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AMENDED BY-LAWS

OF

SEARCHLIGHT MINERALS CORP.

A Nevada Corporation

ARTICLE I - OFFICES

The registered office of the
  Corporation in the State of Nevada shall be located in the City and State designated
  in the Articles of Incorporation. The Corporation may also maintain offices
  at such other places within or without the State of Nevada as the Board of Directors
  may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section I - Annual Meetings: (Chapter 78.310)

The annual meeting of the shareholders
  of the Corporation shall be held at the time fixed, from time to time, by the
  Directors.

Section 2 - Special Meetings: (Chapter 78.310)

Special meetings of the shareholders
  may be called by the Board of Directors or such person or persons authorized
  by the Board of Directors and shall be held within or without the State of Nevada.

Section 3 - Place of Meetings: (Chapter 78.310)

Meetings of shareholders shall
  be held at the registered office of the Corporation, or at such other places,
  within or without the State of Nevada as the Directors may from time to time
  fix. If no designation is made, the meeting shall be held at the Corporation's
  registered office in the state of Nevada.

Section 4 - Notice of Meetings: (Section 78.370)

(a) Written or printed notice
  of each meeting of shareholders, whether annual or special, signed by the president,
  vice president or secretary, stating the time when and place where it is to
  be held, as well as the purpose or purposes for which the meeting is called,
  shall be served either personally or by mail, by or at the direction of the
  president, the secretary, or the officer or the person calling the meeting,
  not less than ten or more than sixty days before the date of the meeting, unless
  the lapse of the prescribed time shall have been waived before or after the
  taking of such action, upon each shareholder of record entitled to vote at such
  meeting, and to any other shareholder to whom the giving of notice may be required
  by law. If mailed, such notice shall be deemed to be given when deposited in
  the United States mail, addressed to the shareholder as it appears on the share
  transfer records of the Corporation or to the current address, which a shareholder
  has delivered to the Corporation in a written notice.

* Unless otherwise stated herein all references to "Sections"
  in these Bylaws refer to those sections contained in Title 78 of the Nevada
  Private Corporations Law.

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(b) Further notice to a shareholder
  is not required when notice of two consecutive annual meetings, and all notices
  of meetings or of the taking of action by written consent without a meeting
  to him or her during the period between those two consecutive annual meetings;
  or all, and at least two payments sent by first-class mail of dividends or interest
  on securities during a 12-month period have been mailed addressed to him or
  her at his or her address as shown on the records of the Corporation and have
  been returned undeliverable.

Section 5 - Quorum: (Section 78.320)

(a) Except as otherwise provided
  herein, or by law, or in the Articles of Incorporation (such Articles and any
  amendments thereof being hereinafter collectively referred to as the "Articles
  of Incorporation"), a quorum shall be present at all meetings of shareholders
  of the Corporation, if the holders of a majority of the shares entitled to vote
  on that matter are represented at the meeting in person or by proxy.

(b) The subsequent withdrawal
  of any shareholder from the meeting, after the commencement of a meeting, or
  the refusal of any shareholder represented in person or by proxy to vote, shall
  have no effect on the existence of a quorum, after a quorum has been established
  at such meeting.

(c) Despite the absence of a
  quorum at any meeting of shareholders, the shareholders present may adjourn
  the meeting.

Section 6 - Voting and Acting: (Section 78.320 & 78.350)

(a) Except as otherwise provided
  by law, the Articles of Incorporation, or these Bylaws, any corporate action,
  the affirmative vote of the majority of shares entitled to vote on that matter
  and represented either in person or by proxy at a meeting of shareholders at
  which a quorum is present, shall be the act of the shareholders of the Corporation.

(b) Except as otherwise provided
  by statute, the Certificate of Incorporation, or these bylaws, at each meeting
  of shareholders, each shareholder of the Corporation entitled to vote thereat,
  shall be entitled to one vote for each share registered in his name on the books
  of the Corporation.

(c) Where appropriate communication
  facilities are reasonably available, any or all shareholders shall have the
  right to participate in any shareholders' meeting, by means of conference telephone
  or any means of communications by which all persons participating in the meeting
  are able to hear each other.

Section 7 - Proxies: (Section 78.355)

Each shareholder entitled to
  vote or to express consent or dissent without a meeting, may do so either in
  person or by proxy, so long as such proxy is executed in writing by the shareholder
  himself, his authorized officer, director, employee or agent or by causing the
  signature of the stockholder to be affixed to the writing by any reasonable
  means, including, but not limited to, a facsimile signature, or by his attorney-in-fact
  there unto duly authorized in writing. Every proxy shall be revocable at will
  unless the proxy conspicuously states that it is irrevocable and the proxy is
  coupled with an interest. A telegram, telex, cablegram, or similar transmission
  by the shareholder, or a photographic, photostatic, facsimile, shall be treated
  as a valid proxy, and treated as a substitution of the original proxy, so long
  as such transmission is a complete reproduction executed by the shareholder.
  If it is determined that the telegram, cablegram or other electronic transmission
  is valid, the persons appointed by the Corporation to count the votes of shareholders
  and determine the validity of proxies and ballots or other persons making those
  determinations must specify the information upon which they relied. No proxy
  shall be valid after the expiration of six months from the date of its execution,
  unless otherwise provided in the

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proxy. Such instrument shall be exhibited to the Secretary
  at the meeting and shall be filed with the records of the Corporation. If any
  shareholder designates two or more persons to act as proxies, a majority of
  those persons present at the meeting, or, if one is present, then that one has
  and may exercise all of the powers conferred by the shareholder upon all of
  the persons so designated unless the shareholder provides otherwise.

Section 8 - Action Without a Meeting, (Section 78.320)

Unless otherwise provided for
  in the Articles of Incorporation of the Corporation, any action to be taken
  at any annual or special shareholders' meeting, may be taken without a meeting,
  without prior notice and without a vote if written consents are signed by a
  majority of the shareholders of the Corporation, except however if a different
  proportion of voting power is required by law, the Articles of Incorporation
  or these Bylaws, than that proportion of written consents is required. Such
  written consents must be filed with the minutes of the proceedings of the shareholders
  of the Corporation.

ARTICLE III - BOARD OF DIRECTORS

Section I - Number, Term, Election and Qualifications: (Section
  78.115, 78.330)

(a) The authorized number of
  directors of the Corporation shall be not less than one (1) nor more than twelve
  (12) as fixed from time to time by resolution of the Board of Directors; provided
  that no decrease in the number of directors shall shorten the term of any incumbent
  directors. Directors need not be stockholders unless so required by the Articles
  of Incorporation of the Corporation.

(b) Except as may otherwise
  be provided herein or in the Articles of Incorporation, the members of the Board
  of Directors of the Corporation shall be elected at the first annual shareholders'
  meeting and at each annual meeting thereafter, unless their terms are staggered
  in the Articles of Incorporation of the Corporation or these Bylaws, by a plurality
  of the votes cast at a meeting of shareholders, by the holders of shares entitled
  to vote in the election.

(c) The first Board of Directors
  shall hold office until the first annual meeting of shareholders and until their
  successors have been duly elected and qualified or until there is a decrease
  in the number of Directors. Thereinafter, Directors will be elected at the annual
  meeting of shareholders and shall hold office until the annual meeting of the
  shareholders next succeeding his election, unless their terms are staggered
  in the Articles of Incorporation of the Corporation (so long as at least one
  - fourth in number of the Directors of the Corporation are elected at each annual
  shareholders' meeting) or these Bylaws, or until his prior death, resignation
  or removal. Any Director may resign at any time upon written notice of such
  resignation to the Corporation.

(d) All Directors of the Corporation
  shall have equal voting power unless the Articles of Incorporation of the Corporation
  provide that the voting power of individual Directors or classes of Directors
  are greater than or less than that of any other individual Directors or classes
  of Directors, and the different voting powers may be stated in the Articles
  of Incorporation or may be dependent upon any fact or event that may be ascertained
  outside the Articles of Incorporation if the manner in which the fact or event
  may operate on those voting powers is stated in the Articles of Incorporation.
  If the Articles of Incorporation provide that any Directors have voting power
  greater than or less than other Directors of the Corporation, every reference
  in these Bylaws to a majority or other proportion of Directors shall be deemed
  to refer to majority or other proportion of the voting power of all the Directors
  or classes of Directors, as may be required by the Articles of Incorporation.

Section 2 - Duties and Powers: (Section 78.120)

The Board of Directors shall
  be responsible for the control and management of the business and affairs, property
  and interests of the Corporation, and may exercise all powers of the Corporation,
  except such as those stated under Nevada state law, are in the Articles of Incorporation
  or by these

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Bylaws, expressly conferred upon or reserved to the shareholders
  or any other person or persons named therein.

Section 3 - Regular Meetings, Notice: (Section 78.310)

(a) A regular meeting of the
  Board of Directors shall be held either within or without the State of Nevada
  at such time and at such place as the Board shall fix.

(b) No notice shall be required
  of any regular meeting of the Board of Directors and, if given, need not specify
  the purpose of the meeting; provided, however, that in case the Board of Directors
  shall fix or change the time or place of any regular meeting when such time
  and place was fixed before such change, notice of such action shall be given
  to each director who shall not have been present at the meeting at which such
  action was taken within the time limited, and in the manner set forth in these
  Bylaws with respect to special meetings, unless such notice shall be waived
  in the manner set forth in these Bylaws.

Section 4 - Special Meetings, Notice: (Section 78.310)

(a) Special meetings of the
  Board of Directors shall be held at such time and place as may be specified
  in the respective notices or waivers of notice thereof.

(b) Except as otherwise required
  statute, written notice of special meetings shall be mailed directly to each
  Director, addressed to him at his residence or usual place of business, or delivered
  orally, with sufficient time for the convenient assembly of Directors thereat,
  or shall be sent to him at such place by telegram, radio or cable, or shall
  be delivered to him personally or given to him orally, not later than the day
  before the day on which the meeting is to be held. If mailed, the notice of
  any special meeting shall be deemed to be delivered on the second day after
  it is deposited in the United States mails, so addressed, with postage prepaid.
  If notice is given by telegram, it shall be deemed to be delivered when the
  telegram is delivered to the telegraph company. A notice, or waiver of notice,
  except as required by these Bylaws, need not specify the business to be transacted
  at or the purpose or purposes of the meeting.

(c) Notice of any special meeting
  shall not be required to be given to any Director who shall attend such meeting
  without protesting prior thereto or at its commencement, the lack of notice
  to him, or who submits a signed waiver of notice, whether before or after the
  meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 - Chairperson

The Chairperson of the Board,
  if any and if present, shall preside at all meetings of the Board of Directors.
  If there shall be no Chairperson, or he or she shall be absent, then the President
  shall preside, and in his absence, any other director chosen by the Board of
  Directors shall preside.

Section 6 - Quorum and Adjournments: (Section 78.315)

(a) At all meetings of the Board
  of Directors, or any committee thereof, the presence of a majority of the entire
  Board, or such committee thereof, shall constitute a quorum for the transaction
  of business, except as otherwise provided by law, by the Certificate of Incorporation,
  or these Bylaws.

(b) A majority of the directors
  present at the time and place of any regular or special meeting, although less
  than a quorum, may adjourn the same from time to time without notice, whether
  or not a quorum exists. Notice of such adjourned meeting shall be given to Directors
  not present at time of the adjournment and, unless the time and place of the
  adjourned meeting are announced at the time of the adjournment, to the other
  Directors who were present at the adjourned meeting.

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Section 7 - Manner of Acting: (Section 78.315)

(a) At all meetings of the Board
  of Directors, each director present shall have one vote, irrespective of the
  number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided
  by law, by the Articles of Incorporation, or these bylaws, action approved by
  a majority of the votes of the Directors present at any meeting of the Board
  or any committee thereof, at which a quorum is present shall be the act of the
  Board of Directors or any committee thereof.

(c) Any action authorized in
  writing made prior or subsequent to such action, by all of the Directors entitled
  to vote thereon and filed with the minutes of the Corporation shall be the act
  of the Board of Directors, or any committee thereof, and have the same force
  and effect as if the same had been passed by unanimous vote at a duly called
  meeting of the Board or committee for all purposes.

(d) Where appropriate communications
  facilities are reasonably available, any or all directors shall have the right
  to participate in any Board of Directors meeting, or a committee of the Board
  of Directors meeting, by means of conference telephone or any means of communications
  by which all persons participating in the meeting are able to hear each other.

Section 8 - Vacancies: (Section 78.335)

(a) Unless otherwise provided
  for by the Articles of Incorporation of the Corporation, any vacancy in the
  Board of Directors occurring by reason of an increase in the number of directors,
  or by reason of the death, resignation, disqualification, removal or inability
  to act of any director, or other cause, shall be filled by an affirmative vote
  of a majority of the remaining directors, though less than a quorum of the Board
  or by a sole remaining Director, at any regular meeting or special meeting of
  the Board of Directors called for that purpose except whenever the shareholders
  of any class or classes or series thereof are entitled to elect one or more
  Directors by the Certificate of Incorporation of the Corporation, vacancies
  and newly created directorships of such class or classes or series may be filled
  by a majority of the Directors elected by such class or classes or series thereof
  then in office, or by a sole remaining Director so elected.

(b) Unless otherwise provided
  for by law, the Articles of Incorporation or these Bylaws, when one or more
  Directors shall resign from the board and such resignation is effective at a
  future date, a majority of the directors, then in office, including those who
  have so resigned, shall have the power to fill such vacancy or vacancies, the
  vote otherwise to take effect when such resignation or resignations shall become
  effective.

Section 9 - Resignation: (Section 78.335)

A Director may resign at any
  time by giving written notice of such resignation to the Corporation.

Section 10 - Removal: (Section 78.335)

Unless otherwise provided for
  by the Articles of Incorporation, one or more or all the Directors of the Corporation
  may be removed with or without cause at any time by a vote of two-thirds of
  the shareholders entitled to vote thereon, at a special meeting of the shareholders
  called for that purpose, unless the Articles of Incorporation provide that Directors
  may only be removed for cause, provided however, such Director shall not be
  removed if the Corporation states in its Articles of Incorporation that its
  Directors shall be elected by cumulative voting and there are a sufficient number
  of shares cast against his or her removal, which if cumulatively voted at an
  election of Directors would be sufficient to elect him or her. If a Director
  was elected by a voting group of shareholders, only the shareholders of that
  voting group may participate in the vote to remove that Director.

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Section 11 - Compensation: (Section 78.140)

The Board of Directors may authorize
  and establish reasonable compensation of the Directors for services to the Corporation
  as Directors, including, but not limited to attendance at any annual or special
  meeting of the Board.

Section 12 - Committees: (Section 78.125)

Unless otherwise provided for
  by the Articles of Incorporation of the Corporation, the Board of Directors,
  may from time to time designate from among its members one or more committees,
  and alternate members thereof, as they deem desirable, each consisting of one
  or more members, with such powers and authority (to the extent permitted by
  law and these Bylaws) as may be provided in such resolution. Unless the Articles
  of Incorporation or Bylaws state otherwise, the Board of Directors may appoint
  natural persons who are not Directors to serve on such committees authorized
  herein. Each such committee shall serve at the pleasure of the Board and, unless
  otherwise stated by law, the Certificate of Incorporation of the Corporation
  or these Bylaws, shall be governed by the rules and regulations stated herein
  regarding the Board of Directors.

ARTICLE IV - OFFICERS

Section I - Number. Qualifications. Election and Term of Office: (Section 78.130)

(a) The Corporation's officers
  shall have such titles and duties as shall be stated in these Bylaws or in a
  resolution of the Board of Directors which is not inconsistent with these Bylaws.
  The officers of the Corporation shall consist of a president, secretary and
  treasurer, and also may have one or more vice presidents, assistant secretaries
  and assistant treasurers and such other officers as the Board of Directors may
  from time to time deem advisable. Any officer may hold two or more offices in
  the Corporation.

(b) The officers of the Corporation
  shall be elected by the Board of Directors at the regular annual meeting of
  the Board following the annual meeting of shareholders.

(c) Each officer shall hold
  office until the annual meeting of the Board of Directors next succeeding his
  election, and until his successor shall have been duly elected and qualified,
  subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation:

Any officer may resign at any
  time by giving written notice of such resignation to the Corporation.

Section 3 - Removal:

Any officer elected by the Board
  of Directors may be removed, either with or without cause, and a successor elected
  by the Board at any time, and any officer or assistant officer, if appointed
  by another officer, may likewise be removed by such officer.

Section 4 - Vacancies:

(a) A vacancy, however caused,
  occurring in the Board and any newly created Directorships resulting from an
  increase in the authorized number of Directors may be filled by the Board of
  Directors.

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Section 5 - Bonds:

The Corporation may require
  any or all of its officers or Agents to post a bond, or otherwise, to the Corporation
  for the faithful performance of their positions or duties.

Section 6 - Compensation:

The compensation of the officers
  of the Corporation shall be fixed from time to time by the Board of Directors.

ARTICLE V - SHARES OF STOCK

Section I - Certificate of Stock: (Section 78.235)

(a) The shares of the Corporation
  shall be represented by certificates or shall be uncertificated shares.

(b) Certificated shares of the
  Corporation shall be signed, (either manually or by facsimile), by officers
  or agents designated by the Corporation for such purposes, and shall certify
  the number of shares owned by him in the Corporation. Whenever any certificate
  is countersigned or otherwise authenticated by a transfer agent or transfer
  clerk, and by a registrar, then a facsimile of the signatures of the officers
  or agents, the transfer agent or transfer clerk or the registrar of the Corporation
  may be printed or lithographed upon the certificate in lieu of the actual signatures.
  If the Corporation uses facsimile signatures of its officers and agents on its
  stock certificates, it cannot act as registrar of its own stock, but its transfer
  agent and registrar may be identical if the institution acting in those dual
  capacities countersigns or otherwise authenticates any stock certificates in
  both capacities. If any officer who has signed or whose facsimile signature
  has been placed upon such certificate, shall have ceased to be such officer
  before such certificate is issued, it may be issued by the Corporation with
  the same effect as if he were such officer at the date of its issue.

(c) If the Corporation issues
  uncertificated shares as provided for in these Bylaws, within a reasonable time
  after the issuance or transfer of such uncertificated shares, and at least annually
  thereafter, the Corporation shall send the shareholder a written statement certifying
  the number of shares owned by such shareholder in the Corporation.

(d) Except as otherwise provided
  by law, the rights and obligations of the holders of uncertificated shares and
  the rights and obligations of the holders of certificates representing shares
  of the same class and series shall be identical.

Section 2 - Lost or Destroyed Certificates: (Section 104.8405)

The Board of Directors may direct
  a new certificate or certificates to be issued in place of any certificate or
  certificates theretofore issued by the Corporation alleged to have been lost,
  stolen or destroyed if the owner:

(a) so requests before the Corporation
  has notice that the shares have been acquired by a bona fide purchaser,

(b) files with the Corporation
  a sufficient indemnity bond; and

(c) satisfies such other requirements,
  including evidence of such loss, theft or destruction, as may be imposed by
  the Corporation.

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Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)

(a) Transfers or registration
  of transfers of shares of the Corporation shall be made on the stock transfer
  books of the Corporation by the registered holder thereof, or by his attorney
  duly authorized by a written power of attorney; and in the case of shares represented
  by certificates, only after the surrender to the Corporation of the certificates
  representing such shares with such shares properly endorsed, with such evidence
  of the authenticity of such endorsement, transfer, authorization and other matters
  as the Corporation may reasonably require, and the payment of all stock transfer
  taxes due thereon.

(b) The Corporation shall be
  entitled to treat the holder of record of any share or shares as the absolute
  owner thereof for all purposes and, accordingly, shall not be bound to recognize
  any legal, equitable or other claim to, or interest in, such share or shares
  on the part of any other person, whether or not it shall have express or other
  notice thereof, except as otherwise expressly provided by law.

Section 4 - Record Date- (Section 78.215 & 78.350)

(a) The Board of Directors may
  fix, in advance, which shall not be more than sixty days before the meeting
  or action requiring a determination of shareholders, as the record date for
  the determination of shareholders entitled to receive notice of, or to vote
  at, any meeting of shareholders, or to consent to any proposal without a meeting,
  or for the purpose of determining shareholders entitled to receive payment of
  any dividends, or allotment of any rights, or for the purpose of any other action.
  If no record date is fixed, the record date for shareholders entitled to notice
  of meeting shall be at the close of business on the day preceding the day on
  which notice is given, or, if no notice is given, the day on which the meeting
  is held, or if notice is waived, at the close of business on the day before
  the day on which the meeting is held.

(b) The Board of Directors may
  fix a record date, which shall not precede the date upon which the resolution
  fixing the record date is adopted for shareholders entitled to receive payment
  of any dividend or other distribution or allotment of any rights of shareholders
  entitled to exercise any rights in respect of any change, conversion or exchange
  of stock, or for the purpose of any other lawful action.

(c) A determination of shareholders
  entitled to notice of or to vote at a shareholders' meeting is effective for
  any adjournment of the meeting unless the Board of Directors fixes a new record
  date for the adjourned meeting.

Section 5 - Fractions of Shares/Scrip: (Section 78.205):

The Board of Directors may authorize
  the issuance of certificates or payment of money for fractions of a share, either
  represented by a certificate or uncertificated, which shall entitle the holder
  to exercise voting rights, receive dividends and participate in any assets of
  the Corporation in the event of liquidation, in proportion to the fractional
  holdings; or it may authorize the payment in case of the fair value of fractions
  of a share as of the time when those entitled to receive such fractions are
  determined; or it may authorize the issuance, subject to such conditions as
  may be permitted by law, of scrip in registered or bearer form over the manual
  or facsimile signature of an officer or agent of the Corporation or its agent
  for that purpose, exchangeable as therein provided for full shares, but such
  scrip shall not entitle the holder to any rights of shareholder, except as therein
  provided. The scrip may contain any provisions or conditions that the Corporation
  deems advisable. If a scrip ceases to be exchangeable for full share certificates,
  the shares that would otherwise have been issuable as provided on the scrip
  are deemed to be treasury shares unless the scrip contains other provisions
  for their disposition.

Section 6 - Number of Stockholders (Section 78.195)

The number of stockholders of the Corporation shall not be limited.

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ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)

(a) Dividends may be declared
  and paid out of any funds available therefor, as often, in such amounts, and
  at such time or times as the Board of Directors may determine and shares may
  be issued pro rata and without consideration to the Corporation's shareholders
  or to the shareholders of one or more classes or series.

(b) Shares of one class or series
  may not be issued as a share dividend to shareholders of another class or series
  unless:

(i) so authorized by the Articles
  of Incorporation;

(ii) a majority of the shareholders
  of the class or series to be issued approve the issue; or

(iii) there are no outstanding
  shares of the class or series of shares that are authorized to be issued.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation
  shall be fixed, and shall be subject to change by the Board of Directors from
  time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL (Section 78.065)

The corporate seal, if any,
  shall be in such form as shall be prescribed and altered, from time to time,
  by the Board of Directors. The use of a seal or stamp by the Corporation on
  corporate documents is not necessary and the lack thereof shall not in any way
  affect the legality of a corporate document.

ARTICLE IX - AMENDMENTS

Section I - By Shareholders:

All Bylaws of the Corporation
  shall be subject to alteration or repeal, and new Bylaws may be made, by a majority
  vote of the shareholders at the time entitled to vote in the election of Directors
  even though these Bylaws may also be altered, amended or repealed by the Board
  of Directors.

Section 2 - By Directors: (Section 78.120)

The Board of Directors shall have power to make,
  adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

ARTICLE X - WAIVER OF NOTICE: (Section 78.375)

Whenever any notice is required
  to be given by law, the Articles of Incorporation or these Bylaws, a written
  waiver signed by the person or persons entitled to such notice, whether before
  or after the meeting by any person, shall constitute a waiver of notice of such
  meeting.

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ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)

No contract or transaction shall
  be void or voidable if such contract or transaction is between the corporation
  and one or more of its Directors or Officers, or between the Corporation and
  any other corporation, partnership, association, or other organization in which
  one or more of its Directors or Officers, are directors or officers, or have
  a financial interest, when such Director or Officer is present at or participates
  in the meeting of the Board, or the committee of the shareholders which authorizes
  the contract or transaction or his, her or their votes are counted for such
  purpose, if.

(a) the material facts as to
  his, her or their relationship or interest and as to the contract or transaction
  are disclosed or are known to the Board of Directors or the committee and are
  noted in the minutes of such meeting, and the Board or committee in good faith
  authorizes the contract or transaction by the affirmative votes of a majority
  of the disinterested Directors, even though the disinterested Directors be less
  than a quorum; or

(b) the material facts as to
  his, her or their relationship or relationships or interest or interests and
  as to the contract or transaction are disclosed or are known to the shareholders
  entitled to vote thereon, and the contract or transaction is specifically approved
  in good faith by vote of the shareholders; or

(c) the contract or transaction
  is fair as to the Corporation as of the time it is authorized, approved or ratified,
  by the Board of Directors, a committee of the shareholders; or

(d) the fact of the common directorship,
  office or financial interest is not disclosed or known to the Director or Officer
  at the time the transaction is brought before the Board of Directors of the
  Corporation for such action.

Such interested Directors may
  be counted when determining the presence of a quorum at the Board of Directors'
  or committee meeting authorizing the contract or transaction.

ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED
  
  AGENT: (Section 78.150 & 78.165)

The Corporation shall, within
  sixty days after the filing of its Articles of Incorporation with the Secretary
  of State, and annually thereafter on or before the last day of the month in
  which the anniversary date of incorporation occurs each year, file with the
  Secretary of State a list of its president, secretary and treasurer and all
  of its Directors, along with the post office box or street address, either residence
  or business, and a designation of its resident agent in the State of Nevada.
  Such list shall be certified by an officer of the Corporation.

Declared as the By-Laws, as amended, of Searchlight Minerals Corp. as of the 9th day of August, 2005.

|Signature of Officer: | /s/ K. Ian Matheson
|--------------------- | -------------------
|                      |                    
|Name of Officer:      | K. IAN MATHESON    
|                      |                    
|Position of Officer:  | PRESIDENT          

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