**Exhibit
      10.1**




**After
      recording return to:**




SAGE
      ASSOCIATES INC.


3430
      East
      Sunrise Drive


Suite
      160


Tucson,
      Arizona 85718-3216


Attention:
      Mr. Dave Hackman







**TERMINATION
      AGREEMENT**




**BY
      THIS TERMINATION AGREEMENT**  *(* the
      “Termination Agreement”) is dated and effective as of the 20 th day of
      August, 2008,




between **SAGE
      ASSOCIATES INC** .,
      an
      Arizona corporation with its head office at 3430
      East
      Sunrise Drive, Suite 160, Tucson, Arizona, 85718-3216 (hereinafter
      referred to as “Sage”),




-
      and
      -




**SILVER
      RESERVE CORP** .,
      a
      Delaware corporation with its administration offices at 1226 White Oaks Blvd.,
      Oakville, Ontario, Canada L6H 2B9 (hereinafter referred to as “Silver
      Reserve”) ,




Sage
      and
      Silver Reserve acknowledge that:




1.  Silver
      Reserve and Sage entered into an option agreement dated August 21, 2006, as
      amended by an Amendment dated March 30, 2007, and a further Amendment dated
      August 20, 2007 (as amended, the “Original Agreement”) pursuant to which Silver
      Reserve acquired an option on twelve mineral claims located in the Como Mining
      District, Lyon County, Nevada (the “Como Claims” described in Schedule A), and
      assumed an obligation to stake additional claims to be governed by and form
      part
      of the Original Agreement; and




2.  Silver
      Reserve desires to terminate the Original Agreement and pursuant to the Original
      Agreement convey to Sage a royalty interest in certain of the additional claims
      as designated by Sage and as described in Schedule B hereto (the “Additional
      Claims”).




**NOW
      THEREFORE,** Sage and
      Silver Reserve agree as follows:




**1.**  **Termination**




The
      parties agree that the Original Agreement is hereby terminated and that all
      obligations and notice requirements under the Original Agreement have been
      satisfied and/or waived, as applicable, except that Silver Reserve agrees to
      pay
      the annual claim maintenance fee for the Como Claims due on September 1, 2008.
      Silver Reserve acknowledges that as of the effective date of this Termination
      Agreement it has no interest in the Como Claims by way of the Original Agreement
      or otherwise.







2.Ownership
      of Additional Claims and Grant of Royalty




Sage
      acknowledges that it has no interest in the additional claims staked by Silver
      Reserve pursuant to the Original Agreement except for a one percent (1%) Net
      Smelter Returns royalty interest granted by this Termination Agreement in the
      Additional Claims. The royalty shall be calculated and paid in accordance with
      the provisions of Schedule C attached hereto. Silver Reserve shall have no
      obligation to keep the Additional Claims in good standing or pay the annual
      claim maintenance fees after making the payment due on September 1, 2008;
      provided, however, if Silver Reserve conveys or otherwise transfers the
      Additional Claims, Silver Reserve shall notify such transferee of the royalty
      created hereby but shall have no further liability to Sage following transfer
      of
      the Additional Claims. The parties agree to cooperate in the recording of an
      appropriate document evidencing the royalty created hereby in the Additional
      Claims. If Silver Reserve proposes to abandon the Additional Claims it shall
      first offer to convey the Additional Claims to Sage.




**IN
      WITNESS WHEREOF** the
      parties have executed this Agreement effective as of the date first written
      above,




**SAGE
                ASSOCIATES INC.**
            **SILVER
                RESERVE CORP.**








By: 
                s/ David B.
                Hackman
            By: 
                s/ Mason
                DouglasDavid
                B. Hackman
            Mason
                DouglasPresident
            President














**STATE
                OF ARIZONA**
            **)****)****County
                of Pima**
            **)**





The
      forgoing document was acknowledged before me this _ 21 ___
      day
      of August, 2008, by David B. Hackman, as president of Sage Associates Inc.,
      an
      Arizona corporation, for and on behalf of the corporation.





s/Monica
                Melissa RiveraNotary
                Public


My
      commission expires:





**PROVINCE
                OF**
            **)****ALBERTA**
            **)****CIty
                of CALGARY**
            **)**





The
      forgoing document was acknowledged before me this _ 8 ___
      day
      of August, 2008, by Mason Douglas, as president of Silver Reserve Corp., a
      Delaware corporation, for and on behalf of the corporation.





s/
                David G. L. McKenzieBarrister
                & SolicitorNotary
                Public


My
      commission expires: no expiry










**SCHEDULE
      A**


**TO**


**SAGE
      / SILVER RESERVE TERMINATION AGREEMENT**


**DATED
      August ____, 2008**





**DESCRIPTION
      OF COMO CLAIMS**


**Claims
      in the Como Mining District, Lyon County, Nevada**





The
      following unpatented mining claims have been located within the sections of
      the
      public land survey indicated below and the location notices thereof are of
      record in the Nevada State Office of the Bureau of Land Management and the
      Office of the Clerk/Recorder of Lyon County as follows:





**Claim**
              **BLM**
              **Public**
              **Land**
              **Survey**
              
              **Lyon
                  County****Name**
              **Number**
              **NMC
                  No.**
              **Twn**
              **Rng**
              **Sec**
              **Subdiv**
              **Doc.
                  No.**Sue
              30
              814022
              15N
              23E
              7
              NW
              245277Sue
              31
              814023
              15N
              23E
              7
              NW
              245278Sue
              33
              814024
              15N
              23E
              7
              NW
              245279Sue
              35
              667248
              15N
              23E
              6
              SE
              96462Sue
              36
              667249
              15N
              23E
              6
              SE
              96463Sue
              37
              667250
              15N
              23E
              6
              SW
              96464Sue
              38
              667251
              15N
              23E
              6
              SW
              96465Sue
              136
              667280
              15N
              23E
              6
              NE
              96504Sue
              138
              667282
              15N
              23E
              6
              NE
              96506Sue
              145
              667288
              15N
              23E
              5
              NW
              96512Sue
              147
              667289
              15N
              23E
              6
              NE
              96513Sue
              149
              667290
              15N
              23E
              6
              NE
              96514





**SCHEDULE
      B**


**TO**


**SAGE
      / SILVER RESERVE TERMINATION AGREEMENT**


**DATED** **August
      _____, 2008**





**DESCRIPTION
      OF ADDITIONAL CLAIMS**


**Claims
      in the Como Mining District, Lyon County, Nevada**





The
      following unpatented mining claims have been located within the sections of
      the
      public land survey indicated below and the location notices thereof are of
      record in the Nevada State Office of the Bureau of Land Management the Office
      of
      the Clerk/Recorder of Lyon County as follows:







**Claim**
            **BLM**
            
            **Public
                Land Survey**
            **Lyon
                County****Name**
            **Number**
            **NMC
                No.**
            **Twn**
            **Rng**
            **Sec**
            **Subdiv**
            **Doc.
                No.**CO
            65
            935159
            
            
            
            
            391808CO
            79-80
            935169-935170
            
            
            
            
            391818-391819CO
            97-98
            935184-935185
            
            
            
            
            391833-391834CO
            145-161
            935227-935243
            
            
            
            
            391816-391892CO
            163-179
            935245-935261
            
            
            
            
            391894-391910CO
            181-197
            935263-935269
            
            
            
            
            391912-391928CO
            199-215
            935281-935297
            
            
            
            
            391930-391946CO
            217-231
            935299-935313
            
            
            
            
            391948-391962












**SCHEDULE
      C**


**TO**


**SAGE
      / SILVER RESERVE TERMINATION AGREEMENT**


**DATED** **August
      ______, 2008**





**Net
      Smelter Return Royalty**








1.  The
      NSR
      which may be payable to a party (the “ **Payee** ”)
      by a
      party (the “ **Payor** ”)
      shall
      be calculated and paid to the Payee in accordance with the terms of this
      Schedule.




2.  The
      NSR
      shall be calculated on a calendar quarterly basis.




3.  The
      following words shall have the following meanings:




3.1
            “**Gross
                Revenue**”
                shall mean the aggregate of the following amounts received in each
                quarterly period:




(a)
            (1)
            all
                revenue received by the Payor in such quarter from arm’s length purchasers
                of mineral products, or




(ii)
            the
                fair market value of all mineral products sold by the Payor in such
                quarter to persons not dealing at arm’s length with the Payor;
                and




(b)
            any
                proceeds of insurance received in such quarter due to losses or damages
                in
                respect to mineral products.




3.2
            “**Permissible
                Deductions**”
                shall mean the aggregate of the following charges (to the extent
                not
                previously deducted or accrued in computing Gross Revenue) that are
                paid
                in each quarterly period:




(a)
            sales
                charges levied by any sales agent in respect to the sale of mineral
                products;




(b)
            all
                costs, expenses and charges of any nature whatsoever which are either
                paid
                or incurred by the Payor in connection with the refinement or
                beneficiation (in the case of direct-shipping ore) of mineral products
                after leaving the Property, including all weighing, sampling, assaying
                and
                representation costs, metal losses, any umpire charges and any penalties
                charged by the processor, refinery or smelter;
                and




(c)
            all
                other insurance costs in respect of mineral
                products;




provided **:** (i) that
      where a cost or expense otherwise constituting a Permissible Deduction is
      incurred by the Payor in a transaction with a party with whom it is not dealing
      at arm’s length (as that term is defined in the *Income
      Tax Act* (Canada)), such costs or expenses may be deducted, but only as to the lesser
      of
      the actual cost incurred by the Payor and the fair market value
      thereof considering the time of such transaction and under all the circumstances
      thereof **;** and
      (ii) transportation costs and milling costs at another site, prior to the
      smelting and refining shall not be included in the definition of Permissible
      Deductions .







3.3
            “**Net
                Smelter Returns**”
                shall mean Gross Revenue less Permissible Deductions in respect to
                such
                quarter.




3.4
            “**NSR**”
                shall mean Net Smelter Returns.




4.  The
      NSR
      shall be calculated and paid within 45 days after the end of each calendar
      quarter ending March 31, June 30, September 30 and December 31 of each year.
      Smelter settlement sheets, if any, and a statement setting forth calculations
      in
      sufficient detail to show how the payment was derived (the “ **Statement** ”)
      shall
      be submitted with the payment.




5.  In
      the
      event that final amounts required for the calculation of the NSR are not
      available within the time period referred to in paragraph 4 of this
      Schedule, then provisional amounts shall be established, the NSR shall be paid
      on the basis of such provisional amounts and positive or negative adjustments
      shall be made to the payment in the succeeding quarter, as
      necessary.




6.  All
      NSR
      payments shall be considered final and in full satisfaction of all obligations
      of the Payor with respect thereto, unless the Payee delivers to the Payor a
      written notice (the “ **Objection
      Notice** ”)
      describing and setting forth a specific objection to the calculation thereof
      within 60 days after receipt by the Payee of the Statement. If the Payee objects
      to a particular Statement as herein provided, the Payee shall, for a period
      of
      60 days after the Payor’s receipt of such Objection Notice, have the right, upon
      reasonable notice and at a reasonable time, to have the Payor’s accounts and
      records relating to the calculation of the NSR in question audited by the
      auditors of the Payor. If such audit determines that there has been a deficiency
      or an excess in the payment made to the Payee, such deficiency or excess will
      be
      resolved by adjusting the next monthly NSR payment due hereunder. The Payee
      shall pay all the costs and expenses of such audit unless a deficiency of 2
      1/2%
      or more of the amount due is determined to exist. The Payor shall pay the costs
      and expenses of such audit if a deficiency of 2 1/2% or more of the amount
      due
      is determined to exist. All books and records used and kept by the Payor to
      calculate the NSR due hereunder shall be kept in accordance with U.S. generally
      accepted accounting principles. Failure on the part of the Payee to make claim
      against the Payor for adjustment in such 60 day period by delivery of an
      Objection Notice shall conclusively establish the correctness and sufficiency
      of
      the Statement and NSR payment in respect of the applicable quarter.




7.  All
      profits and losses resulting from the Payor engaging in any commodity futures
      trading, option trading, metals trading, gold loans or any combination thereof,
      and any other hedging transactions with respect to mineral products
      (collectively, “ **Hedging
      Transactions** ”)
      are
      specifically excluded from calculations of the NSR pursuant to this Schedule,
      it
      being understood by the parties that both the Payor and Payee may engage in
      speculative hedging trading activities for their own account. All Hedging
      Transactions by the Payor and all profits or losses associated therewith, if
      any, shall be solely for the Payor’s account, irrespective of whether or not
      mineral products are delivered in fulfilment of such obligations. When necessary
      to give effect to the provisions of this paragraph 7, Gross Revenue from
      mineral products subject to Hedging Transactions by the Payor shall be
      determined pursuant to sub clause 3.1(a)(ii), rather than 3.1(a)(i)
      hereof.




8.  Fair
      market value shall be determined by using, for gold, the quarterly average
      price
      of gold which shall be calculated by dividing the sum of all London Bullion
      Market Association P.M. Gold Fix prices reported for the calendar quarter in
      question by the number of days for which such prices were quoted and, for silver
      and other metals, the quarterly average price which shall be calculated by
      dividing the sum of all New York Commodity Exchange (“ **COMEX** ”)
      prices
      reported for silver and the other metal quoted by and at the closing of COMEX
      for the calendar quarter in question by a number of days for which such prices
      were quoted, less, in each case, an amount reasonably equivalent to the
      deductions permitted by clause 3.2 hereof.