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






FIRST AMENDMENT TO ASSIGNMENT AGREEMENT

This First Amendment to the Assignment Agreement (the
“Agreement”) is made effective as of October 24, 2005 (the "Effective Date"),
between Searchlight Minerals Corp. (“SMC”) and Nanominerals Corp. (“NMC”). SMC
and NMC are each referred to herein as a Party, and collectively as the
Parties.

WHEREAS

A.     NMC entered into a Joint Venture
Agreement (hereinafter called the “JV Agreement”) with Verde River Iron Company,
LLC dated as of May 20, 2005 for the purpose of jointly pursuing the processing
of copper smelter slag at the Clarkdale smelter site in Clarkdale, Arizona
(hereinafter the “Clarkdale Slag Project”).

B.     NMC and SMC entered into an
assignment agreement (the “Assignment Agreement”) dated effective as of June 1,
2005, pursuant to which NMC agreed to assign its interest in the JV Agreement
for the Clarkdale Slag Project to SMC subject to the fulfilment by SMC of
certain conditions, including, the grant by SMC to NMC of a 5% net smelter
return royalty payable from SMC’s share of production from the Clarkdale Slag
Project.

C.     The Parties wish to make certain
amendments to the Assignment Agreement to reserve the obligation of SMC to pay
NMC the 5% net smelter return royalty on the proceeds of production from the
Clarkdale Slag Project.

NOW, THEREFORE, in consideration of the premises
contained herein and for other good and valuable consideration, the parties
agree to amend the terms of the Assignment Agreement as follows:

1.      Net Smelter Return
Royalty. Section 2)b of the Assignment Agreement is replaced in its entirety
with the following:

		
      2)   
	
      b.   
	
      SMC will reserve a royalty consisting of 5% of the Net
        Smelter Returns (as defined in Schedule “A” hereto”) in
        favour of NMC or its designates. 




2.     No Other Modification. The
parties confirm that the terms, covenants and conditions of the Assignment
Agreement remain unchanged and in full force and effect, except as modified by
this Agreement. 

3.     Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall constitute an
original, but all of which, when taken together, shall constitute but one
instrument, and shall become effective when one or more counterparts have been
signed by each party hereto and delivered to the other parties.

4.     Successors and Assigns.
Except as otherwise expressly provided herein, the provisions hereof shall inure
to the benefit of, and be binding upon, the successors, assigns, heirs,
executors and administrators of the parties hereto.




2

5.     Entire Agreement. This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject hereof.

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/ Ian R. McNeil
Signature of Authorized
Signatory

Ian R. McNeil
Name of Authorized Signatory

President
Position of Authorized Signatory

NANOMINERALS CORP.
by its authorized signatory:

/s/ Charles Ager 
Signature of Authorized
Signatory

Charles Ager
Name of Authorized Signatory

_____________________________
Position of Authorized
Signatory




Schedule A to the First Amendment to
Assignment
Agreement dated October 24, 2005

Net Smelter Returns

“Net Smelter Returns” means the actual proceeds received
by SMC from any mint, smelter or other purchaser for the sale of bullion,
concentrates or Ores produced from the Clarkdale Slag Project and sold, after
deducting from such proceeds the following charges to the extent that they are
not deducted by the smelter or purchaser in computing payment:

		(i) 	
      in the case of the sale of bullion, refining charges
      (including penalties) only;

		 	 
		(ii) 	
      in the case of the sale of concentrates, smelting and
      refining charges, penalties and the cost of transportation, including
      related insurance, of such concentrates from the Property to any smelter
      or other purchaser; and

		 	 
		(iii) 	
      in the case of Ores shipped to a purchaser, refining
      charges for bullion and charges for smelting, refining and the cost of
      transportation, including related insurance, from the mill to any smelter
      or other purchaser for concentrates.



"Ore" means any material containing a mineral or
minerals of commercial economic value mined or processed from the Clarkdale Slag
Project.