bullion_8k-ex1001.htm


    Exhibit
      10.1

     

    UNIT
      PURCHASE AGREEMENT

     

    The
      undersigned (hereinafter “Purchaser”) hereby wishes to purchase, and Bullion
      River Gold Corp., a Nevada corporation (the “Company”), wishes to sell, units of
      securities (the “Units”) each comprised of (i) one share of Common Stock of the
      Company, par value $0.001 per share (“Common Stock”), and (ii) one warrant to
      purchase one share of Common Stock in the form of that attached hereto as Exhibit
      A  pursuant to the terms of this Unit Purchase
      Agreement.

     

    The
      Units, the Common Stock, the Warrant and the shares issuable upon exercise
      of
      the Warrant (“Warrant Shares”) are sometimes referred to collectively herein as
      the “Securities.”

     

    Section
      1.                Subscription of
      the
      Purchaser.

     

    1.1           
      Purchase of
      Units.  The Purchaser hereby irrevocably agrees, represents and
      warrants with, to and for the benefit of the Company, that such Purchaser is
      executing this Unit Purchase Agreement (“Agreement”) to purchase _______ Units
      from the Company (“Units”), with each Unit consisting of (i) one share of Common
      Stock of the Company and (ii) one Warrant to purchase one share of Common Stock
      of the Company  for an exercise price of $0.40 per share, at a price
      per Unit of $0.25, resulting in the purchase price and number of Units set
      forth
      on the Purchaser’s signature page hereto (the “Offering Price”).  The
      Purchaser understands that the Company is relying upon the accuracy and
      completeness of the information contained herein in complying with its
      obligations under federal and state securities and other applicable
      laws.  Subject to the terms and conditions of this Agreement, upon
      execution and delivery hereof by the Purchaser, the Purchaser hereby agrees
      to
      purchase the Units of the Company pursuant to the transaction hereof, and
      against concurrent delivery of the purchase price for such Units.

     

    1.2           
      Offering.  This
      offering of the Units (the "Offering") is being made to Purchaser, who shall
      represent to the Company pursuant to this Agreement that Purchaser is an
      "accredited investor," as that term is defined in Regulation D promulgated
      under
      the Securities Act of 1933, as amended (the "Securities Act") or who has
      otherwise been qualified as an investor by the Company.  All of the
      Units offered hereby are being sold by the Company.  The Company is
      offering Units for the consideration set forth herein.  There is no
      minimum amount required to close the Offering and the Company shall be entitled
      to receive any and all of the Offering proceeds as the investments are
      made.  The minimum subscription amount is $25,000.

     

    Section
      2.               
The
      Closing.

     

    2.1           
      The closing of the Issuance to Purchaser (the "Closing") shall take place
      simultaneously with the execution and delivery of this Agreement at the offices
      of Richardson & Patel LLP, 10900 Wilshire Blvd., Suite 500, Los Angeles
      California at 4:00 pm PST on January __, 2008, or such later date and time
      as
      the Company and the Purchaser shall agree.  

     

    2.2           
      At the Closing, the Company shall deliver to Purchaser a stock certificate
      representing the Common Stock purchased and a Warrant duly executed by the
      Company, against receipt by the Company of a wire transfer in an aggregate
      amount equal to the purchase price therefor as set forth on the signature page
      hereto and the Agreement duly executed by Purchaser. The wire transfer shall
      be
      sent pursuant to the following instructions:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          	
                  Bank:

                	
                  Wells
                    Fargo Bank

                
	 	
                  5340
                    Kietzke Lane

                
	 	
                  Reno,
                    Nevada 89511

                
	 	
                  (775)
                    689-6012

                
	 	 
	
                  Account
                    Name:

                	
                  Bullion
                    River Gold Corp.

                
	
                  Routing
                    No.:

                	
                  121
                    000 248

                
	
                  Account
                    No.:

                	
                  403
                    001 3395

                
	
                  Swift
                    Code:

                	
                  WFBIUS6S

                


        

      

       

    

    Section
      3.                Representations
      and
      Warranties of the Company.

     

    The
      Company hereby represents and warrants to Purchaser as follows:

     

    3.1           
      Organization.  The
      Company is duly organized, validly existing and in good standing under the
      laws
      of the State of Nevada and is qualified to conduct its business as a foreign
      corporation in each jurisdiction where the failure to be so qualified would
      have
      a material adverse effect on the Company.

     

    3.2           
      Authorization of
      Agreement, Etc.  The execution, delivery and performance by the
      Company of this Agreement, the Warrant and each other document or instrument
      contemplated hereby or thereby (collectively, the "Financing Documents") have
      been duly authorized by all requisite corporate action by the Company; and
      this
      Agreement and each other Financing Document have been duly executed and
      delivered by the Company.  Each of the Financing Documents, when
      executed and delivered by the Company, constitutes the valid and binding
      obligation of the Company, enforceable against the Company in accordance with
      its terms, subject to applicable bankruptcy, insolvency, reorganization,
      fraudulent conveyance, moratorium or other similar laws affecting creditors'
      rights and remedies generally, and subject as to enforceability to general
      principles of equity (regardless of whether enforcement is sought in a
      proceeding at law or in equity).

     

    3.3           
      Use of
      Proceeds.  The Company will use the net proceeds from the sale
      of the Securities hereunder for working capital purposes.

     

    3.4           
      Reservation of
      Shares.  So long as any of the Warrants remain outstanding, the
      Company shall take all action necessary to at all times have authorized, and
      reserved for the purpose of issuance, no less than one hundred percent (100%)
      of
      the aggregate number of shares of Common Stock needed to provide for the
      issuance of the Warrant Shares.

     

    3.5           
      Issuance of
      Shares.  The Common Stock to be issued and the Warrant to be
      granted at the Closing have been duly authorized by all necessary corporate
      action and the Common Stock, when paid for or issued in accordance with the
      terms hereof, shall be validly issued and outstanding, fully paid and
      nonassessable.  When the Warrant Shares are issued in accordance with
      the terms of the Warrant, such shares will be duly authorized validly issued
      and
      outstanding, fully paid and nonassessable, and the holder shall be entitled
      to
      all rights accorded to a holder of Common Stock.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Section
      4.               
Representations
      and
      Warranties of Purchaser.

     

    Purchaser
      hereby represents and warrants to the Company as follows:

     

    4.1           
      Authorization of
      the
      Documents.  Purchaser has all requisite power and authority
      (corporate or otherwise) to execute, deliver and perform the Financing Documents
      and the transactions contemplated thereby, and the execution, delivery and
      performance by Purchaser of the Financing Documents have been duly authorized
      by
      all requisite action by Purchaser and each such Financing Document, when
      executed and delivered by Purchaser, constitutes a valid and binding obligation
      of Purchaser, enforceable against Purchaser in accordance with its terms,
      subject to applicable bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws affecting creditors' rights and
      remedies generally, and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity).

     

    4.2           
      Representation of
      Accredited Investor Status, Investment Experience and Ability to Bear
      Risk.  Purchaser acknowledges that the Offering has not been
      registered with the Securities and Exchange Commission because the Company
      is
      relying on an exemption from registration under Section 4(2) of the Securities
      Act and Regulation D promulgated thereunder. Purchaser believes that at the
      time
      of the sale of the Units to Purchaser, Purchaser (or, if Purchaser is a
      corporation, limited liability company or trust, each of its equity owners)
      qualifies as an "accredited investor" (as defined under Rule 501 of Regulation
      D
      promulgated under the Securities Act) using the following qualification factors
      (check all appropriate items):

     

    (__)      $1,000,000
      Net Worth
      Test:

     

    I,
      Purchaser, am a natural person and my individual net worth, or joint net worth
      with my spouse (if any), inclusive of home, furnishings and automobiles, at
      the
      time of this purchase is in excess of $1,000,000.

     

    (__)     $200,000
      Individual/$300,000 Joint Annual Income Test:

     

    I,
      Purchaser, am a natural person and my individual annual gross income (exclusive
      of my spouse's income) has been in excess of $200,000 in each of the two most
      recent tax years, and I reasonably expect individual annual gross income
      (exclusive of my spouse's income) to be in excess of $200,000 for the current
      tax year; or I am a natural person and my joint annual gross income (including
      my spouse's annual gross income) has been in excess of $300,000 in each of
      the
      two most recent tax years, and I reasonably expect our joint annual gross
      incomes to be in excess of $300,000 for the current tax year.

     

    ("Income"
      under this test is defined as adjusted gross income for federal income tax
      purposes plus (i) deductions for long-term capital gains under the Internal
      Revenue Code; (ii) deductions for depletion under section 611 et seq. of the
      Code; (iii) any exclusion for interest received on tax-exempt securities; and
      (iv) any losses of a Company allocated to the individual limited partners of
      the
      Company as reported on Form 1040).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (__)      Bank
      or Investment Company Test:

     

    Purchaser
      is a bank as defined in section 3(a)(2) of the Securities Act, or any savings
      and loan association or other institution as defined in section 3(a)(5)(A)
      of
      the Securities Act, whether acting in its individual or fiduciary capacity;
      or
      is a broker or dealer registered pursuant to section 15 of the Securities
      Exchange Act of 1934; or is an insurance company as defined in section 2(13)
      of
      the Securities Act; or is any investment company registered under the Investment
      Corporation Act of 1940, or a business development company as defined in section
      2(a)(48) of that Act; or is a Small Business Investment Corporation licensed
      by
      the U.S. Small Business Administration under section 301(c) or (d) of the Small
      Business Investment Act of 1958; is a plan established and maintained by a
      state, its political subdivision, or any agency or instrumentality of a state
      or
      its political subdivisions, for the benefit of its employees, if such plan
      has
      total assets in excess of $5,000,000; or is an employee benefit plan within
      the
      meaning of the employee Retirement Income Security Act of 1974, if the
      investment decision is made by a plan fiduciary, as defined in section 3(21)
      of
      such Act, which is either a bank, savings and loan association, insurance
      company, or registered investment adviser, or if the employee benefit plan
      has
      total assets in excess of $5,000,000, or, if a self-directed plan, with
      investment decisions made solely by persons that are accredited
      investors.

     

    (__)     Private
      Business Development Corporation Test:

     

    Purchaser
      is a private business development company as defined in section 202(a)(22)
      of
      the Investment Advisors Act of 1940.

     

    (__)      IRC
      Section 501(c)(3) Organization Test:

     

    Purchaser
      is an organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or Company, not formed
      for
      the specific purpose of acquiring the securities being offered, with total
      assets in excess of $5,000,000.

     

    (__)      Direct
      Relationship to Issuer Test:

     

    Purchaser
      is a director, executive officer, partner or manager of the Company of the
      securities being offered or sold, or any director, executive officer or manager
      of a partner or partner of that issuer.

     

    (__)      $5,000,000
      Noninvestment Trust Test:

     

    Purchaser
      is a trust with total assets in excess of $5,000,000 not formed for the specific
      purpose of acquiring the securities being offered, whose purchase is directed
      by
      a "sophisticated person" as described in section 230.506(b)(2)(ii).

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (__)      Equity
      Entity Comprised of Accredited Investors Test:

     

    Purchaser
      is any equity entity in which all of the equity owners are accredited investors
      as defined above.   Purchaser has had one of the persons
      responsible for overseeing and/or managing one or more of Purchaser’s financial
      accounts complete the attestation in Section D hereof in order to verify the
      information in this Section 4:

     

    Yes
      _________           No
      _________

     

    In
      addition, Purchaser is knowledgeable and experienced with respect to the
      financial and business activities contemplated by the Company and is capable
      of
      evaluating the risks and merits of investing in the Units and, in making a
      decision to proceed with this investment, has not relied upon any
      representations, warranties or agreements, other than those set forth in this
      Agreement and can bear the economic risk of an investment in the Company for
      an
      indefinite period of time, and can afford to suffer the complete loss
      thereof.

     

    4.3           
      U.S.A. Patriot Act
      Representations.

     

    (A)           
      Purchaser represents, warrants and covenants that Purchaser:

     

    (i)(a)
      is subscribing for the
      Securities for Purchaser’s own account, own risk and own beneficial interest,
      (b) is not acting as an agent, representative, intermediary, nominee or in
      a
      similar capacity for any other person or entity, nominee account or beneficial
      owner, whether a natural person or entity (each such natural person or entity,
      an “Underlying Beneficial Owner”) and no Underlying Beneficial Owner will have a
      beneficial or economic interest in the Securities being purchased by Purchaser
      (whether directly or indirectly, including without limitation, through any
      option, swap, forward or any other hedging or derivative transaction), (c)
      if it
      is an entity, including, without limitation, a fund-of-funds, trust, pension
      plan or any other entity that is not a natural person (each, an “Entity”), has
      carried out thorough due diligence as to and established the identities of
      such
      Entity’s investors, directors, officers, trustees, beneficiaries and grantors
      (to the extent applicable, each a “Related Person” of such Entity), holds the
      evidence of such identities, will maintain all such evidence for at least five
      years from the date of Purchaser’s resale or other disposition of all the
      Securities, will request such additional information as the Company may require
      to verify such identities as may be required by applicable law, and will make
      such information available to the Company upon its request, and (d) does not
      have the intention or obligation to sell, pledge, distribute, assign or transfer
      all or a portion of the Securities to any Underlying Beneficial Owner or any
      other person; or
      (check and initial one
      box)

    


    (ii)(a)
      is subscribing for the
      Securities as a record owner and will not have a beneficial ownership interest
      in the Securities, (b) is acting as an agent, representative, intermediary,
      nominee or in a similar capacity for one or more Underlying Beneficial Owners
      (as defined in (A)(i)(a) above), and understands and acknowledges that the
      representations, warranties and agreements made in the Financing Documents
      are
      made by Purchaser with respect to both Purchaser and the Underlying Beneficial
      Owner(s), (c) has all requisite power and authority from the Underlying
      Beneficial Owner(s) to execute and perform the obligations under the Financing
      Documents, (d) has carried out thorough due diligence as to and established
      the
      identities of all Underlying Beneficial Owners (and, if an Underlying Beneficial
      Owner is not a natural person, the identities of such Underlying Beneficial
      Owner’s Related Persons (to the extent applicable)), holds the evidence of such
      identities, will maintain all such evidence for at least five years from the
      date of Purchaser’s resale or other disposition of all the Securities, and will
      make such information available to the Company upon its request and (e) does
      not
      have the intention or obligation to sell, pledge, distribute, assign or transfer
      all or a portion of the Securities to any person other than the Underlying
      Beneficial Owner(s).

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (B)           
      Purchaser hereby represents and warrants that the proposed investment in the
      Company that is being made on its own behalf or, if applicable, on behalf of
      any
      Underlying Beneficial Owners does not directly or indirectly contravene United
      States federal, state, local or international laws or regulations applicable
      to
      Purchaser, including anti-money laundering laws (a “Prohibited
      Investment”).

    


    (C)           
      Federal regulations and Executive Orders administered by the U.S. Treasury
      Department’s Office of Foreign Assets Control (“OFAC”) prohibit, among other
      things, the engagement in transactions with, and the provision of services
      to,
      certain foreign countries, territories, entities and individuals.  The
      lists of OFAC prohibited countries, territories, persons and entities can be
      found on the OFAC website at <www.treas.gov/ofac>.  Purchaser
      hereby represents and warrants that neither Purchaser nor, if applicable, any
      Underlying Beneficial Owner or Related Person, is a country, territory, person
      or entity named on an OFAC list, nor is Purchaser nor, if applicable, any
      Underlying Beneficial Owner or Related Person, a natural person or entity with
      whom dealings are prohibited under any OFAC regulations.

    


    (D)           
      Purchaser represents and warrants that neither Purchaser nor, if applicable,
      any
      Underlying Beneficial Owner or Related Person, is a senior foreign political
      figure, or any immediate family member or close associate of a senior foreign
      political figure within the meaning of, and applicable guidance issued by the
      Department of the Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C.
      §5311 et seq.), as amended, and any regulations promulgated
      thereunder.

    


    (E)           
      Purchaser agrees promptly to notify the Company should Purchaser become aware
      of
      any change in the information set forth in paragraphs (A) through
      (D).

    


    (F)           
      Purchaser agrees to indemnify and hold harmless the Company, its affiliates,
      their respective directors, officers, shareholders, employees, agents and
      representatives (each, an “Indemnitee”) from and against any and all losses,
      liabilities, damages, penalties, costs, fees and expenses (including legal
      fees
      and disbursements) (collectively, “Damages”) which may result, directly or
      indirectly, from Purchaser’s misrepresentations or misstatements contained
      herein or breaches hereof relating to paragraphs (A) through (D).

    


    (G)           
      Purchaser understands and agrees that, notwithstanding anything to the contrary
      contained in any document (including any side letters or similar agreements),
      if, following Purchaser’s investment in the Company, it is discovered that the
      investment is or has become a Prohibited Investment, such investment may
      immediately be redeemed by the Company or otherwise be subject to the remedies
      required by law, and Purchaser shall have no claim against any Indemnitee for
      any form of Damages as a result of such forced redemption or other
      action.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (H)           
      Upon the written request from the Company, Purchaser agrees to provide all
      information to the Company to enable the Company to comply with all applicable
      anti-money laundering statutes, rules, regulations and policies, including
      any
      policies applicable to a portfolio investment held or proposed to be held by
      the
      Company. Purchaser understands and agrees that the Company may release
      confidential information about Purchaser and, if applicable, any Underlying
      Beneficial Owner(s) or Related Person(s) to any person, if the Company, in
      its
      sole discretion, determines that such disclosure is necessary to comply with
      applicable statutes, rules, regulations and policies.

     

    4.4           
      Risk
      Factors.  The Purchaser understands and acknowledges that the
      purchase of the Securities involves a number of significant risks, and that
      the
      Purchaser may lose the Purchaser’s entire investment in the Securities.
      Purchaser has read the Company’s various filings and reports on file and
      publicly available with the Securities and Exchange Commission including the
      Company’s financial statements included therein.

     

    4.5           
      Restricted
      Stock. Purchaser understands and acknowledges that the Securities have
      not been, and when issued will not be, registered with the Securities and
      Exchange Commission. Further, the Purchaser understands and acknowledges that
      the certificates representing the Common Stock and the Warrant Shares, when
      issued, shall bear a restrictive legend.  

     

    Section
      5.               
Conditions at
      Closing.

     

    5.1           
      Precedent to the
      Obligation of the Company to Sell the Securities. The obligation
      hereunder of the Company to issue and sell the Securities to the Purchaser
      is
      subject to the satisfaction or waiver, at or before the Closing, of each of
      the
      conditions set forth below.  These conditions are for the Company’s
      sole benefit and may be waived by the Company at any time in its sole
      discretion.

     

    (A)           
      Accuracy of the
      Purchaser’s Representations and Warranties.  The
      representations and warranties of the Purchaser shall be true and correct in
      all
      material respects as of the date when made and as of the Closing Date as though
      made at that time, except for representations and warranties that are expressly
      made as of a particular date, which shall be true and correct in all material
      respects as of such date.

     

    (B)           
      Performance by the
      Purchaser.  The Purchaser shall have performed, satisfied and
      complied in all respects with all covenants, agreements and conditions required
      by this Agreement to be performed, satisfied or complied with by the Purchaser
      at or prior to the Closing.

     

    (C)           
      Delivery of Purchase
      Price.  The Purchase Price for the Securities has been
      delivered to the Company at the Closing Date.

     

    (D)           
      Delivery of
      Transaction Documents.  The Transaction Documents shall have
      been duly executed and delivered to the Company by the Purchaser.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    5.2           
      Conditions Precedent
      to the Obligation of the Purchaser to Purchase the
      Securities.  The obligation hereunder for the Purchaser to
      acquire and pay for the Securities is subject to the satisfaction or waiver,
      at
      or before the Closing, of each of the conditions set forth
      below.  These conditions are for the Purchaser’s sole benefit and may
      be waived by the Purchaser at any time in its sole discretion.

     

    (A)           
      Accuracy of the
      Company’s Representations and Warranties.  Each of the
      representations and warranties of the Company in this Agreement shall be true
      and correct in all material respects as of the date when made and as of the
      Closing Date as though made at that time (except for representations and
      warranties that are expressly made as of a particular date), which shall be
      true
      and correct in all material respects as of such date.

     

    (B)           
      Performance by the
      Company.  The Company shall have performed, satisfied and
      complied in all material respects with all covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by the
      Company at or prior to the Closing.

     

    (C)           
      Delivery of
      Transaction Documents.  The Transaction Documents shall have
      been duly executed and delivered by the Company to the Purchaser.

     

    Section
      6.              
Brokers and
      Finders.

     

    The
      Company shall not be obligated to pay any commission, brokerage fee or finder’s
      fee based on any alleged agreement or understanding between Purchaser and a
      third person in respect of the transactions contemplated
      hereby.  Purchaser hereby agrees to indemnify the Company against any
      claim by any third person for any commission, brokerage or finder's fee or
      other
      payment with respect to this Agreement or the transactions contemplated hereby
      based on any alleged agreement or understanding between Purchaser and such
      third
      person, whether express or implied from the actions of Purchaser.

    


    Section
      7.             
 Indemnification.

    


    Purchaser
      hereby agrees to indemnify
      and defend (with counsel acceptable to the Company) the Company and its
      officers, directors, employees and agents and hold them harmless from and
      against any and all liability, loss, damage, cost or expense, including costs
      and reasonable attorneys’ fees, incurred on account of or arising
      from:

    


    (i)           
      Any breach of or inaccuracy in Purchaser’s representations, warranties or
      agreements herein or in the Financing Documents; and

    


    (ii)           Any
      action, suit or proceeding based on a claim that any of Purchaser’s
      representations and warranties in the Financing Documents were inaccurate or
      misleading, or otherwise cause for obtaining damages or redress from the Company
      or any officer, director, employee or agent of the Company under the Securities
      Act.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    Section
      8.               Successors and
      Assigns.

     

    This
      Agreement shall bind and inure to the benefit of the Company, Purchaser and
      their respective successors and assigns.

     

    Section
      9.               Entire
      Agreement.

     

    This
      Agreement and the other writings and agreements referred to in this Agreement
      or
      delivered pursuant to this Agreement contain the entire understanding of the
      parties with respect to the subject matter hereof and supersedes all prior
      agreements and understandings among the parties with respect
      thereto.

     

    Section
      10.            Notices.

     

    All
      notices, demands and requests of any kind to be delivered to any party in
      connection with this Agreement shall be in writing and shall be deemed to have
      been duly given if personally delivered or if sent by internationally-recognized
      overnight courier or by registered or certified mail, return receipt requested
      and postage prepaid, addressed as follows:

     

    if
      to the
      Company, to:

     

    Bullion
      River Gold Corp.

    3500
      Lakeside Court, Suite 200

    Reno,
      Nevada 89509

    Tel.
      No.:
      (775) 324-4881

    Fax
      No.:  (775) 324-7893

    Attention:
      Peter M. Kuhn, CEO

    


    with
      a
      copy to:

    


    Richardson
      & Patel LLP

    10900
      Wilshire Blvd., Suite 500

    Los
      Angeles, CA 90024

    Tel.
      No.:
      (310) 208-1182

    Fax
      No.:
      (310) 208-1154

    Attention:
      Jennifer A. Post, Esq.

    


    if
      to
      Purchaser, to:

     

    the
      address of Purchaser set forth on the signature page hereto;

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties to this Agreement in writing in accordance with the
      provisions of this Section
      10.  Any such notice or communication shall be deemed to have
      been received (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of internationally-recognized overnight courier,
      on
      the next business day after the date when sent and (iii) in the case of mailing,
      on the third business day following that on which the piece of mail containing
      such communication is posted.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    Section
      11.            Amendments.

     

    This
      Agreement may not be modified or amended, or any of the provisions of this
      Agreement waived, except by written agreement of the Company and
      Purchaser.

     

    Section
      12.            Governing  Law;
      Waiver of Jury Trial.

     

    All
      questions concerning the construction, interpretation and validity of this
      Agreement shall be governed by and construed and enforced in accordance with
      the
      domestic laws of Nevada without giving effect to any choice or conflict of
      law
      provision or rule (whether in the State of Nevada or any other jurisdiction)
      that would cause the application of the laws of any jurisdiction other than
      the
      State of Nevada.  In furtherance of the foregoing, the internal law of
      the State of Nevada will control the interpretation and construction of this
      Agreement, even if under such jurisdiction's choice of law or conflict of law
      analysis, the substantive law of some other jurisdiction would ordinarily or
      necessarily apply.

     

    BECAUSE
      DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
      QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE
      PARTIES WISH APPLICABLE LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
      PARTIES DESIRE 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
      RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE
      OR
      DEFEND ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS RELATED
      HERETO.

     

    Section
      13.            Submission to
      Jurisdiction.

     

    Any
      legal
      action or proceeding with respect to this Agreement or the other Financing
      Documents may be brought in the courts of the State of California and the United
      States of America located in the City of Los Angeles, California, U.S.A. and,
      by
      execution and delivery of this Agreement, the Company hereby accepts for itself
      and in respect of its property, generally and unconditionally, the jurisdiction
      of the aforesaid courts.  Purchaser hereby irrevocably waives, in
      connection with any such action or proceeding, any objection, including, without
      limitation, any objection to the venue or based on the grounds of forum non
      conveniens, which it may now or hereafter have to the bringing of any such
      action or proceeding in such respective jurisdictions.  Purchaser
      hereby irrevocably consents to the service of process of any of the
      aforementioned courts in any such action or proceeding by the mailing of copies
      thereof by registered or certified mail, postage prepaid, to it at its address
      as set forth herein.

     

    Section
      14.            Severability.

     

    It
      is the
      desire and intent of the parties that the provisions of this Agreement be
      enforced to the fullest extent permissible under the law and public policies
      applied in each jurisdiction in which enforcement is
      sought.  Accordingly, in the event that any provision of this
      Agreement would be held in any jurisdiction to be invalid, prohibited or
      unenforceable for any reason, such provision, as to such jurisdiction, shall
      be
      ineffective, without invalidating the remaining provisions of this Agreement
      or
      affecting the validity or enforceability of such provision in any
      jurisdiction.  Notwithstanding the foregoing, if such provision could
      be more narrowly drawn so as not to be invalid, prohibited or unenforceable
      in
      such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn,
      without invalidating the remaining provisions of this Agreement or affecting
      the
      validity or enforceability of such provision in any other
      jurisdiction.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    Section
      15.            Independence of
      Agreements,
      Covenants, Representations and Warranties.

     

    All
      agreements and covenants hereunder shall be given independent effect so that
      if
      a certain action or condition constitutes a default under a certain agreement
      or
      covenant, the fact that such action or condition is permitted by another
      agreement or covenant shall not affect the occurrence of such default, unless
      expressly permitted under an exception to such covenant.  In addition,
      all representations and warranties hereunder shall be given independent effect
      so that if a particular representation or warranty proves to be incorrect or
      is
      breached, the fact that another representation or warranty concerning the same
      or similar subject matter is correct or is not breached will not affect the
      incorrectness of or a breach of a representation and warranty
      hereunder.  The exhibit and any schedules attached hereto are hereby
      made part of this Agreement in all respects.

     

    Section
      16.            Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart of this Agreement shall be deemed to be an original instrument,
      but
      all such counterparts together shall constitute but one
      agreement.  Facsimile counterpart signatures to this Agreement shall
      be acceptable and binding.

     

    Section
      17.            Headings.

     

    The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement.

     

    Section
      18.            Expenses.

     

    Purchaser
      shall pay Purchaser’s own fees and expenses incurred in connection with the
      preparation, negotiation, execution and delivery of the Financing
      Documents.

     

    Section
      19.            Preparation of
      Agreement.

     

    The
      Company, or its counsel, prepared this Agreement the Subscription Application
      and the Warrant solely on the Company’s behalf.  Each party to this
      Agreement acknowledges that:  (i) the party had the advice of, or
      sufficient opportunity to obtain the advice of, legal counsel separate and
      independent of legal counsel for any other party hereto; (ii) the terms of
      the
      transactions contemplated by this Agreement are fair and reasonable to such
      party; and (iii) such party has voluntarily entered into the transactions
      contemplated by this Agreement without duress or coercion.  Each party
      further acknowledges that such party was not represented by the legal counsel
      of
      any other party hereto in connection with the transactions contemplated by
      this
      Agreement, nor was he or it under any belief or understanding that such legal
      counsel was representing his or its interests.  Each party agrees that
      no conflict, omission or ambiguity in this Agreement, or the interpretation
      thereof, shall be presumed, implied or otherwise construed against any other
      party to this Agreement on the basis that such party was responsible for
      drafting this Agreement.

    


     

    *    *    *    *    *

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, each of
      the undersigned has duly executed this Unit Purchase Agreement as of January
      ___, 2008.

     

    
    

    
      	
               

               

               

               

               

               

               

               

               

               

              PURCHASER:
                

               

              __________________________________

              Name
                of Purchaser (Individual or

              Institution)

               

               

              __________________________________

              Title
                of Individual representing 

              Purchaser
                (if an Institution)

               

               

               

               

               

               

               

               

               

               

               

              Purchase
                Price $______________________

              


              Number
                of
                Units:_____________________

            	
              COMPANY:

              


              BULLION
                RIVER GOLD CORP.

              


              


              By:_________________________________

              Name:  Peter
                M. Kuhn

              Title:  Chief
                Executive Officer

               

               

              
                ________________________________

                Name
                  of Individual representing 

                Purchaser
                  (if an Institution) 

              

               

               

              
                ________________________________

                Signature
                  of Individual Purchaser or 

              

              
                Individual
                  representing Purchaser 

              

               

               

              
                Address:

                ________________________________

                 

                Telephone:

                ________________________________

                 

                Facsimile:

                ________________________________

              

               

            


    

    
                                                                  
        

    

     

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

    


    WARRANT