EXHIBIT
      10.9

    


    NEITHER
      THIS WARRANT, THE DEBENTURE UNDERLYING THIS WARRANT NOR THE UNDERLYING SHARES
      AND WARRANTS INTO WHICH THE DEBENTURE MAY BE CONVERTED, HAVE
      NOT BEEN
      REGISTERED UNDER THE UNITED
      STATES SECURITIES
      ACT OF 1933,
      AS
      AMENDED (THE “SECURITIES ACT”)
      OR
      UNDER
      ANY
      APPLICABLE STATE SECURITIES LAWS
      (THE
“STATE LAWS”). THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT
      PURPOSES
      AND MAY
      NOT BE SOLD, TRANSFERRED,
      PLEDGED
      OR
      OTHERWISE DISPOSED OF EXCEPT
      IN
      COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      APPLICABLE STATE LAWS, OR PURSUANT TO APPLICABLE EXEMPTIONS FROM SUCH
      REGISTRATION REQUIREMENTS WHICH MAY INCLUDE SALE THROUGH A DESIGNATED OFFSHORE
      SECURITIES MARKET. FURTHER, UNLESS THIS WARRANT OR THE UNDERLYING SECURITIES
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, THE SALE, TRANSFER, PLEDGE OR
      OTHER DISPOSITION IN THE UNITED STATES OF THIS WARRANT OR THE UNDERLYING
      SECURITIES, IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION
      S (RULE 901 THROUGH 905 AND THE PRELIMINARY NOTES) PROMULGATED UNDER THE
      SECURITIES ACT.

    


    No.
      «Warrant»

    


    
      	
              Warrant
                to subscribe for

            	 
	
              Convertible
                Debenture

            	
              «Date_Accepted»

            


    

    


    SILVER
      RESERVE CORP.

    WARRANT
      TO PURCHASE CONVERTIBLE DEBENTURE

    


    VOID
      AFTER June 30, 2007 (the “Expiration Date”)

    ________________

    


    THIS
      CERTIFIES that, for value received, ___________________________________________
      (the
      “Holder”), is entitled, subject to the terms hereof, to subscribe for and
      purchase from Silver Reserve Corp., a Delaware corporation (hereinafter called
      the “Company”), at any time and from time to time on or before the Expiration
      Date, a Convertible Debenture issued by the Company for consideration of
$___________(
      the “Warrant Price”) payable in U.S. funds at the time of
      exercise
      .
The
      Convertible Debenture shall bear interest at the rate of 2% per annum, payable
      on conversion of the Convertible Debenture or maturity. The Convertible
      Debenture shall mature on December 31, 2007. The Convertible Debenture may
      be
      converted into “Units” consisting of one common share of the Corporation (a
“Share” or the “Shares”) and one common share purchase warrant (a “Purchase
      Warrant”) at the rate of one Unit for each $0.50 of principal outstanding under
      the Convertible Debenture at the time of conversion. Each Share shall be valued
      at $0.49 and each Purchase Warrant at $0.01. Each Purchase Warrant shall entitle
      the holder to purchase one Share at $0.75 per Share for a term of 12 months
      following issuance of the Purchase Warrant. The Convertible Debenture shall
      be
      convertible at any time following the registration (as described below) of
      the
      Shares and the Purchase Warrants underlying the Units under the Securities
      Act
      of 1933, as amended (the “Securities Act”) and before maturity of the
      Convertible Debenture. 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Section
      1.
      Exercise
      of Warrant.
      (a) This
      Warrant may be exercised by the Holder hereof, in whole only by the completion
      of the subscription form attached hereto and by the surrender of this Warrant
      (properly endorsed) at the office of the Company at 1226 White Oaks Blvd.,
      Suite
      10A, Oakville ON L6H 2B9 (or at such other agency or office of the Company
      in
      the United States or Canada as it may designate by notice in writing to the
      Holder hereof at the address of the Holder hereof appearing on the books of
      the
      Company), and by payment to the Company of the full amount of the Warrant Price,
      by certified check or official bank check.

    


    In
      the
      event of an exercise of the rights represented by this Warrant, a Convertible
      Debenture so purchased, registered in the name of the Holder hereof, shall
      be
      delivered to the Holder hereof within a reasonable time, not exceeding ten
      business days, after the rights represented by this Warrant shall have been
      so
      exercised. With respect to any such exercise, the Holder hereof shall for all
      purposes be deemed to have become the Holder of record of the Convertible
      Debenture from the date on which this Warrant was surrendered and payment of
      the
      Warrant Price was made irrespective of the date of delivery of such Convertible
      Debenture, except that, if the date of such surrender and payment is a date
      on
      which the stock transfer books of the Company are closed, such person shall
      be
      deemed to have become the Holder of such Convertible Debenture at the close
      of
      business on the next succeeding date on which the stock transfer books are
      open.
      No fractional shares shall be issued upon exercise of this Warrant.

    


    Section
      2. Registration
      The
      Corporation undertakes to register the issuance and sale of the Shares to be
      issued upon conversion of the Convertible
      Debenture,
      the
      Purchase Warrants and the Shares underlying the Purchase Warrants under the
      Securities Act. The Convertible Debenture, by its terms, will not be convertible
      into Units prior to the time that the registration statement covering the issue
      and sale of such securities is made effective by the Securities and Exchange
      Commission (the “SEC”). The Corporation undertakes to maintain a current
      prospectus covering such securities until the maturity date of the Convertible
      Debentures. There is no guaranty that the registration statement covering the
      issue and sale of such securities will be made effective by the SEC or that
      a
      current prospectus can be maintained by the Corporation until the maturity
      date
      of the Convertible Debenture.

    


    Section 3.
      Lock
      Up Agreement Once
      registered the Shares issued on conversion of the Convertible 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 Purchase Warrants (assuming a current prospectus covering
      the issuance of the underlying Shares is in place when the Purchase Warrant
      is
      exercised), 50% of the Shares received on exercise of the Purchase Warrants
      will
      be free trading with the remaining 50% will become free trading six months
      following the exercise of the Purchase Warrants. The shares issued upon exercise
      of the Purchase Warrants will be legended accordingly 

    


    Section
      4. Lost,
      Stolen, Mutilated, or Destroyed Warrant.
      If this
      Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
      as to indemnify the Company or otherwise as it may in its discretion reasonably
      impose (which shall, in the case of a mutilated Warrant, include the surrender
      thereof), issue a new Warrant of like denomination and tenor as the Warrant
      so
      lost, stolen, mutilated or destroyed. Any such new Warrant shall constitute
      an
      original contractual obligation of the Company, whether or not the allegedly
      lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable
      by anyone.

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      



    Section
      5. Notices.
      All
      notices, requests and other communications required or permitted to be given
      or
      delivered hereunder shall be in writing, and shall be delivered, or shall be
      sent by certified or registered mail, postage prepaid and addressed, if to
      the
      Holder to such Holder at the address shown on the records of the Company or
      at
      such other address as shall have been furnished to the Company by notice from
      such Holder. All notices, requests and other communications required or
      permitted to be given or delivered hereunder shall be in writing, and shall
      be
      delivered, or shall be sent by certified or registered mail, postage prepaid
      and
      addressed to the Company at the offices of the Company at 1226 White Oaks Blvd.,
      Suite 10A, Oakville, Ontario L6H 2B9, or at such other address as shall have
      been furnished to the Holder by notice from the Company.

    


    Section
      6. Binding
      Effect.
      This
      Warrant and all of its provisions shall enure to the benefit of the Holder
      and
      its successors and shall be binding upon the Company and its successors and
      permitted assigns. 

    


    Section
      7. Governing
      Law.
      This
      Warrant shall be governed by the laws of the State of Delaware.

    


    Section
      8. Corporate
      Obligations Rather Than Individual.
      Except
      as hereinafter provided, all or any of the rights conferred upon the Holder
      by
      the terms of this Warrant Certificate may be enforced by the Holder by
      appropriate legal proceedings. No recourse under or upon any obligation,
      covenant or agreement contained herein shall be had against any shareholder,
      officer or director of the Company either directly or through the Company,
      it
      being expressly agreed and declared that the obligations under this Warrant
      are
      solely corporate obligations of the Company and that no personal liability
      whatever shall attach to or be incurred by the shareholders, officers or
      directors of the Company or any of them in respect thereof, any and all rights
      and claims against every such shareholder, officer or director being hereby
      expressly waived as a condition of and as a consideration for the issue of
      this
      Warrant.

    


    IN
      WITNESS WHEREOF, SILVER RESERVE CORP. has executed this Warrant on and as of
      the
      day and year first above written.

    


    SILVER
      RESERVE CORP.

     

    By:
      
      
        

      

    

    Stafford
      Kelley, Secretary

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    ELECTION
      TO PURCHASE

    


    


    The
      undersigned Holder of a Warrant to Purchase a Convertible Debenture issued
      by
      Silver Reserve Corp. (a Delaware company) hereby irrevocably elects to exercise
      such Warrant to purchase a $_____________
      Convertible
      Debenture, and requests that such Convertible Debenture be issued in his/her/its
      name and delivered to him/her/it at the following address:

     

    
      
        

      

       

      
        

      

       

       

    

    Date:_________________

     

     

     

    
      

    

    Signature(s)
      (*)

     

     

    
      

    

    Print
      Name(s)

     

    Upon
      execution of this Exercise Form and delivery of the Warrant to the Company,
      the
      undersigned also presents a certified cheque or bank draft payable to the
      Company for an amount totalling U.S.$___________________

    


    *
      Signature(s) must conform exactly to the names(s) of the Holder as set forth on
      the first page of this Warrant.

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      



    ASSIGNMENT

    


    


    FOR
      VALUE RECEIVED, the
      undersigned hereby sells, assigns and transfers the within Warrant to purchase
      a
      $ ______________ Convertible
      Debenture to _________________________________, whose
      __________________________________________________________________________________address
      is
      ______________________________________________________________________________________________________ and
      hereby irrevocably constitute and appoint
      _____________________________________________ his/her/its
      Attorney to transfer said Warrant on the book of the Company, with full power
      of
      substitution.

     

    The
      undersigned hereby certifies that the transfer of these securities is not being
      made to, and the offer of these securities was not made to, and the person
      named
      below is not, a person in the United States or a U.S. Person (as such terms
      are
      defined in Regulation S under the United States Securities Act of
      1933).

     

     

    Date:
      ____________________

     

     

    
      

    

    Signature(s)
      (*)

     

     

    
      

    

    
      Print
        Name(s)

       

    

    


    *
      Signature(s) must conform exactly to the names(s) of the Holder as set forth
      on
      the first page of this Warrant.

    
      
        
        

      

      -5-