EXHIBIT
      10.8

    


    THE
      SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) 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 OPINION OF COUNSEL REASONABLY SATISFACTORY
      TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE
      STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
      ACT. ANY PURPORTED TRANSFER OR OTHER DISPOSITION OF THE SECURITY REPRESENTED
      BY
      THIS INSTRUMENT 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.

    


    IF
      THE
      HOLDER OF THIS SECURITY IS A NON-UNITED STATES RESIDENT, APPLICABLE EXEMPTIONS
      FROM SUCH REGISTRATION REQUIREMENTS MAY INCLUDE SALE THROUGH A DESIGNATED
      OFFSHORE SECURITIES MARKET. UNLESS THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE HAS BEEN REGISTERED UNDER THE SECURITIES ACT, THE SALE, TRANSFER,
      PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IN THE UNITED STATES IS PROHIBITED
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S (RULE 901 THROUGH
      905
      AND THE PRELIMINARY NOTES) PROMULGATED UNDER THE SECURITIES ACT.

    


    SILVER
      RESERVE CORP.

    


    CONVERTIBLE
      DEBENTURE

    


    $________________

    Silver
      Reserve Corp.

    C/o
      Medallion Capital Corp.

    146
      Trelawn Avenue

    Oakville,
      ON L6J 2R4

    


    May
      __,
      2006

    


    FOR
      VALUE RECEIVED,
      SILVER
      RESERVE CORP,
      a
      Delaware corporation (the "Payor" or the "Company"), promises to pay to the
      order of the undersigned party identified on the Signature Page hereof (the
      "Payee”) the principal sum of ________________________________________________________________________
      ($_______________)
      and
      interest on the outstanding principal balance as set forth herein.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    1.    Conversion
      Right and restrictions on Transfer.

    


    This
      Convertible Debenture may be converted into “Units” at $0.50 per Unit with each
      such “Unit” comprised of: (i) one share of common stock of the Company, par
      value $0.0001 per share (the “Shares”) and (ii) one warrant to purchase a Share
      (a “Purchase Warrant”) at a price of $0.75 per Share for a term of twelve (12)
      months following the date of issuance of such Purchase Warrant (which date
      shall
      be deemed to be the date of conversion of this Convertible Debenture).


    


    No
      Sale or Transfer.
      Neither
      this Convertible Debenture nor the Underlying Securities have been registered
      under either the United States Securities Act of 1933, as amended (the
“Securities Act”), or the applicable law of any state or other jurisdiction. The
      sale or resale of this Convertible Debenture or the Underlying Securities will
      not be permitted unless this Convertible Debenture or the Underlying Securities,
      as the case may be, are first so registered or the sale or transfer is affected
      in a transaction that is exempt from such registration under applicable federal
      and state law. Payee shall not sell or transfer this Convertible Debenture
      or
      the Underlying Securities, as the case may be, except pursuant to such
      registration or exemption from such registration. 

    


    2.    Interest
      Rate; Payment.

    


    (a)    The
      outstanding principal balance of this Convertible Debenture shall bear simple
      interest at an annual rate equal to two percent (2.0%), with interest accruing,
      from and including the date hereof, on a annual basis. Interest shall be
      computed on the basis of a 365 day year and the actual number of days elapsed
      and, subject to the provisions of Section 3 below, shall accrue but not be
      payable prior to conversion of this Convertible Debenture or the Maturity Date.
      Upon conversion, hereunder may be paid through the issuance of Shares at $0.49
      per Share, as provided herein.

    


    (b)    The
      outstanding principal balance and all accrued and unpaid interest shall be
      paid
      in full no later than December 31, 2007 (the "Maturity Date"), unless repaid
      earlier pursuant to the provisions of Section 3 (the date of any payment
      pursuant to Section 3 and the Maturity Date are collectively referred to as
      a
      "Repayment Date"). On a Repayment Date, the Payor shall pay the applicable
      amount of principal and interest in lawful money of the United States of America
      by wire or bank transfer of immediately available funds to an account designated
      by the Payee in writing from time to time or by the issuance of Shares as
      provided herein.

    


    3.    Prepayment.
      Upon
      the occurrence of an Event of Default (as defined in Section 6), the outstanding
      principal balance of and all accrued interest on this Convertible Debenture
      shall be accelerated and shall automatically become immediately due and payable,
      without presentment, demand, protest or notice of any kind, all of which are
      expressly waived by the Payor, notwithstanding anything contained herein to
      the
      contrary.


    
      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

     

    4.    Conversion.

    


    (a)    At
      the
      option of the Payee, and prior to the Maturity Date, the entire principal amount
      of this Convertible Debenture outstanding may be converted into Units based
      upon
each
      Unit
      having a value of $0.50.
      No
      partial conversion shall be available. All accrued but unpaid interest hereunder
      shall be payable at the Company’s option in cash or Shares at $0.49 per share.
      The option to convert pursuant to this Section 4 shall be exercised by giving
      written notice to the Company. If the option to convert remains unexercised
      after the Maturity Date, the Payee’s right to convert shall expire, and the
      outstanding principal balance of this Convertible Debenture, and all accrued
      and
      unpaid interest thereon, shall become due and payable.

    


    (b)    Promptly
      after the Payee opts to convert the Company shall deliver or cause to be
      delivered to the holder of this Convertible Debenture a certificate or
      certificates representing the Shares into which this Convertible Debenture
      has
      been be converted and a Purchase Warrant and the person or persons entitled
      to
      receive such Shares and Purchase Warrant upon conversion of this Convertible
      Debenture shall be treated for all purposes as having become the record holders
      of such Shares at such time. Prior to conversion, this Convertible Debenture
      shall not entitle its holder to any of the rights of a shareholder or equity
      holder of the Company.

    


    (c)    Once
      registered the Shares issued on conversion of the Debenture will be subject
      to a
      Lock Up Agreement providing that up to 25% of the Shares may be re-sold when
      the
      registration statement becomes effective, 25% may be re-sold six months from
      the
      date of effectiveness, 25% may be re-sold twelve months from the date of
      effectiveness and 25% may be re-sold eighteen months from the date of
      effectiveness. Each subscriber will be issued four certificates for the Shares
      received on conversion and three of those certificates will be legended to
      reflect the forgoing restrictions on re-sale. With respect to Shares issued
      upon
      exercise of the Warrants (assuming a current prospectus covering the issuance
      of
      the underlying Shares is in place when the Warrant is exercised), 50% of the
      Shares received on exercise of the Warrants will be free trading with the
      remaining 50% will become free trading six months following the exercise of
      the
      Warrants. The shares issued upon exercise of the Warrants will be legended
      accordingly 

     

    5.    Registration
      of Underlying Shares.
      The
      Company undertakes to file a registration statement on Form SB-2 (or such other
      form as may be appropriate) with the Securities and Exchange Commission (the
      “SEC”) in order to register the sale of its Shares, and Shares underlying the
      Purchase Warrants pursuant to conversion of this Convertible Debenture and
      exercise of Purchase Warrants, under the Securities Act. The date on which
      the
      SEC makes such registration statement effective is referred to herein as the
      “Effective Date.” The Company makes no representation that the registration of
      its securities can be effected. The Company will endeavor to maintain a current
      prospectus covering the issuance of the Shares, and the Shares underlying the
      Purchase Warrants until the Maturity Date of the Warrants. The Company will
      send
      the Payee prompt notice

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      



    of
      the
      Effective Date. The Company will not register this Covertibel
      Debenture,

    


    6.    Events
      of Default.
      An
      "Event of Default" shall occur if:

    


    (a)    the
      Payor
      shall default in the payment of the principal of or interest payable on this
      Convertible Debenture, when and as the same shall become due and payable,
      whether at maturity or by acceleration or otherwise and such default with
      respect to the payment of interest shall continue unremedied for twenty (20)
      days;

    


    (b)    an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed in a court of competent jurisdiction seeking (i) relief in respect of
      Payor or of a substantial part of Payor's respective property or assets, under
      Title 11 of the United States Code, as now constituted or hereafter amended,
      or
      any other Federal or state bankruptcy, insolvency, receivership or similar
      law
      (any such law, a "Bankruptcy Law"), (ii) the appointment of a receiver, trustee,
      custodian, sequestrator, conservator or similar official for a substantial
      part
      of the property or assets of any Payor, (iii) the winding up or liquidation
      of
      any Payor; and such proceeding or petition shall continue undismissed for 60
      days, or an order or decree approving or ordering any of the foregoing shall
      be
      entered;

    


    (c)    the
      Payor
      shall (i) voluntarily commence any proceeding or file any petition seeking
      relief under a Bankruptcy Law, (ii) consent to the institution of or the entry
      of an order for relief against it, or fail to contest in a timely and
      appropriate manner, any proceeding or the filing of any petition described
      in
      clause (d) above, (iii) apply for or consent to the appointment of a receiver,
      trustee, custodian, sequestrator, conservator or similar official for a
      substantial part of the property or assets of the Payor, (iv) file an answer
      admitting the material allegations of a petition filed against it in any such
      proceeding or (v) make a general assignment for the benefit of
      creditors.

    


    7.    Suits
      for Enforcement.
      This
      Convertible Debenture shall be governed by and construed in accordance with
      the
      laws of the state of Delaware, without regard to the conflicts of law principles
      thereof. Any legal action or proceeding arising from this Convertible Debenture
      shall be brought in a state court in the State of Delaware.

    


    8.    Notices.
      All
      notices, demands and other communications provided for or permitted hereunder
      shall be made in writing and shall be hand delivered or mailed by first-class
      mail, postage prepaid, or sent by a recognized courier service, addressed to
      the
      Company or the Payee, as the case may be, to the address given in the signature
      block of this Convertible Debenture or, in any case, at such other address
      or
      addresses as shall have been furnished in writing by one party to the other.
      The
      address given by the Payee to the Company in the Subscription Agreement covering
      the placement of this Convertible Debenture shall be the address for notice
      unless the Company is advised otherwise by the Payee in writing.

    


    9.    Successors
      and Assigns.
      This
      Convertible Debenture shall inure to the benefit of

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      



    and
      be
      binding upon the successors and permitted assigns of the Payee. Neither the
      Payor nor the Payee may assign any of its rights under this Convertible
      Debenture without the prior written consent of the other party
      hereto.

    


    10.    Amendment
      and Waiver.

    


    (a)    No
      failure or delay on the part of the Payor in exercising any right, power or
      remedy hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of any such right, power or remedy preclude any other or
      further exercise thereof or the exercise of any other right, power or remedy.
      The remedies provided for herein are cumulative and are not exclusive of any
      remedies that may be available to the Payor or Payee at law, in equity or
      otherwise.

    


    (b)    Any
      amendment, supplement or modification of or to any provision of this Convertible
      Debenture, any waiver of any provision of this Convertible Debenture and any
      consent to any departure by the Payor from the terms of any provision of this
      Convertible Debenture, shall be effective (i) only if it is made or given in
      writing and signed by the Payor and the Payee and (ii) only in the specific
      instance and for the specific purpose for which made or given.

    


    11.    Headings.
      The
      headings in this Convertible Debenture are for convenience of reference only
      and
      shall not limit or otherwise affect the meaning hereof.

    


    12.    Severability.
      If any
      one or more of the provisions contained herein, or the application thereof
      in
      any circumstance, is held invalid, illegal or unenforceable in any respect
      for
      any reason, the validity, legality and enforceability of any other provisions
      hereof shall not be in any way impaired, unless the provisions held invalid,
      illegal or unenforceable shall substantially impair the benefits of the
      remaining provisions hereof.

    


    13.    Entire
      Agreement.
      This
      Convertible Debenture, together with the Subscription Agreement between the
      Company and Payee covering the purchase of this Convertible Debenture, is
      intended by the parties as a final expression of their agreement and
      understanding of the parties hereto in respect of the subject matter hereof,
      including without limitation the timing of the re-sale of the Underlying
      Securities. There are no restrictions, promises, warranties or undertakings
      of
      the Company, other than those set forth or referred to herein or in such
      subscription agreement.


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    


    
      	
              PAYOR:

               

              SILVER
                RESERVE CORP.

              C/o
                Medallion Capital Corp.

              146
                Trelawn Avenue

              Oakville,
                ON L6J 2R4

               

               

              By:
                __________________________________

               

              Stafford
                Kelley, Secretary

            	 
	 	 


    

    


    
      
        
        

      

      -6-