Exhibit
      10.1

     

    CONSULTING
      SERVICES AGREEMENT

    


    


    THIS
      CONSULTING SERVICES AGREEMENT
      (this
“Agreement”) is entered into as of the 23rd day of June 2008,

    


    BETWEEN:

    


    Silver
      Reserve Corp., a Delaware corporation (herein called the “Corporation”) and
1408943
      Alberta Ltd., an Alberta corporation (herein called “Consultant”).

    


    RECITALS:

    


    
      	
              A.

            	
              The
                Corporation wishes to engage the Consultant to assist the Corporation
                with
                its efforts to advance and manage the exploration and development
                of the
                mineral properties owned by the
                Corporation.

            


    

    


    
      	
              B.

            	
              The
                Consultant wishes to accept this engagement by the
                Corporation.

            


    

    


    
      	
              C.

            	
              The
                Corporation’s shares of common stock are traded on OTC Bulletin Board®
                under the symbol “SLVV.”

            


    

    


    NOW
      THEREFORE,
      in
      consideration of the mutual covenants and agreements contained in this Agreement
      and other good and valuable consideration, the parties agree as
      follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    In
      this
      Agreement,

    


    “Agreement”
      means
      this agreement as it may be amended from time to time.

    


    “Compensation”
      means
      amounts set out in Section 4 hereof.

    


    “Confidential
      Information”
      means
      all confidential or proprietary information about the Corporation, including,
      without limitation including information about the properties of the
      Corporation, drilling results, results of exploration programs, information
      about investments in the Corporation and/or potential investments, information
      about business combinations and transactions, information about Corporation’s
      investors and other information that has not been released to the public or
      is
      not publicly known about the Corporation;

    


    “Expenses”
      means
      amounts set out in Section 5 hereof.

    


    “Term”
      means
      the period commencing June 23, 2008 and terminating in accordance with Section
      11 hereof.

    


    
      	2.	
              REPRESENTATION
                AND WARRANTIES

            


    

    


    Each
      of
      the Corporation and the Consultant hereby covenant, represent and warrant to
      each other as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
            	(a)	
              They
                have all of the necessary power, authority and capacity to enter
                into this
                Agreement.

            


    

    


    
      	
            	(b)	
              This
                Agreement will constitute valid and binding obligations of each of
                the
                parties enforceable against each of them as is applicable in accordance
                with the terms hereof.

            


    

    


    
      	3.	
              ENGAGEMENT
                OF THE CONSULTANT - SCOPE OF
                RESPONSIBILITIES

            


    

     

    Consultant
      shall perform the following services subject to the supervision of the Board
      of
      Directors of the Corporation.

     

    
      	 	
              ·

            	
              The
                duties and responsibilities of the Consultant shall include overseeing
                the
                Corporation’s administration and
                promotion.

            


    

    


    
      	 	
              ·

            	
              Assure
                that the Corporation is meeting all regulatory compliance and reporting
                matters as required under any applicable securities legislation or
                exchange regulation.

            


    

    


    
      	 	
              ·

            	
              Assure
                that all officers, directors, consultants and employees are conducting
                them selves in compliance with the Corporation’s Corporate Governance
                Manual.

            


    

    


    
      	 	
              ·

            	
              Work
                with other consultant’s engaged by the Corporation and with the officers
                of the Corporation to advise the Corporation on business plan development;
                

            


    

    


    
      	 	
              ·

            	
              Provide
                the services of Mason Douglas to act as President of the Corporation
                such
                that Mr. Douglas will carry out the responsibilities of the President
                as
                provided in the Corporation’s by-laws and in compliance with the
                Corporation’s corporate governance manual and as further specified by the
                Company’s board or directors;

            


    

     

    
      	 	
              ·

            	
              Work
                with other officers and staff of the Corporation in assessing the
                merits
                of acquiring or disposing of mineral properties or other
                assets.

            


    

     

    
      	 	
              ·

            	
              The
                Consultant will oversee the preparation and review of the Corporation’s
                budgets.

            


    

     

    
      	 	
              ·

            	
              The
                Consultant shall perform faithfully the duties assigned to it to
                the best
                of its ability.

            


    

    


    
      	4.	
              COMPENSATION

            


    

    


    The
      Corporation agrees to compensate the Consultant as follows for the services
      provided hereunder:

     

    
      	 	
              (a)

            	
              Eight
                thousand five hundred dollars ($8,500) per
                month.

            


    

     

    
      	 	
              (b)

            	
              In
                his capacity as President of the Corporation Mr. Douglas shall be
                entitled
                to three weeks of vacation (to be taken at the his discretion, so
                long as
                not inconsistent with the reasonable business needs of the
                Corporation) and
                company holidays in accordance with the Corporation's policies in
                effect
                from time to time for its senior executive officers. During said
                holidays
                and vacations, Mr. Douglas shall be available by phone or e-mail
                or will
                have delegated to a person on the Corporation’s Board of Directors or
                otherwise directly or indirectly employed by the Corporation who
                will
                accept Mr. Douglas’ responsibilities during his
                absence.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	5.	
              EXPENSES

            


    

    


    The
      Corporation will reimburse the Consultant for all reasonable business expenses
      actually incurred and paid by the Consultant to third parties during the Term
      in
      the performance of the Consultant’s services under this Agreement, upon
      presentation of expense statements and receipts or such other supporting
      documentation as the Corporation may reasonably require. Expenses shall be
      reimbursed in accordance with the Corporation’s policies and procedures.
      Employees of the Consultant shall travel coach class domestically and business
      class internationally, subject to flight availability.

    


    
      	6.	
              TERMS
                OF PAYMENT

            


    

    


    Fees
      and
      expenses will be billed monthly by the Consultant to the
      Corporation.

    


    
      	7.	
              NATURE
                OF RELATIONSHIP

            


    

    


    The
      parties acknowledge and agree, solely with respect to the rights and obligations
      of the Consultant under this Agreement, as follows:

    


    
      	 	
              (a)

            	
              the
                relationship of the Consultant to the Corporation is that of an
                independent contractor; and

            


    

     

    
      	 	
              (b)

            	
              the
                Corporation and the Consultant are not partners or joint venturers
                with
                each other.

            


    

    


    
      	8.	
              NO
                CONFLICTS OF INTEREST

            


    

    


    The
      Consultant will not engage in any business or other transaction or have any
      financial or other personal interest, which is incompatible with the performance
      by the Consultant of the duties under this Agreement in the manner contemplated
      by this Agreement.

    


    The
      Corporation acknowledges that the Consultant will provide from time to time
      similar services for other parties in the mining business which shall not be
      considered a conflict of interest or violation of this provision, subject to
      the
      discharge of the Consultant’s obligations under this Agreement and in particular
      those related to confidentiality.

    


    
      	9.	
              NO
                USE OF CONFIDENTIAL
                INFORMATION

            


    

    


    During
      and at all times after the Term, Consultant will keep confidential all
      Confidential Information and will not use for the benefit of the Consultant,
      its
      employees or others (except in connection with the business and affairs of
      the
      Corporation in the course of providing services hereunder) any Confidential
      Information and will not disclose Confidential Information to any person except
      in the course of providing services under this Agreement to a person who is
      employed by the Corporation or with the Corporation’s prior consent. Consultant
      represents and warrants to the Corporation that Consultant has experience with
      publicly held corporate clients and will not engage in insider trading or
      otherwise violate the securities laws using Confidential
      Information.

    


    The
      foregoing prohibition will not apply to any Confidential Information
      if:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    
      	 	
              (a)

            	
              the
                Confidential Information is available to the public or in the public
                domain at the time of disclosure or use,
                or

            


    

     

    
      	 	
              (b)

            	
              disclosure
                is required to be made by operation of law, in which case the Consultants
                will notify the Corporation immediately upon learning of that requirement;
                or

            


    

     

    
      	 	
              (c)

            	
              disclosure
                is made with the Corporation’s prior written
                approval.

            


    

    


    
      	10.	
              NO
                AUTHORITY TO BIND THE
                CORPORATION

            


    

    


    Without
      limiting the provisions of Section 3, the Consultant, in its capacity as
      Consultant under this Agreement, has no authority to act on behalf of, or to
      hold itself out to be an agent of the Corporation or to bind the Corporation
      to
      perform any obligations to any third party and the Consultant will, as
      appropriate, so inform all third parties with whom the Consultant deals in
      the
      performance of its services. The Consultant will not use the name of the
      Corporation in any advertisement or promotional or marketing material or,
      without the use of any such name, suggest or imply in any such material that
      the
      Consultant has a relationship with the Corporation other than that established
      by this Agreement, unless otherwise agreed to in writing by the
      Corporation.

    


    Notwithstanding
      the foregoing, Mason Douglas, in his capacity as President of the Corporation,
      shall have authority to bind the Corporation and otherwise fulfil his
      responsibilities as President, as provided in the Corporation’s by-laws and as
      specified by the Corporation’s board of directors.

    


    
      	11.	
              TERM
                AND TERMINATION

            


    

    


    The
      Term
      of this Agreement shall be for a one (1) year and shall automatically renew
      from
      year to year unless terminated.

    


    Either
      party may terminate this Agreement at anytime on 90 days’ prior written
      notice.

    


    A.
      This
      Agreement may be terminated upon five (5) days’ prior written notice by the
      Corporation as follows if:

    


    
      	 	
              i.

            	
              Mason
                Douglas is unable to provide his services as President of the Corporation
                or the consulting services by reason of permanent illness, disability,
                incapacity or death.

            


    

    


    
      	 	
              ii.

            	
              Breach
                or default of any obligation of Mason Douglas or the Consultant pursuant
                to Section 9, of this
                Agreement.

            


    

    


    
      	 	
              iii.

            	
              Breach
                or default by Mason Douglas or the Consultant of any other material
                obligation in this Agreement, which breach or default is not cured
                within
                five (5) days of written notice from the
                Corporation.

            


    

    


    B.
      This
      Agreement may be terminated upon five (5) days prior written notice by
      Consultant as follows:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	 	
              i.

            	
              Breach
                or default of any material obligation of the Corporation, which breach
                or
                default is not cured within five (5) days of written notice from
                Consultant.

            


    

    


    
      	 	
              ii.

            	
              If
                the Corporation files for protection under the federal bankruptcy
                laws, or
                any bankruptcy petition or petition for receiver is commenced by
                a third
                party against the Corporation, any of the foregoing remains undismissed
                for a period of sixty (60) days.

            


    

    


    At
      6-month intervals during the Term, the chairman of the Board of Directors of
      the
      Corporation, along with two directors to be named by the chairman of the Board,
      will conduct a performance review (a “Review”) of Consultant and may adjust the
      compensation paid pursuant to this Agreement accordingly.

    


    In
      the
      event that this Agreement is terminated, Mason Douglas agrees to resign as
      President of the Company.

    


    
      	12.	
              NOTICE

            


    

    


    Any
      notice or communication to be given or made under this Agreement must be in
      writing and addressed as follows:

    


    
      	
            	(a)	
              if
                to the Corporation

            


    

    


    Silver
      Reserve Corp.

    1135
      Terminal Way

    Suite
      207B

    Reno,
      Nevada 89502

    Phone:
      775-322-4448

     

    Fax:
      775-322-4458

    


    
      	
            	(b)	
              if
                to the Consultant

            


    

    


    1408943
      Alberta Ltd.

    5542
      Henwood St. S.W.

    Calgary,
      Alberta T3E 6Z3

    ATT:
      Mason Douglas 

    Phone:
      403-512-6041

    


    and
      will
      be deemed to be properly given or made on the earliest of the
      following:

    


    (a) actual
      delivery;

    (b) 48
      hours
      after being sent by commercial courier service; or

    (c) the
      day
      following which any telegram or telecopier message is sent.

    


    Notice
      of
      change of address for the purpose of notice will also be governed by this
      section.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      	13.	
              ASSIGNMENT

            


    

    


    This
      Agreement may not be assigned by any party, without the prior written consent
      of
      the other party, and in the case of the Consultant, without prior written
      consent of the Board of Directors of the Corporation. Consultant may not provide
      a substitute for the responsibilities to be carried out by Mason Douglas
      hereunder without the prior written consent of the Corporation.

    


    
      	14.	
              HEADINGS

            


    

    


    The
      inclusion of headings in this Agreement is for convenience of reference only
      and
      is not to affect construction or interpretation.

    


    
      	15.	
              INVALIDITY
                OF PROVISIONS

            


    

    


    Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction will, as to that jurisdiction, be ineffective to the extent of
      the
      prohibition or unenforceability without invalidating the remaining provisions
      of
      this Agreement, and any prohibition or unenforceability of that provision in
      any
      other jurisdiction. For any provision severed there will be deemed substituted
      a
      like provision to accomplish the intent of the parties as closely as possible
      to
      the provision as drafted, as determined by any court or arbitrator having
      jurisdiction over any relevant proceeding, to the extent permitted by the
      applicable law.

    


    
      	16.	
              WAIVER,
                AMENDMENT

            


    

    


    Except
      as
      expressly provided in this Agreement, no amendment or waiver of this Agreement
      will be binding unless executed in writing by the party to be bound. The failure
      of either party at any time to require performance by the other party of any
      provisions of this Agreement will in no way affect the right of that party
      to
      require performance of any other provisions. No waiver of any provision of
      this
      Agreement will constitute a waiver of any other provision nor will any waiver
      of
      any breach of any provision of this Agreement be construed as a waiver of any
      continuing or succeeding breach of such provision unless otherwise expressly
      provided.

    


    
      	17.	
              CURRENCY

            


    

    


    All
      amounts in this Agreement are stated and will be paid in U.S.
      currency

    


    
      	18.	
              GOVERNING
                LAW

            


    

    


    This
      Agreement is to be governed by and construed in accordance with the laws of
      the
      State of Nevada.

    


    
      	19.	
              ARBITRATION

            


    

    


    Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration in Reno, Nevada, in accordance with the
      rules of the American Arbitration Association then in effect by an arbitrator
      selected by both parties within 10 days after either party has notified the
      other in writing that it desires a dispute between them to be settled by
      arbitration. In the event the parties cannot agree on such arbitrator within
      such 10-day period, each party shall select an arbitrator and inform the other
      party in writing of such arbitrator's name and address within 5 days after
      the
      end of such 10-day period and the two arbitrators so selected shall select
      a
      third arbitrator within 15 days thereafter; provided, however, that in the
      event
      of a failure by either party to select an arbitrator and notify the other party
      of such selection within the time period provided above, the arbitrator selected
      by the other party shall be the sole arbitrator of the dispute. Each party
      shall
      pay its own expenses associated with such arbitration, including the expense
      of
      any arbitrator selected by such party and the Company will pay the expenses
      of
      the jointly selected arbitrator. The decision of the arbitrator or a majority
      of
      the panel of arbitrators shall be binding upon the parties and judgment in
      accordance with that decision may be entered in any court having jurisdiction
      thereover in the United States or Canada. Punitive damages shall not be awarded.
      The arbitrator shall be authorised to order specific performance or other
      equitable relief in the event that the Executive breaches this
      Agreements.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF the Corporation and the Consultants have executed this Agreement
      as of the date first above written.

    


    
       

    

    
      
        	SILVER RESERVE
                CORP.	1408943 ALBERTA
                LTD.
	 	 
	By: 
                /s/Todd Montgomery	By: 
                /s/ Mason Douglas
	
                Todd
                  Montgomery

              	
                Mason
                  Douglas

              
	
                Title:
                  CEO

              	
                Title:
                  Director

              


      

    

     

    
      
         

      

      
        7