EX 10.7


    EXHIBIT
      10.7

     

    PROPERTY
      PURCHASE AGREEMENT

     

    


     

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

     

    BETWEEN:

     

    NEVADA
      REFINERY 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 a refinery
      facility and equipment described in Schedule “A” hereto, 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 88,500 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 31st,
      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;

            


    

     

    
      	 	
              (b)

            	
              immediately
                prior to the closing of this Agreement 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;

            


    


    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    
      	 	
              (c)

            	
              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;

            


    

     

    
      	 	
              (d)

            	
              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;

            


    

     

    
      	 	
              (e)

            	
              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 closing;

            


    

     

    
      	 	
              (f)

            	
              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;

            


    

     

    
      	 	
              (g)

            	
              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 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; 

            


    

     

    
      	 	
              (h)

            	
              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; 

            


    

     

    
      	 	
              (i)

            	
              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.

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              (j)

            	
              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.

            


    

     

    
      	 	
              (k)

            	
              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.

            


    

     

    
      	 	
              (l)

            	
              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.

            


    

     

    
      	 	
              (m)

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

            


    

     

    
      	 	
              (n)

            	
              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)

            


    


    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    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.

     

    
      	 	
              (o)

            	
              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.

            


    

     

    
      	 	
              (p)

            	
              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 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-

        
          

        

      

      
         

      

    

     

    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) and (e) 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.

     

    6.03  The
      Purchaser accepts, as of the date of this Agreement, responsibility for all
      ongoing cost of the maintenance of the Property.

     

    7.    CONFIDENTIALITY
      OF
      INFORMATION


    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    
      	
              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.

            


    

     

    7.02    The
      Purchaser accepts, as of the date of this Agreement, responsibility for all
      ongoing cost of the maintenance of the Property.

     

    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 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.


    
      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

    

     

    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:

     

    Nevada
      Refinery Inc.

    Suite
      106, 1135 Terminal Way

    Reno,
      Nevada

    89502

     

    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.

     

    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.


    
      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

    

     

    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.

     

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

    


    NEVADA
      REFINERY INC.

    


    


    By: 
      s/
      Todd Montgomery

      
        

      

    

    Todd
      Montgomery

    Its:
      President

    


    


    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Stafford Kelley

      
        

      

    

    Stafford
      Kelley

    Its: Secretary

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    SCHEDULE
      "A"

     

    TO
      THAT
      CERTAIN AGREEMENT MADE AS OF THE 

    1ST
      DAY OF
      AUGUST, 2006 BETWEEN NEVADA

    REFINERY
      INC., OF THE FIRST PART AND SILVER

    RESERVE
      CORP., OF THE SECOND PART

    
      
        

      

    

     

    THE
      “PROPERTY”

     

    Silver
      Refinery

    


    
      	 	
              1.

            	
              Crucibles

            


    

    
      	 	
              2.

            	
              Dust
                Collector

            


    

    
      	 	
              3.

            	
              Model
                200 Furnace

            


    

    
      	 	
              4.

            	
              Small
                Pot Furnace

            


    

    
      	 	
              5.

            	
              3
                Lab Hot Plates Ring Stand

            


    

    
      	 	
              6.

            	
              Immersion
                Heater

            


    

    
      	 	
              7.

            	
              Burette
                Stand and Burettes

            


    

    
      	 	
              8.

            	
              Mold
                Carbon 100oz

            


    

    
      	 	
              9.

            	
              Mold
                Bullion 25oz Steel

            


    

    
      	 	
              10.

            	
              Mold
                Bullion 500oz Steel

            


    

    
      	 	
              11.

            	
              Mold
                Anode Refining Cells

            


    

    
      	 	
              12.

            	
              Oven
                Drying

            


    

    
      	 	
              13.

            	
              Therm
                Electrorefining Cells

            


    

    
      	 	
              14.

            	
              Safe
                4 drawer

            


    

    
      	 	
              15.

            	
              Scale
                Platform Analog

            


    

    
      	 	
              16.

            	
              Sieves
                Brass & Shaker

            


    

    
      	 	
              17.

            	
              Stamps
                Hand

            


    

    
      	 	
              18.

            	
              Rotating
                Pouring Table

            


    

    
      	 	
              19.

            	
              Shop
                Tank Cooling Pump

            


    

    
      	 	
              20.

            	
              Model
                400 Furnace

            


    

     

    
      
         

      

        -10-