Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 10.21





 May 9, 2005 

 Mr. Ian Matheson 

  President & CEO 

  Searchlight Minerals Corp. 

  2215 Lucerne Circle 

  Henderson, NV 

  89015 

  USA 


Dear Ian: 

	
Re: 
		
Engagement Letter - US$2,000,000 Unit Offering 
	


 Further to our discussions, Dominick & Dominick Securities
  Inc. ("Dominick") is pleased to outline the terms of an agreement pursuant to
  which we would be engaged by Searchlight Minerals Corp. (the "Company"), to
  act as its agent for the private placement of up to 4,000,000 units of the Company's
  common stock at a price of $0.50 per unit, for gross proceeds of up to US$2,000,000,
  on terms mutually agreeable between the parties hereto, certain of which terms
  are set forth in Schedule A, annexed hereto and incorporated by reference (such
  private placement referred to as the "Offering"). Each Unit will consist of
  one share of the Company's common stock, par value $0.001 per share (each
  a "Share"), one half (1/2) of one share purchase warrant to (each a "Warrant")
  and a Penalty Warrant (as defined below). Each one full Warrant will entitle
  the holder to purchase one additional Share for a period of nine months from
  closing of the Offering, at a price of $1.25 per share. Each penalty warrant
  (a "Penalty Warrant") will consist of a non-transferable warrant exercisable
  into one-tenth (1/10) of one Unit for no additional consideration, which is
  deemed to be exercised on the business day following the Filing Deadline (as
  defined below) if a registration statement on Form SB-2 is not declared effective
  by the United States Securities and Exchange Commission on or before the date
  that is four months and one day after the closing date of the Offering (the
  "Filing Deadline"). The Offering will be made on a best efforts basis subject
  to the terms and conditions set forth herein.

 The obligations of each party in respect of the Offering will
  be more fully set out in a formal agency agreement between the parties. Although
  this is a best efforts offering, the sections entitled "Fees and Expenses" and
  "Indemnity" below are binding obligations of all parties hereto immediately
  after this engagement letter has been executed and delivered by all parties,
  regardless of whether the Offering is completed. 

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 SCHEDULE A 

 (ALL PRICES IN $US) 

	 Issuer:  	 Searchlight Minerals Corp. ("Searchlight" or the "Company") 
    
	  
	 Agent:  	 Dominick & Dominick Securities Inc. (the "Agent") 
    
	  
	 Nature of the Offering:  	 Private Placement, reasonable best efforts.  
	  
	 Offering:  	 Up to 4,000,000 Units, each Unit will
        consisting of one share of the  Company's common stock, par value
        $0.001 per share (each a  "Share"), one half (1/2) of one share
        purchase warrant to (each a  "Warrant") and a Penalty Warrant (as
        defined below). Each one full  Warrant will entitle the holder to
        purchase one additional Share for a  period of nine months from Closing
        of the Offering, at a price of  $1.25 per share. Each penalty
        warrant (a "Penalty Warrant") will  consist of a non-transferable
        warrant exercisable into one-tenth  (1/10) of one Unit for no additional
        consideration, which is deemed to  be exercised on the business day
        following the Filing Deadline (as  defined below) if a registration
        statement on Form SB-2 is not  declared effective by the SEC on or
        before the date that is four  months and one day after the Closing
        Date (the "Filing Deadline").  

	  
	 Proceeds:  	 Up to $2,000,000.  
	  
	 Price:  	 $0.50 per Unit.  
	  
	 Use of Proceeds:  	 The proceeds will be used to fund exploration and/or development 
      activities and to provide general working capital.  
	  
	 Offering Jurisdictions:  	 British Columbia, Alberta, and Ontario.  
	  
	 Qualified Investors:  	 The Units will be issued only to: (i) accredited investors
      in British  Columbia and Alberta (as such term is defined in Multilateral 
      Instrument 45-103); and (ii) accredited investors in Ontario (as that 
      term is defined in Ontario Securities Commission Rule 45-501).  
	  
	 Closing Date:  	 On or before September 15, 2005, or such other date mutually 
      agreed upon by the Company and the Agent (the "Closing Date").  
	  
	 Commission:  	 A corporate finance fee of $45,500 and a cash payment
      equal to  10% of the gross proceeds of the Offering.
	  
	 Registration Right:  	 The Company shall use its best efforts
        to file with the Securities and  Exchange Commission a registration
        statement on Form SB-2  registering the resale of the common stock
        underlying the Units (the  "Registration Statement") and have the
        registration statement  declared effective within 120 days of the
        Closing of the Offering. The  Company will be subject to a penalty
        consisting of the number of  warrants to purchase Common Shares equal
        to 10% of the number  of Units sold by the Company pursuant to the
        Offering (the "Penalty  Warrants"), if the Company fails to have
        the registration statement  declared effective within 120 days of
        the Closing date (the  "Registration Period"). Each Penalty Warrant
        will be exercisable by  



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	  	 the holder thereof to acquire an additional share of the Company's 
      common stock for no additional consideration for a period of nine 
      months from the close of the Registration Period.  
	  
	 Broker's Warrants:  	 As additional compensation in connection with the Offering,
      the  Company will grant to the Agent non-assignable warrants (the 
      "Broker's Warrants") to purchase shares of the Company's common  stock
      equal to 10% of the number of Units sold pursuant to the  Offering.
      Each Broker's Warrant will be exercisable by the Agent at  a price
      of $0.50 for a period of nine months from the Closing Date.  
	  
	 Fees and Expenses:  	 The Company will be responsible for the expenses associated
      with  the Offering, including printing costs, advertisements, filing
      fees,  sponsorship fees (if applicable), corporate finance fees, legal, 
      accounting and out-of-pocket expenses of the Agent.  
	  
	  	 Any sponsorship fee required by any sponsorship agreement 
      entered into between the Agent and the Company. For greater  certainty,
      the Company will pay the Agent's expenses related to the  Offering,
      including the reasonable fees and disbursements of the  Agent's legal
      counsel.  
	  
	 Indemnity:  	 In consideration of the Agent entering into this engagement
      letter,  the Company shall indemnify the Agent in accordance with the
      terms  of Schedule B hereto, which schedule forms part of this engagement 
      letter. This indemnity shall be in addition to, and not in substitution 
      of, any other liabilities the Company may have to the agent or either 
      of them. The indemnity will apply to all services provided by the 
      agent in connection with, or otherwise related to, the Offering.  
	  
	 Due Diligence:  	 Beginning on the date hereof and at all times thereafter up
      to and  including the Closing Date of the Offering, the Company will
      provide  the Agent and their professional advisors with all reasonable
      access  to the personnel and internal financial, business and other 
      information about the Company and its business as may be  requested
      by the Agent in order to permit the Agent to complete a  due diligence
      review of the Company.  
	  
	 Right of First Refusal:  	 If the Offering is completed, the Company shall grant a right
      of first  refusal (the "Right of First Refusal") to the Agent to act
      as  underwriter or agent in respect of any subsequent public offering
      or  private placement of equity in Canada or the United States by the 
      Company, or any of its subsidiaries or affiliates for a period of 
      eighteen (18) months from Closing (the "Right of First Refusal  Term"),
      subject to the Agent and the Company, acting reasonably,  agreeing
      on the terms and conditions thereof.  
	  
	  	 The Agent acknowledges that the Company has granted an identical 
      right of first refusal to Clarion Finanz AG ("Clarion") to act as 
      underwriter or agent in respect of any subsequent public offering or 
      private placement of equity in Canada or the United States by the 
      Company during the Right of First Refusal Term, and agrees if it and 
      Clarion both elect to exercise their right of first refusal during the 
      Right of First Refusal Term in respect of any subsequent public  offering
      or private placement of equity in Canada or the United  States by the
      Company, to act as co-agent or co-underwriter on a  


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	 	 50/50 basis with Clarion (or such other proportion as may
      be agreed  by Clarion and the Agent).  



The above Offering is subject, but not limited to the following: 

	 (a)      	 completion of due diligence to the satisfaction
        of the Agent and their legal counsel; 

	 
	 (b)      	 execution of a standard form agency agreement
        between the Company and the Agent including the following: 

	 
	 	 (i)     
      
	 customary conditions to the obligations of the Agent
        including: "disaster out" and "material adverse change out" clauses and
        the right of the Agent to terminate their obligation in the event that
        the Agent's due diligence investigations identify any material adverse
        fact which exists as at the date hereof that has not been generally disseminated
        to the public will expire upon execution of the Agency Agreement which
        will occur no later than the closing date; and 

	 
	 	 (ii)      
	 industry standard indemnification of the Agent.
      

	 
	 (d)      	 approval of the terms and conditions of
        the Offering by all of the appropriate regulatory authorities, as required.
      



 We would ask that if the foregoing is in accordance with your
  understanding and is agreed to by yourself, that you kindly confirm your acceptance
  by signing the enclosed copy and returning the same to the undersigned's attention
  as soon as possible. 


Yours very truly, 


DOMINICK & DOMINICK SECURITIES INC. 

 /s/ Paul Morgante                

  Paul Morgante 

  President & CEO 

 Agreed and accepted this 22nd day of August, 2005. 


SEARCHLIGHT MINERALS CORP. 

 /s/ K. Ian Matheson               

  Per: K. Ian Matheson 

  President & CEO 

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 Schedule B 

 Form of Indemnity 

 In consideration for Dominick & Dominick Securities Inc.
  (the "Agent") and any other Agent accepting the engagement (the "Engagement")
  described in the engagement letter (the "Engagement Letter") to which this Schedule
  "B" is attached, Searchlight Minerals Corp. (the "Company") agree to indemnify
  and save harmless each of the Agent and their respective affiliates, directors,
  officers, employees, partners, Agent, advisors and shareholders (collectively,
  the "Indemnified Parties" and individually, and "Indemnified Party") from and
  against any and all losses, claims, actions, suits, proceedings, damages, liabilities
  or expenses of whatsoever nature of kind (excluding loss of profits), including
  the aggregate amount paid in reasonable settlement of any actions, suits proceedings,
  investigations or claims and the reasonable fees, disbursements and taxes of
  their counsel in connection with any action, suit, proceeding, investigation
  or claim that may be made or threatened against any Indemnified Party or in
  enforcing this indemnity )collectively, the "Claims") to which and Indemnified
  Party may become subject or otherwise involved in any capacity insofar as the
  Claims relate to, are caused by, result from, arise out of or are based upon,
  directly or indirectly, the Engagement whether performed before or after the
  Company's execution of the Engagement Letter and to reimburse each Indemnified
  Party forthwith, upon demand, for any legal or other expenses reasonably incurred
  by such Indemnified Party in connection with any Claim. 

 The Company also agrees that no Indemnified Party will have
  any liability (either direct or indirect, in contract or tort or otherwise)
  to the Company or any person asserting claims on the Company's behalf or in
  right for or in connection with the Engagement, except to the extent that any
  losses, expenses, claims, actions, damages or liabilities incurred by the Company
  are determined by a court of competent jurisdiction in a final judgment that
  has become non-appealable to have resulted from the gross negligence or willful
  misconduct of such Indemnified Party. 

 In the event and to the extend that a court of competent jurisdiction
  in a final judgment that has become non-appealable determines that an Indemnified
  Party was grossly negligent or guilty of willful misconduct in connection with
  a Claim in respect of which the Company has advanced funds to the Indemnified
  Party pursuant to this Indemnity, such Indemnified Party will reimburse such
  funds to the Company and thereafter this Indemnity will not apply to such Indemnified
  Party in respect of such Claim. The Company agrees to waive any right the Company
  might have of first requiring the Indemnified Party to proceed against or enforce
  any other right, power, remedy or security or claim payment from any other person
  before claiming under this indemnity. 

 In case any action, suit, proceeding or claim is brought against
  an Indemnified Party or an Indemnified Party has received notice of the commencement
  of any investigation in respect of which indemnity may be sought against the
  Company, the Indemnified Party will give the Company prompt written notice of
  any such action, suit, proceeding, claim or investigation of which the Indemnified
  Party has knowledge and the Company will undertake the investigation and defense
  thereof on behalf of the Indemnified Party, including the prompt employment
  of counsel acceptable to the Indemnified Parties affected and the payment of
  all expenses. Failure by the Indemnified Party to so notify will not relieve
  the Company of its obligation of indemnification hereunder unless (and only
  to the extend that) such failure results in forfeiture by the Company of substantive
  rights or defenses. 

 No admission of liability and no settlement, compromise or
  termination of any action, suit, proceeding, claim, or investigation will be
  made without the Company's consent and the consent of the Indemnified Parties
  affected, such consents not to be unreasonably withheld. Notwithstanding that
  the Company will undertake the investigation and defense of any Claim, an Indemnified
  Party will have the right to employ separate counsel with respect to any Claim
  and 

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 participate in the defense thereof, but the fees and expenses
  of such counsel will be at the expense of the Indemnified Party unless: 

	 	 (a)      	 employment of such counsel has been authorized in
        writing by the Company; 

	 
	 	 (b)      	 the company has not assumed the defense of the action
        within a reasonable period of time after receiving notice of the claim.
      

	 
	 	 (c)      	 The named parties to any such claim include both
        the Company and the Indemnified Party and the Indemnified Party will have
        been advised by counsel to the Indemnified Party that there may be conflict
        of interest between the Company and the Indemnified Party; or 

	 
	 	 (d)      	 There are one or more defenses available to the
        Indemnified Party which are different from or in addition to those available
        to the Company. 



 In which case such fees and expenses of such counsel to the
  Indemnified Party will be for the Company's account. The rights accorded to
  the Indemnified Parties hereunder will be in addition to any rights and Indemnified
  Party may have at common law or otherwise. 

 If for any reason the foregoing indemnification is unavailable
  (other than in accordance with the terms hereof) to the Indemnified Parties
  (or any of them) or is insufficient to hold them harmless, the Company will
  contribute to the amount paid or payable by the Indemnified Parties as a result
  of such Claims in such proportion as is appropriate to reflect not only the
  relative benefits received by the Company or the Company's shareholders on the
  one hand and the Indemnified Parties on the other, but also the relative fault
  of the parties and other equitable considerations which may be relevant. Notwithstanding
  the foregoing, the Company will in any event contribute to the amount paid or
  payable by the Indemnified Parties as a result of such Claim any amount in excess
  of the fees actually received by the Indemnified Parties hereunder. 

 The Company hereby constitutes each of Dominick & Dominick
  Securities Inc. as trustee for each of the other Indemnified Parties of the
  Company's covenants under this indemnity with respect to such persons and Dominick
  & Dominick Securities Inc. each agree to accept such trust and to hold and
  enforce such covenants on behalf of such persons. 

 The Company agrees to reimburse the Agent monthly for the
  time spent by the Agent's personnel in connection with any Claim at their normal
  per diem rates. The Company also agrees that if any action, suit, proceeding
  or claim is brought against, or an investigation commenced in respect of the
  Company or the Company and Agent and personnel of either of the Agent are required
  to testify, participate or response in respect of or in connection with the
  Engagement, such Agent will have the right to employ its own counsel in connection
  therewith and the Company will reimburse such Agent monthly for the time spent
  by its personnel in connection therewith at their normal per diem rates together
  with such disbursements and reasonable out-of-pocket expenses as may be incurred,
  including fees and disbursements of such Agent's counsel. 

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