issued in connection with
        such
        issuance, be entitled to receive shares of Common Stock at an effective price
        per share that is lower than the Conversion Price, such issuance shall be
        deemed
        to have occurred for less than the higher of the then Conversion Price or
        80% of
        the then VWAP, as applicable, on such date of the Dilutive Issuance), then
        the
        Conversion Price shall be reduced, and only reduced, by multiplying the
        Conversion Price by a fraction, the numerator of which is the number of shares
        of Common Stock issued and outstanding (on a fully-diluted basis) immediately
        prior to the Dilutive Issuance plus the number of shares of Common Stock
        which
        the actual cash offering price for such Dilutive Issuance would purchase
        at the
        then Exercise Price, and the denominator of which shall be the sum of the
        number
        of shares of Common Stock issued and outstanding (on a fully-diluted basis)
        immediately prior to the Dilutive Issuance plus the number of shares of Common
        Stock and Common Stock Equivalents so issued or issuable in connection with
        the
        Dilutive Issuance, but in no event shall such adjustment reduce the Conversion
        Price to less than $0.05. 

      


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

      Notwithstanding
        the foregoing, no adjustment will be made under this Section 6.2 in respect
        of
        an Exempt Issuance.
        The
        Company shall notify each Holder in writing, no later than the five (5) Business
        Days prior to the issuance of any Common Stock or Common Stock Equivalents
        subject to this Section 6.2, indicating therein the applicable issuance price,
        or applicable reset price, exchange price, conversion price and other pricing
        terms (such notice, the “Dilutive
        Issuance Notice”).
        For
        purposes of clarification, whether or not the Company provides a Dilutive
        Issuance Notice pursuant to this Section 6.2, upon the occurrence of any
        Dilutive Issuance, each Holder is entitled to receive a number of Conversion
        Shares based upon the Base Conversion Price on or after the date of such
        Dilutive Issuance, regardless of whether such Holder accurately refers to
        the
        Base Conversion Price in the Notice of Conversion.


      


      6.3 Fundamental
        Transaction.
        If, at
        any time while this Debenture is outstanding, (A) the Company effects any
        merger
        or consolidation of the Company with or into another Person, (B) the Company
        effects any sale of all or substantially all of its assets in one or a series
        of
        related transactions, (C) any tender offer or exchange offer (whether by
        the
        Company or another Person) is completed pursuant to which holders of Common
        Stock are permitted to tender or exchange their shares for other securities,
        cash or property, or (D) the Company effects any reclassification of the
        Common
        Stock or any compulsory share exchange pursuant to which the Common Stock
        is
        effectively converted into or exchanged for other securities, cash or property
        (in any such case, a “Fundamental
        Transaction”),
        then
        upon any subsequent conversion of this Debenture, the Holder shall have the
        right to receive, for each Conversion Share that would have been issuable
        upon
        such conversion immediately prior to the occurrence of such Fundamental
        Transaction, the same kind and amount of securities, cash or property as
        it
        would have been entitled to receive upon the occurrence of such Fundamental
        Transaction if it had been, immediately prior to such Fundamental Transaction,
        the holder of one share of Common Stock (the “Alternate
        Consideration”).
        For
        purposes of any such conversion, the determination of the Conversion Price
        shall
        be appropriately adjusted to apply to such Alternate Consideration based
        on the
        amount of Alternate Consideration issuable in respect of one share of Common
        Stock in such Fundamental Transaction, and the Company shall apportion the
        Conversion Price among the Alternate Consideration in a reasonable manner
        reflecting the relative value of any different components of the Alternate
        Consideration.

      


      If
        holders of Common Stock are given any choice as to the securities, cash or
        property to be received in a Fundamental Transaction, then the Holder shall
        be
        given the same choice as to the Alternate Consideration it receives upon
        any
        conversion of this Debenture following such Fundamental Transaction To the
        extent necessary to effectuate the foregoing provisions, any successor to
        the
        Company or surviving entity in such Fundamental Transaction shall issue to
        the
        Holder a new debenture consistent with the foregoing provisions and evidencing
        the Holder’s right to convert such debenture into Alternate Consideration. The
        terms of any agreement pursuant to which a Fundamental Transaction is effected
        shall include terms requiring any such successor or surviving entity to comply
        with the provisions of this paragraph (d) and insuring that this Debenture
        (or
        any such replacement security) will be similarly adjusted upon any subsequent
        transaction analogous to a Fundamental Transaction.

      


      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

      6.4 Calculations.
        All
        calculations under this Section 6 shall be made to the nearest cent or the
        nearest 1/100th of a share, as the case may be. For purposes of this Section
        6,
        the number of shares of Common Stock deemed to be issued and outstanding
        as of a
        given date shall be the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

      


      6.5 Notice
        to the Holder.

      


      (a) Adjustment
        to Conversion Price.
        Whenever the Conversion Price is adjusted pursuant to any of this Section
        6, the
        Company shall promptly mail to each Holder a notice setting forth the Conversion
        Price after such adjustment and setting forth a brief statement of the facts
        requiring such adjustment. If the Company issues a variable rate security,
        despite the prohibition thereon in the Purchase Agreement, the Company shall
        be
        deemed to have issued Common Stock or Common Stock Equivalents at the lowest
        possible conversion or exercise price at which such securities may be converted
        or exercised in the case of a Variable Rate Transaction (as defined in the
        Purchase Agreement).

      


      (b) Notice
        to Allow Conversion by Holder.
        If (A)
        the Company shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Company shall declare a special nonrecurring cash dividend
        on or
        a redemption of the Common Stock; (C) the Company shall authorize the granting
        to all holders of the Common Stock rights or warrants to subscribe for or
        purchase any shares of capital stock of any class or of any rights; (D) the
        approval of any stockholders of the Company shall be required in connection
        with
        any reclassification of the Common Stock, any consolidation or merger to
        which
        the Company is a party, any sale or transfer of all or substantially all
        of the
        assets of the Company, of any compulsory share exchange whereby the Common
        Stock
        is converted into other securities, cash or property; (E) the Company shall
        authorize the voluntary or involuntary dissolution, liquidation or winding
        up of
        the affairs of the Company
        or (F)
        the Company shall authorize entering into any other type of Fundamental
        Transaction;
        then,
        in each case, the Company shall cause to be filed at each office or agency
        maintained for the purpose of conversion of this Debenture, and shall cause
        to
        be mailed to the Holder at its last addresses as it shall appear upon the
        stock
        books of the Company, at least 20 calendar days prior to the applicable record
        or effective date hereinafter specified, a notice stating (x) the date on
        which
        a record is to be taken for the purpose of such dividend, distribution,
        redemption, rights or warrants, or if a record is not to be taken, the date
        as
        of which the holders of the Common Stock of record to be entitled to such
        dividend, distributions, redemption, rights or warrants are to be determined
        or
        (y) the date on which such reclassification, consolidation, merger, sale,
        transfer or share exchange,
        or
        other Fundamental Transaction,
        is
        expected to become effective or close, and the date as of which it is expected
        that holders of the Common Stock of record shall be entitled to exchange
        their
        shares of the Common Stock for securities, cash or other property deliverable
        upon such reclassification, consolidation, merger, sale, transfer or share
        exchange,
        or
        other Fundamental Transaction;
        provided, that the failure to mail such notice or any defect therein or in
        the
        mailing thereof shall not affect the validity of the corporate action required
        to be specified in such notice. The Holder is entitled to convert this Debenture
        during the 20-day period commencing the date of such notice to the effective
        date of the event triggering such notice.

      


      Section
        7. Optional Prepayment Right

      


      Prior
        to
        the later of (i) August 3, 2007 and (ii) the date on which the Conversion
        Shares
        are registered pursuant to a registration statement filed with and declared
        effective by the Commission, the Company may only prepay the Debenture with
        the
        approval of the holder thereof. Following August 3, 2007, upon the Conversion
        Shares being registered pursuant to a registration statement filed with and
        declared effective by the Commission, the Company may,
        upon
        five (5) Business Days prior written notice to the Holder, prepay
        in
        part or in full the Debenture in accordance with this Section 7.
        The
        prepayment amount must be $300,000 or a greater amount. Notice
        of
        any
        proposed
        prepayment hereunder (an “Optional Prepayment”) shall be delivered to the
Holder
        of the
        Debentures and shall state (1) that the Company wishes
        to
        prepay the Debentures issued on the Original Issue Date and (2) the date
        of
        prepayment (the “Optional Prepayment Notice”). Subject
        to receiving the written consent of the Holder, on
        the date
        fixed for prepayment (the “Optional Prepayment Date”), the Company shall make
        payment of the Optional Prepayment Amount (as defined below) to the Holder.
        If
        the Company prepays
        a
        Debenture, the Company shall make payment to the Holder of an amount in cash
        equal to the
        principal amount to
        be
        prepaid
        plus any
        amount of interest owed hereunder to the Holder (“Optional Prepayment Amounts”).
        The Holder shall at all times prior to the Optional Prepayment Date maintain
        the
        right to convert all or any portion of the Debenture (and,
        thereafter, any unconverted portion) and
        any
        portion of Debenture so converted after receipt of an Optional Prepayment
        Notice
        and prior to the Optional Prepayment Date set forth in such notice and payment
        of the aggregate Optional Prepayment Amount shall be deducted from the principal
        amount of Debenture which is otherwise subject to prepayment pursuant to
        such
        notice. 

      


      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

      Section
        8.Events of Default.

      


      8.1 “Event
        of Default”.
        Wherever used herein, an Event of Default means any one of the following
        events
        (whatever the reason and whether it shall be voluntary or involuntary or
        effected by operation of law or pursuant to any judgment, decree or order
        of any
        court, or any order, rule or regulation of any administrative or governmental
        body):

      


      (a) any
        default in the payment of (A) the principal amount of any Debenture, or (B)
        interest on any Debenture, as and when the same shall become due and payable
        (whether on a Conversion Date or the Maturity Date or by acceleration or
        otherwise) which default, solely in the case of an interest payment or other
        default under clause (B) above, is not cured, within three
        (3)
        Trading
        Days;

      


      (b) the
        Company shall fail to observe or perform any other material covenant or material
        agreement contained in this Debenture or any other Debenture which failure
        is
        not cured, if possible to cure, within the earlier to occur of five
        (5)
        Trading
        Days after notice of such default sent by the Holder or by any other
        Holder;

      


      (c) a
        default
        or event of default (subject to any grace or cure period provided for in
        the
        applicable agreement, document or instrument) shall occur under any of the
        Transaction Documents,

      


      (d) any
        representation or warranty or covenant made herein, in any other Transaction
        Documents, in any written statement pursuant hereto or thereto, or in any
        other
        report, financial statement or certificate made or delivered to the Holder
        or
        any other holder of Debentures shall be untrue or incorrect in any material
        respect as of the date when made or deemed made;

      


      (e) (i)
        the
        Company or any of its Subsidiaries shall commence a case, as debtor, under
        any
        applicable bankruptcy or insolvency laws as now or hereafter in effect or
        any
        successor thereto, or the Company or any Subsidiary commences any other
        proceeding under any reorganization, arrangement, adjustment of debt, relief
        of
        debtors, dissolution, insolvency or liquidation or similar law of any
        jurisdiction whether now or hereafter in effect relating to the Company or
        any
        Subsidiary thereof or (ii) there is commenced a case against the Company
        or any
        Subsidiary thereof, under any applicable bankruptcy or insolvency laws, as
        now
        or hereafter in effect or any successor thereto which remains undismissed
        for a
        period of 60 days; or (iii) the Company or any Subsidiary thereof is adjudicated
        by a court of competent jurisdiction insolvent or bankrupt; or any order
        of
        relief or other order approving any such case or proceeding is entered; or
        (iv)
        the Company or any Subsidiary thereof suffers any appointment of any custodian
        or the like for it or any substantial part of its property which continues
        undischarged or unstayed for a period of 60 days; or (v) the Company or any
        Subsidiary thereof makes a general assignment for the benefit of creditors;
        or
        (vi) the Company shall fail to pay, or shall state that it is unable to pay,
        or
        shall be unable to pay, any
        of
        its debts or its
        debts
        generally as they become due; or (vii) the Company or any Subsidiary thereof
        shall call a meeting of its creditors with a view to arranging a composition,
        adjustment or restructuring of its debts; or (viii) the Company or any
        Subsidiary thereof shall by any act or failure to act expressly indicate
        its
        consent to, approval of or acquiescence in any of the foregoing; or (ix)
        any
        corporate or other action is taken by the Company or any Subsidiary thereof
        for
        the purpose of effecting any of the foregoing; or

      


      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

      (f) the
        Company or any Subsidiary shall default in any of its obligations under any
        mortgage, credit agreement or other facility, indenture agreement, factoring
        agreement or other instrument under which there may be issued, or by which
        there
        may be secured or evidenced,
        any
        indebtedness for borrowed money or money due under any long term leasing
        or
        factoring arrangement of the Company in an amount exceeding $1,000,000, whether
        such indebtedness now exists or shall hereafter,
        be
        created,
        unless
        otherwise approved in writing by the Holder.

       

      8.2 Remedies
        Upon Event of Default. If any Event of Default occurs, the Company
        shall give Holder prompt notice thereof and the full
        principal amount of this Debenture, together with interest and other amounts
        owing in respect thereof, to the date of acceleration shall become, at the
        Holder’s election, immediately due and payable in cash. Upon the payment in full
        of the
        principal and interest under
        the
        Debenture under this Section 8.2, the Holder shall promptly surrender this
        Debenture to or as directed by the Company. The Holder need not provide and
        the
        Company hereby waives any presentment, demand, protest or other notice of
        any
        kind, and the Holder may immediately and without expiration of any grace
        period
        enforce any and all of its rights and remedies hereunder and all other remedies
        available to it under applicable law. Such declaration may be rescinded and
        annulled by Holder at any time prior to payment hereunder and the Holder
        shall
        have all rights as a Debenture holder until such time, if any, as the full
        payment under this Section shall have been received by it. No such rescission
        or
        annulment shall affect any subsequent Event of Default or impair any right
        consequent thereon.

      


      Section
        9. Miscellaneous

      


      9.1 Notices.
        Any and
        all notices or other communications or deliveries to be provided by the Holder
        hereunder, including, without limitation, any Notice of Conversion, shall
        be in
        writing and delivered personally, by facsimile, sent by a nationally recognized
        overnight courier service, addressed to the Company, at the address set forth
        above, facsimile number (775) 324-7893, Attn: Peter Kuhn or such other address
        or facsimile number as the Company may specify for such purposes by notice
        to
        the Holder delivered in accordance with this Section. Any and all notices
        or
        other communications or deliveries to be provided by the Company hereunder
        shall
        be in writing and delivered personally, by facsimile, sent by a nationally
        recognized overnight courier service addressed to each Holder at the facsimile
        telephone number or address of such Holder appearing on the books of the
        Company, or if no such facsimile telephone number or address appears, at
        the
        principal place of business of the Holder. Any notice or other communication
        or
        deliveries hereunder shall be deemed given and effective on the earliest
        of (i)
        the date of transmission, if such notice or communication is delivered via
        facsimile at the facsimile telephone number specified in this Section prior
        to
        5:30 p.m. (Nevada time), (ii) the date after the date of transmission, if
        such
        notice or communication is delivered via facsimile at the facsimile telephone
        number specified in this Section later than 5:30 p.m. (Nevada time) on any
        date
        and earlier than 11:59 p.m. (Nevada time) on such date, (iii) the second
        Business Day following the date of mailing, if sent by nationally recognized
        overnight courier service, or (iv) upon actual receipt by the party to whom
        such
        notice is required to be given.

      


      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

      9.2 Absolute
        Obligation.
        Except
        as expressly provided herein, no provision of this Debenture shall alter
        or
        impair the obligation of the Company, which is absolute and unconditional,
        to
        pay the principal of, interest and liquidated damages (if any) on, this
        Debenture at the time, place, and rate, and in the coin or currency, herein
        prescribed. This Debenture is a direct debt obligation of the Company. This
        Debenture is second in priority to the previous Company/Holder $3,000,000
        Debenture covering substantially the same subject matter as this
        Debenture.

      


      9.3 Lost
        or Mutilated Debenture.
        If this
        Debenture shall be mutilated, lost, stolen or destroyed, the Company shall
        execute and deliver, in exchange and substitution for and upon cancellation
        of a
        mutilated Debenture, or in lieu of or in substitution for a lost, stolen
        or
        destroyed Debenture, a new Debenture for the principal amount of this Debenture
        so mutilated, lost, stolen or destroyed but only upon receipt of evidence
        of
        such loss, theft or destruction of such Debenture, and of the ownership hereof,
        and indemnity, if requested, all reasonably satisfactory to the
        Company.

      


      9.4 Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Debenture shall be governed by and construed and enforced in accordance
        with the internal laws of the State of Nevada, without regard to the principles
        of conflicts of law thereof. Each party agrees that all legal proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by any of the Transaction Documents (whether brought against
        a
        party hereto or its respective affiliates, directors, officers, shareholders,
        employees or agents) shall be commenced in the state and federal courts sitting
        in the City of Reno, State of Nevada (the “Nevada
        Courts”).
        Each
        party hereto hereby irrevocably submits to the exclusive jurisdiction of
        the
        Nevada Courts for the adjudication of any dispute hereunder or in connection
        herewith or with any transaction contemplated hereby or discussed herein
        (including with respect to the enforcement of any of the Transaction Documents),
        and hereby irrevocably waives, and agrees not to assert in any suit, action
        or
        proceeding, any claim that it is not personally subject to the jurisdiction
        of
        any such court, or such Nevada Courts are improper or inconvenient venue
        for
        such proceeding. 

      


      Each
        party hereby irrevocably waives personal service of process and consents
        to
        process being served in any such suit, action or proceeding by mailing a
        copy
        thereof via registered or certified mail or overnight delivery (with evidence
        of
        delivery) to such party at the address in effect for notices to it under
        this
        Debenture and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        Each party hereto hereby irrevocably waives, to the fullest extent permitted
        by
        applicable law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Debenture or the transactions contemplated
        hereby. If either party shall commence an action or proceeding to enforce
        any
        provisions of this Debenture, then the prevailing party in such action or
        proceeding shall be reimbursed by the other party for its attorneys’ fees and
        other costs and expenses incurred with the investigation, preparation and
        prosecution of such action or proceeding.

      


      9.5 Waiver.
        Any
        waiver by the Company or the Holder of a breach of any provision of this
        Debenture shall not operate as or be construed to be a waiver of any other
        breach of such provision or of any breach of any other provision of this
        Debenture. The failure of the Company or the Holder to insist upon strict
        adherence to any term of this Debenture on one or more occasions shall not
        be
        considered a waiver or deprive that party of the right thereafter to insist
        upon
        strict adherence to that term or any other term of this Debenture. Any waiver
        must be in writing.

      


      9.6 Severability.
        If any
        provision of this Debenture is invalid, illegal or unenforceable, the balance
        of
        this Debenture shall remain in effect, and if any provision is inapplicable
        to
        any person or circumstance, it shall nevertheless remain applicable to all
        other
        persons and circumstances. If it shall be found that any interest or other
        amount deemed interest due hereunder violates applicable laws governing usury,
        the applicable rate of interest due hereunder shall automatically be lowered
        to
        equal the maximum permitted rate of interest. The Company covenants (to the
        extent that it may lawfully do so) that it shall not at any time insist upon,
        plead, or in any manner whatsoever claim or take the benefit or advantage
        of,
        any stay, extension or usury law or other law which would prohibit or forgive
        the Company from paying all or any portion of the principal of or interest
        on
        this Debenture as contemplated herein, wherever enacted, now or at any time
        hereafter in force, or which may affect the covenants or the performance
        of this
        indenture, and the Company (to the extent it may lawfully do so) hereby
        expressly waives all benefits or advantage of any such law, and covenants
        that
        it will not, by resort to any such law, hinder, delay or impeded the execution
        of any power herein granted to the Holder, but will suffer and permit the
        execution of every such as though no such law has been enacted.

      


      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

      9.7 Next
        Business Day.
        Whenever any payment or other obligation hereunder shall be due on a day
        other
        than a Business Day or Trading Day, such payment or obligation shall be made
        or
        performed on the next succeeding Business Day.

      


      9.8 Headings.
        The
        headings contained herein are for convenience only, do not constitute a part
        of
        this Debenture and shall not be deemed to limit or affect any of the provisions
        hereof.

      


      9.9 Assumption.
        Any
        successor to the Company or surviving entity in a Fundamental Transaction
        shall
        (i) assume in writing all of the obligations of the Company under this Debenture
        and the other Transaction Documents pursuant to written agreements in form
        and
        substance satisfactory to the Holder (such approval not to be unreasonably
        withheld or delayed) prior to such Fundamental Transaction and (ii) to issue
        to
        the Holder a new debenture of such successor entity evidenced by a written
        instrument substantially similar in form and substance to this Debenture,
        including, without limitation, having a principal amount and interest rate
        equal
        to the principal amounts and the interest rates of the Debentures held by
        the
        Holder and having similar ranking to this Debenture, and satisfactory to
        the
        Holder (any such approval not to be unreasonably withheld or delayed). The
        provisions of this Section 9.9
        shall
        apply similarly and equally to successive Fundamental Transactions and shall
        be
        applied without regard to any limitations of this Debenture.

       

      IN
        WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
        by a
        duly authorized officer as of the date first above indicated.

       

      BULLION
        RIVER GOLD CORP.

      


      By:
        /s/
        Peter Kuhn

      Name:
        Peter Kuhn

      Title:
        President

      


      


      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

      ANNEX
        A

      


      NOTICE
        OF
        CONVERSION

      


      The
        undersigned hereby elects to convert principal (and
        accrued interest thereon) under
        the
        10% Secured Convertible Debenture of Bullion River Gold Corp., a Nevada
        corporation (the “Company”),
        due
        on September
        12, 2007 into shares of common stock, par value $0.001 per share (the
“Common
        Stock”),
        of
        the Company according to the conditions hereof, as of the date written below.
        If
        shares are to be issued in the name of a person other than the undersigned,
        the
        undersigned will pay all transfer taxes payable with respect thereto and
        is
        delivering herewith such certificates and opinions as reasonably requested
        by
        the Company in accordance therewith. No fee will be charged to the holder
        for
        any conversion, except for such transfer taxes, if any.

      


      By
        the
        delivery of this Notice of Conversion the undersigned represents and warrants
        to
        the Company that its ownership of the Common Stock does not exceed the amounts
        determined in accordance with Section 13(d) of the Exchange Act, specified
        under
        Section 4 of this Debenture.

      


      The
        undersigned agrees to comply with the prospectus delivery requirements under
        the
        applicable securities laws in connection with any transfer of the aforesaid
        shares of Common Stock.

      


      Conversion
        calculations:

      


      Date
        to
        Effect Conversion:___________________

      


      Principal
        Amount of Debenture to be Converted:
        $________

      Payment
        of Interest in Common Stock __ yes __ no

      


      If
        yes,
        $_____ of Interest Accrued on Account of

      Conversion
        at Issue.

      


      Number
        of
        shares of Common Stock to be issued:

      _______________________________________

      


      


      Signature:________________________________

      


      Name:___________________________________

      


      Address:
        _________________________________

      


      


       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
        B

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        registration rights agreement (this “Agreement”)
        is
        made as of March 12, 2007 among Bullion River Gold Corp., a Nevada corporation
        (the “Company”),
        and
        the purchasers (each a “Purchaser”
and
        collectively, the “Purchasers”).

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date of this Agreement among the Company and the Purchasers (the “Purchase
        Agreement”).
        The
        Company and the Purchasers agree that:

       

      1. Definitions.
        Capitalized terms used and not otherwise defined in this Agreement have the
        same
        meanings as they have in the Purchase Agreement. As used in this
        Agreement:

       

      “Effectiveness
        Period”
is
        defined in Section 2.

       

      “Filing
        Date”
means
        on or about March 31, 2007.

       

      “Holder”
or
        “Holders”
means
        the holder or holders from time to time of Registerable Securities.

       

      “Indemnified
        Party”
is
        defined in Section 5(b).

       

      “Indemnifying
        Party”
is
        defined in Section 5(b).

       

      “Losses”
        includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
        expenses. 

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
means
        the prospectus included in the Registration Statement, as amended or
        supplemented by any prospectus supplement, whether pre- or post-effective
        and
        all material incorporated by reference or deemed to be incorporated by reference
        in the prospectus.

       

      “Registerable
        Securities”
means
        all of the Securities, Warrants and the Warrant Shares, together with any
        shares
        of Common Stock issued or issuable upon any stock split, dividend or other
        distribution, recapitalization or similar event that affects the Shares or
        the
        Warrant Shares.

       

      “Registration
        Statement”
means
        the registration statements required to be filed hereunder, including the
        Prospectus, amendments and supplements to the registration statement or
        Prospectus, whether pre- and post-effective amendments, all exhibits to them,
        and all material incorporated by reference or deemed to be incorporated by
        reference in the registration statement.

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        amended from time to time, or any similar rule or regulation hereafter adopted
        by the Commission having substantially the same purpose and effect as this
        Rule.

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        amended from time to time, or any similar rule or regulation hereafter adopted
        by the Commission having substantially the same purpose and effect as this
        Rule.

       

      2. Registration.
        By the
        Filing Date, the Company will make best efforts to prepare and file with
        the
        Commission the Registration Statement covering the resale of all of the
        Registerable Securities for an offering to be made on a continuous basis
        pursuant to Rule 415. Subject to the terms of this Agreement, the Company
        will
        use its best efforts to cause the Registration Statement to be declared
        effective under the Securities Act on or about March 12, 2007 and will use
        its
        best efforts to keep the Registration Statement continuously effective under
        the
        Securities Act until all Registerable Securities covered by the Registration
        Statement have been sold or may be sold without volume restrictions pursuant
        to
        Rule 144(k) (the “Effectiveness
        Period”).

       

      3. Registration
        Procedures.

       

      (a) Each
        Holder will furnish to the Company, upon request from the Company, a completed
        Questionnaire in the form attached to this Agreement as Annex A at least
        five
        Trading Days before the Filing Date or earlier at the Company’s
        request;
        and
        will furnish, at the Company’s request, a statement certifying the number of
        shares of Common Stock beneficially owned by the Holder and, if required
        by the
        Commission, the name of the Person who has voting and dispositive control
        over
        the Shares

       

      (b) The
        Company will (i) prepare and file with the Commission the amendments to the
        Registration Statement as may be necessary to keep the Registration Statement
        continuously effective for the Registerable Securities for the Effectiveness
        Period; (ii) respond as promptly as reasonably possible to any comments received
        from the Commission with respect to the Registration Statement or any amendment;
        and (iii) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of Regisetrable
        Securities covered by the Registration Statement during the applicable
        period.

       

      (c) The
        Company will use commercially reasonable efforts to avoid the issuance of,
        or,
        if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
        of the Registration Statement, or (ii) any suspension of the qualification
        (or
        exemption from qualification) of any of the Registerable Securities for sale
        in
        any jurisdiction.

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

      (d) The
        Company will use its commercially reasonable efforts to register or qualify
        or
        cooperate with the selling Holders in connection with the registration or
        qualification (or exemption from the Registration or qualification) of
        Registerable Securities for the resale by the Holder under the securities
        or
        Blue Sky laws of the jurisdictions within the United States as any Holder
        reasonably requests in writing, to keep the Registration or qualification
        (or
        exemption) effective during the Effectiveness Period and to do any other
        acts or
        things reasonably necessary to enable the disposition in those jurisdictions
        of
        the Registerable Securities covered by the Registration Statement; provided,
        that the Company is not required to qualify generally to do business in any
        jurisdiction where it is not then so qualified, subject the Company to any
        material tax in any jurisdiction where it is not then so subject, or file
        a
        general consent to service of process in any such jurisdiction.

       

      (e) The
        Company will comply with all applicable rules and regulations of the
        Commission.

       

      (f) The
        Company will notify the Holders immediately, with confirmation in writing,
        if it
        receives during the Effectiveness Period a notice from any federal or state
        regulatory authority of any action that could affect the Holders’ ability to
        sell the Registerable Securities. 

       

      4. Registration
        Expenses.
        The
        Company will bear all fees and expenses that it incurs in performing or
        complying with this Agreement whether or not any Registerable Securities
        are
        sold pursuant to the Registration Statement.

       

      5. Indemnification

       

      (a) Indemnification
        by Holders.
        Each
        Holder will, severally and not jointly, indemnify and hold harmless the Company,
        its directors, officers, agents and employees, each Person who controls the
        Company (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act), and the directors, officers, agents or employees of
        the
        controlling Persons, to the fullest extent permitted by applicable law, from
        and
        against all Losses arising out of or based solely upon (i) the Holder’s failure
        to comply with the prospectus delivery requirements of the Securities Act
        or
        (ii) any untrue or alleged untrue statement of a material fact contained
        in any
        Registration Statement, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated or necessary to make the
        statements not misleading but only if the untrue statement or omission is
        contained in written information furnished by the Holder to the Company
        specifically for inclusion in the Registration Statement. 

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

      (b) Conduct
        of Indemnification Proceedings.
        If any
        Proceeding is brought or asserted against any Person entitled to indemnity
        under
        this Agreement (an “Indemnified
        Party”),
        the
        Indemnified Party will promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party may assume the defense, including the
        employment of counsel reasonably satisfactory to the Indemnified Party, and
        will
        pay all fees and expenses incurred in connection with defense; but an
        Indemnified Party’s failure to give the notice does not relieve the Indemnifying
        Party of its obligations or liabilities pursuant to this Agreement, unless
        a
        court of competent jurisdiction (whose decision is not subject to appeal
        or
        further review) decides that the failure has prejudiced the Indemnifying
        Party.
        Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
        in any Proceeding and participate in the defense, and will bear the expense
        of
        the counsel unless (i) the Indemnifying Party has agreed in writing to pay
        the
        fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
        the
        defense of the Proceeding and to employ counsel reasonably satisfactory to
        the
        Indemnified Party, or (iii) the named parties to the Proceeding (including
        any
        impleaded parties) include both the Indemnified Party and the Indemnifying
        Party, and the Indemnified Party reasonably believes that a material conflict
        of
        interest is likely to exist if the same counsel were to represent the
        Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
        Party notifies the Indemnifying Party in writing that it elects to employ
        separate counsel at the expense of the Indemnifying Party, the Indemnifying
        Party may not assume the defense and must bear the reasonable fees and expenses
        of the separate counsel). The Indemnifying Party is not liable for any
        settlement of any Proceeding without its written consent, which consent cannot
        be unreasonably withheld. No Indemnifying Party will, without the prior written
        consent of the Indemnified Party, settle any Proceeding that includes an
        Indemnified Party unless the settlement includes an unconditional release
        of the
        Indemnified Party from all liability on the claims that are the subject matter
        of the Proceeding. The Indemnifying Party will pay all reasonable fees and
        expenses of the Indemnified Party (including reasonable fees and expenses
        incurred in connection with investigating or preparing to defend a Proceeding
        in
        a manner consistent with this Section) to the Indemnified Party within ten
        Trading Days of written notice to the Indemnifying Party.

       

      (c) Contribution.
        If a
        claim for indemnification under Section 5(a)
        is
        unavailable to an Indemnified Party (by reason of public policy or otherwise),
        then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
        will contribute to the amount paid or payable by the Indemnified Party as
        a
        result of the Losses, in the proportion that is appropriate to reflect the
        relative fault of the Indemnifying Party and Indemnified Party in connection
        with the actions, statements or omissions that resulted in the Losses and
        any
        other relevant equitable considerations. The relative fault of the Indemnifying
        Party and Indemnified Party must be determined by referring to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, the
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent the
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses is deemed to include, subject to the limitations set out in
        this
        Agreement, any reasonable attorneys’ or other reasonable fees or expenses
        incurred by the party in connection with any Proceeding to the extent that
        the
        party would have been indemnified for the fees or expenses if the
        indemnification provided for in this Section 5
        was
        available to the party.
        The
        parties agree that it would not be just and equitable if contribution pursuant
        to this Section 5(c)
        were
        determined by pro rata allocation or by any other method of allocation that
        does
        not take into account the equitable considerations referred to in the
        immediately preceding paragraph. The indemnity and contribution agreements
        contained in this Section are in addition to any liability that the Indemnifying
        Parties may have to the Indemnified Parties.

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

      6. Miscellaneous

       

      (a) Remedies.
        If the
        Company or a Holder breaches any of its obligations under this Agreement,
        each
        Holder or the Company, as the case may be, in addition to being entitled
        to
        exercise all rights granted by law and under this Agreement, is entitled
        to
        specific performance of its rights under this Agreement.

       

      (b) Compliance.
        Each
        Holder will comply with the prospectus delivery requirements of the Securities
        Act as applicable to it in connection with sales of Registerable Securities
        pursuant to the Registration Statement.

       

      (c) Discontinued
        Disposition.
        Each
        Holder will, when it receives a notice from the Company under Section
3(f),
        immediately stop selling the Registerable Securities under the Registration
        Statement until the Holder has received written notice from the Company that
        the
        use of the applicable Prospectus may be resumed. The Company will use its
        best
        efforts to ensure that the use of the Prospectus may be resumed as promptly
        as
        is practicable.

       

      (d) Amendments
        and Waivers.
        This
        Agreement may not be amended, modified or supplemented, and waivers or consents
        to departures from its provisions may not be given, unless they are written
        and
        signed by the Company and each Holder of the then outstanding Registerable
        Securities.

       

      (e) Notices.
        Any
        notices or other communications or deliveries required or permitted to be
        provided hereunder must be made in accordance with the provisions of the
        Purchase Agreement.

       

      (f) Successors
        and Assigns.
        This
        Agreement inures to the benefit of and binds the successors and permitted
        assigns of each of the parties and inures to the benefit of each
        Holder.

       

      (g) Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts and delivered to
        the
        other parties by any means, each of which when so executed is deemed to be
        an
        original and, all of which taken together will constitute one and the same
        Agreement. 

       

      (h) Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement will be determined with the provisions of the Purchase
        Agreement.

       

      (i) Cumulative
        Remedies.
        The
        remedies provided are cumulative and do not exclude any remedies provided
        by
        law.

       

      (j) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions remain in
        full
        force and effect and are in no way affected, impaired or invalidated, and
        the
        parties will use their commercially reasonable efforts to find and employ
        an
        alternative means to achieve the same or substantially the same result as
        that
        contemplated by the term, provision, covenant or restriction. The parties
        stipulate that they would have executed the remaining terms, provisions,
        covenants and restrictions without including any that might be declared invalid,
        illegal, void or unenforceable.

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

      (k) Headings.
        The
        headings in this Agreement are for convenience of reference only and do not
        limit or otherwise affect the meaning.

       

      (l) Independent
        Nature of Holders’ Obligations and Rights.
        The
        obligations of each Holder are several and not joint with the obligations
        of any
        other Holder, and no Holder can be responsible in any way for the performance
        of
        the obligations of any other Holder. Nothing in the Transaction Documents
        delivered at any Closing, and no action taken by any Holder pursuant to them,
        can be deemed to constitute the Holders as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Holders are in any way acting in concert with respect to such obligations
        or the
        transactions contemplated by this Agreement. Each Holder is entitled to protect
        and enforce its rights and it is not necessary for any other Holder to be
        joined
        as an additional party in any proceeding for such purpose.

       

      *************************

      


       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      


      In
        witness whereof,
        the
        parties have executed this Registration Rights Agreement as of the date first
        written above.

      


       

      
        	 	
                BULLION
                  RIVER GOLD CORP. 

              
	 	
                 

                 

                By:/s/
                  Peter Kuhn

                Peter
                  Kuhn

                President

              


      

      


      


      


      [Signature
        page of holders follow.]

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

      [Holders’
        signature pages to BLRV Registration Rights Agreement]

      


      Name
        of
        Holder: Elton Participation Corp

       

      Signature
        of Authorized Signatory of Holder:
        /s/
        Peter-Paul Stengel

       

      Name
        of
        Authorized Signatory: Peter-Paul Stengel

       

      Title
        of
        Authorized Signatory: President

       

      


      


      [SIGNATURE
        PAGES CONTINUE]

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

      Annex
        A

       

      Bullion
        River Gold Corp.

       

      Selling
        Security-holder Notice and Questionnaire

       

      The
        undersigned beneficial owner of common stock, par value $0.001 per
        share
        (the “Common
        Stock”),
        of
        Bullion River Gold Corp., a
        Nevada corporation
        (the “Company”),
        (the
“Registerable
        Securities”)
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the “Commission”)
        a
        registration statement for the registration and resale under Rule 415 of
        the
        Securities Act of 1933 (the “Securities
        Act”),
        of
        the Registerable Securities, in accordance with the terms of the Registration
        Rights Agreement, dated as of March 12, 2007 (the “Registration
        Rights Agreement”),
        among
        the Company and the Purchasers. All capitalized terms not otherwise defined
        herein have the meanings ascribed to them in the Registration Rights
        Agreement.

       

      Certain
        legal consequences arise from being named as a selling security-holder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registerable Securities are advised to consult their
        own
        securities law counsel regarding the consequences of being named or not being
        named as a selling security-holder in the Registration Statement and the
        related
        prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the “Selling
        Security-holder”)
        of
        Registerable Securities hereby elects to include the Registerable Securities
        owned by it and listed below in Item 3 (unless otherwise specified under
        Item 3)
        in the Registration Statement.

       

      
        
          
          

        

        
          B-9

          
            

          

        

        
          
          

        

      

      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that this information is accurate:

       

      QUESTIONNAIRE

       

      
        	1.	
                Name.

              


      

       

      
        	 	
                (a)

              	
                Full
                  legal name of Selling Security-holder

              


        	 	 	 


        	 	 	 


      

       

      
        	 	 	 


        	 	
                (b)

              	
                Full
                  legal name of registered Holder (if not the same as (a) above)
                  through
                  which Registrable Securities listed in Item 3 below are
                  held:

              


        	 	 	 


        	 	 	 


      

      
 

      
        	 	
                (c)

              	
                Full
                  legal name of natural control person (which means a natural person
                  who
                  directly or indirectly alone or with others has power to vote or
                  dispose
                  of the securities covered by the
                  questionnaire):

              


        	 	 	 


        	 	 	 


      

       

       

      
        	2.	
                Address
                  for notices to Selling
                  Security-holder:

              


      

       

      
        	 
	 
	 
	
                Telephone: 

              
	
                Fax: 

              
	
                Contact
                  person: 

              


      

      


      
        	3.	
                Beneficial
                  Ownership of Registerable
                  Securities:

              


      

       

      
        	 	
                (a)

              	
                Type
                  and number of Registerable Securities beneficially
                  owned:

              


        	 	 	 


        	 	 	 


        	 	 	 


        	 	 	 


      

       

       

      
        
          
          

        

        
          B-10

          
            

          

        

        
          
          

        

      

      
        	4.	
                Broker-Dealer
                  Status:

              


      

       

      
        	 	
                (a)

              	
                Are
                  you a broker-dealer?

              


      

       

      Yes o      
        No
o

       

      
        	 	
                Note:

              	
                If
                  yes, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	 	
                (b)

              	
                Are
                  you an affiliate of a
                  broker-dealer?

              


      

      
         

        Yes o      
          No
o

      

       

      
        	 	
                (c)

              	
                If
                  you are an affiliate of a broker-dealer, do you certify that you
                  bought
                  the Registerable Securities in the ordinary course of business,
                  and at the
                  time of the purchase of the Registerable Securities to be resold,
                  you had
                  no agreements or understandings, directly or indirectly, with any
                  person
                  to distribute the Registerable
                  Securities?

              


      

      
         

        Yes o      
          No
o

      

       

      
        	 	
                Note:

              	
                If
                  no, the Commission’s staff has indicated that you should be identified as
                  an underwriter in the Registration
                  Statement.

              


      

       

      
        	5.	
                Beneficial
                  Ownership of Other Securities of the Company Owned by the Selling
                  Security-holder.

              


      

       

      Except
        as set forth below in this Item 5, the undersigned is not the beneficial
        or
        registered owner of any securities of the Company other than the Registrable
        Securities listed above in Item 3.

       

      
        	 	
                (a)

              	
                Type
                  and number of other securities beneficially owned by the Selling
                  Security-holder:

              


        	 	 	 


        	 	 	 


        	 	 	 


      

       

      
        	6.	
                Relationships
                  with the Company:

              


      

       

      Except
        as set forth below, neither the undersigned nor any of its affiliates, officers,
        directors or principal equity holders (owners of 5% of more of the equity
        securities of the undersigned) has held any position or office or has had
        any
        other material relationship with the Company (or its predecessors or affiliates)
        during the past three years.

       

      State
        any
        exceptions here:

      
         

        
          	 	
                	
                


          	 	 	 


        

         

        
          
            
            

          

          
            B-11

            
              

            

          

          
            
            

          

        

      

      The
        undersigned agrees to notify the Company promptly of any inaccuracies or
        changes
        in the foregoing information that may occur subsequent to this date at any
        time
        while the Registration Statement remains effective.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained in its answers to Items 1 through 6 and the inclusion of the
        information in the Registration Statement and the related Prospectus. The
        undersigned understands that the Company will rely upon this information
        in
        connection with its preparation or amendment of the Registration Statement
        and
        the related Prospectus.

       

      In
        witness whereof
        the
        undersigned, by authority duly given, has caused this Notice and Questionnaire
        to be executed and delivered either in person or by its duly authorized
        agent.

       

      
        	Dated:_______________________	
                Beneficial
                  Owner:_______________________________

              


      

      


      By:__________________________________________

      Name:

      Title: 

      


      Please
        fax a copy of this completed and executed Notice and Questionnaire to
        775-324-7893; and return the original by overnight mail to Bullion River
        Gold
        Corp., 3500 Lakeside Court, Suite 200, Reno, NV 89509.

      


      
        
          
          

        

        
          B-12

          
            

          

        

        
          
          

        

      

    

    
       

      
        EXHIBIT
          C

        


        


        PLEDGE
          AGREEMENT

        


        This
          Pledge Agreement (this “Agreement”), dated as of March 12, 2007, among Bullion
          River Gold Corp., a Nevada corporation (“Pledgor”) and Elton
          Participation Corp., a British Virgin Islands corporation (the“Secured
          Party”).

        


        Recitals

        


        The
          Pledgor is
          contemporaneously herewith entering
          into a
          Securities Purchase Agreement dated as of the date hereof (the “Purchase
          Agreement”), with Secured
          Party,
          pursuant to which the
          Secured Party
          agrees to purchase
          a
          Debenture from the Pledgor
          in
          accordance with and subject to the terms of the Purchase Agreement.

        


        It
          is a
          condition precedent to a Secured Party’s obligation
          to purchase
          a
          Debenture under the Purchase Agreement that the Pledgor execute and deliver
          to
          the Secured Party
          a Pledge
          Agreement in substantially the form hereof.

        


        French
          Gulch (Nevada) Mining Corp., a corporation organized under the laws of
          the State
          of Nevada (“French Gulch”), is a wholly-owned subsidiary of Pledgor. Pledgor has
          agreed to pledge all of its shares of French Gulch to the Secured Party
          to
          secure Pledgor’s obligations to the Secured Party
          under
          the Purchase Agreement and other Transaction Documents

        


        NOW,
          THEREFORE, in consideration of the premises and for other good and valuable
          consideration the receipt of which is hereby acknowledged, the parties
          hereto
          agree as follows:

        


        AGREEMENT

        


        1.
           Defined
          Terms.
          All
          capitalized terms used herein which are not defined herein shall have the
          meanings given to them in the Purchase Agreement. 

        


        2.
           Pledge
          and Grant of Security Interest.
          To
          secure the prompt
          payment
          and performance in
          full
          when due, whether at stated maturity, by required prepayment, declaration,
          acceleration, demand or otherwise (including the payment of amounts that
          would
          become due but for the operation of the automatic stay under Section 362(a)
          of
          the Bankruptcy Code), of all obligations and liabilities of every nature
          of
          Pledgor now or hereafter existing under or arising out of or in connection
          with
          the Purchase Agreement, the other Transaction Documents and all extensions
          or
          renewals thereof, whether for principal, interest (including, without
          limitation, interest that, but for the filing of a petition in bankruptcy
          with
          respect to the Borrower or any other Pledgor, would accrue on such obligations,
          whether or not such interest is an allowed claim), fees, expenses, indemnities
          or otherwise, whether voluntary or involuntary, direct or indirect, absolute
          or
          contingent, liquidated or unliquidated, whether or not jointly owed with
          others,
          and whether or not from time to time decreased or extinguished and later
          increased, created or incurred, and all or any portion of such obligations
          or
          liabilities that are paid, to the extent all or any part of such payment
          is
          avoided or recovered directly or indirectly from the Secured Party as a
          preference, fraudulent transfer or otherwise, and all obligations of every
          nature of Pledgor now or hereafter existing under this Agreement (all such
          obligations of Pledgor being the “Obligations”),
          the
          Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security
          interest to Secured Party
          in all
          of the following (the “Collateral”):

        


        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        

        (a)
           all
          shares of stock
          of
French
          Gulch owned
          by
          Pledgor (the “Pledged Stock”), the certificates representing the Pledged Stock
          and all dividends, cash, warrants,
          rights, instruments
          and other property or Proceeds
          from
          time to time received, receivable or otherwise distributed in respect of
          or in
          exchange for any or all of the Pledged Stock;

        


        (b)
           all
          additional shares of stock of French Gulch from time to time acquired by
          Pledgor
          in any manner, including, without limitation, stock dividends or a distribution
          in connection with any increase or reduction of capital, reclassification,
          merger, consolidation, sale of assets, combination of shares, stock split,
          spin-off or split-off (which shares shall be deemed to be part of the
          Collateral), and the certificates representing such additional shares,
          and all
          dividends, cash, instruments and other property or proceeds from time to
          time
          received, receivable or otherwise distributed in respect of or in exchange
          for
          any or all of such shares; 

        


        (c)
           all
          options,
          warrants
          and
          rights, whether as an addition to, in substitution of or in exchange for
          any
          shares of any Pledged Stock and all dividends, cash, instruments and other
          property or proceeds from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all such options,
          warrants
          and
          rights;
          and

        


        (d) to
          the
          extent not covered by clauses (a) through (c) above, all Proceeds of any
          or all
          of the foregoing Pledged Collateral. For purposes of this Agreement, the
          term
“Proceeds” includes whatever is receivable or received when Collateral or
          proceeds are sold, exchanged, collected or otherwise disposed of, whether
          such
          disposition is voluntary or involuntary, and includes, without limitation,
          proceeds of any indemnity or guaranty payable to such Pledgor or the Secured
          Party from time to time with respect to any of the Collateral

         

        3.
           Delivery
          of Collateral.
          All
          certificates or
          instruments representing
          or evidencing the Collateral
          shall
          be
          delivered to and
          held by
or
          on
          behalf of the Secured Party pursuant hereto and shall be in suitable form
          for
          transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s
          endorsement, where necessary, or duly executed instruments of transfer
          or
          assignment in blank, all in form and substance satisfactory to the Secured
          Party. The Secured Party shall have the right, at any time in its discretion
          and
          without
          notice to the Pledgor, to register
          in the name
          of the
          Secured Party
          or
          any of its nominees, as pledgee,
          any or
          all of the Collateral.
          In
          addition, the Secured Party
          shall
          have the right at any
          time to
          exchange certificates or instruments representing or evidencing the
          Collateral
          for
          certificates or instruments of smaller or larger denominations.

        


        4.
           Representations
          and Warranties of the Pledgor.
          The
          Pledgor represents and warrants to the Secured Party
          (which
          representations and warranties shall be deemed to continue to be made until
          all
          of the Obligations have been
          indefeasibly
          paid in
          full and each Transaction Document and each agreement and instrument entered
          into in connection therewith has been irrevocably terminated) that:

         

        
          
            
            

          

          
            C-2

            
              

            

          

          
            
            

          

        

        (a)
           the
          execution, delivery and performance by the Pledgor of this Agreement and
          the
          pledge of the Collateral hereunder do not and will not result in any violation
          of any agreement, indenture, instrument, license, judgment, decree, order,
          law,
          statute, ordinance or other governmental rule or regulation applicable
          to
          Pledgor;

        


        (b)
           this
          Agreement constitutes the legal, valid, and binding obligation of the Pledgor
          enforceable against the Pledgor in accordance with its terms;

        


        (c)
           (i)
          the
          Pledgor is the direct and beneficial owner of each share of the Pledged
          Stock;

        


        (d)
           all
          of
          the shares of the Pledged Stock have been duly authorized, validly issued
          and
          are fully paid and nonassessable;

        


        (e)
           no
          consent or approval of any person, corporation, governmental body, regulatory
          authority or other entity, is or will be necessary for (i) the execution,
          delivery and performance of this Agreement, (ii) the exercise by the Secured
          Party
          of any
          rights with respect to the Collateral or (iii) the pledge and assignment
          of, and
          the grant of a security interest in, the Collateral hereunder;

        


        (f)
           there
          are
          no pending or, to the best of Pledgor’s knowledge, threatened actions or
          proceedings before any court, judicial body, administrative agency or arbitrator
          which may adversely
          affect the Collateral;

        


        (g)
           the
          Pledgor has the requisite power and authority to enter into this Agreement
          and
          to pledge and assign the Collateral to the Secured Parties in accordance
          with
          the terms of this Agreement;

        


        (h)
           the
          Pledgor owns each item of the Collateral and, except for the pledge and
          security
          interest granted to Secured Party
          previously and hereunder, the Collateral is
          and
          shall be at all times
          free and
          clear of any other security interest, mortgage, pledge, claim, lien, charge,
          hypothecation, assignment, offset or encumbrance whatsoever (collectively,
          “Liens”);

        


        (i)
           there
          are
          no restrictions on transfer of the Pledged Stock contained in the certificate
          of
          incorporation or by-laws (or equivalent organizational documents) of Pledgor
          or French
          Gulch or otherwise which have not otherwise been enforceably and legally
          waived
          by the necessary parties;

        


        (j)
           none
          of
          the Pledged Stock has been issued or transferred in violation of the securities
          registration, securities disclosure or similar laws of any jurisdiction
          to which
          such issuance or transfer may be subject;

        


        (k) The
          pledge of the Collateral pursuant to this Agreement creates a valid and
          perfected first priority security interest in such Collateral, securing
          the
          payment of the Obligations; provided,
          that
          the Secured Party retains physical possession of any of the Pledged Stock
          the
          possession of which is required for perfection;

        


        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

        (l) All
          information heretofore, herein or hereafter supplied to the Secured Party
          by or
          on behalf of the Pledgor with respect to the Collateral is accurate and
          complete
          in all material respects;

        


        (m)  the
          pledge and assignment of the Collateral and the grant of a security interest
          under this Agreement vest in the Secured Party
          all
          rights of the Pledgor in the Collateral as contemplated by this Agreement;
          and

        


        (n)
           subject
          to (h), the Pledged Stock constitutes one hundred percent (100%) of the
          issued
          and outstanding shares of capital stock of French Gulch.

        


        5.
           Covenants.
          The
          Pledgor covenants that, until the Obligations shall be indefeasibly satisfied
          in
          full: 

        


        (a)
           the
          Pledgor will not sell, assign, transfer, convey, grant
          any
          option with respect to or
          otherwise dispose of its rights in or to the Pledged Stock or any interest
          therein; nor will Pledgor create, incur or permit to exist any Lien whatsoever
          with respect to any of the Pledged Stock or the proceeds thereof other
          than that
          created hereby.
          

        


        (b)
           the
          Pledgor will, at its expense, defend Secured Party’s
          right,
          title and security interest in and to the Collateral against the claims
          of any
          other party.

        


        (c)
           the
          Pledgor shall at any time, and from time to time, upon the written request
          of
          Secured Party,
          execute
          and deliver such further documents and do such further acts and things
          as
          Secured Party
          may
          reasonably request in order to effectuate the purposes of this Agreement
          including, but without limitation, delivering to Secured Party,
          upon
          the occurrence of an Event of Default, irrevocable proxies in respect of
          the
          Collateral in form satisfactory to Secured Parties. Until receipt thereof,
          upon
          an Event of Default that has occurred and is continuing beyond any applicable
          grace period, this Agreement shall constitute Pledgor’s proxy to Secured Parties
          or its nominee to vote all shares of Collateral then registered in the
          Pledgor’s
          name.
          The
          Pledgor
          hereby irrevocably authorizes
          the Secured Party at any time and from time to time to file in any filing
          office
          in any Uniform Commercial Code jurisdiction any initial financing statements
          and
          amendments thereto that (a) describe the Collateral as the collateral thereunder
          and (b) provide any other information required by Part 5 of Article 9 of
          the
          Uniform Commercial Code of such jurisdiction for the sufficiency or filing
          office acceptance of any financing statement or amendment. The Pledgor
          agrees to
          furnish any such information to the Secured Party promptly upon the Secured
          Party’s request. The Pledgor also ratifies its authorization for the Secured
          Party to have filed in any Uniform Commercial Code jurisdiction any like
          initial
          financing statements or amendments thereto if filed prior to the date
          hereof.

        


        (d)
           Pledgor
          will not consent to or approve the issuance of (i) any additional shares
          of any
          class of capital stock or other equity interests of French Gulch; or (ii)
          any
          securities convertible either voluntarily by the holder thereof or automatically
          upon the occurrence or nonoccurrence of any event or condition into, or
          any
          securities exchangeable for, any such shares, unless, in either case, such
          shares are pledged as Collateral pursuant to this Agreement.

        


        
          
            
            

          

          
            C-4

            
              

            

          

          
            
            

          

        

        (e) Except
          for use by the Company in its ordinary course of business, the Company
          or its
          subsidiaries shall not make any distributions or dividend payments. The
          Secured
          Party acknowledges and agrees that the general and administrative expense
          of the
          Company and its currently planned exploration activities in its other
          subsidiaries will be funded by the operations of French Gulch. The Company
          and
          its subsidiaries with not enter into any new ventures nor make any divergent
          exploration expenses from what is disclosed in its Securities Act or Exchange
          Act filings, until the Company has set aside an amount equal to the amount
          need
          to repay the Debenture in full into an account pledged for such repayment
          and
          satisfactory in all respect to Secured Party or has in fact repayed the
          Debenture in full, without prior approval of the Secured Party, which shall
          not
          be unreasonably withheld.

        


        (f) In
          the
          event the Company determines to wind up and terminate its operations or
          the
          operations of French Gulch, it shall provide twenty (20) days written notice
          to
          Secured Party prior to taking any substantive step in connection with such
          winding up and termination of business.

        


        6.
           Voting
          Rights and Dividends.
          So long
          as no Event of Default shall have occurred and be continuing, the Pledgor
          shall
          be entitled to exercise or refrain from exercising any and all voting and
          other
          consensual rights pertaining to the Pledged Stock
          for
          any purpose not inconsistent with the terms of this Agreement or the Purchase
          Agreement; provided,
          however,
          that
          the Pledgor shall not exercise any such right if the Secured Party shall
          have
          notified the Pledgor that, in the Secured Party’s judgment, such action would
          have an
          adverse
          effect on the value of the Pledged
          Stock or any part thereof; and provided,
          further,
          that
          the Pledgor shall give the
          Secured Party at least five days’ prior
          written
          notice of the manner in
          which
          it
          intends
          to exercise, or the reasons for refraining from exercising, any such
          right.
          So long
          as no Event of Default shall have occurred and be continuing, the Pledgor
          shall
          be entitled to receive any and all cash dividends paid on the Pledged
Stock.

        


        In
          addition to the Secured Party’s
          rights and remedies set forth in Section 8 hereof, in case an Event of
          Default
          shall have occurred and be continuing, (i) all rights of the Pledgor to
          exercise
          the voting and other consensual rights which it would otherwise be entitled
          to
          exercise pursuant to the immediately preceding paragraph shall cease, and
          all
          such rights shall thereupon become vested in the Secured Party who shall
          thereupon have the sole right to exercise such voting and other consensual
          rights; (ii) all rights of Pledgor to receive the dividends or other
          distributions which it would otherwise be authorized to receive and retain
          pursuant to the immediately preceding paragraph shall cease, and all such
          rights
          shall thereupon become vested in the Secured Party who shall thereupon
          have the
          sole right to receive and hold as Collateral such dividends or other
          distributions. 

        


        Following
          the occurrence of an Event of Default, all dividends and all other distributions
          in respect of any of the Collateral, shall be delivered to the Secured
          Party
          to hold
          as Collateral and shall, if received by the Pledgor, be received in trust
          for
          the benefit of the Secured Party,
          be
          segregated from the other property or funds of Pledgor, and be forthwith
          delivered to the Secured Party
          as
          Collateral in the same form as so received (with any necessary
          endorsement).

        


        
          
            
            

          

          
            C-5

            
              

            

          

          
            
            

          

        

        In
          order
          to permit the Secured Party to exercise the voting and other consensual
          rights
          which it may be entitled to exercise pursuant to this Section 6 and to
          receive
          all dividends and other distributions which it may be entitled to receive
          herein, (i) the Pledgor shall promptly execute and deliver (or cause to
          be
          executed and delivered) to the Secured Party all such proxies, dividend
          payment
          orders and other instruments as the Secured Party may from time to time
          reasonably request and (ii) without limiting the effect of the immediately
          preceding clause (i), the Pledgor hereby grants to the Secured Party an
          irrevocable proxy to vote the Pledged Stock pledged by it hereunder and
          to
          exercise all other rights, powers, privileges and remedies to which a holder
          of
          such Pledged Stock would be entitled (including, without limitation, giving
          or
          withholding written consents of shareholders or members, calling special
          meetings of shareholders or members and voting at such meetings), which
          proxy
          shall be effective, automatically and without the necessity of any action
          (including any transfer of any such Pledged Stock on the record books of
          the
          issuer thereof) by any other Person (including the issuer of such Pledged
          Stock
          or any officer or agent thereof), upon the occurrence of an Event of Default
          and
          which proxy shall only terminate upon the indefeasible payment in full
          in cash
          of the Obligations.

        


        7.
           Event
          of Default.
          An
“Event of Default” under this Agreement shall occur upon the happening of any of
          the following events:

        


        (a)
           an
“Event
          of Default” under any Transaction Document or any agreement or note related to
          any Transaction Document shall have occurred;

        


        (b)
           the
          Pledgor shall default in the performance of any of its obligations under
          any
          Transaction Document, including, without limitation, this Agreement, and
          such
          default shall not be cured during the cure period applicable
          thereto;

        


        (c)
           any
          representation or warranty of the Pledgor made herein, in any Transaction
          Document or in any agreement, statement or certificate given in writing
          pursuant
          hereto or thereto or in connection herewith or therewith shall be false
          or
          misleading in any material respect;

        


        (d)
           any
          portion of the Collateral is subjected to a levy of execution, attachment,
          distraint or other judicial process or any portion of the Collateral is
          the
          subject of a claim (other than by the Secured Party)
          of a
          Lien or other right or interest in or to the Collateral and such levy or
          claim
          shall not be cured, disputed or stayed within a period of fifteen (15)
          business
          days after the occurrence thereof; or

        


        (e)
           the
          Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
          of,
          or the taking of possession by, a receiver, custodian, trustee, liquidator
          or
          other fiduciary of itself or of all or a substantial part of its property,
          (ii)
          make a general assignment for the benefit of creditors, (iii) commence
          a
          voluntary case under any state or federal bankruptcy laws (as now or hereafter
          in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
          seeking to take advantage of any other law providing for the relief of
          debtors,
          (vi) acquiesce to, or fail to have dismissed, within thirty (30) days,
          any
          petition filed against it in any involuntary case under such bankruptcy
          laws, or
          (vii) take any action for the purpose of effecting any of the
          foregoing.

        


        
          
            
            

          

          
            C-6

            
              

            

          

          
            
            

          

        

        8.
           Remedies.
          In case
          an Event of Default shall have occurred and is continuing, the Secured
          Party
          may:


         

        (a)
           transfer
          any or all of the Collateral into its
          name, or
          into the name of its
          nominee
          or nominees;

        


        (b)
           exercise
          all corporate rights with respect to the Collateral including, without
          limitation, all rights of conversion, exchange, subscription or any other
          rights, privileges or options pertaining to any shares of the Collateral
          as if
          the Secure Party
          were the
          absolute owner thereof, including, but without limitation, the right to
          exchange, at their discretion, any or all of the Collateral upon the merger,
          consolidation, reorganization, recapitalization or other readjustment of
          the
          Issuer thereof, or upon the exercise by the Issuer of any right, privilege
          or
          option pertaining to any of the Collateral, and, in connection therewith,
          to
          deposit and deliver any and all of the Collateral with any committee,
          depository, transfer agent, registrar or other designated agent upon such
          terms
          and conditions as it may determine, all without liability except to account
          for
          property actually received by it; and

        


        (c)
           subject
          to any requirement of applicable law, sell, assign and deliver the whole
          or,
          from time to time, any part of the Collateral at the time held by the Secured
          Party,
          at any
          private sale or at public auction, with or without demand, advertisement
          or
          notice of the time or place of sale or adjournment thereof or otherwise
          (all of
          which are hereby waived, except such notice as is required by applicable
          law and
          cannot be waived), for cash or credit or for other property for immediate
          or
          future delivery, and for such price or prices and on such terms as the
          Secured
Party
          in its
          sole discretion may determine, or as may be required by applicable
          law.

        


        The
          Pledgor hereby waives and releases any and all right or equity of redemption,
          whether before or after sale hereunder. At any such sale, unless prohibited
          by
          applicable law, the Secured Party
          may bid
          for and purchase the whole or any part of the Collateral so sold free from
          any
          such right or equity of redemption. All moneys received by the Secured
          Party
          hereunder, whether upon sale of the Collateral or any part thereof or otherwise,
          shall be held by the Secured Party
          and
          applied as provided in Section 10 hereof. No failure or delay on the part
          of the
          Secured Party
          in
          exercising any rights hereunder shall operate as a waiver of any such rights
          nor
          shall any single or partial exercise of any such rights preclude any other
          or
          future exercise thereof or the exercise of any other rights hereunder.
          The
          Secured Party
          shall
          have no duty as to the collection or protection of the Collateral or any
          income
          thereon nor any duty as to preservation of any rights pertaining thereto,
          except
          to apply the funds in accordance with the requirements of Section 10 hereof.
          The
          Secured Party
          may
          exercise their rights with respect to property held hereunder without resort
          to
          other security for or sources of reimbursement for the Obligations. In
          addition
          to the foregoing, Secured Party
          shall
          have all of the rights, remedies and privileges of a secured party under
          the
          Uniform Commercial Code of Nevada (the “UCC”) regardless of the jurisdiction in
          which enforcement hereof is sought.

        


        
          
            
            

          

          
            C-7

            
              

            

          

          
            
            

          

        

        9.
           Private
          Sale.
          The
          Pledgor recognizes that the Secured Party
          may be
          unable to effect (or to do so only after delay which would adversely affect
          the
          value that might be realized from the Collateral) a public sale of all
          or part
          of the Collateral by reason of certain prohibitions contained in the Securities
          Act, and may be compelled to resort to one or more private sales to a restricted
          group of purchasers who will be obliged to agree, among other things, to
          acquire
          such Collateral for their own account, for investment and not with a view
          to the
          distribution or resale thereof. The Pledgor agrees that any such private
          sale
          may be at prices and on terms less favorable to the seller than if sold
          at
          public sales and that such private sales shall be deemed to have been made
          in a
          commercially reasonable manner. The Pledgor agrees that the Secured Party
          has
          no
          obligation to delay sale of any Collateral for the period of time necessary
          to
          permit French Gulch to register the Collateral for public sale under the
          Securities Act.

        


        10.
           Proceeds
          of Sale.
          The
          proceeds of any collection, recovery, receipt, appropriation, realization
          or
          sale of the Collateral shall be applied by the Secured Party
          as
          follows:

        


        (a)
           first,
          to
          the payment of all costs, reasonable expenses and charges of the Secured
          Party
          and to
          the reimbursement of the Secured Party
          for the
          prior payment of such costs, reasonable expenses and charges incurred in
          connection with the care and safekeeping of the Collateral (including,
          without
          limitation, the reasonable expenses of any sale or any other disposition
          of any
          of the Collateral), attorneys’ fees and reasonable expenses, court costs, any
          other fees or expenses incurred or expenditures or advances made by Secured
          Party
          in the
          protection, enforcement or exercise of its rights, powers or remedies
          hereunder;

        


        (b)
           second,
          to the payment of the Obligations, in whole or in part, in such order as
          the
          Secured Party
          may
          elect, whether or not such Obligations are
          then
          due;

        


        (c)
           third,
          to
          such persons, firms, corporations or other entities as required by applicable
          law including, without limitation, Section 9-615(a)(3) of the UCC;
          and

        


        (d)
           fourth,
          to the extent of any surplus,
          to the
Pledgor
          or as a
          court of competent jurisdiction may direct.

        


        In
          the
          event that the proceeds of any collection, recovery, receipt, appropriation,
          realization or sale are insufficient to satisfy the Obligations, the Pledgor
          shall be jointly and severally liable for the deficiency plus the costs
          and fees
          of any attorneys employed by Secured Party
          to
          collect such deficiency.

        


        11.
           No
          Waiver.
          Any and
          all of the Secured Party’s
          rights
          with respect to the Liens granted under this Agreement shall continue
          unimpaired, and Pledgor shall be and remain obligated in accordance with
          the
          terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization
          of any Pledgor, (b) the release or substitution of any item of the Collateral
          at
          any time, or of any rights or interests therein, or (c) any delay, extension
          of
          time, renewal, compromise or other indulgence granted by the Secured
Party
          in
          reference to any of the Obligations. The Pledgor hereby waives all notice
          of any
          such delay, extension, release, substitution, renewal, compromise or other
          indulgence, and hereby consents to be bound hereby as fully and effectively
          as
          if such Pledgor had expressly agreed thereto in advance. No delay or extension
          of time by the Secured Party
          in
          exercising any power of sale, option or other right or remedy hereunder,
          and no
          failure by the Secured Party
          to give
          notice or make demand, shall constitute a waiver thereof, or limit, impair
          or
          prejudice the Secured Party’s
          right
          to take any action against any Pledgor or to exercise any other power of
          sale,
          option or any other right or remedy.

        


        
          
            
            

          

          
            C-8

            
              

            

          

          
            
            

          

        

        12.
           Expenses.
          The
          Collateral shall secure, and the
          Pledgor
          shall pay to Secured Party
          on
          demand, from time to time, all reasonable costs and expenses, (including
          but not
          limited to, reasonable attorneys’ fees and costs, taxes, and all transfer,
          recording, filing and other charges) of, or incidental to, the custody,
          care,
          transfer, administration of the Collateral or any other collateral, or
          in any
          way relating to the enforcement, protection or preservation of the rights
          or
          remedies of the Secured Party
          under
          this Agreement or with respect to any of the Obligations.

        


        13.
           The
          Secured Party
          Appointed Attorney-In-Fact and Performance by the Secured
          Parties.
          Upon
          the occurrence of an Event of Default, the
          Pledgor
          hereby irrevocably constitutes and appoints the Secured Party
          as the
          Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to
          execute, acknowledge and deliver any instruments and to do in the
          Pledgor’s name, place and stead, all such acts, things and deeds for and on
          behalf of and in the name of such Pledgor, which the
          Pledgor
          could or might do or which the Secured Party
          may deem
          necessary, desirable or convenient to accomplish the purposes of this Agreement,
          including, without limitation, to execute such instruments of assignment
          or
          transfer or orders and to register, convey or otherwise transfer title
          to the
          Collateral into the Secured Party’s
          name.
          The Pledgor hereby ratifies and confirms all that said attorney-in-fact
          may so
          do and hereby declares this power of attorney to be coupled with an interest
          and
          irrevocable. If any Pledgor fails to perform any agreement herein contained,
          the
          Secured Party
          may
          itself perform or cause performance thereof, and any costs and expenses
          of the
          Secured Party
          incurred
          in connection therewith shall be paid by the Pledgor as provided in Section
          10
          hereof.

        


        14. Continuing
          Security Interest; Transfer Of Secured Obligations. This
          Agreement shall create a continuing security interest in the Collateral
          and
          shall remain in full force and effect until the indefeasible
          payment
          in full
          in
          cash
          of all
          Obligations. Upon the indefeasible
          payment
          in full
          in
          cash
          of all
          Obligations, the security interest granted hereby shall terminate hereunder
          and
          of record and all rights to the Collateral shall revert to Pledgor.


        


        15.
           Waivers.
          THE
          PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
          SUCH
          APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
          OF
          THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS
          TO
          TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
          DISPUTE,
          WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR
          ANY
          COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
          RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT,
          ANY
          OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

        


        
          
            
            

          

          
            C-9

            
              

            

          

          
            
            

          

        

        16.
           Recapture.
          Notwithstanding anything to the contrary in this Agreement, if the
          Secured Party
          receives
          any payment or payments on account of the Obligations, which payment or
          payments
          or any part thereof are subsequently invalidated, declared to be fraudulent
          or
          preferential, set aside and/or required to be repaid to a trustee, receiver,
          or
          any other party under the United States Bankruptcy Code, as amended, or
          any
          other federal or state bankruptcy, reorganization, moratorium or insolvency
          law
          relating to or affecting the enforcement of creditors’ rights generally, common
          law or equitable doctrine, then to the extent of any sum not finally retained
          by
          the Secured Party,
          the
          Pledgor’s obligations to the Secured Party
          shall be
          reinstated and this Agreement shall remain in full force and effect (or
          be
          reinstated) until payment shall have been made to Secured Party,
          which
          payment shall be due on demand.

        


        17.
           Captions.
          All
          captions in this Agreement are included herein for convenience of reference
          only
          and shall not constitute part of this Agreement for any other
          purpose.

        


        18. Action
          by Secured Party.
          If
          the
          Secured Party
          shall
          take any action, including any waiver, under this Pledge Agreement, the
          action
          of the Secured Party
          shall be
          determined by the written consent of the holders of a majority of the dollar
          amount of the Debentures then outstanding.

        


        19.
           Miscellaneous.

        


        (a)
           This
          Agreement constitutes the entire and final agreement among the parties
          with
          respect to the subject matter hereof and may not be changed, terminated
          or
          otherwise varied except by a writing duly executed by the parties
          hereto.

        


        (b)
           No
          waiver
          of any term or condition of this Agreement, whether by delay, omission
          or
          otherwise, shall be effective unless in writing and signed by the party
          sought
          to be charged, and then such waiver shall be effective only in the specific
          instance and for the purpose for which given.

        


        (c)
           In
          the
          event that any provision of this Agreement or the application thereof to
          any
          Pledgor or any circumstance in any jurisdiction governing this Agreement
          shall,
          to any extent, be invalid or unenforceable under any applicable statute,
          regulation, or rule of law, such provision shall be deemed inoperative
          to the
          extent that it may conflict therewith and shall be deemed modified to conform
          to
          such statute, regulation or rule of law, and the remainder of this Agreement
          and
          the application of any such invalid or unenforceable provision to parties,
          jurisdictions, or circumstances other than to whom or to which it is held
          invalid or unenforceable shall not be affected thereby, nor shall same
          affect
          the validity or enforceability of any other provision of this
          Agreement.

        


        (d)
           This
          Agreement shall be binding upon the Pledgor, and Pledgor’s successors and
          assigns, and shall inure to the benefit of the Secured Party
          and
its
          successors and assigns.

        


        (e)
           Any
          notice or other communication required or permitted pursuant to this Agreement
          shall be given in accordance with the Security Purchase Agreement

        


        
          
            
            

          

          
            C-10

            
              

            

          

          
            
            

          

        

        (f)
           THIS
          AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
          ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE
          TO
          CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES
          OF
          CONFLICTS OF LAW. THE PLEDGOR AND THE SECURED PARTY
          HEREBY
          CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY
          OF
          WASHOE, STATE OF NEVADA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
          ANY CLAIMS OR DISPUTES BETWEEN PLEDGOR
          AND
          THE
          SECURED PARTY,
          PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION
          DOCUMENTS.

         

        (i)
           This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed an original and all of which when taken together shall constitute
          one and
          the same agreement. Any signature delivered by a party by facsimile transmission
          shall be deemed an original signature hereto.

        


        IN
          WITNESS WHEREOF, the parties have duly executed this Agreement as of the
          day and
          year first written above.

        


        


        BULLION
          RIVER GOLD CORP,

        a
          Nevada
          corporation

         

        By:
          /s/
          Peter M. Kuhn 

          
          Peter M.
          Kuhn

         

        


        Elton
          Participation Corp.

        a
          British
          Virgin Islands corporation

         

        By:
          /s/
          Peter-Paul Stengel

        Peter-Paul
          Stengel

         

         

        
          
            
            

          

          
            C-11

            
              

            

          

          
            
            

          

        

      

    

     

    
      EXHIBIT
        D

      


      Neither
        this security nor the securities into which this security is exercisable
        have
        been registered with the Securities and Exchange Commission or the securities
        commission of any state in reliance upon an exemption from registration under
        the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
        offered or sold except pursuant to an effective registration statement under
        the
        Securities Act or pursuant to an available exemption from, or in a transaction
        not subject to, the registration requirements of the Securities Act and in
        accordance with applicable state securities laws as evidenced by a legal
        opinion
        of counsel to the transferor to such effect, the substance of which will
        be
        reasonably acceptable to the company.

      


      This
        security and the securities into which this security is exercisable have
        been
        issued pursuant to an exemption from registration under the Securities
Act
        of 1933,
        as amended, pursuant to regulation S thereunder. This security and the
        securities into which this security is excercisable cannot be transferred,
        offered, or sold in the united states or to U.S. Persons (as that term is
        defined in regulation S) except pursuant to registration under the Securities
        Act of 1933, or pursuant to an available exemption from
        registration.

      


      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        purchase 1,333,334 shares of common stock of

       

      BULLION
        RIVER GOLD CORP.

       

      Dated:
        March
        12, 2007

       

      This
        common stock purchase warrant (the “Warrant”) certifies that, for value
        received, Elton Participation Corp. (the “Holder”), is entitled, upon the terms
        and subject to the limitations on exercise and the conditions hereinafter
        set
        forth, at any time on or after March 12, 2007 (the “Initial Exercise Date”) and
        by the close of business on March 12, 2009 (the “Termination Date”) but not
        thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
        a
        Nevada corporation (the “Company”), up to 1,333,334 shares
        (subject
        to adjustment as provided herein)
        (the
“Warrant Shares”) of common stock, par value $0.001 per share, of the Company
        (the “Common Stock”). The purchase price of one share of Common Stock under this
        Warrant is equal to the Exercise Price, as defined in Section 2. 

      


      1. Definitions.
        Capitalized terms used and not otherwise defined in this Warrant have the
        same
        meanings as they have in the Securities Purchase Agreement (the “Purchase
        Agreement”), March 12, 2007, among the Company and the Holder as
        Purchaser.

       

      2. Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant is $1.00, as adjusted
        from
        time to time pursuant to Section 5 hereof (the “Exercise Price”).

       

      3. Exercise
        of Warrant.
        The
        Holder may exercise the purchase rights represented by this Warrant, in whole
        or
        in part, at any time and from time to time from the Initial Exercise Date
        to
        five o’clock in the afternoon, Reno time, on the Termination Date by delivering
        to the Company (i) a duly executed facsimile copy of the annexed Notice of
        Exercise, and, (ii) within 5 Trading Days of delivering the Notice of Exercise
        to the Company, (A) this Warrant, and (B) by wire,
        or
        cashier’s check drawn on a United States bank,
        the
        United States dollar amount equal to the number of Warrant Shares being
        purchased times the Exercise Price (the “Exercise Amount”). 

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

      4. Mechanics
        of Exercise.

      


      4.1 Authorization
        of Warrant Shares.
        The
        Company will issue all Warrant Shares as duly authorized, validly issued,
        fully
        paid and non-assessable, and free from all taxes, liens and charges (other
        than
        taxes in respect of any transfer occurring contemporaneously with the issue).
        

      


      4.2 Delivery
        of Certificates Upon Exercise.
        The
        Company’s transfer agent will deliver certificates for Warrant Shares to the
        Holder to the address specified by the Holder in the Notice of Exercise within
        3
        Trading Days from the later of (A) the Company’s receipt of the Notice of
        Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
        receipt of the Exercise Amount as set out in Section 2 (“Warrant Share Delivery
        Date”). This Warrant is deemed to have been exercised on the date the Exercise
        Amount is received by the Company (“Exercise Date”); and the Warrant Shares are
        deemed to have been issued, and Holder is deemed to have become a holder
        of
        record of the shares for all purposes, on the Exercise Date.

      


      4.3 Delivery
        of New Warrants Upon Exercise.
        If this
        Warrant is exercised in part, the Company will, when it delivers the certificate
        or certificates representing Warrant Shares, deliver to Holder a new Warrant
        evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
        identical in all other respects with this Warrant.

       

      4.4. Rescission
        Rights.
        If the
        Company fails to cause its transfer agent to transmit to the Holder a
        certificate or certificates representing the Warrant Shares by the Warrant
        Share
        Delivery Date, then the Holder may rescind the exercise,
        in
        addition to its other rights and remedies.

      


      4.5 No
        Fractional Shares or Scrip.
        No
        fractional shares or scrip representing fractional shares may be issued upon
        the
        exercise of this Warrant. If the Holder would otherwise be entitled to
        fractional shares upon the exercise, the Company will pay a cash adjustment
        in
        respect of the fraction in an amount equal to the fraction multiplied by
        the
        Exercise Price.

      


      4.6 Charges,
        Taxes and Expenses.
        The
        Company will issue certificates for Warrant Shares in the name of the Holder
        and
        will not charge the Holder for any issue or transfer tax or other incidental
        expense in respect of the issuance of the certificate.

      


      4.7 Closing
        of Books.
        The
        Company will not close its stockholder books or records in any manner that
        prevents the timely exercise of this Warrant.

      


      5. Certain
        Adjustments.

       

      5.1 Stock
        Dividends and Splits.
        If the
        Company, at any time while this Warrant is outstanding, (i) pays a stock
        dividend or otherwise makes a distribution on shares of its Common Stock
        or any
        other Common Stock Equivalent (which, for avoidance of doubt, does not include
        any shares of Common Stock issued by the Company pursuant to this Warrant),
        (ii)
        subdivides outstanding shares of Common Stock into a larger number of shares,
        (iii) combines outstanding shares of Common Stock into a smaller number of
        shares, or (iv) issues by reclassification of shares of the Common Stock
        any
        shares of capital stock of the Company, then the Exercise Price must be
        multiplied by a fraction of which the numerator is the number of shares of
        Common Stock (excluding treasury shares, if any) outstanding before the event
        and of which the denominator is the number of shares of Common Stock outstanding
        after the event, and the number of shares issuable upon exercise of this
        Warrant
        must be proportionately adjusted by this fraction. Any adjustment made pursuant
        to this Section 6 is effective immediately after the record date for the
        determination of stockholders entitled to receive the dividend or distribution
        and is effective immediately after the effective date in the case of a
        subdivision, combination or re-classification.

      


      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

      5.2 Subsequent
        Equity Issuancess.
        If the
        Company or any subsidiary thereof, as applicable, at any time while this
        Warrant
        is outstanding, shall sell or grant any option to purchase or sell or grant
        any
        right to reprice its securities, or otherwise dispose of or issue (or announce
        any offer, sale, grant or any option to purchase or other disposition) any
        Common Stock or Common Stock Equivalents entitling any Person to acquire
        shares
        of Common Stock, at an effective price per share less than the higher of
        the (i)
        then Conversion Price and (ii) 80% of the then VWAP (such lower effective
        price
        per share, the “Base
        Share Price”
and
        such issuances collectively, a “Dilutive
        Issuance”)
        (if
        the holder of the Common Stock or Common Stock Equivalents so issued shall
        at
        any time, whether by operation of purchase price adjustments, reset provisions,
        floating conversion, exercise or exchange prices or otherwise, or due to
        warrants, options or rights per share which are issued in connection with
        such
        issuance, be entitled to receive shares of Common Stock at an effective price
        per share which is less than the Conversion Price, such issuance shall be
        deemed
        to have occurred for less than the higher of (i) the Conversion Price or
        (ii)
        80% of the then VWAP, as applicable, on such date of the Dilutive Issuance),
        then (i) the Exercise Price shall be reduced, and only reduced, to equal
        the
        Exercise Price multiplied by the Base Share Price divided by the Conversion
        Price of the Debenture and (ii) the number of Warrant Shares issuable hereunder
        shall be increased such that the aggregate Exercise Price payable hereunder,
        after taking into account the decrease in the Exercise Price, shall be equal
        to
        the aggregate Exercise Price prior to such adjustment. Such adjustment shall
        be
        made whenever such Common Stock or Common Stock Equivalents are issued.
        Notwithstanding the foregoing, no adjustments shall be made, paid or issued
        under this Section 5.2 in respect of an Exempt Issuance. The Company shall
        notify the Holder in writing, no later than the Trading Day following the
        issuance of any Common Stock or Common Stock Equivalents subject to this
        section, indicating therein the applicable issuance price, or applicable
        reset
        price, exchange price, conversion price and other pricing terms (such notice
        the
“Dilutive
        Issuance Notice”).
        For
        purposes of clarification, whether or not the Company provides a Dilutive
        Issuance Notice pursuant to this Section 5.2, upon the occurrence of any
        Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
        entitled to receive a number of Warrant Shares based upon the Base Share
        Price
        regardless of whether the Holder accurately refers to the Base Share Price
        in
        the Notice of Exercise. 

      


      


      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

      


      5.3 Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding,
        (i) the
        Company merges or consolidates with or into another Person, (ii) the Company
        sells all or substantially all of its assets in one or a series of related
        transactions, (iii) any Person completes a tender offer or exchange offer
        by
        which holders of Common Stock are permitted to tender or exchange their shares
        for other securities, cash or property, or (iv) the Company reclassifies
        its
        Common Stock or completes any compulsory share exchange pursuant to which
        the
        Common Stock is effectively converted into or exchanged for other securities,
        cash or property (in any such case, a “Fundamental Transaction”), then, upon any
        subsequent conversion of this Warrant, the Holder has the right to receive,
        for
        each Warrant Share that would have been issued upon the exercise absent the
        Fundamental Transaction, the same consideration as the Company has given
        its
        other holders of its Common Stock for the conversion of each share of Common
        Stock outstanding at the time of the Fundamental Transaction (the “Alternate
        Consideration”). 

      


      Any
        successor to the Company or surviving entity in a Fundamental Transaction
        must
        issue to the Holder a new warrant consistent with the foregoing provisions
        with
        evidence of the Holder’s right to exercise the warrant into Alternate
        Consideration. The terms of any agreement pursuant to which a Fundamental
        Transaction is completed must include terms requiring the successor or surviving
        entity to comply with the provisions of this Section 5.3
        and
        insuring that this Warrant (or any replacement security) is similarly adjusted
        upon any subsequent transaction analogous to a Fundamental
        Transaction.

      


      5.4 Adjustment
        Upon Default.
        The
        number of Warrant Shares issuable upon exercise of this Warrant shall be
        automatically increased by twenty-five percent (25%) upon any Event of Default
        occurring under any of the Debentures.

      


      5.5 Calculations.
        All
        calculations under this Warrant must be made to the nearest cent or the nearest
        1/100th of a share, as the case may be. The number of shares of Common Stock
        outstanding at any given time does not include shares of Common Stock owned
        or
        held by or for the account of the Company. For the purposes of this Section
        5,
        the number of shares of Common Stock deemed to be issued and outstanding
        as of a
        given date is the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

      


      5.6 Notice
        to Holders.
        If the
        Company makes adjustments under this Section 5, the Company will promptly
        mail
        to each Holder a notice containing a description of the event that required
        the
        adjustment. If the Company proposes any transaction that affects the rights
        of
        the holders of its Common Stock, then the Company will notify the Holders
        of the
        proposal at least twenty (20) days
        before the record date set for the transaction.

      


      6. Warrant
        Register.
        The
        Company will register this Warrant on its warrant register and will treat
        the
        registered Holder as the absolute owner for all purposes.

       

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

      7. Miscellaneous.

      


      7.1 Transfer.
        This
        Warrant is transferable
        by Holder in whole or in part upon notice to the Company.

      


      7.2 No
        Rights as Shareholder until Exercise Date.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company before the Exercise Date. Upon the surrender of
        this
        Warrant and the payment of the aggregate Exercise Price, the Company will
        issue
        the Warrant Shares to the Holder as the record owner of the Warrant Shares
        as of
        the close of business on the Exercise Date.

      


      7.3 Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and, in case of
        loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it,
        and upon surrender and cancellation of the Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of the cancellation, in lieu of the Warrant or
        stock
        certificate.

      


      7.4 Saturdays,
        Sundays, Holidays, etc.
        If the
        last date for doing anything under this Warrant falls on a Saturday, Sunday
        or a
        legal holiday, then the thing may be done on the next succeeding Trading
        Day.

      


      7.5 Authorized
        Shares.
        The
        Company covenants that, while the Warrant is outstanding, it will reserve
        from
        its authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any purchase
        rights under this Warrant. The Company further covenants that its issuance
        of
        this Warrant constitutes full authority to its officers who are charged with
        the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant. The Company will take all such reasonable action as may
        be
        necessary to assure that the Warrant Shares are issued as provided without
        a
        violation of any applicable law or regulation, or of any requirements of
        the
        Trading Market upon which the Common Stock may be listed or quoted. Unless
        waived or consented to by the Holder, the Company will not by any action
        avoid
        or seek to avoid the observance or performance of any of the terms of this
        Warrant, but will at all times in good faith assist in carrying out of all
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

      


      7.6 Jurisdiction.  All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

      


      7.7 Restrictions.
        The
        Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
        not registered, will be subject to restrictions upon resale imposed by state
        and
        federal securities laws.

      


      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

      7.8 No
        Waiver.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

      


      7.9 Notice.
        Any
        notice, request or other document required or permitted to be given or delivered
        by either party to the other must be delivered in accordance with the notice
        provisions of the Purchase Agreement.

      


      7.10 Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant inures to the benefit of and
        binds
        the successors and permitted assigns of the Company and the Holder.

      


      7.11 Amendment.
        Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

      


      7.12 Severability.
        Wherever possible, each provision of this Warrant must be interpreted under
        applicable law, but if any provision of this Warrant is prohibited by or
        invalid
        under applicable law, the provision is ineffective to the extent of the
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Warrant.

      


      7.13 Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

      


      In
        witness whereof the Company has caused this Warrant to be executed by its
        duly
        authorized officer.

      


      Dated:
        March 12, 2007

       

      
        	 	
                BULLION
                  RIVER GOLD CORP.

                 

              
	 	
                By:/s/
                  Peter Kuhn

                 

                Peter
                  Kuhn

                President

              


      

      


       

      



       

      
        
          
          

        

        
          D-6

          
            

          

        

        
          
          

        

      

      NOTICE
        OF EXERCISE

      


      
        	To:	
                Bullion
                  River Gold Corp.

              


      

      


      The
        undersigned hereby elects to purchase _______________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

       

      
        
          

        

      

      
         

        
          
            

          

        

      

      
         

        
          
            

          

           

           

           

           

          
             

            
              
                

              

            

          

        

      

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder:________________________________________________________________

      Name
        of
        authorized
        signatory:_____________________________________________________

      Title
        of
        authorized
        signatory:______________________________________________________

      Date:______________________________________

       

       

      D-7