EX 10.5


    EXHIBIT
      10.5

     

    PROPERTY
      PURCHASE AGREEMENT

     

     

     

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

     

    BETWEEN:

     

    MOJAVE
      SILVER COMPANY, 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 situated in the State of Nevada (more particularly described
      in
      Schedule "A" hereto and 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 3,540,600 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.

     

    3.02  The
      parties agree that should the Vendor stake any claims (Staked Claims) contiguous
      to any of the claim groups set out in Schedule “A” at any time prior to June
      30th,
      2007,
      100% of the rights, title and interest in the Staked Claims shall be delivered
      to the Purchaser at no additional cost.

     

    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 take possession of and prospect, explore and develop
      the
      Property in such manner as the Purchaser in its sole discretion may deem
      advisable. 


    
      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

    

     

    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;

            


    

     

    
      	 	
              (c)

            	
              the
                mineral claims comprising 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 the United States Department of the Interior
                -
                Bureau of Land Management until August 31,
                2006;

            


    

     

    
      	 	
              (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;

            


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              (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 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 development of the
                Property;

            


    

     

    
      	 	
              (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; and

            


    

     

    
      	 	
              (j)

            	
              on
                the Closing Date the Vendor will deliver to the Purchaser copies
                of all
                reports, maps 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

            


    

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    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
                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


    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    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.

     

    5.02  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-

        
          

        

      

      
         

      

    

     

    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 and without limitation shall
      include the sustaining fees due August 31, 2006.

     

    7.    INDEPENDENT
      ACTIVITIES

     

    7.01  No
      joint
      venture is created by this Agreement. Except as expressly provided herein,
      each
      party shall have the free and unrestricted right to independently engage in
      and
      receive the full benefit of any and all business endeavours of any sort
      whatsoever, whether or not competitive with the endeavours contemplated herein
      without consulting the other or inviting or allowing the other to participate
      therein. No party shall be under any fiduciary or other duty to the other which
      will prevent it from engaging in or enjoying the benefits of competing
      endeavours within the general scope of the endeavours contemplated herein.
      The
      legal doctrines of "corporate opportunity" sometimes applied to persons engaged
      in a joint venture or having fiduciary status shall not apply in the case of
      any
      party. In particular, without limiting the foregoing, no party shall have an
      obligation to any other party as to:

     

    
      	 	
              (a)

            	
              any
                opportunity to acquire, explore and develop any mining property,
                interest
                or right presently owned by it or offered to it outside of the Property
                at
                any time; and

            


    

     

    
      	 	
              (b)

            	
              the
                erection of any mining plant, mill, smelter or refinery, whether
                or not
                such mining plant, mill, smelter or refinery treats ores or concentrates
                from the Property.

            


    


    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    8.    CONFIDENTIALITY
      OF
      INFORMATION

     

    8.01  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.

     

    9.    ARBITRATION

     

    9.01  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.


    
      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

    

     

    10.    NOTICES

     

    10.01  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:

     

    Mojave
      Silver Company, Inc. 

    1285
      Baring Blvd., Suite 407

    Sparks,
      Nevada

    89434

     

    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.

     

    11.    GENERAL
      TERMS AND CONDITIONS

     

    11.01  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.

     

    11.02  This
      Agreement shall represent the entire understanding between the parties with
      respect to the Property. No representa-tions or inducements have been
      made


    
      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

    

     

    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.

     

    11.03  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.

     

    11.04  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.

     

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

     

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

     

    11.07 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.

     

    11.08  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.

    


    


    MOJAVE
      SILVER COMPANY, INC.

    


    


    By: 
      s/
      John Nanton

      
        

      

    

    Its: President

    



    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Todd Montgomery

      
        

      

    

    Its: President

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    SCHEDULE
      "A"

     

    TO
      THAT
      CERTAIN AGREEMENT MADE AS OF THE

    1ST
      DAY OF
      AUGUST, 2006 BETWEEN MOJAVE

    SILVER
      COMPANY, INC., OF THE FIRST PART AND

    SILVER
      RESERVE CORP., OF THE SECOND PART

    
      

    

     

    THE
      “PROPERTY”

     

    


    KLONDYKE
      GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              KD
                1-63

              (Klondyke
                1-63)

            	
              867448
                -867510

            	
              Feb
                23 & 24/04

            


    

    


    


    DYER
      GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              DR
                1-15

              DR
                39-42

            	
              871090-821104

              871128-871131

            	
              Apr.
                8/04

            


    

    


    


    MONTEZUMA
      GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              MR
                1-19

              Montezuma
                1-19

            	
              871176-871194

            	
              Apr.10/04

            


    

    


    


    NIVLOC
      GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              NL
                1-15

              (Nivloc
                1-15)

            	
              867511-867525

            	
              Feb.
                22/23/04

            


    

    



    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    SYLVANIA
      GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              SYLVANIA
                1-30

              SY
                1-30

            	
              871132-871161

            	
              Apr.
                6/04

            


    

    


    SANTA
      FE GROUP

    
      	
              NAME

            	
              BLM
                No.

            	
              LOCATION
                DATE

            
	
              SF
                1-27

              (Santa
                Fe 1-27)

            	
              868203-868229

            	
              April
                2/04

            


    

    


    


    SILVER
      QUEEN GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              SQ
                1-87

              (Silver
                Queen 1 & 6-87)

            	
              870453-870535

            	
              March
                20-21/04

              April
                5/04

            


    

    


    


    BLUE
      DICK GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              BD
                1-26

              Blue
                Dick 1-26

            	
              868274-868299

            	
              Mar
                15/04

            


    

    


    WEEPAH
      HILLS GROUP A

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              WH
                11 - 34

              (Weepah
                1-34)

            	
              868310-868333

            	
              -

            


    

    


    WEEPAH
      HILLS GROUP B

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              WH
                1-10

            	
              868300-868309

            	
              -

            


    

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

    
KOPE
      SCHEELITE GROUP

    
      	
              NAME

            	
              NMC
                No.

            	
              LOCATION
                DATE

            
	
              CP
                13-44

            	
              871213-871244

            	
              Mar
                30-31/04

            


    

    


    


    Quailey
      - Patented Claims

    


    
      	
              Name:

            	 	
              Owner

            	 	
              APN
                Nos.

            
	 	 	 	 	 
	
              Nevada

            	 	
              Edith
                Peterson Estate

            	 	
              009-200-11

            
	 	 	
              c/o
                Ladd Enterprises

            	 	 
	
              Roosevelt

            	 	
              “

            	 	
              009-200-12

            
	
              Great
                Eastern

            	 	
              “

            	 	
              009-200-12

            
	
              Bonanza

            	 	
              “

            	 	
              009-200-10

            
	
              Calumet

            	 	
              “

            	 	
              009-200-12

            
	
              Central

            	 	
              “

            	 	
              009-200-10

            
	
              Butte

            	 	
              “

            	 	
              009-200-10

            
	
              Red
                Bank

            	 	
              “

            	 	
              009-200-10

            
	
              San
                Juan NE 750

            	 	
              Ladd
                Enterprises

            	 	
              009-200-05

            


    

    


    


    Quailey
      -Unpatented Claims

    


    
      	
              Name:

            	 	
              Mineral
                County File No.

            	 	
              BLM
                NMC

            
	 	 	 	 	 
	
              Q1

            	 	
              136857

            	 	
              916094

            
	
              Q2

            	 	
              136858

            	 	
              916095

            
	
              Q3

            	 	
              136859

            	 	
              916096

            
	
              Q4

            	 	
              136860

            	 	
              916097

            
	
              Q5

            	 	
              136861

            	 	
              916098

            
	
              Q6

            	 	
              136862

            	 	
              916099

            
	
              Q7

            	 	
              136863

            	 	
              916100

            
	
              Q8

            	 	
              136864

            	 	
              916101

            
	
              Q9

            	 	
              136865

            	 	
              916102

            
	
              Q10

            	 	
              136866

            	 	
              916103

            
	
              Q11

            	 	
              136867

            	 	
              916104

            
	
              Q12

            	 	
              136868

            	 	
              916105

            
	
              Q13

            	 	
              136869

            	 	
              916106

            
	
              Q14

            	 	
              136870

            	 	
              916107

            
	
              Q15

            	 	
              136871

            	 	
              916108

            


    


    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

     

    AMENDMENT

     

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

     

    BETWEEN:

     

    MOJAVE
      SILVER COMPANY, INC., 

     

    AND:

     

    SILVER
      RESERVE CORP., 

     

    1.    Paragraph
      3.01 shall be amended by adding to the end of the paragraph:

     

    “
A
      full
      title search shall be provided for the Quailey Patented Claims as  described
      in Schedule “A”.”

     

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

     

    Dated
      this 28th
      day of
      August, 2006.

     

    


    MOJAVE
      SILVER COMPANY, INC.

    


    


    By: 
      s/
      John Nanton

      
        

      

    

    Its:
      President

    


    


    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Stafford Kelley

    
      

    

    Its:
      Secretary

    
      
         

      

        -14-