EX 10.4


    EXHIBIT
      10.4

     

    PROPERTY
      PURCHASE AGREEMENT

     

     

     

    THIS
      AGREEMENT (this “Agreement”) is made as of the 1st
      day of
      August, 2006,

     

    BETWEEN:

     

    INTERNATIONAL
      ENERGY RESOURCES INC.,
      a Nevada
      Corporation

     

    (hereinafter
      referred to as the “Vendor”)

     

    OF
      THE
      FIRST PART,

     

    AND:

     

    SILVER
      RESERVE CORP.,
      a
      company incorporated under the laws of the State of Delaware 

     

    (hereinafter
      referred to as the “Purchaser”)

     

    OF
      THE
      SECOND PART.

     

    RECITALS

     

    WHEREAS
      the Vendor is the recorded and beneficial owner of a 100% interest in certain
      mineral claims (the “Claims”) situated in the State of Nevada more particularly
      described in Schedule "A" hereto and a milling building and equipment (the
      “Mill”) described in Schedule “B” hereto, collectively hereinafter referred to
      as the “Property”;

     

    WHEREAS
      the Vendor has agreed to sell to the Purchaser all of its right, title and
      interest in and to the Property.

     

    NOW
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained and subject to the terms and conditions hereafter set out, the parties
      hereto agree as follows:

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    1.    PURCHASE
      AND SALE

     

    1.01  The
      Vendor hereby sells and transfers to the Purchaser, and the Purchaser hereby
      buys and accepts from the Vendor, all of the Vendor’s right, title and interest
      in and to the Property in consideration of the sum of 6,975,000 common shares
      in
      the capital of the Purchaser (the “Shares”),
      to be
      paid and delivered to the Vendor on closing.

     

    2.    CLOSING
      DATE 

     

    2.01  In
      this
      agreement, “Closing
      Date”
      means
      August 31, 2006, or such other date as may be agreed to by the parties
      hereto.

     

    3.    TRANSFER
      OF TITLE

     

    3.01  On
      the
      Closing Date, the Vendor shall deliver to the Purchaser recordable Bills of
      Sale
      or other applicable conveyancing documentation sufficient to affect the transfer
      of a 100% interest in and to the Property to the Purchaser. Vendor agrees to
      execute such further documentation as may be necessary or desirable to evidence
      such transfer of title and/or to record such transfer in appropriate registries,
      at the request of Purchaser.

     

    4.    RIGHT
      OF ENTRY

     

    4.01  The
      Purchaser, its servants, agents and workmen and any persons duly authorized
      by
      the Purchaser following execution of this Agreement, shall have the exclusive
      right to enter upon and carry out work on the Property in such manner as the
      Purchaser in its sole discretion may deem advisable. 

     

    5.    REPRESENTATIONS
      AND WARRANTIES OF THE VENDOR

     

    5.01  The
      Vendor hereby represents and warrants to the Purchaser that:

     

    
      	 	
              (a)

            	
              it
                is a company in good standing under the laws of the State of Nevada
                and
                has the power and authority to enter into this
                Agreement;

            


    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              it
                is the recorded and beneficial owner of a 100% interest in and to
                the
                Property and the Property is not subject to any liens or encumbrances
                of
                any kind whatsoever;

            


    

     

    
      	 	
              (c)

            	
              the
                Claims set out in Schedule “A” and forming part of the Property have been
                validly located and are now duly recorded and in good standing
                substantially in accordance with the laws in effect in the jurisdiction
                in
                which they are situated;

            


    

     

    
      	 	
              (d)

            	
              the
                entering into this Agreement does not conflict with any applicable
                law nor
                does it conflict with, or result in a breach of or accelerate the
                performance required by, any contract or other commitment to which
                it is a
                party or by which it is bound;

            


    

     

    
      	 	
              (e)

            	
              it
                has the exclusive right to enter into this Agreement and all necessary
                authority to assign to the Purchaser all of its right, title and
                interest
                in and to the Property in accordance with the terms and conditions
                of this
                Agreement;

            


    

     

    
      	 	
              (f)

            	
              the
                Property is free and clear of all liens and encumbrances and all
                Claims
                are in good standing with assessment work filed for, not less than
                one
                year following the Closing Date;

            


    

     

    
      	 	
              (g)

            	
              there
                are no outstanding or, to the best of the Vendor’s information, knowledge
                and belief, proposed, threatened or contemplated actions or suits
                which,
                if successful, would or could affect the market value or ownership
                of the
                Property or any portion thereof;

            


    

     

    
      	 	
              (h)

            	
              conditions
                on and relating to the Property are in compliance with all applicable
                laws, regulations and orders relating to environmental matters, including,
                but not limited to, waste disposal and storage and the Vendor is
                not aware
                of any conditions with respect to the Property that could give rise
                to
                environmental claims that would impair the Purchaser’s title to the
                Property; 

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              (i)

            	
              there
                are no reclamation liabilities to be carried out in the future,
                outstanding work orders or actions required to be taken relating
                to the
                condition of the Property, or any operations that have been carried
                out
                thereon; 

            


    

     

    
      	 	
              (j)

            	
              on
                the Closing Date the Vendor will deliver to the Purchaser copies
                of all
                operating reports and other documents and or materials relating to
                the
                Property in the Vendor’s
                possession.

            


    

     

    
      	 	
              (k)

            	
              the
                Vendor has been informed as to, and is familiar with, the business
                activities of the Purchaser and its affiliates, and has had an opportunity
                and proceeded, or waived the opportunity, to (i) review the books
                and
                records of the Purchaser and its affiliates and to ask questions
                of, and
                receive answers from, appropriate representatives of the Purchaser
                and its
                affiliates concerning the Purchaser and its affiliates and the terms
                and
                conditions of this Agreement, and (ii) obtain and review all additional
                information relating to the history and proposed business plan of
                the
                Purchaser and its affiliates that it deems
                necessary.

            


    

     

    
      	 	
              (l)

            	
              the
                Vendor fully understands that the Shares have not been registered
                under
                the Securities Act in reliance upon exemptions therefrom, and,
                accordingly, to the extent that it is not supplied with the information
                which would have been contained in a registration statement filed
                under
                the Securities Act, it must rely on its own access to such
                information.

            


    

     

    
      	 	
              (m)

            	
              the
                Vendor has had an opportunity to obtain and has obtained a general
                and
                complete understanding satisfactory to it of the Purchaser, its affiliates
                and their services, potential assets, finances, and manner of doing
                business sufficient to permit it to evaluate (i) the Purchaser and
                its
                prospects and (ii) the risks and merits of accepting the Shares on
                payment
                for the Property.

            


    

     

    
      	 	
              (n)

            	
              the
                Vendor (i) recognizes that accepting the Shares involves risk, (ii)
                has
                carefully considered whether accepting he Shares is appropriate,
                and (iii)
                has obtained such individual financial, tax and legal advice as it
                deems

            


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    necessary
      or appropriate to fully understand the risks involved and to evaluate accepting
      the Shares.

     

    
      	 	
              (o)

            	
              the
                Vendor recognizes that it must bear the economic risk involved in
                accepting the Shares for an indefinite period of time because, among
                other
                reasons, the Shares have not been registered under the Securities
                Act and
                therefore cannot be sold, pledged, assigned or otherwise disposed
                of
                unless (i) they are subsequently registered under the Securities
                Act or
                (ii) an exemption from such registration is available and an opinion
                of
                counsel acceptable to the Purchaser that the transfer is not in violation
                of any federal securities act or state securities law is provided
                to the
                Purchaser.

            


    

     

    
      	 	
              (p)

            	
              the
                Vendor recognizes that there is no current market for the Shares;
                that
                there can be no assurances that such a market will exist any time
                in the
                future and accordingly it may not be able to sell or dispose of any
                of the
                Shares even if it had held them for a number of years; that its right
                to
                transfer the Shares will be restricted by federal and state securities
                laws and a legend to this effect will be placed on the certificates
                representing the Shares and that such laws impose strict limitations
                upon
                such transfer; and the Purchaser is under no obligation in connection
                with
                the subsequent transfer thereof by it or to aid it in obtaining an
                exemption from such registration.

            


    

     

    
      	 	
              (q)

            	
              the
                Vendor acknowledges that the Share certificate representing the purchase
                price shall be legended with a legend substantially in the following
                form:

            


    

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THESE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITY UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER ANY APPLICABLE
      STATE
      SECURITIES LAWS OR (B) AN

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    OPINION
      OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. ANY PURPORTED
      TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
      IN ANY MANNER WHICH IS IN VIOLATION OF THE FOREGOING LIMITATIONS IS INVALID
      AND
      THE COMPANY WILL NOT TRANSFER SUCH INVALIDLY TRANSFERRED SECURITY ON THE BOOKS
      OF THE COMPANY.

     

    5.02  The
      representations and warranties hereinbefore set out are conditions upon which
      the Purchaser has relied in entering into this Agreement and shall survive
      the
      Closing Date by a period of 24 months, except that the representation and
      warranty of Vendor pursuant to Sections 6.01 (b), (c), (d), (e) and (f) shall
      survive indefinitely. The Vendor hereby indemnifies and saves the Purchaser
      harmless from all loss, damage, costs, actions and suits arising out of or
      in
      connection with any breach of any representation or warranty made by it and
      contained in this Agreement.

     

    6.  REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    6.01  The
      Purchaser represents and warrants to the Vendor that:

     

    
      	 	
              (a)

            	
              it
                has full corporate power and authority to enter into this Agreement
                and
                the entering into of this Agreement does not conflict with any applicable
                laws or with its charter documents nor does it conflict with, or
                result in
                a breach of, or accelerate the performance required by any contract
                or
                other commitment to which it is party or by which it is
                bound;

            


    

     

    
      	 	
              (b)

            	
              the
                shares to be delivered to the Vendor upon the Closing Date will be
                duly
                and validly authorized and issued and
                non-assessable.

            


    

     

    6.02 The
      representations and warranties hereinbefore set out are conditions upon which
      the Vendor has relied on entering into this Agreement and shall survive the
      Closing Date. The Purchaser hereby indemnifies and saves the Vendor harmless
      from all loss, damage, costs, actions and suits arising out of or in connection
      with any breach of any representation or warranty made by it and contained
      in
      this Agreement.

      
        
           

        

        
          -6-

          
            

          

        

        
           

        

      

    

     

    6.03  The
      Purchaser accepts, as of the date of this Agreement, responsibility for all
      ongoing cost of the maintenance of the Property and without limitation shall
      include the sustaining fees due August 31, 2006.

     

    7.    CONFIDENTIALITY
      OF INFORMATION

     

    7.01  The
      parties hereto shall, subject to the exceptions set out hereinafter, treat
      all
      data, reports, records and other information relating to this agreement and
      the
      Property as confidential. While this Agreement is in effect, no party hereto
      shall, without the express written consent of the other, disclose to any third
      party any information concerning the results of the operations hereunder nor
      issue any press releases concerning this Agreement or its exploration operations
      except where such disclosure is mandatory under the law or is deemed necessary
      by the disclosing party's counsel for the satisfaction by the disclosing party
      of its obligations under applicable securities law, and the disclosing party
      has, prior to the public disclosure, given the non-disclosing parties a draft
      copy of the disclosure.

     

    7.03  The
      Purchaser accepts, as of the date of this Agreement, responsibility for all
      ongoing cost of the maintenance of the Property and without limitation shall
      include the sustaining fees due August 31, 2006.

     

    8.    ARBITRATION

     

    8.01  Any
      controversy between the parties hereto involving any claim arising out of or
      relating to this Agreement, will be submitted to and be settled by final and
      binding arbitration in Las Vegas, Nevada, in accordance with the then current
      Commercial Arbitration Rules of the American Arbitration Association (the
“AAA”), and judgment upon the award rendered by the arbitrators may be entered
      in any court having jurisdiction thereof. Such arbitration shall be conducted
      by
      three (3) arbitrators chosen by the Vendor and the Purchaser, or failing such
      agreement, an arbitrator experienced in the sale of similar mineral assets
      appointed by the AAA. There shall be limited discovery prior to the arbitration
      hearing as follows: (a) exchange of witness lists and copies of

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      



    documentary
      evidence and documents relating to or arising out of the issues to be
      arbitrated, (b) depositions of all party witnesses, and (c) such other
      depositions as may be allowed by the arbitrators upon a showing of good cause.
      Depositions shall be conducted in accordance with the Nevada Code of Civil
      Procedure, the arbitrator(s) shall be required to provide in writing to the
      parties the basis for the award or order of such arbitrator(s), and a court
      reporter shall record all hearings, with such record constituting the official
      transcript of such proceedings.

     

     

    9.  NOTICES

     

    9.01  Any
      notice, election, consent or other writing required or permitted to be given
      hereunder shall be deemed to be sufficiently given if delivered or if mailed
      by
      registered air mail or by fax, addressed as follows:

     

    In
      the
      case of the Vendor:

     

    International
      Energy Resources Inc.

    3983,
      S.
      McCarran Blvd., Ste 465

    Reno,
      Nevada

    89502-7510

     

    In
      the
      case of the Purchaser:

    


    Silver
      Reserve Corp.

    1226
      White Oaks Blvd., Suite 10A

    Oakville,
      Ontario L6H 2B9

    Fax
      #905-845-6415

    Attention:
      Stafford Kelley

     

    and
      any
      such notice given as aforesaid shall be deemed to have been given to the parties
      hereto if delivered, when delivered, or if mailed, on the tenth business day
      following the date of mailing, or, if faxed, on the next succeeding day
      following the faxing thereof PROVIDED HOWEVER that during the period of any
      postal interruption in either the country of mailing or the country of delivery,
      any notice given hereunder by mail shall be deemed to have been given only
      as of
      the date of actual delivery of the same. Any party may from time to time by
      notice in writing change its address for the purpose of this
      paragraph.


    
      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

    

     

    10.    GENERAL
      TERMS AND CONDITIONS

     

    10.01  The
      parties hereto hereby covenant and agree that they will execute such further
      agreements, conveyances and assurances as may be requisite, or which counsel
      for
      the parties may deem necessary to effectually carry out the intent of this
      Agreement.

     

    10.02  This
      Agreement shall represent the entire understanding between the parties with
      respect to the Property. No representa-tions or inducements have been made
      save
      as herein set forth. No changes, alterations, or modifications of this Agreement
      shall be binding upon either party until and unless an amendment to this
      Agreement or a memorandum in writing to such effect shall have been signed
      by
      all parties hereto.

     

    10.03  The
      titles to the articles to this Agreement shall not be deemed to form part of
      this Agreement but shall be regarded as having been used for convenience of
      reference only.

     

    10.04  The
      schedules to this Agreement shall be construed with and as an integral part
      of
      this Agreement to the same extent as if they were set forth verbatim
      herein.

     

    10.05  This
      Agreement shall be governed by and interpreted in accordance with the laws
      in
      effect in the State of Delaware.

     

    10.06  This
      Agreement shall enure to the benefit of and be binding upon the parties hereto
      and their respective successors and assigns.

     

    10.07 This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument. Execution and delivery of this Agreement by exchange of facsimile
      copies bearing facsimile signature of a party shall constitute a valid and
      binding execution and delivery of this Agreement by such party. Such facsimile
      copies shall constitute enforceable original documents.

     

    10.08  Time
      shall be of the essence of this agreement.


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF this Agreement has been executed by the parties hereto as of
      the
      day and year first above written.

     

     

    INTERNATIONAL
      ENERGY RESOURCES INC.

    


    


    By: 
      s/
      J.
      Christiansen

      
        

      

    

    Its: President

    


    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Stafford Kelley

      
        

      

    

    Its: Secretary

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    SCHEDULE
      "A"

     

    TO
      THAT CERTAIN AGREEMENT MADE AS OF THE 1st
      DAY
      OF AUGUST, 2006 BETWEEN INTERNATIONAL ENERGY RESOURCES INC., OF THE FIRST PART
      AND SILVER RESERVE CORP., OF THE SECOND PART

     

    THE
      “CLAIMS”

    


    
      	 	
              1.

            	
              NMC
                - 671448

            


    

    
      	 	
              2.

            	
              NMC
                - 417400

            


    

    
      	 	
              3.

            	
              NMC
                - 417401

            


    

    
      	 	
              4.

            	
              NMC
                - 417402

            


    

    
      	 	
              5.

            	
              NMC
                - 417403

            


    

    
      	 	
              6.

            	
              NMC
                - 417406

            


    

    
      	 	
              7.

            	
              NMC
                - 417407

            


    

    
      	 	
              8.

            	
              NMC
                - 923205

            


    

    
      	 	
              9.

            	
              NMC
                - 923206

            


    

    
      	 	
              10.

            	
              NMC
                - 923207

            


    

    
      	 	
              11.

            	
              NMC
                - 923208

            


    

    
      	 	
              12.

            	
              NMC
                - 923209

            


    

    
      	 	
              13.

            	
              NMC
                - 923210

            


    

    
      	 	
              14.

            	
              NMC
                - 923211

            


    

    
      	 	
              15.

            	
              NMC
                - 923212

            


    

    
      	 	
              16.

            	
              NMC
                - 923213

            


    

    
      	 	
              17.

            	
              NMC
                - 923214

            


    

    
      	 	
              18.

            	
              NMC
                - 923215

            


    

    
      	 	
              19.

            	
              NMC
                - 923216

            


    

    
      	 	
              20.

            	
              NMC
                - 923217

            


    

    
      	 	
              21.

            	
              NMC
                - 923218

            


    

    
      	 	
              22.

            	
              NMC
                - 923219

            


    

    
      	 	
              23.

            	
              NMC
                - 923220

            


    

    
      	 	
              24.

            	
              NMC
                - 923221

            


    

    
      	 	
              25.

            	
              NMC
                - 923222

            


    

    
      	 	
              26.

            	
              NMC
                - 923223

            


    

    
      	 	
              27.

            	
              NMC
                - 923224

            


    

    
      	 	
              28.

            	
              NMC
                - 923225

            


    

    
      	
            	29.	
              NMC
                - 923226

            


    


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    SCHEDULE
      “B”

     

    Attached
      to and forming part of the Agreement dated the 1st
      day
      of
      August, 2006, between International Energy Resources Inc. and Silver Reserve
      Corp.

     

    THE
      MILL

    


    
      	 	
              1.

            	
              Office
                Trailer 10 x 60

            


    

    
      	 	
              2.

            	
              Side
                Trailer 8 x 25

            


    

    
      	 	
              3.

            	
              Brother
                Fax Machine

            


    

    
      	 	
              4.

            	
              GE
                Phones

            


    

    
      	 	
              5.

            	
              Typewriter

            


    

    
      	 	
              6.

            	
              Watchman’s
                Trailer

            


    

    
      	 	
              7.

            	
              Camper
                Trailer

            


    

    
      	 	
              8.

            	
              Bedding,
                towels for workers

            


    

    
      	 	
              9.

            	
              Misc.
                Furniture, Beds, etc.

            


    

    
      	 	
              10.

            	
              Dodge
                Car (old)

            


    

    
      	 	
              11.

            	
              (6)
                Propane tanks (2-250 and 4-50)

            


    

    
      	 	
              12.

            	
              John
                Deere Loader, 644B

            


    

    
      	 	
              13.

            	
              1000
                gallon propane tank

            


    

    
      	 	
              14.

            	
              Misc.
                Lab Equipment (glass/chemicals)

            


    

    
      	 	
              15.

            	
              Shop
                Building

            


    

    
      	 	
              16.

            	
              Parts,
                pipe, misc. Couplings

            


    

    
      	 	
              17.

            	
              Welding
                tanks, carts, hoses

            


    

    
      	 	
              18.

            	
              Welder
                (mill)

            


    

    
      	 	
              19.

            	
              Compressor
                (Stationary Pacemaker)

            


    

    
      	 	
              20.

            	
              Compressor
                (Portable)

            


    

    
      	 	
              21.

            	
              Lubes,
                Oil, Grease

            


    

    
      	 	
              22.

            	
              Welding
                Rod

            


    

    
      	 	
              23.

            	
              Portable
                Shop Trailer

            


    

    
      	 	
              24.

            	
              Ford
                Service Truck

            


    

    
      	 	
              25.

            	
              Ford
                Pickup

            


    

    
      	 	
              26.

            	
              (2)
                Utility Trailers

            


    

    
      	 	
              27.

            	
              Railroad
                type water tank

            


    

    
      	 	
              28.

            	
              Kue
                Ken Crusher

            


    

    
      	 	
              29.

            	
              Cone
                Crusher

            


    

    
      	 	
              30.

            	
              (2)
                Deutz Diesel G. Rupp Skid Mount
                Pumps

            


    

    
      	 	
              31.

            	
              GI
                Truck (Chev)

            


    

    
      	 	
              32.

            	
              (3)
                Agitator tanks (outside)

            


    

    
      	 	
              33.

            	
              (2)
                Drill Press (CM/Craftsman)

            


    

    
      	 	
              34.

            	
              Radial
                Saw

            


    

    
      	 	
              35.

            	
              Tanner
                Air System

            


    

    
      	 	
              36.

            	
              Craftsman
                Bench Grinder

            


    

    
      	 	
              37.

            	
              Water
                Pump (in shop) Trailer mounted 4 x 4’,
                gas

            


    

    
      	 	
              38.

            	
              (6)
                Swamp Coolers

            


    


    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    


    
      	 	
              39.

            	
              (6)
                New Flood Lights

            


    

    
      	 	
              40.

            	
              (3)
                Assay Ovens

            


    

    
      	 	
              41.

            	
              Tilt
                Furnace

            


    

    
      	 	
              42.

            	
              Electric
                Shop Building

            


    

    
      	 	
              43.

            	
              Electric
                Parts Supply

            


    

    
      	 	
              44.

            	
              Pump
                House

            


    

    
      	 	
              45.

            	
              Pump
                Well

            


    

    
      	 	
              46.

            	
              Jaw
                with Gas Engine, Skid Mount

            


    

    
      	 	
              47.

            	
              Feed
                Hopper with Conveyor

            


    

    
      	 	
              48.

            	
              Screen
                (Tower)

            


    

    
      	 	
              49.

            	
              Conveyor
                to Tower

            


    

    
      	 	
              50.

            	
              Conveyor
                to Feed Bin (2)

            


    

    
      	 	
              51.

            	
              Ore
                Storage Bin

            


    

    
      	 	
              52.

            	
              Electrical
                (Main)

            


    

    
      	 	
              53.

            	
              Electrical
                Outside Panels, Upper and Lower

            


    

    
      	 	
              54.

            	
              Filter
                Press (Outside)

            


    

    
      	 	
              55.

            	
              Vacuum
                System for Press

            


    

    
      	 	
              56.

            	
              (2)
                Tanks (Heated)

            


    

    
      	 	
              57.

            	
              (5)
                Tanks, Mill Inside, Mixing

            


    

    
      	 	
              58.

            	
              Electrical,
                Mill, Inside

            


    

    
      	 	
              59.

            	
              Cone
                Tank, Mill, Inside

            


    

    
      	 	
              60.

            	
              Mixing
                Tank (Lg), Mill, Inside

            


    

    
      	 	
              61.

            	
              Mixing
                Tank (Lg), Mill, Inside

            


    

    
      	 	
              62.

            	
              (6)
                Flot Cells,4 x 4’, Denver

            


    

    
      	 	
              63.

            	
              Ball
                Mill, Mill, Inside, Electric, Marcy w/140 hp
                motor

            


    

    
      	 	
              64.

            	
              Mill
                Building (Stand Alone)

            


    

    
      	 	
              65.

            	
              Filter
                Press Mill Inside

            


    

    
      	 	
              66.

            	
              (2)
                Conveyors

            


    

    
      	 	
              67.

            	
              Air
                Vacuum Pumps

            


    

    
      	 	
              68.

            	
              Screw
                Conv Mill

            


    

    
      	 	
              69.

            	
              Pump
                Galhager Discharge Ball Mill

            


    

    
      	 	
              70.

            	
              Flot
                Cell 3’x3’ (Mill) (Denver)

            


    

    
      	 	
              71.

            	
              Rod
                (Mill) 14’ x 30’

            


    

    
      	 	
              72.

            	
              Heater
                (Mill)

            


    

    
      	 	
              73.

            	
              Flot
                Air Vacuum (Mill)

            


    

    
      	 	
              74.

            	
              Pump,
                Denver 6” x 6”

            


    

    
      	 	
              75.

            	
              Flot
                Cell, Denver 24”x24”

            


    

    
      	 	
              76.

            	
              Shaker
                Table (Mill) 3’x6’

            


    

    
      	 	
              77.

            	
              Cyclone
                (Krebs) (Mill)

            


    

    
      	 	
              78.

            	
              (1)
                Tank Cone (Mill)

            


    

    
      	 	
              79.

            	
              Lincoln
                Welder, Gas

            


    

    
      	 	
              80.

            	
              (1)
                Ball Mill w/Engine

            


    

    
      	 	
              81.

            	
              (1)
                Jaw Crusher

            


    

    
      	 	
              82.

            	
              Conveyor,
                Outside w/mix Tanak

            


    

    
      	 	
              83.

            	
              (2)
                Fuel Tanks, Storage, Outside,
                w/stands

            


    

    
      	 	
              84.

            	
              40’
                Storage Van

            


    

    
      	 	
              85.

            	
              Misc.
                Chemicals in Shed

            


    

    
      	 	
              86.

            	
              Assay
                Furnace (Large)

            


    

    
      	 	
              87.

            	
              Misc.
                Stair w/manways

            


    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    
      	 	
              88.

            	
              GMC
                Flat Bed Truck

            


    

    
      	 	
              89.

            	
              Tank,
                Air Storage, 800 Gal

            


    

    
      	 	
              90.

            	
              Shovel
                Ram (Hydraulic)

            


    

    
      	 	
              91.

            	
              Trommel
                5’x25’

            


    

    
      	 	
              92.

            	
              Bag
                House

            


    

    
      	 	
              93.

            	
              Misc.
                Electric Motors

            


    

    
      	 	
              94.

            	
              Screen
                Deck 40”x10’ (Grey)

            


    

    
      	 	
              95.

            	
              Gallagher
                Pump

            


    

    
      	 	
              96.

            	
              Cage
                Mill

            


    

    
      	 	
              97.

            	
              Trommel,
                Skid Mount Manchester, 2’x9’

            


    

    
      	 	
              98.

            	
              Gallagher
                3” Pump

            


    

    
      	 	
              99.

            	
              Tsamini
                Pump, Submersible

            


    

    
      	 	
              100.

            	
              Pump,
                American, 6” w/motor

            


    

    
      	 	
              101.

            	
              Pump,
                Vertical, 2” w/motor

            


    

    
      	 	
              102.

            	
              Pump,
                Misc. 2” w/motor

            


    

    
      	 	
              103.

            	
              Pump,
                High Pressure w/o Motor

            


    

    
      	 	
              104.

            	
              Pump,
                American, 4” w/motor

            


    

    
      	 	
              105.

            	
              Hydraulic
                pump w/tank and stand

            


    

    
      	 	
              106.

            	
              Jaw,
                5” x 3 w/o motor

            


    

    
      	 	
              107.

            	
              Fuel
                Tank Horizontal Type for Truck

            


    

    
      	 	
              108.

            	
              GenSet,
                GI, Gas

            


    

    
      	 	
              109.

            	
              Cone
                Tank s/Stand

            


    

    
      	 	
              110.

            	
              Misc.
                Steel Pipe

            


    

    
      	 	
              111.

            	
              Electro
                Magnet

            


    

    
      	 	
              112.

            	
              28’
                Green Living Trailer

            


    

    
      	 	
              113.

            	
              Water
                Well (Main)

            


    

    
      	 	
              114.

            	
              Water
                Well (Secondary)

            


    

    
      	 	
              115.

            	
              Water
                System, Millsite

            


    

    
      	 	
              116.

            	
              Water
                System, Millsite #2

            


    

    
      	 	
              117.

            	
              Bucking
                Room Crusher

            


    

    
      	 	
              118.

            	
              Bucking
                Room Pulverizer

            


    

    
      	 	
              119.

            	
              Parts,
                Tools

            


    

    
      	 	
              120.

            	
              Lincoln
                Portable Welder

            


    

    
      	 	
              121.

            	
              Portable
                Electric Compressor, Harrison M.
                Ward

            


    

    
      	 	
              122.

            	
              Trojan
                Loader

            


    

    
      	 	
              123.

            	
              Fork
                Lift

            


    

    
      	 	
              124.

            	
              Portable
                Scale s/Conveyors

            


    

    
      	 	
              125.

            	
              Banding
                Equipment w/Supplies

            


    

    
      	 	
              126.

            	
              Screen
                Deck 6’ x 16, Outside

            


    

    
      	 	
              127.

            	
              (3)
                Cyclones on Stands, Krebs

            


    

    
      	 	
              128.

            	
              Sala
                Vertical Pump, 6”

            


    

    
      	 	
              129.

            	
              Bucket
                for Hoe

            


    

    
      	 	
              130.

            	
              Cat
                GenSet, 1800 RPM 75 KW w/Electric
                Panel

            


    

    
      	 	
              131.

            	
              Hopper

            


    

    
      	 	
              132.

            	
              Tank,
                Half, 10’ x 5’

            


    

    
      	 	
              133.

            	
              (3)
                Tanks, 10,000 gal. ea.

            


    

    
      	 	
              134.

            	
              Tank,
                10,000 Gal

            


    

    
      	 	
              135.

            	
              GMC
                - 2 ton truck (International)

            


    


    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    AMENDMENT

     

    Re: Agreement
      dated the 1st
      day of
      August, 2006,

     

    BETWEEN:

     

    INTERNATIONAL
      ENERGY RESOURCES INC, 

     

    AND:

     

    SILVER
      RESERVE CORP., 

     

    1.    It
      is
      agreed that Schedule A shall be amended deleting the #1 Claim NMC- 671448.

     

    2.    All
      other
      terms and conditions shall remain the same and time shall remain of the
 essence.

     

    Whereas
      the parties hereto have executed this Amendment as of the 22nd
      day of
      September, 2006.

     

    


    


    INTERNATIONAL
      ENERGY RESOURCES INC.

    


    


    By: 
      s/
      J.
      Christiansen

      
        

      

    

    Its: President

    


    


    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Todd Montgomery

      
        

      

    

    Its: President

    
      
         

      

        -15-