EX 10.1


    EXHIBIT
      10.1

    


    CONSULTING
      SERVICES AGREEMENT  

    


    THIS
      AGREEMENT
      is made
      as of the 1ST
      day of
      May, 2006

    


    BETWEEN:

    


    Silver
      Reserve Corp. a
      corporation incorporated under the laws of the State of Delaware

    


    (herein
      called the “Corporation”)    Party
      of
      the First Part

    


    -
      and
      -

    


    Medallion
      Capital Corp.,
      a
      corporation incorporated under the laws of the Province of Ontario,
      Canada.

    


    (herein
      called “Consultant”)     Party
      of
      the Second Part

    


    RECITALS:

    


    
      	
              A.

            	
              The
                Corporation wishes to engage the Consultant to assist the Corporation
                to
                provide administrative services 

            


    

    


    
      	
              B.

            	
              The
                Consultant wishes to accept this engagement by the
                Corporation.

            


    

    


    NOW
      THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED
      IN
      THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES AGREE
      AS
      FOLLOWS:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    In
      this
      Agreement,

    


    “Agreement”
      means
      this agreement as it may be amended from time to time;

    


    “Compensation”
      means
      amounts set out in Section 4 hereof;

    


    “Confidential
      Information”
      means
      all confidential or proprietary information, intellectual property (including
      trade secrets) and confidential facts relating to the business and affairs
      of
      the Corporation;

    


    “Corporation”
      includes
      affiliates, subsidiaries and associates of the Corporation unless the context
      otherwise requires;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Expenses”
      means
      amounts set out in Section 5 hereof; and

     

    “Term”
      means
      the period commencing May 1, 2006 and terminating in accordance with Section
      12
      hereof.

     

    
      	2.	
              REPRESENTATION
                AND WARRANTIES

            


    

    


    Each
      of
      the Corporation and the Consultant hereby covenants, represents and warrants
      as
      follows:

    


    
      	
            	(a)	
              They
                have all of the necessary corporate power, authority and capacity
                to enter
                into this agreement and the agreements and the other instruments
                contemplated herein and to perform their respective obligations hereunder
                and thereunder. The execution and delivery of this Agreement and
                the
                agreements and other instruments contemplated herein and the consummation
                of the transactions contemplated hereunder and thereunder have or
                will be
                duly authorized by all necessary corporate action required by each
                party;

            


    

    
      	
            	(b)	
              This
                Agreement and the agreements and other instruments contemplated herein
                when executed will constitute valid and binding obligations of each
                of the
                parties enforceable against each of them as is applicable in accordance
                with the terms hereof and thereof subject, however, to limitations
                with
                respect to enforcement imposed in connection with laws affecting
                the
                rights of creditors generally including, without limitation, applicable
                bankruptcy, insolvency, moratorium, reorganization or similar laws
                and to
                the extent that equitable remedies such as specific performance and
                conjunction are in the discretion of the court from which they are
                sought;

            


    

    
      	
            	(c)	
              Each
                of the parties are duly incorporated and organized, validly existing,
                in
                good standing and are up to date in all of the filings and registration
                required under the laws of the jurisdiction in which they are
                incorporated; and

            


    

    
      	
            	(d)	
              The
                entering into and performance of this Agreement and the agreements
                and
                other instruments contemplated herein will not violate, contravene,
                breach
                or offend against or result in any default under any security agreement,
                indenture, mortgage, lease, order, undertaking, licence, permit,
                agreement, instrument, charter or by-law provision, resolution of
                shareholders or directors, statute, regulation, judgement, decree
                or law
                to which the parties hereto are a party or by which they may be bound
                or
                affected. No licenses, agreements or other instruments or documents
                of the
                Corporation or any of its Subsidiary will terminate or require assignment
                as a result of the entering into of this Agreement or the consummation
                of
                the transactions contemplated
                hereby.

            


    

    


    
      	3.	
              ENGAGEMENT
                OF THE CONSULTANT

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Corporation hereby engages the Consultant for the Term to perform the following
      services:

    


    
      	
            	(a)	
              Provide
                office space, office equipment phones
                furniture;

            


    

    


    
      	
            	(b)	
              Employ
                secretarial and bookkeeping
                personnel;

            


    

    


    
      	
            	(c)	
              advise
                the Corporation regarding financial planning, corporate development
                corporate governance;

            


    

    


    
      	
            	(d)	
              prepare
                or cause to be prepared all required documentation for the operation
                of
                the Corporation;

            


    

    


    
      	
            	(e)	
              Provide
                instructions and directions to the Corporation's legal counsel and
                auditors;

            


    

    


    
      	
            	(f)	
              Insure
                that all accounting records are maintained to meet generally accept
                accounting principals and quarterly and annual reports are prepared
                and
                filed to meet regulatory
                requirements;

            


    

    


    
      	
            	(g)	
              Such
                other matters and activities as are required for the operation of
                the
                Corporation; and

            


    

    


    
      	
            	(h)	
              All
                activities of the Consultant shall be carried out at the direction
                of the
                Board of Directors of the Corporation or its officers excluding any
                officer of the Corporation associated with the
                Consultant.

            


    

    


    
      	4.	
              COMPENSATION

            


    

    


    
      	
            	(a)	
              As
                compensation for the services to be provided by the Consultant hereunder,
                the Corporation agrees to pay the Consultant $7,500.00
                per month during the Term in accordance with the provision of Section
                6,
                hereof;

            


    

    


    
      	
            	(b)	
              The
                Consultant shall be reimbursed monthly for all expenses incurred
                with
                respect to the operation of the administration of the Corporation,
                including but not limited to office rent, wages, phones and other
                office
                operational costs, provided that these expenses are incurred in
                substantial accordance with monthly and annual budgets to be prepared
                by
                the Consultant and approved by the Board of Directors from time to
                time;

            


    

    


    
      	
            	(c)	
              The
                Consultant shall also be reimbursed for the cost of furniture and
                equipment for the office provided the ownership of any furniture
                and
                equipment purchased shall vest with the Corporation, again provided
                that
                such capital expenditures are incurred in substantial accordance
                with
                monthly and annual budgets to be prepared by the Consultant and approved
                by the Board of Directors from time to
                time;

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
            	(d)	
              The
                Consultant shall provide receipts for all expenses and other items
                for
                which it is entitled to reimbursement and such other documentation
                as may
                be reasonably requested by the Corporation’s auditors;
                and

            


    

    


    
      	
            	(e)	
              It
                is understood that the Corporation has procedures for the authorization
                of
                all payments and the issuance of checks and which payments to the
                Consultant are subject. The responsible for carrying out these procedures
                are those of the Consultant its officers and
                employees.

            


    

    


    
      	5.	
              TERMS
                OF PAYMENT

            


    

    


    Fees
      and
      expenses are billed monthly and are due on receipt of invoice. Amounts unpaid
      after 15 days bear interest at the rate of 1.5% per month.

    


    
      	6.	
              NATURE
                OF RELATIONSHIP

            


    

    


    It
      is
      acknowledged by the parties hereto that Stafford Kelley President of the
      Consultant is also an officer of the Corporation. The parties further
      acknowledge and agree, solely with respect to the rights and obligations of
      the
      Consultant under this Agreement, as follows:

     

    
      	 	
              (a)

            	
              the
                relationship of the Consultant to the Corporation is that of independent
                contractors;

            


    

    


    
      	 	
              (b)

            	
              the
                Consultant is not employees or agents of the Corporation;
                and

            


    

     

    
      	
            	(c)	
              the
                Corporation and the Consultant are not partners or joint venturers
                with
                each other.

            


    

    


    
      	7.	
              NO
                USE OF CONFIDENTIAL
                INFORMATION

            


    

    


    During
      and at all times after the Term, the Consultant will cause its officers,
      directors and employees to keep confidential all Confidential Information and
      will not use for the benefit of the Consultant its officers, directors and
      employees or others (except in connection with the business and affairs of
      the
      Corporation in the course of providing services hereunder) any Confidential
      Information and will not disclose Confidential Information to any person except
      in the course of providing services under this Agreement to a person who is
      employed by the Corporation or with the Corporation’s prior
      consent.

     

    The
      foregoing prohibition will not apply to any Confidential Information
      if:

    


    
      	 	
              (a)

            	
              the
                Confidential Information is available to the public or in the public
                domain at the
                time of disclosure or use;
                or

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              disclosure
                is required to be made by operation of law, in which case the Consultants
                will notify the Corporation immediately upon learning of that requirement;
                or

            


    

    


    
      	 	
              (c)

            	
              disclosure
                is made with the Corporation’s prior written
                approval.

            


    

    


    
      	8.	
              NO
                AUTHORITY TO BIND THE
                CORPORATION

            


    

    


    Without
      limiting the provisions of Section 3, the Consultant, in its capacity as
      Consultant under this Agreement, has no authority to act on behalf of, or to
      hold itself out to be an agent of the Corporation or to bind the Corporation
      to
      perform any obligations to any third party and the Consultant will, as
      appropriate, so inform all third parties with whom the Consultant deals in
      the
      performance of its services. The Consultant will not use the name of the
      Corporation in any advertisement or promotional or marketing material or,
      without the use of any such name, suggest or imply in any such material that
      the
      Consultant has a relationship with the Corporation other than that established
      by this Agreement, unless otherwise agreed to in writing by the
      Corporation.

    


    
      	9.	
              TERM
                AND TERMINATION 

            


    

    


    The
      Term
      of this Agreement shall be one (1) year and shall automatically renew from
      year
      to year unless terminated. Either party may terminate this Agreement at anytime
      on 60 days written notice subject to the provision of Sections 5, 7 and 10
      hereof, which Sections shall survive the expiry or termination of this Agreement
      and continue in full force and effect.

    


    
      	10.	
              INDEMNIFICATION

            


    

    


    The
      Corporation will indemnify the Consultant and its heirs and legal
      representatives against all costs, charges and expenses, including all amounts
      paid to settle an action or satisfy a judgement, reasonably incurred by the
      Consultant in respect of any civil, criminal or administrative action or
      proceeding to which the Consultants are a party by reason of being or having
      been engaged by the Corporation under this Agreement (a “Claim”), other than an
      action (including, without limitation, an action in contract or tort) by the
      Corporation as a result of a breach or alleged breach by the Consultants of
      this
      Agreement or of any duty owed by the Consultant to the Corporation,
      if:

    


    
      	 	
              (a)

            	
              The
                Consultant acted honestly and in good faith with a view to the best
                interests of the Corporation; and

            


    

    


    
      	 	
              (b)

            	
              In
                the case of a criminal or administrative action or proceeding that
                is
                enforced by the
                monetary penalty, the Consultant had reasonable grounds for believing
                that
                the conduct of the Consultant was
                lawful.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      Consultant acknowledges that indemnification will be limited to costs, charges
      and expenses actually incurred, and will be paid only if the consultant provides
      the Corporation with prompt notice of any claim. The Corporation will have
      the
      right at its own expense, upon written notice to the Consultant, to assume
      control of the negotiation, settlement or defence of any Claim and the
      Consultant will co-operate fully with the Corporation in respect of such Claim.
      If the Corporation does not elect to assume control of the negotiation,
      settlement or defence of any Claim, the Consultant may retain its own counsel
      to
      defend the Claim and will keep the Corporation fully advised, including
      supplying copies of all relevant documentation promptly as it becomes available.
      The Consultant or the Corporation may not settle or compromise any Claim without
      the prior written consent of the other party.

    


    
      	11.	
              NOTICE

            


    

    


    Any
      notice or communication to be given or made under this Agreement must be in
      writing and addressed as follows:

    


    
      	
            	(a)	
              if
                to the Corporation

            


    

    


    Silver
      Reserve Corp.

    %
      ProVenture Law LLP

    Suite
      2,
      880 - 16th Avenue S.W.

    Calgary,
      AB  T2R 1J9

    


    Attn: 
      Brent
      J.
      Walter

    Phone: 
      403-294-5720

    Fax: 
      403-262-4860

    


    
      	
            	(b)	
              if
                to the Consultant

            


    

    


    Medallion
      Capital Corporation

    146
      Trelawn Avenue

    Oakville,
      Ontario L6J 4R2

    ATT: Stafford
      Kelley

    Phone:
      905-845-1073

    Fax:
      905-845-7899

    


    and
      will
      be deemed to be properly given or made on the earliest of the
      following:

    


    
      	
            	(a)	
              actual
                delivery;

            


    

    
      	
            	(b)	
              48
                hours after being sent by commercial courier service;
                and

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
            	(c)	
              the
                day following which any telegram or telecopier message is
                sent.

            


    

    


    Notice
      of
      change of address for the purpose of notice will also be governed by this
      section.

    


    
      	12.	
              ASSIGNMENT

            


    

    


    This
      Agreement may not be assigned by any party, without the prior written consent
      of
      the other parties.

    


    
      	13.	
              HEADINGS

            


    

    


    The
      inclusion of headings in this Agreement is for convenience of reference only
      and
      is not to affect construction or interpretation.

    


    
      	14.	
              INVALIDITY
                OF PROVISIONS

            


    

    


    Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction will, as to that jurisdiction, be ineffective to the extent of
      the
      prohibition or unenforceability without invalidating the remaining provisions
      of
      this Agreement, and any prohibition or unenforceability of that provision in
      any
      other jurisdiction. For any provision severed there will be deemed substituted
      a
      like provision to accomplish the intent of the parties as closely as possible
      to
      the provision as drafted, as determined by any court or arbitrator having
      jurisdiction over any relevant proceeding, to the extent permitted by the
      applicable law.

    


    
      	15.	
              ENTIRE
                AGREEMENT

            


    

    


    This
      Agreement constitutes the entire agreement between the parties pertaining to
      the
      subject matter. There are no warranties, representations or agreements between
      the parties in connection with the subject matter except as are specifically
      set
      out or referred to in this Agreement. No reliance is placed on any
      representation, opinion, advice or assertion of fact made by either party or
      its
      directors, officers or agents to the other party, or its directors, officers
      or
      agents, except to the extent that the same has been reduced to writing and
      included as a term of this Agreement. Accordingly, there is to be no liability,
      either in tort or in contract, assessed in relation to any such representation,
      opinion, advice or assertion of fact, except to the extent
      aforesaid.

    


    
      	16.	
              WAIVER,
                AMENDMENT

            


    

    


    Except
      as
      expressly provided in this Agreement, no amendment or waiver of this Agreement
      will be binding unless executed in writing by the party to be bound. The failure
      of either party at any time to require performance by the other party of any
      provisions of this Agreement will in no way affect the right of that party
      to
      require


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    performance
      of any other provisions. No waiver of any provision of this Agreement will
      constitute a waiver of any other provision nor will any waiver of any breach
      of
      any provision of this Agreement be construed as a waiver of any continuing
      or
      succeeding breach of such provision unless otherwise expressly
      provided.

    


    
      	17.	
              CURRENCY

            


    

    


    All
      amounts in this Agreement are stated and will be paid in United States currency
      unless otherwise specifically stated.

     

    
      	18.	
              GOVERNING
                LAW

            


    

    


    This
      Agreement is to be governed by and construed in accordance with the laws of
      the
      Province of Ontario and the laws of Canada applicable therein.

    


    
 

    IN
      WITNESS WHEREOF THE CORPORATION AND THE CONSULTANTS HAVE EXECUTED THIS AGREEMENT
      AS OF THE DATE FIRST WRITEN ABOVE.

    


    SILVER
      RESERVE CORP.

    


    


    BY: 
      s/
      Todd Montgomery

      
        

      

    

    TITLE: 
      CEO

    


    


    MEDALLION
      CAPITAL CORP.

    


    


    BY: 
      s/
      Stafford Kelley

      
        

      

    

    TITLE: 
      President

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    AMENDMENT

     

    Re: Consulting
      Services Agreement dated the 1st
      day of
      May, 2006,

     

    


     

    BETWEEN:

     

    SILVER
      RESERVE CORP., 

     

    AND:

     

    MEDALLION
      CAPITAL CORP., 

     

    The
      following shall be included to become part of the Agreement:

    


    NO
      CONFLICTS OF INTEREST

    


    The
      Consultant will not engage in any business or other transaction or have any
      financial or other personal interest which is incompatible with the performance
      by the Consultant of the duties under this Agreement in the manner contemplated
      by this Agreement.

    


    The
      Corporation acknowledges that the Consultant  will
      provide from  time
      to
      time similar services for other parties which shall not be considered a
 conflict
      of interest subject to the discharge of the Consultant’s obligations under
 this
      Agreement and in particular
      those related to confidentiality.

     

    Dated
      this 1st
      day of
      September, 2006.

    


    SILVER
      RESERVE CORP.

    


    


    By: 
      s/
      Todd Montgomery

      
        

      

    

    Its:

    


    MEDALLION
      CAPITAL CORP.

    


    


    By: 
      s/
      Stafford Kelley

      
        

      

    

    Its: