Filed by Automated Filing Services Inc. (604) 609-0244 - Searchlight Minerals Corp. - Exhibit 10.1






EXECUTIVE EMPLOYMENT AGREEMENT 

This Executive Employment Agreement (the "Agreement") is made
and entered into effective as of the 1st day of January, 2006 (the "Effective
Date"), between SEARCHLIGHT MINERALS CORP., a Nevada corporation, (the
"Company") and IAN R. MCNEIL (the “Executive”). 

WHEREAS: 

A. The Company is engaged in the business of acquiring and
exploring mineral properties. 

B. The Company desires to retain the Executive to act as Chief
Executive Officer and President of the Company and to provide his services to
the Company as an employee on the terms and subject to the conditions of this
Agreement. 

C. The Executive has agreed to act as Chief Executive Officer
and President of the Company and to provide his services to the Company on the
terms and subject to the conditions of this Agreement. 

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows: 

1. DEFINITIONS 

1.1 The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the contrary: 

	 	(a) 	
      "Salary" shall mean the annual salary payable to
      the Executive at the rate set forth in Section 4.

	 	 	 
	 	(b) 	
      "Board" shall mean the Board of Directors of the
      Company,

	 	 	 
	 	(c) 	
      "Cause" shall mean the Executive's (i) commission
      of an act of fraud, theft or embezzlement or other similar willful
      misconduct; (ii) conviction of (or pleas of nolo contendere with respect
      to) a felony or other crime involving moral turpitude; (iii) a serious
      neglect of his material duties or failure to perform his material
      obligations under this Agreement, or (iv) refusal to follow lawful
      directives of the Board, provided however, that the Company shall give the
      Executive written notice specifying any actions alleged to constitute
      Cause under clauses (iii) or (iv), and the Executive shall have 30 days
      from the date of receipt of the Company's written notice in which to cure
      any such alleged Cause.







2 

	 	(d) 	
      "Employment Term" shall mean the period beginning
      on the Effective Date and ending on the close of business on the effective
      date of the Executive's termination of employment with the
  Company.

	 	 	 	 
	 	(e) 	
      "Termination of Employment" shall mean the first
      to occur of the following events:

	 	 	 	 
	 		(i) 	
      the date of death of the Executive;

	 	 	 	 
	 		(ii) 	
      the effective date specified in the Company's written
      notice to the Executive of the Company's termination of his employment
      without Cause, made in accordance with the provisions of Section 7
      hereto;

	 	 	 	 
	 		(iii) 	
      the effective date specified in the Company's written
      notice to the Executive of the Company's termination of his employment for
      Cause, made in accordance with the provisions of Section 7 hereto;
    and

	 	 	 	 
	 	(f) 	
      "Termination without Cause" shall mean a
      termination by the Company of the Executive's employment without
    Cause.



2. EMPLOYMENT 

2.1 Term. The Executive's Employment Term shall
become effective and begin as of the Effective Date, and shall continue until
terminated pursuant to a Termination of Employment. The Executive will serve the
Company subject to the general supervision, advice and direction of the Board
and upon the terms and conditions set forth in this Agreement. 

3. TITLE AND DUTIES 

3.1 Duties. The Executive's job title shall be as
Chief Executive Officer and President of the Company. During the Employment
Term, the Executive shall perform such services and duties as the Board may from
time to time designate consistent with such position, including: 

	 	(a) 	
      exercising general management, direction and supervision
      over the business operations of the Company;

	 	 	 
	 	(b) 	
      providing overall direction to the management of the
      Company;

	 	 	 
	 	(c) 	
      reporting directly to board of directors of Company;
      and







3 

	 	(d) 	
      performing such other duties and observing such
      instructions as may be reasonably assigned from time to time by or on
      behalf of the Board in the Executive’s capacity as Chief Executive Officer
      and President, provided such duties are within the scope of the Company’s
      business and implementation of the Company’s business
  plan.



3.2 Other Activities. The Executive shall devote
his full time, attention and energies to the business affairs of the Company as
may be reasonably necessary for the discharge of his duties as Chief Executive
Officer and President of the Company, provided, however, the Executive may
engage in reasonable investment and other personal activities that do not
interfere with the Executive's obligations hereunder.

3.3 Nomination to Board. Throughout the Term of
this Agreement, the Company shall also nominate the Executive to serve as a
member of the Board and upon such nomination Executive shall agree to so serve.


4. COMPENSATION AND BENEFITS 

4.1 Salary. During the Employment Term, the
Company shall pay the Executive, in installments according to the Company's
regular payroll practice, a Salary at the annual rate of $108,000 US per year.


4.2 Bonus. Upon the execution of this Agreement
the Executive will be entitled to a one time bonus payment of $36,000 US. The
Executive will also be eligible for a discretionary bonus to be determined based
on factors considered relevant by the board of directors of the Company. 

4.3 Vacations. During each complete twelve (12)
month period of the Employment Term, the Executive shall be entitled to no fewer
than three (3) weeks of paid vacation. For any period less than twelve (12)
months, the Executive shall be entitled to a proportionate amount of vacation.
The Executive shall be entitled to carry over to the next succeeding year one
week of accrued but unused vacation from the immediately proceeding year. 

4.4 Benefit Plans . During the Employment Term,
the Executive shall be entitled to participate in all employee benefit plans,
including but not limited to health plans and other employee welfare benefit
plans, with respect to which the Executive's position and tenure make him
eligible to participate, provided such benefits are provided to other executive
officers of the Company. Nothing in this Section 4.4 shall be construed to
require the Company to maintain any particular employee benefit plans for its
employees. 

5. REIMBURSEMENT OF EXPENSES 

5.1 Reimbursement of Expenses. In addition to the
compensation provided for under Section 4 hereof, upon submission of proper
vouchers in accordance with the Company's expense reimbursement policies and
procedures as may exist from time to 




4 

time, the Company will reimburse the Executive for all normal
and reasonable travel, medical benefits and other expenses incurred by the
Executive during the Employment Term in performance of the Executive's
responsibilities to the Company. 

6. STOCK OPTIONS 

6.1 Stock Options . The Executive may be granted,
subject to the approval of the Company’s Board, incentive stock options to
purchase shares of the Company’s common stock in such amounts and at such times
as the Board, in its absolute discretion, may from time to time determine. Such
options will be in an amount and of a nature similar to those granted by the
Company to other directors and senior officers of the Company, with adjustment
for the merit and performance of the Executive. All Stock Options will be
subject to the terms and conditions of the Company’s Stock Option Plan, a copy
of which has been delivered to the Executive. The Executive acknowledges and
agrees that (i) the Executive will only sell any shares issued by the Company on
exercise of any Stock Options in accordance with all applicable securities laws,
including the Securities Act of 1933; and (ii) the shares issued upon exercise
of any Stock Options may be subject to restrictions on resale imposed by
applicable securities law; and (iii) the Company may legend all stock
certificates representing the shares issued upon exercise of any Stock Options
with applicable resale restrictions, as reasonably advised by the Company’s
legal counsel; and (iv) the Executive has received and reviewed a copy of the
Stock Option Plan. 

7. TERMINATION 

7.1 Termination for Cause. The Company may
terminate this Agreement at any time for Cause. In the event of Termination for
Cause, the Company shall, not later than the next regularly scheduled payroll
date, pay to the Executive all Base Salary (and, to the extent the Company's
then current severance policy provides therefor, accrued vacation) earned
through the date of such termination and the Company will have no further
liability or obligation to the Executive. 

7.2 Termination without Cause. The Company may
terminate this Agreement without Cause by delivering notice of termination to
the Executive stating the date of Termination of Employment, which date will be
no earlier than two weeks from delivery of the notice of termination, and paying
to the Executive an amount equal to six month’s Salary in a lump sum as full and
final payment of all amount payable under this Agreement, including damages for
wrongful termination, within 30 days of delivery of the date of Termination of
Employment.

7.3 Default Notice. The Executive may terminate
this Agreement at any time in the event of any breach of any material term of
this Agreement by the Company, provided that written notice of default has been
delivered to the Company and the Company has failed to remedy the default within
thirty days of the date of delivery of notice of default, or upon thirty days
written notice of the Company in any other event. 




5 

7.4 Survival of Rights and Obligations . On
termination of this Agreement for any reason, all rights and obligations of each
party that are expressly stated to survive termination or continue after
termination will survive termination and continue in full force and effect as
contemplated in this Agreement. 

8. PROPRIETARY INFORMATION AND DEVELOPMENTS 

8.1 Proprietary Information. The Executive will
not at any time, whether during or after the termination of this Agreement for
any reason, reveal to any person or entity any of the trade secrets or
confidential information concerning the organization, business or finances of
the Company or of any third party which the Company is under an obligation to
keep confidential, except as may be required in the ordinary course of the
Executive’s employment with the Company, and the Executive shall keep secret
such trade secrets and confidential information and shall not use or attempt to
use any such secrets or information in any manner which is designed to injure or
cause loss to the Company. Trade secrets or confidential information shall
include, but not be limited to, the Company's financial statements and
projections, expansion proposals, business plans and details of its mining
operations or business relationships with banks, lenders and other parties not
otherwise publicly available. 

8.2 Information Respecting Developments. If at
any time or times during the term of this Agreement, the Executive shall (either
alone or with others) make, conceive, create, discover, invent or reduce to
practice any invention, modification, discovery, design, development,
improvement, process, software program, work of authorship, documentation,
formula, data technique, know-how, trade secret or intellectual property right
whatsoever or any interest therein (whether or not patentable or registrable
under copyright, trademark or similar statutes or subject to analogous
protection) (herein called "Developments") that (i) relates to the business of
the Company or any of the products or services being developed, manufactured or
sold by the Company or which may be used in relation therewith, (ii) results
from tasks assigned to the Executive by the Company or (iii) results from the
use of premises or personal property (whether tangible or intangible) owned,
leased or contracted for by the Company, such Developments and the benefits
thereof are and shall immediately become the sole and absolute property of the
Company and its assigns, as works made for hire or otherwise, and the Executive
shall promptly disclose to the Company (or any persons designated by it) each
such Development and, as may be necessary to ensure the Company's ownership of
such Developments. The Executive hereby assign any rights (including, but not
limited to, any copyrights and trademarks) the Executive may have or acquire in
the Developments and benefits or rights resulting therefrom to the Company and
its assigns without further compensation and shall communicate, without cost or
delay, and without disclosing to others the same, all available information
relating thereto (with all necessary plans and models) to the Company. 

The Executive will, during the term of this Agreement and at
any time thereafter, at the request and cost (including the Executive's
reasonable attorney's fees) of the Company, 




6 

promptly sign, execute, make and do all such deeds, documents,
acts and things as the Company and, its duly authorized agents may reasonably
require: 

	 	(a) 	
      to apply for, obtain, register and vest in the name of
      the Company alone (unless the Company otherwise directs) letters patent,
      copyrights, trademarks or other analogous protection for any Developments
      in any country throughout the world and when so obtained or vested to
      renew and restore the same; and

	 	 	 
	 	(b) 	
      to defend any judicial, opposition or other proceedings
      in respect of such applications and any judicial, opposition or other
      proceedings or petitions or applications for revocation of such letters
      patent, copyright, trademark or other analogous
propose.



In the event the Company is unable, after reasonable effort, to
secure the Executive's signature on any application for letters patent,
copyright or trademark registration or other documents regarding any legal
protection relating to a Development, whe ther because of the Executive's
physical or mental incapacity or for any other reason whatsoever, the Executive
hereby irrevocably designates and appoints the Company and its duly authorized
officers and agents as his respective agent and attorney- in- fact, to act for
and in his behalf and stead to execute and file any such application or
applications or other documents and to do all other lawfully permitted acts to
further the prosecution, and issuance of letters patent, copyright or trademark
registrations or any other legal protection thereon with the same legal force
and effect as if executed by the Executive as applicable. 

8.3 Survival of Representations . The obligations
of the Executive set forth in Sections 8.1 and 8.2 will survive termination of
this Agreement. 

9. NON-COMPETE; NON-HIRE 

9.1 No Competition. The Executive agrees that, in
the event of termination of this Agreement, for a period of six months following
the termination of this Agreement, the Executive will not, without the Company's
consent, directly or alone or as a partner, joint venturer, officer, director
employee, consultant, agent, independent contractor or stockholder or other
owner of any entity or business, engage in any business which is directly
competitive with the business of the Company in any territory in which the
Company is engaged in business at the date of termination, including (i) any
business involving the acquisition and development of mineral properties; (ii)
any line of business that is engaged in by the Company and its subsidiaries as
of the Effective Date; or (iii) any other line of business that is engaged in by
the Company and its subsidiaries (or with respect to which the Company has made
preparations to engage) as of the date of such termination of this Agreement;
provided, however, that the ownership by the Executive of not more than five
percent (5%) of the shares of any publicly traded class of stock of any
corporation shall not be deemed, in and of itself, to violate the prohibitions
of this Section 9.1. 




7 

9.2 No hiring of Employees. The Executive agrees
that, in the event of any termination of this Agreement, for a period of six
months following such termination of this Agreement, the Executive will not hire
or otherwise employ or retain, or knowingly permit (to the extent reasonably
within his control) any other entity or business which employs the Executive or
in which the Executive has any ownership interest or is otherwise involved to
hire or otherwise employ or retain, any person who was employed or engaged as a
Executive or employee by the Company as of the date of the termination of this
Agreement. 

9.3 Common Law. The restrictions in this Section
9, to the extent applicable, shall be in addition to any restrictions imposed
upon the Executive by statute or at common law. 

9.4 Enforceability. The parties hereby
acknowledge that the restrictions in this Section 9 have been specifically
negotiated and agreed to by the parties hereto and are limited only to those
restrictions reasonably necessary to protect the Company from unfair
competition. The parties hereby agree that if the scope or enforceability of any
provision, paragraph or subparagraph of this Section 9 is in any way disputed at
any time, and should a court find that such restrictions are overly broad, the
court may modify and enforce the covenant to the extent that it believes to be
reasonable under the circumstances. Each provision, paragraph and subparagraph
of this Section 9 is separable from every other provision, paragraph and
subparagraph and constitutes a separate and distinct covenant. 

9.5 Survival of obligations under this Section.
The obligations and agreements of the Executive set forth in Sections 9.1, 9.2,
9.3 and 9.4 will survive termination of this Agreement for the periods specified
in Sections 9.1 and 9.2. 

10. RELIEF 

10.1 Remedy for Breach. The Executive hereby
expressly acknowledges that any breach or threatened breach by the Executive of
any of the terms set forth in Section 9 or 10 of this Agreement may result in
significant and continuing injury to the Company, the monetary value of which
would be impossible to establish, and any such breach or threatened breach will
provide the Company with any and all rights and remedies to which it may be
entitled under the law, including but not limited to injunctive relief or other
equitable remedies. 

11. PARTIES BENEFITED; ASSIGNMENTS 

11.1 Assignment. This Agreement shall be binding
upon, and inure to the benefit of, the Executive, his heirs and his personal
representative or representatives, and upon the Company and its successors and
assigns. Neither this Agreement nor any rights or obligations hereunder may be
assigned by the Executive. 




8 

12. NOTICES 

12.1 Notices. Any notice required or permitted by
this Agreement shall be in writing, sent by registered or certified mail, return
receipt requested, or by overnight courier, addressed to the Board and the
Company at its then principal office, or to the Executive at the address set
forth in the preamble, as the case may be, or to such other address or addresses
as any party hereto may from time to time specify in writing for the purpose in
a notice given to the other parties in compliance with this Section 12. Notices
shall be deemed given when delivered. 

13. GOVERNING LAW 

13.1 Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Nevada and
each party hereto adjourns to the jurisdiction of the courts of the State of
Nevada.

14. REPRESENTATIONS AND WARRANTIES 

14.1 Representations and Warranties of Executive.
The Executive represents and warrants to the Company that (a) the Executive is
under no contractual or other restriction which is inconsistent with the
execution of this Agreement, the performance of his duties hereunder or other
rights of Company hereunder, and (b) the Executive is under no physical or
mental disability that would hinder the performance of his duties under this
Agreement. 

15. MISCELLANEOUS 

15.1 Entire Agreement. This Agreement contains
the entire agreement of the parties relating to the subject matter hereof.

15.2 Final Agreement. This Agreement supersedes
any prior written or oral agreements or understandings between the parties
relating to the subject matter hereof. 

15.3 Amendments. No modification or amendment of
this Agreement shall be valid unless in writing and signed by or on behalf of
the parties hereto. 

15.4 Waiver. A waiver of the breach of any term
or condition of this Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or condition.

15.5 Applicable La w. This Agreement is intended
to be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any provision of this
Agreement, or the application thereof to any person or circumstance, shall, for
any reason and to any extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining provisions hereof and 




9 

the application of such provisions to other persons or
circumstances, all of which shall be enforced to the greatest extent permitted
by law.

15.6 Headings. The headings in this Agreement are
inserted for convenience of reference only and shall not be a part of or control
or affect the meaning of any provision hereof. 

15.7 Independent Counsel. The Executive
acknowledges and agrees that O'Neill Law Group PLLC has acted solely as legal
counsel for the Company and that the Executive has been recommended to obtain
independent legal advice prior to execution of this Agreement. 

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above. 

SEARCHLIGHT MINERALS CORP. by its authorized signatory:


	 	 	 
	/s/ Carl
      S. Ager	 	 
	Signature of Authorized Signatory 	 	  
	 	 	 
	Carl S. Ager	 	 
	Name of Authorized Signatory 	 	  
	 	 	 
	Secretary/Treasurer	 	 
	Position of Authorized Signatory 	 	  
	 	 	 
	SIGNED, SEALED AND DELIVERED 	 	  
	BY IAN R. MCNEIL 	 	  
	in the presence of: 	 	  
	 	 	 
	/s/ Tana M. Phillips	 	 
	Signature of Witness 	 	  
	 	 	 
	Henderson, Nevada	 	/s/ Ian R. McNeil
	Address of Witness 	 	IAN R. MCNEIL