Agreements


    Exhibit
      10.7

     

    4P Management Partners SA 

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 1/18/2006,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
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    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
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    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
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    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
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    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
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    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
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    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
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    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
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    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
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    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser:      4P Management Partners
      SA                                                                               
      

    Country
      of incorporation or
      residence:         Panama                                                                               

    Signature
      of Authorized Signatory of Purchaser:
/s/
      K. Meyer                     

    Name
      of
      Authorized Signatory:    K. Meyer                                 

    Title
      of
      Authorized Signatory:     Attorney-in-Fact                            


    Email
      Address of Purchaser: igf@limmat.ch                                

    


    Address
      for notice of Purchaser: c/o

    INTERGLOBE
      FINANCE SA

    General
      Guisan-Quai 36

    CH
      8002 ZURICH

    
 

    Address
      for delivery of Securities for Purchaser (if not same as above):

    
      INTERGLOBE
        FINANCE SA

      General
        Guisan-Quai 36

      CH
        8002 ZURICH

    

     

    


    Subscription
      Amount: $25,000

    Shares:
      50,000 SHS

    Warrant
      Shares: ________________________________

    Date:
      December 19, 2005

     

    [Purchasers’
      signature pages continue]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        A

       

      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        registration rights agreement (this “Agreement”)
        is
        made as of 1/18/06,
        among
        Bullion River Gold Corp., a Nevada corporation (the “Company”),
        and
        the purchasers (each a “Purchaser”
and
        collectively, the “Purchasers”).

       

      This
        Agreement is made pursuant to the Securities Purchase Agreement, dated as
        of the
        date of this Agreement among the Company and the Purchasers (the “Purchase
        Agreement”).
        The
        Company and the Purchasers agree that:

       

      1. Definitions.
        Capitalized terms used and not otherwise defined in this Agreement have the
        same
        meanings as they have in the Purchase Agreement. As used in this
        Agreement:

       

      “Effectiveness
        Period”
is
        defined in Section 2.

       

      “Filing
        Date”
means
        the 90th
        calendar
        day following the date of the Purchase Agreement.

       

      “Holder”
or
        “Holders”
means
        the holder or holders from time to time of Registrable Securities.

       

      “Indemnified
        Party”
is
        defined in Section 5(b).

       

      “Indemnifying
        Party”
is
        defined in Section 5(b).

       

      “Losses”
        includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
        expenses. 

       

      “Proceeding”
means
        an action, claim, suit, investigation or proceeding (including, without
        limitation, an investigation or partial proceeding, such as a deposition),
        whether commenced or threatened.

       

      “Prospectus”
means
        the prospectus included in the Registration Statement, as amended or
        supplemented by any prospectus supplement, whether pre- or post-effective
        and
        all material incorporated by reference or deemed to be incorporated by reference
        in the prospectus.

       

      “Registrable
        Securities”
means
        all of the Shares and the Warrant Shares, together with any shares of Common
        Stock issued or issuable upon any stock split, dividend or other distribution,
        recapitalization or similar event that affects the Shares or the Warrant
        Shares.

       

      “Registration
        Statement”
means
        the registration statements required to be filed hereunder, including the
        Prospectus, amendments and supplements to the registration statement or
        Prospectus, whether pre- and post-effective amendments, all exhibits to them,
        and all material incorporated by reference or deemed to be incorporated by
        reference in the registration statement.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Rule
        415”
means
        Rule 415 promulgated by the Commission pursuant to the Securities Act, as
        amended from time to time, or any similar rule or regulation hereafter adopted
        by the Commission having substantially the same purpose and effect as this
        Rule.

       

      “Rule
        424”
means
        Rule 424 promulgated by the Commission pursuant to the Securities Act, as
        amended from time to time, or any similar rule or regulation hereafter adopted
        by the Commission having substantially the same purpose and effect as this
        Rule.

       

      2. Registration.
        By the
        Filing Date, the Company will prepare and file with the Commission the
        Registration Statement covering the resale of all of the Registrable Securities
        for an offering to be made on a continuous basis pursuant to Rule 415. Subject
        to the terms of this Agreement, the Company will use its best efforts to
        cause
        the Registration Statement to be declared effective under the Securities
        Act as
        promptly as possible after its filing, but in any event not later than the
        earlier of (a) the 180th
        calendar
        day following the date of the Purchase Agreement and (b) the fifth Trading
        Day
        following the date on which the Commission notifies the Company that it will
        not
        review the Registration Statement or that the Registration Statement is no
        longer subject to review and comments; and will use its best efforts to keep
        the
        Registration Statement continuously effective under the Securities Act until
        all
        Registrable Securities covered by the Registration Statement have been sold
        or
        may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
        Period”).

       

      3. Registration
        Procedures.

       

      (a) Each
        Holder will furnish to the Company a completed Questionnaire in the form
        attached to this Agreement as Annex A at least five Trading Days before the
        Filing Date or earlier at the Company’s request;
        and
        will furnish, at the Company’s request, a statement certifying the number of
        shares of Common Stock beneficially owned by the Holder and, if required
        by the
        Commission, the name of the Person who has voting and dispositive control
        over
        the Shares.

       

      (b) The
        Company will (i) prepare and file with the Commission the amendments to the
        Registration Statement as may be necessary to keep the Registration Statement
        continuously effective for the Registrable Securities for the Effectiveness
        Period; (ii) respond as promptly as reasonably possible to any comments received
        from the Commission with respect to the Registration Statement or any amendment;
        and (iii) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of Registrable
        Securities covered by the Registration Statement during the applicable
        period.

       

      (c) The
        Company will use commercially reasonable efforts to avoid the issuance of,
        or,
        if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
        of the Registration Statement, or (ii) any suspension of the qualification
        (or
        exemption from qualification) of any of the Registrable Securities for sale
        in
        any jurisdiction.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) The
        Company will use its commercially reasonable efforts to register or qualify
        or
        cooperate with the selling Holders in connection with the registration or
        qualification (or exemption from the Registration or qualification) of
        Registrable Securities for the resale by the Holder under the securities
        or Blue
        Sky laws of the jurisdictions within the United States as any Holder reasonably
        requests in writing, to keep the Registration or qualification (or exemption)
        effective during the Effectiveness Period and to do any other acts or things
        reasonably necessary to enable the disposition in those jurisdictions of
        the
        Registrable Securities covered by the Registration Statement; provided, that
        the
        Company is not required to qualify generally to do business in any jurisdiction
        where it is not then so qualified, subject the Company to any material tax
        in
        any jurisdiction where it is not then so subject, or file a general consent
        to
        service of process in any such jurisdiction.

       

      (e) The
        Company will comply with all applicable rules and regulations of the
        Commission.

       

      (f) The
        Company will notify the Holders immediately, with confirmation in writing,
        if it
        receives during the Effectiveness Period a notice from any federal or state
        regulatory authority of any action that could affect the Holders’ ability to
        sell the Registrable Securities. 

       

      4. Registration
        Expenses.
        The
        Company will bear all fees and expenses that it incurs in performing or
        complying with this Agreement whether or not any Registrable Securities are
        sold
        pursuant to the Registration Statement.

       

      5. Indemnification

       

      (a) Indemnification
        by Holders.
        Each
        Holder will, severally and not jointly, indemnify and hold harmless the Company,
        its directors, officers, agents and employees, each Person who controls the
        Company (within the meaning of Section 15 of the Securities Act and Section
        20
        of the Exchange Act), and the directors, officers, agents or employees of
        the
        controlling Persons, to the fullest extent permitted by applicable law, from
        and
        against all Losses arising out of or based solely upon (i) the Holder’s failure
        to comply with the prospectus delivery requirements of the Securities Act
        or
        (ii) any untrue or alleged untrue statement of a material fact contained
        in any
        Registration Statement, or arising out of or relating to any omission or
        alleged
        omission of a material fact required to be stated or necessary to make the
        statements not misleading but only if the untrue statement or omission is
        contained in written information furnished by the Holder to the Company
        specifically for inclusion in the Registration Statement. 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (b) Conduct
        of Indemnification Proceedings.
        If any
        Proceeding is brought or asserted against any Person entitled to indemnity
        under
        this Agreement (an “Indemnified
        Party”),
        the
        Indemnified Party will promptly notify the Person from whom indemnity is
        sought
        (the “Indemnifying
        Party”)
        in
        writing, and the Indemnifying Party may assume the defense, including the
        employment of counsel reasonably satisfactory to the Indemnified Party, and
        will
        pay all fees and expenses incurred in connection with defense; but an
        Indemnified Party’s failure to give the notice does not relieve the Indemnifying
        Party of its obligations or liabilities pursuant to this Agreement, unless
        a
        court of competent jurisdiction (whose decision is not subject to appeal
        or
        further review) decides that the failure has prejudiced the Indemnifying
        Party.
        Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
        in any Proceeding and participate in the defense, and will bear the expense
        of
        the counsel unless (i) the Indemnifying Party has agreed in writing to pay
        the
        fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
        the
        defense of the Proceeding and to employ counsel reasonably satisfactory to
        the
        Indemnified Party, or (iii) the named parties to the Proceeding (including
        any
        impleaded parties) include both the Indemnified Party and the Indemnifying
        Party, and the Indemnified Party reasonably believes that a material conflict
        of
        interest is likely to exist if the same counsel were to represent the
        Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
        Party notifies the Indemnifying Party in writing that it elects to employ
        separate counsel at the expense of the Indemnifying Party, the Indemnifying
        Party may not assume the defense and must bear the reasonable fees and expenses
        of the separate counsel). The Indemnifying Party is not liable for any
        settlement of any Proceeding without its written consent, which consent cannot
        be unreasonably withheld. No Indemnifying Party will, without the prior written
        consent of the Indemnified Party, settle any Proceeding that includes an
        Indemnified Party unless the settlement includes an unconditional release
        of the
        Indemnified Party from all liability on the claims that are the subject matter
        of the Proceeding. The Indemnifying Party will pay all reasonable fees and
        expenses of the Indemnified Party (including reasonable fees and expenses
        incurred in connection with investigating or preparing to defend a Proceeding
        in
        a manner consistent with this Section) to the Indemnified Party within ten
        Trading Days of written notice to the Indemnifying Party.

       

      (c) Contribution.
        If a
        claim for indemnification under Section 5(a)
        is
        unavailable to an Indemnified Party (by reason of public policy or otherwise),
        then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
        will contribute to the amount paid or payable by the Indemnified Party as
        a
        result of the Losses, in the proportion that is appropriate to reflect the
        relative fault of the Indemnifying Party and Indemnified Party in connection
        with the actions, statements or omissions that resulted in the Losses and
        any
        other relevant equitable considerations. The relative fault of the Indemnifying
        Party and Indemnified Party must be determined by referring to, among other
        things, whether any action in question, including any untrue or alleged untrue
        statement of a material fact or omission or alleged omission of a material
        fact,
        has been taken or made by, or relates to information supplied by, the
        Indemnifying Party or Indemnified Party, and the parties’ relative intent,
        knowledge, access to information and opportunity to correct or prevent the
        action, statement or omission. The amount paid or payable by a party as a
        result
        of any Losses is deemed to include, subject to the limitations set out in
        this
        Agreement, any reasonable attorneys’ or other reasonable fees or expenses
        incurred by the party in connection with any Proceeding to the extent that
        the
        party would have been indemnified for the fees or expenses if the
        indemnification provided for in this Section 5
        was
        available to the party.
        The
        parties agree that it would not be just and equitable if contribution pursuant
        to this Section 5(c)
        were
        determined by pro rata allocation or by any other method of allocation that
        does
        not take into account the equitable considerations referred to in the
        immediately preceding paragraph. The indemnity and contribution agreements
        contained in this Section are in addition to any liability that the Indemnifying
        Parties may have to the Indemnified Parties.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      6. Miscellaneous

       

      (a) Remedies.
        If the
        Company or a Holder breaches any of its obligations under this Agreement,
        each
        Holder or the Company, as the case may be, in addition to being entitled
        to
        exercise all rights granted by law and under this Agreement, is entitled
        to
        specific performance of its rights under this Agreement.

       

      (b) Compliance.
        Each
        Holder will comply with the prospectus delivery requirements of the Securities
        Act as applicable to it in connection with sales of Registrable Securities
        pursuant to the Registration Statement.

       

      (c) Discontinued
        Disposition.
        Each
        Holder will, when it receives a notice from the Company under Section
3(f),
        immediately stop selling the Registrable Securities under the Registration
        Statement until the Holder has received written notice from the Company that
        the
        use of the applicable Prospectus may be resumed. The Company will use its
        best
        efforts to ensure that the use of the Prospectus may be resumed as promptly
        as
        is practicable.

       

      (d) Amendments
        and Waivers.
        This
        Agreement may not be amended, modified or supplemented, and waivers or consents
        to departures from its provisions may not be given, unless they are written
        and
        signed by the Company and each Holder of the then outstanding Registrable
        Securities.

       

      (e) Notices.
        Any
        notices or other communications or deliveries required or permitted to be
        provided hereunder must be made in accordance with the provisions of the
        Purchase Agreement.

       

      (f) Successors
        and Assigns.
        This
        Agreement inures to the benefit of and binds the successors and permitted
        assigns of each of the parties and inures to the benefit of each
        Holder.

       

      (g) Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts and delivered to
        the
        other parties by any means, each of which when so executed is deemed to be
        an
        original and, all of which taken together will constitute one and the same
        Agreement. 

       

      (h) Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement will be determined with the provisions of the Purchase
        Agreement.

       

      (i) Cumulative
        Remedies.
        The
        remedies provided are cumulative and do not exclude any remedies provided
        by
        law.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (j) Severability.
        If any
        term, provision, covenant or restriction of this Agreement is held by a court
        of
        competent jurisdiction to be invalid, illegal, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions remain in
        full
        force and effect and are in no way affected, impaired or invalidated, and
        the
        parties will use their commercially reasonable efforts to find and employ
        an
        alternative means to achieve the same or substantially the same result as
        that
        contemplated by the term, provision, covenant or restriction. The parties
        stipulate that they would have executed the remaining terms, provisions,
        covenants and restrictions without including any that might be declared invalid,
        illegal, void or unenforceable.

       

      (k) Headings.
        The
        headings in this Agreement are for convenience of reference only and do not
        limit or otherwise affect the meaning.

       

      (l) Independent
        Nature of Holders’ Obligations and Rights.
        The
        obligations of each Holder are several and not joint with the obligations
        of any
        other Holder, and no Holder can be responsible in any way for the performance
        of
        the obligations of any other Holder. Nothing in the Transaction Documents
        delivered at any Closing, and no action taken by any Holder pursuant to them,
        can be deemed to constitute the Holders as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Holders are in any way acting in concert with respect to such obligations
        or the
        transactions contemplated by this Agreement. Each Holder is entitled to protect
        and enforce its rights and it is not necessary for any other Holder to be
        joined
        as an additional party in any proceeding for such purpose.

       

      *************************


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      In
        witness whereof,
        the
        parties have executed this Registration Rights Agreement as of the date first
        written above.

      


       

      
        	 	
                BULLION
                  RIVER GOLD CORP. 

              
	 	
                 

                By:
                  /s/ Peter M. Kuhn

                Peter
                  M. Kuhn

                President

              


      

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        EXHIBIT
          B

         

        Neither
          this security nor the securities into which this security is exercisable
          have
          been registered with the Securities and Exchange Commission or the securities
          commission of any state in reliance upon an exemption from registration
          under
          the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
          offered or sold except pursuant to an effective registration statement
          under the
          Securities Act or pursuant to an available exemption from, or in a transaction
          not subject to, the registration requirements of the Securities Act and
          in
          accordance with applicable state securities laws as evidenced by a legal
          opinion
          of counsel to the transferor to such effect, the substance of which will
          be
          reasonably acceptable to the company.

        


        This
          security and the securities into which this security is exercisable have
          been
          issued pursuant to an exemption from registration under the Securities
          Act of
          1933, as amended, pursuant to regulation S thereunder. This security and
          the
          securities into which this security is excercisable cannot be transferred,
          offered, or sold in the united states or to U.S. Persons (as that term
          is
          defined in regulation S) except pursuant to registration under the Securities
          Act of 1933, or pursuant to an available exemption from
          registration.

        


        


        COMMON
          STOCK PURCHASE WARRANT

        


        To
          purchase 50,000
          shares
          of common stock of

         

        BULLION
          RIVER GOLD CORP.

         

        Dated:
          Feb 3,
          2006

         

        This
          common stock purchase warrant
          (the
“Warrant”)
          certifies that, for value received, 4P Management Partners
          SA (“the
          “Holder”),
          is
          entitled, upon the terms and subject to the limitations on exercise and
          the
          conditions hereinafter set forth, at any time on or after the date given
          above
          (the “Initial
          Exercise Date”)
          and by
          the close of business on the second anniversary of the Initial Exercise
          Date
          (the “Termination
          Date”)
          but
          not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
          a
          Nevada corporation (the “Company”),
          up
          to
          50,000 shares
          (the “Warrant
          Shares”)
          of
          common stock, par value $0.001 per share, of the Company (the “Common
          Stock”).
          The
          purchase price of one share of Common Stock under this Warrant is equal
          to the
          Exercise Price, as defined in Section 2(a).
          

         

        1. Definitions.
          Capitalized terms used and not otherwise defined in this Warrant have the
          same
          meanings as they have in the Securities Purchase Agreement (the “Purchase
          Agreement”),
          dated
1/18/2006, among
          the Company and the Holder as Purchaser.

        


        
          
            
              
              

            

            
              1

              
                

              

            

            
              
              

            

          

        

         

        2. Exercise.

         

        (a) Exercise
          Price.
          The
          exercise price of the Common Stock under this Warrant is $0.75,

         

        (b) Exercise
          of Warrant.
          The
          Holder may exercise the purchase rights represented by this Warrant at
          any time
          from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
          the Termination Date by delivering to the Company (i) a duly executed facsimile
          copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days
          of
          delivering the Notice of Exercise to the Company, (A) this Warrant, and
          (B) by
          wire or cashier’s check drawn on a United States bank the United States dollar
          amount equal to the number of Warrant Shares being purchased times the
          Exercise
          Price (the “Exercise
          Amount”). 

         

        (c) Exercise
          limitations. 

         

        (i) The
          Holder may not exercise any portion of this Warrant if, immediately after
          the
          Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
          would beneficially own more than 4.99% of the number of shares of the Common
          Stock outstanding.  For the purposes of the foregoing sentence, the number
          of shares of Common Stock beneficially owned by the Holder and its Affiliates
          includes the number of shares of Common Stock issuable upon the exercise
          of this
          Warrant, but excludes the number of shares of Common Stock that would be
          issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
          this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
          the unexercised or nonconverted portion of any other securities of the
          Company
          that the Holder or any of its Affiliates own beneficially. 
          Except as set forth in the foregoing sentence, for the purposes of this
          Section
2(c),
          beneficial ownership must be calculated in accordance with Section 13(d)
          of the
          Securities and Exchange Act of 1934 (“Exchange
          Act”).

         

        (ii) The
          Holder acknowledges that the Company is not representing to Holder that
          the
          calculation described in Section 2(c)(i)
          complies
          with Section 13(d) of the Exchange Act and Holder is solely responsible
          for any
          schedules required to be filed in accordance with it. The determination
          of
          whether this Warrant is exercisable (in relation to other securities owned
          by
          the Holder and its Affiliates) is in the sole discretion of the Holder,
          and the
          submission of a Notice of Exercise is deemed to be the Holder’s declaration that
          the Holder has determined that this Warrant is exercisable as set out in
          the
          Notice of Exercise and subject to the limitations in this Section 2(c);
          and the
          Company is not obliged to verify or confirm the accuracy of the Holder’s
          determination.

         

        (iii) For
          the
          purposes of this Section 2(c),
          in
          determining the number of outstanding shares of Common Stock, the Holder
          may
          rely on the number of outstanding shares of Common Stock as reflected in
          the
          most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
          10-KSB, (B) a public announcement by the Company stating the number of
          shares of
          Common Stock outstanding, or (C) any other notice by the Company or the
          Company’s Transfer Agent stating the number of shares of Common Stock
          outstanding.  If Holder asks for it, the Company will within two Trading
          Days confirm orally and in writing to the Holder the number of shares of
          Common
          Stock then outstanding.

         

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        (d) Mechanics
          of Exercise.

         

        (i) Authorization
          of Warrant Shares.
          The
          Company will issue all Warrant Shares as duly authorized, validly issued,
          fully
          paid and non-assessable, and free from all taxes, liens and charges (other
          than
          taxes in respect of any transfer occurring contemporaneously with the issue).
          

         

        (ii) Delivery
          of certificates upon exercise.
          The
          Company’s transfer agent will deliver certificates for Warrant Shares to the
          Holder to the address specified by the Holder in the Notice of Exercise
          within 3
          Trading Days from the later of (A) the Company’s receipt of the Notice of
          Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
          receipt of the Exercise Amount as set out in Section 2(b)
          (“Warrant
          Share Delivery Date”).
          This
          Warrant is deemed to have been exercised on the date the Exercise Amount
          is
          received by the Company (“Exercise
          Date”);
          and
          the Warrant Shares are deemed to have been issued, and Holder is deemed
          to have
          become a holder of record of the shares for all purposes, on the Exercise
          Date.

         

        (iii)
          Delivery
          of new Warrants upon exercise.
          If this
          Warrant is exercised in part, the Company will, when it delivers the certificate
          or certificates representing Warrant Shares, deliver to Holder a new Warrant
          evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
          identical in all other respects with this Warrant.

         

        (iv)
          Rescission
          rights.
          If the
          Company fails to cause its transfer agent to transmit to the Holder a
          certificate or certificates representing the Warrant Shares pursuant to
          this
          Section 2(d)(iv)
          by the
          Warrant Share Delivery Date, then the Holder may rescind the
          exercise.

         

        (v)
          No
          fractional shares or scrip.
          No
          fractional shares or scrip representing fractional shares may be issued
          upon the
          exercise of this Warrant. If the Holder would otherwise be entitled to
          fractional shares upon the exercise, the Company will pay a cash adjustment
          in
          respect of the fraction in an amount equal to the fraction multiplied by
          the
          Exercise Price.

         

        (vi)
          Charges,
          taxes and expenses.
          The
          Company will issue certificates for Warrant Shares in the name of the Holder
          and
          will not charge the Holder for any issue or transfer tax or other incidental
          expense in respect of the issuance of the certificate.

         

        (vii)
          Closing
          of books.
          The
          Company will not close its stockholder books or records in any manner that
          prevents the timely exercise of this Warrant.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        3. Certain
          Adjustments.

         

        (a) Stock
          dividends and splits.
          If the
          Company, at any time while this Warrant is outstanding,
          (i)
          pays a stock dividend or otherwise makes a distribution on shares of its
          Common
          Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
          does
          not include any shares of Common Stock issued by the Company pursuant to
          this
          Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
          number of shares, (iii) combines outstanding shares of Common Stock into
          a
          smaller number of shares, or (iv) issues by reclassification of shares
          of the
          Common Stock any shares of capital stock of the Company, then the Exercise
          Price
          must be multiplied by a fraction of which the numerator is the number of
          shares
          of Common Stock (excluding treasury shares, if any) outstanding before
          the event
          and of which the denominator is the number of shares of Common Stock outstanding
          after the event, and the number of shares issuable upon exercise of this
          Warrant
          must be proportionately adjusted by this fraction. Any adjustment made
          pursuant
          to this Section 3(a)
          is
          effective immediately after the record date for the determination of
          stockholders entitled to receive the dividend or distribution and is effective
          immediately after the effective date in the case of a subdivision, combination
          or re-classification.

         

        (b) Fundamental
          Transaction.
          If, at
          any time while this Warrant is outstanding,
          (i) the
          Company merges or consolidates with or into another Person, (ii) the Company
          sells all or substantially all of its assets in one or a series of related
          transactions, (iii) any Person completes a tender offer or exchange offer
          by
          which holders of Common Stock are permitted to tender or exchange their
          shares
          for other securities, cash or property, or (iv) the Company reclassifies
          its
          Common Stock or completes any compulsory share exchange pursuant to which
          the
          Common Stock is effectively converted into or exchanged for other securities,
          cash or property (in any such case, a “Fundamental
          Transaction”),
          then,
          upon any subsequent conversion of this Warrant, the Holder has the right
          to
          receive, for each Warrant Share that would have been issued upon the exercise
          absent the Fundamental Transaction, the same consideration as the Company
          has
          given its other holders of its Common Stock for the conversion of their
          Common
          Stock outstanding at the time of the Fundamental Transaction (the “Alternate
          Consideration”).
          Any
          successor to the Company or surviving entity in a Fundamental Transaction
          must
          issue to the Holder a new warrant consistent with the foregoing provisions
          with
          evidence of the Holder’s right to exercise the warrant into Alternate
          Consideration. The terms of any agreement pursuant to which a Fundamental
          Transaction is completed must include terms requiring the successor or
          surviving
          entity to comply with the provisions of this Section 3(b)
          and
          insuring that this Warrant (or any replacement security) is similarly adjusted
          upon any subsequent transaction analogous to a Fundamental
          Transaction.

         

        (c) Calculations.
          All
          calculations under this Section 3
          must be
          made to the nearest cent or the nearest 1/100th
          of a
          share, as the case may be. The number of shares of Common Stock outstanding
          at
          any given time does not include shares of Common Stock owned or held by
          or for
          the account of the Company. For the purposes of this Section 3,
          the
          number of shares of Common Stock deemed to be issued and outstanding as
          of a
          given date is the sum of the number of shares of Common Stock (excluding
          treasury shares, if any) issued and outstanding.

         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        (d) Notice
          to Holders.
          If the
          Company makes adjustments under this Section 3,
          the
          Company will promptly mail to each Holder a notice containing a description
          of
          the event that required the adjustment. If the Company proposes any transaction
          that affects the rights of the holders of its Common Stock, then the Company
          will notify the Holders of the proposal at least twenty days before the
          record
          date set for the transaction.

         

        4. Warrant
          register.
          The
          Company will register this Warrant on its warrant register and will treat
          the
          registered Holder as the absolute owner for all purposes.

         

        5. Miscellaneous.

         

        (a) Title
          to Warrant.
          This
          Warrant is not transferable.

         

        (b) No
          rights as shareholder until Exercise Date.
          This
          Warrant does not entitle the Holder to any voting rights or other rights
          as a
          shareholder of the Company before the Exercise Date. Upon the surrender
          of this
          Warrant and the payment of the aggregate Exercise Price, the Company will
          issue
          the Warrant Shares to the Holder as the record owner of the Warrant Shares
          as of
          the close of business on the Exercise Date.

         

        (c) Loss,
          Theft, Destruction or Mutilation of Warrant.
          The
          Company covenants that upon receipt by the Company of evidence reasonably
          satisfactory to it of the loss, theft, destruction or mutilation of this
          Warrant
          or any stock certificate relating to the Warrant Shares, and, in case of
          loss,
          theft or destruction, of indemnity or security reasonably satisfactory
          to it,
          and upon surrender and cancellation of the Warrant or stock certificate,
          if
          mutilated, the Company will make and deliver a new Warrant or stock certificate
          of like tenor and dated as of the cancellation, in lieu of the Warrant
          or stock
          certificate.

         

        (d) Saturdays,
          Sundays, Holidays, etc.
          If the
          last date for doing anything under this Warrant falls on a Saturday, Sunday
          or a
          legal holiday, then the thing may be done on the next succeeding Trading
          Day.

         

        (e) Authorized
          Shares.

         

        (i) The
          Company covenants that, while the Warrant is outstanding, it will reserve
          from
          its authorized and unissued Common Stock a sufficient number of shares
          to
          provide for the issuance of the Warrant Shares upon the exercise of any
          purchase
          rights under this Warrant. The Company further covenants that its issuance
          of
          this Warrant constitutes full authority to its officers who are charged
          with the
          duty of executing stock certificates to execute and issue the necessary
          certificates for the Warrant Shares upon the exercise of the purchase rights
          under this Warrant. The Company will take all such reasonable action as
          may be
          necessary to assure that the Warrant Shares are issued as provided without
          a
          violation of any applicable law or regulation, or of any requirements of
          the
          Trading Market upon which the Common Stock may be listed or quoted.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        (ii) 
          Unless
          waived or consented to by the Holder, the Company will not by any action
          avoid
          or seek to avoid the observance or performance of any of the terms of this
          Warrant, but will at all times in good faith assist in carrying out of
          all its
          terms and take whatever actions is necessary or appropriate to protect
          the
          rights of Holder under this Warrant from impairment.

         

        (f) Jurisdiction.
          All
          questions concerning the construction, validity, enforcement and interpretation
          of this Warrant must be determined in accordance with the provisions of
          the
          Purchase Agreement.

         

        (g) Restrictions.
          The
          Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
          not registered, will be subject to restrictions upon resale imposed by
          state and
          federal securities laws.

         

        (h) No
          waiver.
          No
          course of dealing or any delay or failure to exercise any right hereunder
          on the
          part of Holder operates as a waiver of the right or otherwise prejudices
          Holder’s rights, powers or remedies.

         

        (i) Notice.
          Any
          notice, request or other document required or permitted to be given or
          delivered
          by either party to the other must be delivered in accordance with the notice
          provisions of the Purchase Agreement.

         

        (j) Successors
          and Assigns.
          Subject
          to applicable securities laws, this Warrant inures to the benefit of and
          binds
          the successors and permitted assigns of the Company and the Holder.

         

        (k) Amendment.
          Any
          amendment of this Warrant must be in writing and signed by both the Company
          and
          the Holder.

         

        (l) Severability.
          Wherever possible, each provision of this Warrant must be interpreted under
          applicable law, but if any provision of this Warrant is prohibited by or
          invalid
          under applicable law, the provision is ineffective to the extent of the
          prohibition or invalidity, without invalidating the remaining provisions
          of this
          Warrant.

         

        (m) Headings.
          The
          headings used in this Warrant are for the convenience of reference only
          and are
          not, for any purpose, deemed a part of this Warrant.

         

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        
 

        In
          witness whereof
          the
          Company has caused this Warrant to be executed by its duly authorized
          officer.


         

        
          	 	
                  BULLION
                    RIVER GOLD CORP.

                   

                
	 	
                  By:
                    /s/
                    Peter M. Kuhn        

                  Name:
                    Peter M. Kuhn

                  Title:
                    President

                


        

         

        
          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

        

        


        NOTICE
          OF EXERCISE

        


        To: Bullion
          River Gold Corp.

        


        The
          undersigned hereby elects to purchase _____________ Warrant
          Shares of the Company pursuant to the terms of the attached Warrant (only
          if
          exercised in full; if exercised in part, attach a copy of the Warrant),
          and
          tenders herewith payment of the exercise price in full, together with all
          applicable transfer taxes, if any.

         

        Payment
          will take the form of lawful money of United States.

         

        Please
          deliver the Warrant Shares to the following:

         

                        ________________________________________

         

        
                          ________________________________________

           

          
                            ________________________________________

          

        

         

        
 

        ________________________________________________

        Signature
          of Holder or authorized signatory of Holder

         

        Name
          of
          Holder: _______________________________________________________

        Name
          of
          authorized signatory: ____________________________________________

        Title
          of
          authorized signatory: _____________________________________________

        Date:
          _____________________________

         

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 8,333
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, 4P Management
      Partners (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 8,333
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    Antonia Hochwimmer

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 11/28/2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser: Antonia Hochwimmer

    Country
      of incorporation or residence: Germany

    Signature
      of Authorized Signatory of Purchaser:
      /s/
      George Hochwimmer

    Name
      of
      Authorized Signatory: Georg Hochwimmer

    Title
      of
      Authorized Signatory:___________________________________________

    Email
      Address of Purchaser: hochwimmer@generalresearch.de

    


    Address
      for notice of Purchaser:  Am Griesberg 19, D-84347,
      Pfarrkirchen

     

    Address
      for delivery of Securities for Purchaser (if not same as above):

    ______________________________________________________________

     

    
      ______________________________________________________________

    

    


    Subscription
      Amount: $13,500

    Shares:
      27,000

    Warrant
      Shares: 27,000

    Date:
      October 28th, 2005

     

    [Purchasers’
      signature pages continue]

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 11/28/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        B

       

      Neither
        this security nor the securities into which this security is exercisable
        have
        been registered with the Securities and Exchange Commission or the securities
        commission of any state in reliance upon an exemption from registration under
        the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
        offered or sold except pursuant to an effective registration statement under
        the
        Securities Act or pursuant to an available exemption from, or in a transaction
        not subject to, the registration requirements of the Securities Act and in
        accordance with applicable state securities laws as evidenced by a legal
        opinion
        of counsel to the transferor to such effect, the substance of which will
        be
        reasonably acceptable to the company.

      


      This
        security and the securities into which this security is exercisable have
        been
        issued pursuant to an exemption from registration under the Securities Act
        of
        1933, as amended, pursuant to regulation S thereunder. This security and
        the
        securities into which this security is excercisable cannot be transferred,
        offered, or sold in the united states or to U.S. Persons (as that term is
        defined in regulation S) except pursuant to registration under the Securities
        Act of 1933, or pursuant to an available exemption from
        registration.

      


      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        purchase 27,000
        shares
        of common stock of

       

      BULLION
        RIVER GOLD CORP.

       

      Dated:
        Feb 3,
        2006

       

      This
        common stock purchase warrant
        (the
“Warrant”)
        certifies that, for value received, Antonia
        Hochwimmer (“the
        “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date given
        above
        (the “Initial
        Exercise Date”)
        and by
        the close of business on the second anniversary of the Initial Exercise Date
        (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
        a
        Nevada corporation (the “Company”),
        up
        to
        27,000 shares
        (the “Warrant
        Shares”)
        of
        common stock, par value $0.001 per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock under this Warrant is equal to
        the
        Exercise Price, as defined in Section 2(a).
        

       

      1. Definitions.
        Capitalized terms used and not otherwise defined in this Warrant have the
        same
        meanings as they have in the Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
11/28/2005, among
        the Company and the Holder as Purchaser.

      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      2. Exercise.

       

      (a) Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant is $0.75,

       

      (b) Exercise
        of Warrant.
        The
        Holder may exercise the purchase rights represented by this Warrant at any
        time
        from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
        the Termination Date by delivering to the Company (i) a duly executed facsimile
        copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
        delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
        by
        wire or cashier’s check drawn on a United States bank the United States dollar
        amount equal to the number of Warrant Shares being purchased times the Exercise
        Price (the “Exercise
        Amount”). 

       

      (c) Exercise
        limitations. 

       

      (i) The
        Holder may not exercise any portion of this Warrant if, immediately after
        the
        Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
        would beneficially own more than 4.99% of the number of shares of the Common
        Stock outstanding.  For the purposes of the foregoing sentence, the number
        of shares of Common Stock beneficially owned by the Holder and its Affiliates
        includes the number of shares of Common Stock issuable upon the exercise
        of this
        Warrant, but excludes the number of shares of Common Stock that would be
        issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
        this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
        the unexercised or nonconverted portion of any other securities of the Company
        that the Holder or any of its Affiliates own beneficially. 
        Except as set forth in the foregoing sentence, for the purposes of this Section
        2(c),
        beneficial ownership must be calculated in accordance with Section 13(d)
        of the
        Securities and Exchange Act of 1934 (“Exchange
        Act”).

       

      (ii) The
        Holder acknowledges that the Company is not representing to Holder that the
        calculation described in Section 2(c)(i)
        complies
        with Section 13(d) of the Exchange Act and Holder is solely responsible for
        any
        schedules required to be filed in accordance with it. The determination of
        whether this Warrant is exercisable (in relation to other securities owned
        by
        the Holder and its Affiliates) is in the sole discretion of the Holder, and
        the
        submission of a Notice of Exercise is deemed to be the Holder’s declaration that
        the Holder has determined that this Warrant is exercisable as set out in
        the
        Notice of Exercise and subject to the limitations in this Section 2(c);
        and the
        Company is not obliged to verify or confirm the accuracy of the Holder’s
        determination.

       

      (iii) For
        the
        purposes of this Section 2(c),
        in
        determining the number of outstanding shares of Common Stock, the Holder
        may
        rely on the number of outstanding shares of Common Stock as reflected in
        the
        most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
        10-KSB, (B) a public announcement by the Company stating the number of shares
        of
        Common Stock outstanding, or (C) any other notice by the Company or the
        Company’s Transfer Agent stating the number of shares of Common Stock
        outstanding.  If Holder asks for it, the Company will within two Trading
        Days confirm orally and in writing to the Holder the number of shares of
        Common
        Stock then outstanding.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) Mechanics
        of Exercise.

       

      (i) Authorization
        of Warrant Shares.
        The
        Company will issue all Warrant Shares as duly authorized, validly issued,
        fully
        paid and non-assessable, and free from all taxes, liens and charges (other
        than
        taxes in respect of any transfer occurring contemporaneously with the issue).
        

       

      (ii) Delivery
        of certificates upon exercise.
        The
        Company’s transfer agent will deliver certificates for Warrant Shares to the
        Holder to the address specified by the Holder in the Notice of Exercise within
        3
        Trading Days from the later of (A) the Company’s receipt of the Notice of
        Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
        receipt of the Exercise Amount as set out in Section 2(b)
        (“Warrant
        Share Delivery Date”).
        This
        Warrant is deemed to have been exercised on the date the Exercise Amount
        is
        received by the Company (“Exercise
        Date”);
        and
        the Warrant Shares are deemed to have been issued, and Holder is deemed to
        have
        become a holder of record of the shares for all purposes, on the Exercise
        Date.

       

      (iii)
        Delivery
        of new Warrants upon exercise.
        If this
        Warrant is exercised in part, the Company will, when it delivers the certificate
        or certificates representing Warrant Shares, deliver to Holder a new Warrant
        evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
        identical in all other respects with this Warrant.

       

      (iv)
        Rescission
        rights.
        If the
        Company fails to cause its transfer agent to transmit to the Holder a
        certificate or certificates representing the Warrant Shares pursuant to this
        Section 2(d)(iv)
        by the
        Warrant Share Delivery Date, then the Holder may rescind the
        exercise.

       

      (v)
        No
        fractional shares or scrip.
        No
        fractional shares or scrip representing fractional shares may be issued upon
        the
        exercise of this Warrant. If the Holder would otherwise be entitled to
        fractional shares upon the exercise, the Company will pay a cash adjustment
        in
        respect of the fraction in an amount equal to the fraction multiplied by
        the
        Exercise Price.

       

      (vi)
        Charges,
        taxes and expenses.
        The
        Company will issue certificates for Warrant Shares in the name of the Holder
        and
        will not charge the Holder for any issue or transfer tax or other incidental
        expense in respect of the issuance of the certificate.

       

      (vii)
        Closing
        of books.
        The
        Company will not close its stockholder books or records in any manner that
        prevents the timely exercise of this Warrant.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3. Certain
        Adjustments.

       

      (a) Stock
        dividends and splits.
        If the
        Company, at any time while this Warrant is outstanding,
        (i)
        pays a stock dividend or otherwise makes a distribution on shares of its
        Common
        Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
        does
        not include any shares of Common Stock issued by the Company pursuant to
        this
        Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
        number of shares, (iii) combines outstanding shares of Common Stock into
        a
        smaller number of shares, or (iv) issues by reclassification of shares of
        the
        Common Stock any shares of capital stock of the Company, then the Exercise
        Price
        must be multiplied by a fraction of which the numerator is the number of
        shares
        of Common Stock (excluding treasury shares, if any) outstanding before the
        event
        and of which the denominator is the number of shares of Common Stock outstanding
        after the event, and the number of shares issuable upon exercise of this
        Warrant
        must be proportionately adjusted by this fraction. Any adjustment made pursuant
        to this Section 3(a)
        is
        effective immediately after the record date for the determination of
        stockholders entitled to receive the dividend or distribution and is effective
        immediately after the effective date in the case of a subdivision, combination
        or re-classification.

       

      (b) Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding,
        (i) the
        Company merges or consolidates with or into another Person, (ii) the Company
        sells all or substantially all of its assets in one or a series of related
        transactions, (iii) any Person completes a tender offer or exchange offer
        by
        which holders of Common Stock are permitted to tender or exchange their shares
        for other securities, cash or property, or (iv) the Company reclassifies
        its
        Common Stock or completes any compulsory share exchange pursuant to which
        the
        Common Stock is effectively converted into or exchanged for other securities,
        cash or property (in any such case, a “Fundamental
        Transaction”),
        then,
        upon any subsequent conversion of this Warrant, the Holder has the right
        to
        receive, for each Warrant Share that would have been issued upon the exercise
        absent the Fundamental Transaction, the same consideration as the Company
        has
        given its other holders of its Common Stock for the conversion of their Common
        Stock outstanding at the time of the Fundamental Transaction (the “Alternate
        Consideration”).
        Any
        successor to the Company or surviving entity in a Fundamental Transaction
        must
        issue to the Holder a new warrant consistent with the foregoing provisions
        with
        evidence of the Holder’s right to exercise the warrant into Alternate
        Consideration. The terms of any agreement pursuant to which a Fundamental
        Transaction is completed must include terms requiring the successor or surviving
        entity to comply with the provisions of this Section 3(b)
        and
        insuring that this Warrant (or any replacement security) is similarly adjusted
        upon any subsequent transaction analogous to a Fundamental
        Transaction.

       

      (c) Calculations.
        All
        calculations under this Section 3
        must be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as the case may be. The number of shares of Common Stock outstanding
        at
        any given time does not include shares of Common Stock owned or held by or
        for
        the account of the Company. For the purposes of this Section 3,
        the
        number of shares of Common Stock deemed to be issued and outstanding as of
        a
        given date is the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d) Notice
        to Holders.
        If the
        Company makes adjustments under this Section 3,
        the
        Company will promptly mail to each Holder a notice containing a description
        of
        the event that required the adjustment. If the Company proposes any transaction
        that affects the rights of the holders of its Common Stock, then the Company
        will notify the Holders of the proposal at least twenty days before the record
        date set for the transaction.

       

      4. Warrant
        register.
        The
        Company will register this Warrant on its warrant register and will treat
        the
        registered Holder as the absolute owner for all purposes.

       

      5. Miscellaneous.

       

      (a) Title
        to Warrant.
        This
        Warrant is not transferable.

       

      (b) No
        rights as shareholder until Exercise Date.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company before the Exercise Date. Upon the surrender of
        this
        Warrant and the payment of the aggregate Exercise Price, the Company will
        issue
        the Warrant Shares to the Holder as the record owner of the Warrant Shares
        as of
        the close of business on the Exercise Date.

       

      (c) Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and, in case of
        loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it,
        and upon surrender and cancellation of the Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of the cancellation, in lieu of the Warrant or
        stock
        certificate.

       

      (d) Saturdays,
        Sundays, Holidays, etc.
        If the
        last date for doing anything under this Warrant falls on a Saturday, Sunday
        or a
        legal holiday, then the thing may be done on the next succeeding Trading
        Day.

       

      (e) Authorized
        Shares.

       

      (i) The
        Company covenants that, while the Warrant is outstanding, it will reserve
        from
        its authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any purchase
        rights under this Warrant. The Company further covenants that its issuance
        of
        this Warrant constitutes full authority to its officers who are charged with
        the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant. The Company will take all such reasonable action as may
        be
        necessary to assure that the Warrant Shares are issued as provided without
        a
        violation of any applicable law or regulation, or of any requirements of
        the
        Trading Market upon which the Common Stock may be listed or quoted.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (ii) 
        Unless
        waived or consented to by the Holder, the Company will not by any action
        avoid
        or seek to avoid the observance or performance of any of the terms of this
        Warrant, but will at all times in good faith assist in carrying out of all
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

       

      (f) Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

       

      (g) Restrictions.
        The
        Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
        not registered, will be subject to restrictions upon resale imposed by state
        and
        federal securities laws.

       

      (h) No
        waiver.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

       

      (i) Notice.
        Any
        notice, request or other document required or permitted to be given or delivered
        by either party to the other must be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      (j) Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant inures to the benefit of and
        binds
        the successors and permitted assigns of the Company and the Holder.

       

      (k) Amendment.
        Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

       

      (l) Severability.
        Wherever possible, each provision of this Warrant must be interpreted under
        applicable law, but if any provision of this Warrant is prohibited by or
        invalid
        under applicable law, the provision is ineffective to the extent of the
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Warrant.

       

      (m) Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      In
        witness whereof
        the
        Company has caused this Warrant to be executed by its duly authorized
        officer.


       

      
        	 	
                BULLION
                  RIVER GOLD CORP.

                 

              
	 	
                By:
                  /s/
                  Peter M. Kuhn        

                Name:
                  Peter M. Kuhn

                Title:
                  President

              


      

       

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

        
          


          EXHIBIT
            B

           

          

            NEITHER
              THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
              HAVE
              BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
              SECURITIES
              COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
              UNDER
              THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
              OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
              UNDER THE
              SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
              TRANSACTION
              NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
              AND IN
              ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A
              LEGAL OPINION
              OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
              WILL BE
              REASONABLY ACCEPTABLE TO THE COMPANY.

            


            THIS
              SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
              HAVE BEEN
              ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
              ACT OF
              1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY
              AND THE
              SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
              OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM
              IS
              DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE
              SECURITIES
              ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
              REGISTRATION.

          

           

          


          COMMON
            STOCK PURCHASE WARRANT

          


          To
            purchase 2,333
            shares
            of common stock of

           

          BULLION
            RIVER GOLD CORP.

           

          Dated:
            January
            23, 2006

           

          This
            common stock purchase warrant
            (the
“Warrant”)
            certifies that, for value received, Antonia
            Hochwimmer (“the
            “Holder”),
            is
            entitled, upon the terms and subject to the limitations on exercise and
            the
            conditions hereinafter set forth, at any time on or after the date given
            above
            (the “Initial
            Exercise Date”)
            and by
            the close of business on the second anniversary of the Initial Exercise
            Date
            (the “Termination
            Date”)
            but
            not thereafter, to subscribe for and purchase from Bullion River Gold
            Corp., a
            Nevada corporation (the “Company”),
            up
            to 2,333
            shares
            (the “Warrant
            Shares”)
            of
            common stock, par value $0.001 per share, of the Company (the “Common
            Stock”).
            The
            purchase price of one share of Common Stock under this Warrant is equal
            to the
            Exercise Price, as defined in Section 2(a).
            

           

          1. Definitions.
            Capitalized terms used and not otherwise defined in this Warrant have
            the same
            meanings as they have in the Securities Purchase Agreement (the “Purchase
            Agreement”),
            dated 11/16/2004,
            among
            the Company and the Holder as Purchaser.

          


          
            
              
                
                

              

              
                1

                
                  

                

              

              
                
                

              

            

          

           

          2. Exercise.

           

          (a) Exercise
            Price.
            The
            exercise price of the Common Stock under this Warrant is $0.75,

           

          (b) Exercise
            of Warrant.
            The
            Holder may exercise the purchase rights represented by this Warrant at
            any time
            from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
            the Termination Date by delivering to the Company (i) a duly executed
            facsimile
            copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days
            of
            delivering the Notice of Exercise to the Company, (A) this Warrant, and
            (B) by
            wire or cashier’s check drawn on a United States bank the United States dollar
            amount equal to the number of Warrant Shares being purchased times the
            Exercise
            Price (the “Exercise
            Amount”). 

           

          (c) Exercise
            limitations. 

           

          (i) The
            Holder may not exercise any portion of this Warrant if, immediately after
            the
            Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
            would beneficially own more than 4.99% of the number of shares of the
            Common
            Stock outstanding.  For the purposes of the foregoing sentence, the number
            of shares of Common Stock beneficially owned by the Holder and its Affiliates
            includes the number of shares of Common Stock issuable upon the exercise
            of this
            Warrant, but excludes the number of shares of Common Stock that would
            be
            issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
            this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
            the unexercised or nonconverted portion of any other securities of the
            Company
            that the Holder or any of its Affiliates own beneficially. 
            Except as set forth in the foregoing sentence, for the purposes of this
            Section
2(c),
            beneficial ownership must be calculated in accordance with Section 13(d)
            of the
            Securities and Exchange Act of 1934 (“Exchange
            Act”).

           

          (ii) The
            Holder acknowledges that the Company is not representing to Holder that
            the
            calculation described in Section 2(c)(i)
            complies
            with Section 13(d) of the Exchange Act and Holder is solely responsible
            for any
            schedules required to be filed in accordance with it. The determination
            of
            whether this Warrant is exercisable (in relation to other securities
            owned by
            the Holder and its Affiliates) is in the sole discretion of the Holder,
            and the
            submission of a Notice of Exercise is deemed to be the Holder’s declaration that
            the Holder has determined that this Warrant is exercisable as set out
            in the
            Notice of Exercise and subject to the limitations in this Section 2(c);
            and the
            Company is not obliged to verify or confirm the accuracy of the Holder’s
            determination.

          


          
            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

          

           

          (iii) For
            the
            purposes of this Section 2(c),
            in
            determining the number of outstanding shares of Common Stock, the Holder
            may
            rely on the number of outstanding shares of Common Stock as reflected
            in the
            most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
            10-KSB, (B) a public announcement by the Company stating the number of
            shares of
            Common Stock outstanding, or (C) any other notice by the Company or the
            Company’s Transfer Agent stating the number of shares of Common Stock
            outstanding.  If Holder asks for it, the Company will within two Trading
            Days confirm orally and in writing to the Holder the number of shares
            of Common
            Stock then outstanding.

           

          (d) Mechanics
            of Exercise.

           

          (i) Authorization
            of Warrant Shares.
            The
            Company will issue all Warrant Shares as duly authorized, validly issued,
            fully
            paid and non-assessable, and free from all taxes, liens and charges (other
            than
            taxes in respect of any transfer occurring contemporaneously with the
            issue).


           

          (ii) Delivery
            of certificates upon exercise.
            The
            Company’s transfer agent will deliver certificates for Warrant Shares to the
            Holder to the address specified by the Holder in the Notice of Exercise
            within 3
            Trading Days from the later of (A) the Company’s receipt of the Notice of
            Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
            receipt of the Exercise Amount as set out in Section 2(b)
            (“Warrant
            Share Delivery Date”).
            This
            Warrant is deemed to have been exercised on the date the Exercise Amount
            is
            received by the Company (“Exercise
            Date”);
            and
            the Warrant Shares are deemed to have been issued, and Holder is deemed
            to have
            become a holder of record of the shares for all purposes, on the Exercise
            Date.

           

          (iii)
            Delivery
            of new Warrants upon exercise.
            If this
            Warrant is exercised in part, the Company will, when it delivers the
            certificate
            or certificates representing Warrant Shares, deliver to Holder a new
            Warrant
            evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
            identical in all other respects with this Warrant.

           

          (iv)
            Rescission
            rights.
            If the
            Company fails to cause its transfer agent to transmit to the Holder a
            certificate or certificates representing the Warrant Shares pursuant
            to this
            Section 2(d)(iv)
            by the
            Warrant Share Delivery Date, then the Holder may rescind the
            exercise.

           

          (v)
            No
            fractional shares or scrip.
            No
            fractional shares or scrip representing fractional shares may be issued
            upon the
            exercise of this Warrant. If the Holder would otherwise be entitled to
            fractional shares upon the exercise, the Company will pay a cash adjustment
            in
            respect of the fraction in an amount equal to the fraction multiplied
            by the
            Exercise Price.

           

          (vi)
            Charges,
            taxes and expenses.
            The
            Company will issue certificates for Warrant Shares in the name of the
            Holder and
            will not charge the Holder for any issue or transfer tax or other incidental
            expense in respect of the issuance of the certificate.

           

          (vii)
            Closing
            of books.
            The
            Company will not close its stockholder books or records in any manner
            that
            prevents the timely exercise of this Warrant.

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          3. Certain
            Adjustments.

           

          (a) Stock
            dividends and splits.
            If the
            Company, at any time while this Warrant is outstanding,
            (i)
            pays a stock dividend or otherwise makes a distribution on shares of
            its Common
            Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
            does
            not include any shares of Common Stock issued by the Company pursuant
            to this
            Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
            number of shares, (iii) combines outstanding shares of Common Stock into
            a
            smaller number of shares, or (iv) issues by reclassification of shares
            of the
            Common Stock any shares of capital stock of the Company, then the Exercise
            Price
            must be multiplied by a fraction of which the numerator is the number
            of shares
            of Common Stock (excluding treasury shares, if any) outstanding before
            the event
            and of which the denominator is the number of shares of Common Stock
            outstanding
            after the event, and the number of shares issuable upon exercise of this
            Warrant
            must be proportionately adjusted by this fraction. Any adjustment made
            pursuant
            to this Section 3(a)
            is
            effective immediately after the record date for the determination of
            stockholders entitled to receive the dividend or distribution and is
            effective
            immediately after the effective date in the case of a subdivision, combination
            or re-classification.

           

          (b) Fundamental
            Transaction.
            If, at
            any time while this Warrant is outstanding,
            (i) the
            Company merges or consolidates with or into another Person, (ii) the
            Company
            sells all or substantially all of its assets in one or a series of related
            transactions, (iii) any Person completes a tender offer or exchange offer
            by
            which holders of Common Stock are permitted to tender or exchange their
            shares
            for other securities, cash or property, or (iv) the Company reclassifies
            its
            Common Stock or completes any compulsory share exchange pursuant to which
            the
            Common Stock is effectively converted into or exchanged for other securities,
            cash or property (in any such case, a “Fundamental
            Transaction”),
            then,
            upon any subsequent conversion of this Warrant, the Holder has the right
            to
            receive, for each Warrant Share that would have been issued upon the
            exercise
            absent the Fundamental Transaction, the same consideration as the Company
            has
            given its other holders of its Common Stock for the conversion of their
            Common
            Stock outstanding at the time of the Fundamental Transaction (the “Alternate
            Consideration”).
            Any
            successor to the Company or surviving entity in a Fundamental Transaction
            must
            issue to the Holder a new warrant consistent with the foregoing provisions
            with
            evidence of the Holder’s right to exercise the warrant into Alternate
            Consideration. The terms of any agreement pursuant to which a Fundamental
            Transaction is completed must include terms requiring the successor or
            surviving
            entity to comply with the provisions of this Section 3(b)
            and
            insuring that this Warrant (or any replacement security) is similarly
            adjusted
            upon any subsequent transaction analogous to a Fundamental
            Transaction.

           

          (c) Calculations.
            All
            calculations under this Section 3
            must be
            made to the nearest cent or the nearest 1/100th
            of a
            share, as the case may be. The number of shares of Common Stock outstanding
            at
            any given time does not include shares of Common Stock owned or held
            by or for
            the account of the Company. For the purposes of this Section 3,
            the
            number of shares of Common Stock deemed to be issued and outstanding
            as of a
            given date is the sum of the number of shares of Common Stock (excluding
            treasury shares, if any) issued and outstanding.

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          (d) Notice
            to Holders.
            If the
            Company makes adjustments under this Section 3,
            the
            Company will promptly mail to each Holder a notice containing a description
            of
            the event that required the adjustment. If the Company proposes any transaction
            that affects the rights of the holders of its Common Stock, then the
            Company
            will notify the Holders of the proposal at least twenty days before the
            record
            date set for the transaction.

           

          4. Warrant
            register.
            The
            Company will register this Warrant on its warrant register and will treat
            the
            registered Holder as the absolute owner for all purposes.

           

          5. Miscellaneous.

           

          (a) Title
            to Warrant.
            This
            Warrant is not transferable.

           

          (b) No
            rights as shareholder until Exercise Date.
            This
            Warrant does not entitle the Holder to any voting rights or other rights
            as a
            shareholder of the Company before the Exercise Date. Upon the surrender
            of this
            Warrant and the payment of the aggregate Exercise Price, the Company
            will issue
            the Warrant Shares to the Holder as the record owner of the Warrant Shares
            as of
            the close of business on the Exercise Date.

           

          (c) Loss,
            Theft, Destruction or Mutilation of Warrant.
            The
            Company covenants that upon receipt by the Company of evidence reasonably
            satisfactory to it of the loss, theft, destruction or mutilation of this
            Warrant
            or any stock certificate relating to the Warrant Shares, and, in case
            of loss,
            theft or destruction, of indemnity or security reasonably satisfactory
            to it,
            and upon surrender and cancellation of the Warrant or stock certificate,
            if
            mutilated, the Company will make and deliver a new Warrant or stock certificate
            of like tenor and dated as of the cancellation, in lieu of the Warrant
            or stock
            certificate.

           

          (d) Saturdays,
            Sundays, Holidays, etc.
            If the
            last date for doing anything under this Warrant falls on a Saturday,
            Sunday or a
            legal holiday, then the thing may be done on the next succeeding Trading
            Day.

           

          (e) Authorized
            Shares.

           

          (i) The
            Company covenants that, while the Warrant is outstanding, it will reserve
            from
            its authorized and unissued Common Stock a sufficient number of shares
            to
            provide for the issuance of the Warrant Shares upon the exercise of any
            purchase
            rights under this Warrant. The Company further covenants that its issuance
            of
            this Warrant constitutes full authority to its officers who are charged
            with the
            duty of executing stock certificates to execute and issue the necessary
            certificates for the Warrant Shares upon the exercise of the purchase
            rights
            under this Warrant. The Company will take all such reasonable action
            as may be
            necessary to assure that the Warrant Shares are issued as provided without
            a
            violation of any applicable law or regulation, or of any requirements
            of the
            Trading Market upon which the Common Stock may be listed or quoted.

           

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          (ii) 
            Unless
            waived or consented to by the Holder, the Company will not by any action
            avoid
            or seek to avoid the observance or performance of any of the terms of
            this
            Warrant, but will at all times in good faith assist in carrying out of
            all its
            terms and take whatever actions is necessary or appropriate to protect
            the
            rights of Holder under this Warrant from impairment.

           

          (f) Jurisdiction.
            All
            questions concerning the construction, validity, enforcement and interpretation
            of this Warrant must be determined in accordance with the provisions
            of the
            Purchase Agreement.

           

          (g) Restrictions.
            The
            Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
            not registered, will be subject to restrictions upon resale imposed by
            state and
            federal securities laws.

           

          (h) No
            waiver.
            No
            course of dealing or any delay or failure to exercise any right hereunder
            on the
            part of Holder operates as a waiver of the right or otherwise prejudices
            Holder’s rights, powers or remedies.

           

          (i) Notice.
            Any
            notice, request or other document required or permitted to be given or
            delivered
            by either party to the other must be delivered in accordance with the
            notice
            provisions of the Purchase Agreement.

           

          (j) Successors
            and Assigns.
            Subject
            to applicable securities laws, this Warrant inures to the benefit of
            and binds
            the successors and permitted assigns of the Company and the Holder.

           

          (k) Amendment.
            Any
            amendment of this Warrant must be in writing and signed by both the Company
            and
            the Holder.

           

          (l) Severability.
            Wherever possible, each provision of this Warrant must be interpreted
            under
            applicable law, but if any provision of this Warrant is prohibited by
            or invalid
            under applicable law, the provision is ineffective to the extent of the
            prohibition or invalidity, without invalidating the remaining provisions
            of this
            Warrant.

           

          (m) Headings.
            The
            headings used in this Warrant are for the convenience of reference only
            and are
            not, for any purpose, deemed a part of this Warrant.

           

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

          
 

          In
            witness whereof
            the
            Company has caused this Warrant to be executed by its duly authorized
            officer.

          


          
            	 	
                    BULLION
                      RIVER GOLD CORP.

                     

                  
	 	
                    By:
                      /s/ Peter M. Kuhn         

                    Name:
                      Peter M. Kuhn

                    Title:
                      President

                  


          

          

            
              
                
                

              

              
                7

                
                  

                

              

              
                
                

              

            

          

           

          
            NOTICE
              OF EXERCISE

            


            To: Bullion
              River Gold Corp.

            


            The
              undersigned hereby elects to purchase _____________ Warrant
              Shares of the Company pursuant to the terms of the attached Warrant
              (only if
              exercised in full; if exercised in part, attach a copy of the Warrant),
              and
              tenders herewith payment of the exercise price in full, together with
              all
              applicable transfer taxes, if any.

             

            Payment
              will take the form of lawful money of United States.

             

            Please
              deliver the Warrant Shares to the following:

             

                            ________________________________________

             

            
                              ________________________________________

               

              
                                ________________________________________

              

            

             

            
 

            ________________________________________________

            Signature
              of Holder or authorized signatory of Holder

             

            Name
              of
              Holder: _______________________________________________________

            Name
              of
              authorized signatory: ____________________________________________

            Title
              of
              authorized signatory: _____________________________________________

            Date:
              _____________________________

            
 

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

              
                


                EXHIBIT
                  B

                 

                

                  NEITHER
                    THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
                    EXERCISABLE HAVE
                    BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
                    THE SECURITIES
                    COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
                    UNDER
                    THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
                    OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
                    STATEMENT UNDER THE
                    SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
                    IN A TRANSACTION
                    NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                    ACT AND IN
                    ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
                    BY A LEGAL OPINION
                    OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
                    WHICH WILL BE
                    REASONABLY ACCEPTABLE TO THE COMPANY.

                  


                  THIS
                    SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
                    HAVE BEEN
                    ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
                    ACT OF
                    1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY
                    AND THE
                    SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE
                    TRANSFERRED,
                    OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS
                    THAT TERM IS
                    DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER
                    THE SECURITIES
                    ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
                    REGISTRATION.

                

                 

                


                COMMON
                  STOCK PURCHASE WARRANT

                


                To
                  purchase 6,777
                  shares
                  of common stock of

                 

                BULLION
                  RIVER GOLD CORP.

                 

                Dated:
                  January
                  23, 2006

                 

                This
                  common stock purchase warrant
                  (the
“Warrant”)
                  certifies that, for value received, Antonia
                  Hochwimmer (“the
                  “Holder”),
                  is
                  entitled, upon the terms and subject to the limitations on exercise
                  and the
                  conditions hereinafter set forth, at any time on or after the date
                  given above
                  (the “Initial
                  Exercise Date”)
                  and by
                  the close of business on the second anniversary of the Initial
                  Exercise Date
                  (the “Termination
                  Date”)
                  but
                  not thereafter, to subscribe for and purchase from Bullion River
                  Gold Corp., a
                  Nevada corporation (the “Company”),
                  up
                  to 6,777
                  shares
                  (the “Warrant
                  Shares”)
                  of
                  common stock, par value $0.001 per share, of the Company (the “Common
                  Stock”).
                  The
                  purchase price of one share of Common Stock under this Warrant
                  is equal to the
                  Exercise Price, as defined in Section 2(a).
                  

                 

                1. Definitions.
                  Capitalized terms used and not otherwise defined in this Warrant
                  have the same
                  meanings as they have in the Securities Purchase Agreement (the
“Purchase
                  Agreement”),
                  dated 4/29/2005,
                  among
                  the Company and the Holder as Purchaser.

                


                
                  
                    
                      
                      

                    

                    
                      1

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                2. Exercise.

                 

                (a) Exercise
                  Price.
                  The
                  exercise price of the Common Stock under this Warrant is $0.75,

                 

                (b) Exercise
                  of Warrant.
                  The
                  Holder may exercise the purchase rights represented by this Warrant
                  at any time
                  from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
                  the Termination Date by delivering to the Company (i) a duly executed
                  facsimile
                  copy of the annexed Notice of Exercise, and, (ii) within 5 Trading
                  Days of
                  delivering the Notice of Exercise to the Company, (A) this Warrant,
                  and (B) by
                  wire or cashier’s check drawn on a United States bank the United States dollar
                  amount equal to the number of Warrant Shares being purchased times
                  the Exercise
                  Price (the “Exercise
                  Amount”). 

                 

                (c) Exercise
                  limitations. 

                 

                (i) The
                  Holder may not exercise any portion of this Warrant if, immediately
                  after the
                  Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
                  would beneficially own more than 4.99% of the number of shares
                  of the Common
                  Stock outstanding.  For the purposes of the foregoing sentence, the number
                  of shares of Common Stock beneficially owned by the Holder and
                  its Affiliates
                  includes the number of shares of Common Stock issuable upon the
                  exercise of this
                  Warrant, but excludes the number of shares of Common Stock that
                  would be
                  issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
                  this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
                  the unexercised or nonconverted portion of any other securities
                  of the Company
                  that the Holder or any of its Affiliates own beneficially. 
                  Except as set forth in the foregoing sentence, for the purposes
                  of this Section
2(c),
                  beneficial ownership must be calculated in accordance with Section
                  13(d) of the
                  Securities and Exchange Act of 1934 (“Exchange
                  Act”).

                 

                (ii) The
                  Holder acknowledges that the Company is not representing to Holder
                  that the
                  calculation described in Section 2(c)(i)
                  complies
                  with Section 13(d) of the Exchange Act and Holder is solely responsible
                  for any
                  schedules required to be filed in accordance with it. The determination
                  of
                  whether this Warrant is exercisable (in relation to other securities
                  owned by
                  the Holder and its Affiliates) is in the sole discretion of the
                  Holder, and the
                  submission of a Notice of Exercise is deemed to be the Holder’s declaration that
                  the Holder has determined that this Warrant is exercisable as set
                  out in the
                  Notice of Exercise and subject to the limitations in this Section
2(c);
                  and the
                  Company is not obliged to verify or confirm the accuracy of the
                  Holder’s
                  determination.

                


                
                  
                    
                      
                      

                    

                    
                      2

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                (iii) For
                  the
                  purposes of this Section 2(c),
                  in
                  determining the number of outstanding shares of Common Stock, the
                  Holder may
                  rely on the number of outstanding shares of Common Stock as reflected
                  in the
                  most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
                  10-KSB, (B) a public announcement by the Company stating the number
                  of shares of
                  Common Stock outstanding, or (C) any other notice by the Company
                  or the
                  Company’s Transfer Agent stating the number of shares of Common Stock
                  outstanding.  If Holder asks for it, the Company will within two Trading
                  Days confirm orally and in writing to the Holder the number of
                  shares of Common
                  Stock then outstanding.

                 

                (d) Mechanics
                  of Exercise.

                 

                (i) Authorization
                  of Warrant Shares.
                  The
                  Company will issue all Warrant Shares as duly authorized, validly
                  issued, fully
                  paid and non-assessable, and free from all taxes, liens and charges
                  (other than
                  taxes in respect of any transfer occurring contemporaneously with
                  the issue).


                 

                (ii) Delivery
                  of certificates upon exercise.
                  The
                  Company’s transfer agent will deliver certificates for Warrant Shares to
                  the
                  Holder to the address specified by the Holder in the Notice of
                  Exercise within 3
                  Trading Days from the later of (A) the Company’s receipt of the Notice of
                  Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
                  receipt of the Exercise Amount as set out in Section 2(b)
                  (“Warrant
                  Share Delivery Date”).
                  This
                  Warrant is deemed to have been exercised on the date the Exercise
                  Amount is
                  received by the Company (“Exercise
                  Date”);
                  and
                  the Warrant Shares are deemed to have been issued, and Holder is
                  deemed to have
                  become a holder of record of the shares for all purposes, on the
                  Exercise
                  Date.

                 

                (iii)
                  Delivery
                  of new Warrants upon exercise.
                  If this
                  Warrant is exercised in part, the Company will, when it delivers
                  the certificate
                  or certificates representing Warrant Shares, deliver to Holder
                  a new Warrant
                  evidencing the rights of Holder to purchase the unpurchased Warrant
                  Shares,
                  identical in all other respects with this Warrant.

                 

                (iv)
                  Rescission
                  rights.
                  If the
                  Company fails to cause its transfer agent to transmit to the Holder
                  a
                  certificate or certificates representing the Warrant Shares pursuant
                  to this
                  Section 2(d)(iv)
                  by the
                  Warrant Share Delivery Date, then the Holder may rescind the
                  exercise.

                 

                (v)
                  No
                  fractional shares or scrip.
                  No
                  fractional shares or scrip representing fractional shares may be
                  issued upon the
                  exercise of this Warrant. If the Holder would otherwise be entitled
                  to
                  fractional shares upon the exercise, the Company will pay a cash
                  adjustment in
                  respect of the fraction in an amount equal to the fraction multiplied
                  by the
                  Exercise Price.

                 

                (vi)
                  Charges,
                  taxes and expenses.
                  The
                  Company will issue certificates for Warrant Shares in the name
                  of the Holder and
                  will not charge the Holder for any issue or transfer tax or other
                  incidental
                  expense in respect of the issuance of the certificate.

                 

                (vii)
                  Closing
                  of books.
                  The
                  Company will not close its stockholder books or records in any
                  manner that
                  prevents the timely exercise of this Warrant.

                 

                
                  
                    
                    

                  

                  
                    3

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                3. Certain
                  Adjustments.

                 

                (a) Stock
                  dividends and splits.
                  If the
                  Company, at any time while this Warrant is outstanding,
                  (i)
                  pays a stock dividend or otherwise makes a distribution on shares
                  of its Common
                  Stock or any other Common Stock Equivalent (which, for avoidance
                  of doubt, does
                  not include any shares of Common Stock issued by the Company pursuant
                  to this
                  Warrant), (ii) subdivides outstanding shares of Common Stock into
                  a larger
                  number of shares, (iii) combines outstanding shares of Common Stock
                  into a
                  smaller number of shares, or (iv) issues by reclassification of
                  shares of the
                  Common Stock any shares of capital stock of the Company, then the
                  Exercise Price
                  must be multiplied by a fraction of which the numerator is the
                  number of shares
                  of Common Stock (excluding treasury shares, if any) outstanding
                  before the event
                  and of which the denominator is the number of shares of Common
                  Stock outstanding
                  after the event, and the number of shares issuable upon exercise
                  of this Warrant
                  must be proportionately adjusted by this fraction. Any adjustment
                  made pursuant
                  to this Section 3(a)
                  is
                  effective immediately after the record date for the determination
                  of
                  stockholders entitled to receive the dividend or distribution and
                  is effective
                  immediately after the effective date in the case of a subdivision, combination
                  or re-classification.

                 

                (b) Fundamental
                  Transaction.
                  If, at
                  any time while this Warrant is outstanding,
                  (i) the
                  Company merges or consolidates with or into another Person, (ii)
                  the Company
                  sells all or substantially all of its assets in one or a series
                  of related
                  transactions, (iii) any Person completes a tender offer or exchange
                  offer by
                  which holders of Common Stock are permitted to tender or exchange
                  their shares
                  for other securities, cash or property, or (iv) the Company reclassifies
                  its
                  Common Stock or completes any compulsory share exchange pursuant
                  to which the
                  Common Stock is effectively converted into or exchanged for other
                  securities,
                  cash or property (in any such case, a “Fundamental
                  Transaction”),
                  then,
                  upon any subsequent conversion of this Warrant, the Holder has
                  the right to
                  receive, for each Warrant Share that would have been issued upon
                  the exercise
                  absent the Fundamental Transaction, the same consideration as the
                  Company has
                  given its other holders of its Common Stock for the conversion
                  of their Common
                  Stock outstanding at the time of the Fundamental Transaction (the
“Alternate
                  Consideration”).
                  Any
                  successor to the Company or surviving entity in a Fundamental Transaction
                  must
                  issue to the Holder a new warrant consistent with the foregoing
                  provisions with
                  evidence of the Holder’s right to exercise the warrant into Alternate
                  Consideration. The terms of any agreement pursuant to which a Fundamental
                  Transaction is completed must include terms requiring the successor
                  or surviving
                  entity to comply with the provisions of this Section 3(b)
                  and
                  insuring that this Warrant (or any replacement security) is similarly
                  adjusted
                  upon any subsequent transaction analogous to a Fundamental
                  Transaction.

                 

                (c) Calculations.
                  All
                  calculations under this Section 3
                  must be
                  made to the nearest cent or the nearest 1/100th
                  of a
                  share, as the case may be. The number of shares of Common Stock
                  outstanding at
                  any given time does not include shares of Common Stock owned or
                  held by or for
                  the account of the Company. For the purposes of this Section 3,
                  the
                  number of shares of Common Stock deemed to be issued and outstanding
                  as of a
                  given date is the sum of the number of shares of Common Stock (excluding
                  treasury shares, if any) issued and outstanding.

                 

                
                  
                    
                    

                  

                  
                    4

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                (d) Notice
                  to Holders.
                  If the
                  Company makes adjustments under this Section 3,
                  the
                  Company will promptly mail to each Holder a notice containing a
                  description of
                  the event that required the adjustment. If the Company proposes
                  any transaction
                  that affects the rights of the holders of its Common Stock, then
                  the Company
                  will notify the Holders of the proposal at least twenty days before
                  the record
                  date set for the transaction.

                 

                4. Warrant
                  register.
                  The
                  Company will register this Warrant on its warrant register and
                  will treat the
                  registered Holder as the absolute owner for all purposes.

                 

                5. Miscellaneous.

                 

                (a) Title
                  to Warrant.
                  This
                  Warrant is not transferable.

                 

                (b) No
                  rights as shareholder until Exercise Date.
                  This
                  Warrant does not entitle the Holder to any voting rights or other
                  rights as a
                  shareholder of the Company before the Exercise Date. Upon the surrender
                  of this
                  Warrant and the payment of the aggregate Exercise Price, the Company
                  will issue
                  the Warrant Shares to the Holder as the record owner of the Warrant
                  Shares as of
                  the close of business on the Exercise Date.

                 

                (c) Loss,
                  Theft, Destruction or Mutilation of Warrant.
                  The
                  Company covenants that upon receipt by the Company of evidence
                  reasonably
                  satisfactory to it of the loss, theft, destruction or mutilation
                  of this Warrant
                  or any stock certificate relating to the Warrant Shares, and, in
                  case of loss,
                  theft or destruction, of indemnity or security reasonably satisfactory
                  to it,
                  and upon surrender and cancellation of the Warrant or stock certificate,
                  if
                  mutilated, the Company will make and deliver a new Warrant or stock
                  certificate
                  of like tenor and dated as of the cancellation, in lieu of the
                  Warrant or stock
                  certificate.

                 

                (d) Saturdays,
                  Sundays, Holidays, etc.
                  If the
                  last date for doing anything under this Warrant falls on a Saturday,
                  Sunday or a
                  legal holiday, then the thing may be done on the next succeeding
                  Trading
                  Day.

                 

                (e) Authorized
                  Shares.

                 

                (i) The
                  Company covenants that, while the Warrant is outstanding, it will
                  reserve from
                  its authorized and unissued Common Stock a sufficient number of
                  shares to
                  provide for the issuance of the Warrant Shares upon the exercise
                  of any purchase
                  rights under this Warrant. The Company further covenants that its
                  issuance of
                  this Warrant constitutes full authority to its officers who are
                  charged with the
                  duty of executing stock certificates to execute and issue the necessary
                  certificates for the Warrant Shares upon the exercise of the purchase
                  rights
                  under this Warrant. The Company will take all such reasonable action
                  as may be
                  necessary to assure that the Warrant Shares are issued as provided
                  without a
                  violation of any applicable law or regulation, or of any requirements
                  of the
                  Trading Market upon which the Common Stock may be listed or quoted.

                 

                 

                
                  
                    
                    

                  

                  
                    5

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                (ii) 
                  Unless
                  waived or consented to by the Holder, the Company will not by any
                  action avoid
                  or seek to avoid the observance or performance of any of the terms
                  of this
                  Warrant, but will at all times in good faith assist in carrying
                  out of all its
                  terms and take whatever actions is necessary or appropriate to
                  protect the
                  rights of Holder under this Warrant from impairment.

                 

                (f) Jurisdiction.
                  All
                  questions concerning the construction, validity, enforcement and
                  interpretation
                  of this Warrant must be determined in accordance with the provisions
                  of the
                  Purchase Agreement.

                 

                (g) Restrictions.
                  The
                  Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
                  not registered, will be subject to restrictions upon resale imposed
                  by state and
                  federal securities laws.

                 

                (h) No
                  waiver.
                  No
                  course of dealing or any delay or failure to exercise any right
                  hereunder on the
                  part of Holder operates as a waiver of the right or otherwise prejudices
                  Holder’s rights, powers or remedies.

                 

                (i) Notice.
                  Any
                  notice, request or other document required or permitted to be given
                  or delivered
                  by either party to the other must be delivered in accordance with
                  the notice
                  provisions of the Purchase Agreement.

                 

                (j) Successors
                  and Assigns.
                  Subject
                  to applicable securities laws, this Warrant inures to the benefit
                  of and binds
                  the successors and permitted assigns of the Company and the Holder.

                 

                (k) Amendment.
                  Any
                  amendment of this Warrant must be in writing and signed by both
                  the Company and
                  the Holder.

                 

                (l) Severability.
                  Wherever possible, each provision of this Warrant must be interpreted
                  under
                  applicable law, but if any provision of this Warrant is prohibited
                  by or invalid
                  under applicable law, the provision is ineffective to the extent
                  of the
                  prohibition or invalidity, without invalidating the remaining provisions
                  of this
                  Warrant.

                 

                (m) Headings.
                  The
                  headings used in this Warrant are for the convenience of reference
                  only and are
                  not, for any purpose, deemed a part of this Warrant.

                 

                 

                
                  
                    
                    

                  

                  
                    6

                    
                      

                    

                  

                  
                    
                    

                  

                

                
 

                In
                  witness whereof
                  the
                  Company has caused this Warrant to be executed by its duly authorized
                  officer.

                


                
                  	 	
                          BULLION
                            RIVER GOLD CORP.

                           

                        
	 	
                          By:
                            /s/ Peter M. Kuhn         

                          Name:
                            Peter M. Kuhn

                          Title:
                            President

                        


                

                

                  
                    
                      
                      

                    

                    
                      7

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

                 

                
                  NOTICE
                    OF EXERCISE

                  


                  To: Bullion
                    River Gold Corp.

                  


                  The
                    undersigned hereby elects to purchase _____________ Warrant
                    Shares of the Company pursuant to the terms of the attached Warrant
                    (only if
                    exercised in full; if exercised in part, attach a copy of the
                    Warrant), and
                    tenders herewith payment of the exercise price in full, together
                    with all
                    applicable transfer taxes, if any.

                   

                  Payment
                    will take the form of lawful money of United States.

                   

                  Please
                    deliver the Warrant Shares to the following:

                   

                                  ________________________________________

                   

                  
                                    ________________________________________

                     

                    
                                      ________________________________________

                    

                  

                   

                  
 

                  ________________________________________________

                  Signature
                    of Holder or authorized signatory of Holder

                   

                  Name
                    of
                    Holder: _______________________________________________________

                  Name
                    of
                    authorized signatory: ____________________________________________

                  Title
                    of
                    authorized signatory: _____________________________________________

                  Date:
                    _____________________________

                  
 

                  
                    
                      
                      

                    

                    
                      8

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

    

     

    Beskivest Chart Ltd.

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 25th November, 2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser:      Beskivest
      Chart
      Ltd.                                                                                               


    Country
      of incorporation or
      residence:        
Bahamas                                                                               

    Signature
      of Authorized Signatory of Purchaser:   
      /s/ Brussels Management Ltd, represented by 

    /s/
      S.
      MacKenzie                                                                                                             
 

    Name
      of
      Authorized Signatory:    S. MacKenzie for Brussels Management
      Ltd.                             
     

    Title
      of
      Authorized Signatory:     Corporate
      Director                                                           
                     


    Email
      Address of Purchaser:
      ____________________________________________________

    


    Address
      for notice of Purchaser:
      ________________________________________________

    
      Goodman's
        Bay Corporate Centre

      West
        Bay St. & Seaview Drive

      P.O.
        Box CB 10976

      Nassau,
        Bahamas

    

    


    Address
      for delivery of Securities for Purchaser (if not same as above):

     

     

    


    Subscription
      Amount: $ 100,000.00                                                     
      

    Shares:
      200,000 (in total we received 266,666 - special agreement)

    Warrant
      Shares: ________________________________

     

    [Purchasers’
      signature pages continue]

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 11/25/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        B

       

      Neither
        this security nor the securities into which this security is exercisable
        have
        been registered with the Securities and Exchange Commission or the securities
        commission of any state in reliance upon an exemption from registration under
        the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
        offered or sold except pursuant to an effective registration statement under
        the
        Securities Act or pursuant to an available exemption from, or in a transaction
        not subject to, the registration requirements of the Securities Act and in
        accordance with applicable state securities laws as evidenced by a legal
        opinion
        of counsel to the transferor to such effect, the substance of which will
        be
        reasonably acceptable to the company.

      


      This
        security and the securities into which this security is exercisable have
        been
        issued pursuant to an exemption from registration under the Securities Act
        of
        1933, as amended, pursuant to regulation S thereunder. This security and
        the
        securities into which this security is excercisable cannot be transferred,
        offered, or sold in the united states or to U.S. Persons (as that term is
        defined in regulation S) except pursuant to registration under the Securities
        Act of 1933, or pursuant to an available exemption from
        registration.

      


      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        purchase 200,000
        shares
        of common stock of

       

      BULLION
        RIVER GOLD CORP.

       

      Dated:
        Feb 3,
        2006

       

      This
        common stock purchase warrant
        (the
“Warrant”)
        certifies that, for value received, Beskivest
        Chart Ltd.
        (“the
“Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date given
        above
        (the “Initial
        Exercise Date”)
        and by
        the close of business on the second anniversary of the Initial Exercise Date
        (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
        a
        Nevada corporation (the “Company”),
        up
        to
        200,000 shares
        (the “Warrant
        Shares”)
        of
        common stock, par value $0.001 per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock under this Warrant is equal to
        the
        Exercise Price, as defined in Section 2(a).
        

       

      1. Definitions.
        Capitalized terms used and not otherwise defined in this Warrant have the
        same
        meanings as they have in the Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
12/16/2005, among
        the Company and the Holder as Purchaser.

      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      2. Exercise.

       

      (a) Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant is $0.75,

       

      (b) Exercise
        of Warrant.
        The
        Holder may exercise the purchase rights represented by this Warrant at any
        time
        from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
        the Termination Date by delivering to the Company (i) a duly executed facsimile
        copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
        delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
        by
        wire or cashier’s check drawn on a United States bank the United States dollar
        amount equal to the number of Warrant Shares being purchased times the Exercise
        Price (the “Exercise
        Amount”). 

       

      (c) Exercise
        limitations. 

       

      (i) The
        Holder may not exercise any portion of this Warrant if, immediately after
        the
        Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
        would beneficially own more than 4.99% of the number of shares of the Common
        Stock outstanding.  For the purposes of the foregoing sentence, the number
        of shares of Common Stock beneficially owned by the Holder and its Affiliates
        includes the number of shares of Common Stock issuable upon the exercise
        of this
        Warrant, but excludes the number of shares of Common Stock that would be
        issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
        this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
        the unexercised or nonconverted portion of any other securities of the Company
        that the Holder or any of its Affiliates own beneficially. 
        Except as set forth in the foregoing sentence, for the purposes of this Section
        2(c),
        beneficial ownership must be calculated in accordance with Section 13(d)
        of the
        Securities and Exchange Act of 1934 (“Exchange
        Act”).

       

      (ii) The
        Holder acknowledges that the Company is not representing to Holder that the
        calculation described in Section 2(c)(i)
        complies
        with Section 13(d) of the Exchange Act and Holder is solely responsible for
        any
        schedules required to be filed in accordance with it. The determination of
        whether this Warrant is exercisable (in relation to other securities owned
        by
        the Holder and its Affiliates) is in the sole discretion of the Holder, and
        the
        submission of a Notice of Exercise is deemed to be the Holder’s declaration that
        the Holder has determined that this Warrant is exercisable as set out in
        the
        Notice of Exercise and subject to the limitations in this Section 2(c);
        and the
        Company is not obliged to verify or confirm the accuracy of the Holder’s
        determination.

       

      (iii) For
        the
        purposes of this Section 2(c),
        in
        determining the number of outstanding shares of Common Stock, the Holder
        may
        rely on the number of outstanding shares of Common Stock as reflected in
        the
        most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
        10-KSB, (B) a public announcement by the Company stating the number of shares
        of
        Common Stock outstanding, or (C) any other notice by the Company or the
        Company’s Transfer Agent stating the number of shares of Common Stock
        outstanding.  If Holder asks for it, the Company will within two Trading
        Days confirm orally and in writing to the Holder the number of shares of
        Common
        Stock then outstanding.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) Mechanics
        of Exercise.

       

      (i) Authorization
        of Warrant Shares.
        The
        Company will issue all Warrant Shares as duly authorized, validly issued,
        fully
        paid and non-assessable, and free from all taxes, liens and charges (other
        than
        taxes in respect of any transfer occurring contemporaneously with the issue).
        

       

      (ii) Delivery
        of certificates upon exercise.
        The
        Company’s transfer agent will deliver certificates for Warrant Shares to the
        Holder to the address specified by the Holder in the Notice of Exercise within
        3
        Trading Days from the later of (A) the Company’s receipt of the Notice of
        Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
        receipt of the Exercise Amount as set out in Section 2(b)
        (“Warrant
        Share Delivery Date”).
        This
        Warrant is deemed to have been exercised on the date the Exercise Amount
        is
        received by the Company (“Exercise
        Date”);
        and
        the Warrant Shares are deemed to have been issued, and Holder is deemed to
        have
        become a holder of record of the shares for all purposes, on the Exercise
        Date.

       

      (iii)
        Delivery
        of new Warrants upon exercise.
        If this
        Warrant is exercised in part, the Company will, when it delivers the certificate
        or certificates representing Warrant Shares, deliver to Holder a new Warrant
        evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
        identical in all other respects with this Warrant.

       

      (iv)
        Rescission
        rights.
        If the
        Company fails to cause its transfer agent to transmit to the Holder a
        certificate or certificates representing the Warrant Shares pursuant to this
        Section 2(d)(iv)
        by the
        Warrant Share Delivery Date, then the Holder may rescind the
        exercise.

       

      (v)
        No
        fractional shares or scrip.
        No
        fractional shares or scrip representing fractional shares may be issued upon
        the
        exercise of this Warrant. If the Holder would otherwise be entitled to
        fractional shares upon the exercise, the Company will pay a cash adjustment
        in
        respect of the fraction in an amount equal to the fraction multiplied by
        the
        Exercise Price.

       

      (vi)
        Charges,
        taxes and expenses.
        The
        Company will issue certificates for Warrant Shares in the name of the Holder
        and
        will not charge the Holder for any issue or transfer tax or other incidental
        expense in respect of the issuance of the certificate.

       

      (vii)
        Closing
        of books.
        The
        Company will not close its stockholder books or records in any manner that
        prevents the timely exercise of this Warrant.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3. Certain
        Adjustments.

       

      (a) Stock
        dividends and splits.
        If the
        Company, at any time while this Warrant is outstanding,
        (i)
        pays a stock dividend or otherwise makes a distribution on shares of its
        Common
        Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
        does
        not include any shares of Common Stock issued by the Company pursuant to
        this
        Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
        number of shares, (iii) combines outstanding shares of Common Stock into
        a
        smaller number of shares, or (iv) issues by reclassification of shares of
        the
        Common Stock any shares of capital stock of the Company, then the Exercise
        Price
        must be multiplied by a fraction of which the numerator is the number of
        shares
        of Common Stock (excluding treasury shares, if any) outstanding before the
        event
        and of which the denominator is the number of shares of Common Stock outstanding
        after the event, and the number of shares issuable upon exercise of this
        Warrant
        must be proportionately adjusted by this fraction. Any adjustment made pursuant
        to this Section 3(a)
        is
        effective immediately after the record date for the determination of
        stockholders entitled to receive the dividend or distribution and is effective
        immediately after the effective date in the case of a subdivision, combination
        or re-classification.

       

      (b) Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding,
        (i) the
        Company merges or consolidates with or into another Person, (ii) the Company
        sells all or substantially all of its assets in one or a series of related
        transactions, (iii) any Person completes a tender offer or exchange offer
        by
        which holders of Common Stock are permitted to tender or exchange their shares
        for other securities, cash or property, or (iv) the Company reclassifies
        its
        Common Stock or completes any compulsory share exchange pursuant to which
        the
        Common Stock is effectively converted into or exchanged for other securities,
        cash or property (in any such case, a “Fundamental
        Transaction”),
        then,
        upon any subsequent conversion of this Warrant, the Holder has the right
        to
        receive, for each Warrant Share that would have been issued upon the exercise
        absent the Fundamental Transaction, the same consideration as the Company
        has
        given its other holders of its Common Stock for the conversion of their Common
        Stock outstanding at the time of the Fundamental Transaction (the “Alternate
        Consideration”).
        Any
        successor to the Company or surviving entity in a Fundamental Transaction
        must
        issue to the Holder a new warrant consistent with the foregoing provisions
        with
        evidence of the Holder’s right to exercise the warrant into Alternate
        Consideration. The terms of any agreement pursuant to which a Fundamental
        Transaction is completed must include terms requiring the successor or surviving
        entity to comply with the provisions of this Section 3(b)
        and
        insuring that this Warrant (or any replacement security) is similarly adjusted
        upon any subsequent transaction analogous to a Fundamental
        Transaction.

       

      (c) Calculations.
        All
        calculations under this Section 3
        must be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as the case may be. The number of shares of Common Stock outstanding
        at
        any given time does not include shares of Common Stock owned or held by or
        for
        the account of the Company. For the purposes of this Section 3,
        the
        number of shares of Common Stock deemed to be issued and outstanding as of
        a
        given date is the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d) Notice
        to Holders.
        If the
        Company makes adjustments under this Section 3,
        the
        Company will promptly mail to each Holder a notice containing a description
        of
        the event that required the adjustment. If the Company proposes any transaction
        that affects the rights of the holders of its Common Stock, then the Company
        will notify the Holders of the proposal at least twenty days before the record
        date set for the transaction.

       

      4. Warrant
        register.
        The
        Company will register this Warrant on its warrant register and will treat
        the
        registered Holder as the absolute owner for all purposes.

       

      5. Miscellaneous.

       

      (a) Title
        to Warrant.
        This
        Warrant is not transferable.

       

      (b) No
        rights as shareholder until Exercise Date.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company before the Exercise Date. Upon the surrender of
        this
        Warrant and the payment of the aggregate Exercise Price, the Company will
        issue
        the Warrant Shares to the Holder as the record owner of the Warrant Shares
        as of
        the close of business on the Exercise Date.

       

      (c) Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and, in case of
        loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it,
        and upon surrender and cancellation of the Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of the cancellation, in lieu of the Warrant or
        stock
        certificate.

       

      (d) Saturdays,
        Sundays, Holidays, etc.
        If the
        last date for doing anything under this Warrant falls on a Saturday, Sunday
        or a
        legal holiday, then the thing may be done on the next succeeding Trading
        Day.

       

      (e) Authorized
        Shares.

       

      (i) The
        Company covenants that, while the Warrant is outstanding, it will reserve
        from
        its authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any purchase
        rights under this Warrant. The Company further covenants that its issuance
        of
        this Warrant constitutes full authority to its officers who are charged with
        the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant. The Company will take all such reasonable action as may
        be
        necessary to assure that the Warrant Shares are issued as provided without
        a
        violation of any applicable law or regulation, or of any requirements of
        the
        Trading Market upon which the Common Stock may be listed or quoted.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (ii) 
        Unless
        waived or consented to by the Holder, the Company will not by any action
        avoid
        or seek to avoid the observance or performance of any of the terms of this
        Warrant, but will at all times in good faith assist in carrying out of all
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

       

      (f) Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

       

      (g) Restrictions.
        The
        Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
        not registered, will be subject to restrictions upon resale imposed by state
        and
        federal securities laws.

       

      (h) No
        waiver.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

       

      (i) Notice.
        Any
        notice, request or other document required or permitted to be given or delivered
        by either party to the other must be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      (j) Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant inures to the benefit of and
        binds
        the successors and permitted assigns of the Company and the Holder.

       

      (k) Amendment.
        Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

       

      (l) Severability.
        Wherever possible, each provision of this Warrant must be interpreted under
        applicable law, but if any provision of this Warrant is prohibited by or
        invalid
        under applicable law, the provision is ineffective to the extent of the
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Warrant.

       

      (m) Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      In
        witness whereof
        the
        Company has caused this Warrant to be executed by its duly authorized
        officer.


       

      
        	 	
                BULLION
                  RIVER GOLD CORP.

                 

              
	 	
                By:
                  /s/
                  Peter M. Kuhn        

                Name:
                  Peter M. Kuhn

                Title:
                  President

              


      

       

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 44,444
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Beskivest
      Chart Ltd.
      (“the
“Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      44,444
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 5/2/2005,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

     Hannah Hochwimmer

    
      

        THE
          SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
          REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
          OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM
          IS
          DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
          ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
          REGISTRATION.

      

       

       

      SECURITIES
        PURCHASE AGREEMENT

       

      This
        Securities Purchase Agreement
        (this
“Agreement”)
        is
        dated as of 11/28/2005,
        among
        Bullion River Gold Corp., a Nevada corporation (the “Company”),
        and
        each purchaser identified on the signature pages hereto (each, including
        its
        successors and assigns, a “Purchaser”
and
        collectively the “Purchasers”);
        and

       

      Whereas,
        subject
        to the terms and conditions set forth in this Agreement and pursuant to Section
        4(2) of the Securities Act (as defined below), and Rule 506 promulgated
        thereunder, the Company desires to issue and sell to each Purchaser, and
        each
        Purchaser, severally and not jointly, desires to purchase from the Company
        in
        the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on
        the
        Closing Date.

       

      In
        consideration
        of the
        mutual covenants contained in this Agreement, and for other good and valuable
        consideration the receipt and adequacy of which are hereby acknowledged,
        the
        Company and each Purchaser agrees as follows:

       

      ARTICLE
        I.

      DEFINITIONS

       

      1.1 Definitions

       

       For
        all purposes of this Agreement:

       

      “Affiliate”
means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person as
        these
        terms are used in and construed under Rule 144, and any investment fund or
        managed account that is managed on a discretionary basis by the same investment
        manager as a Purchaser.

       

      “Closing”
means
        the closing of the purchase and sale of the Common Stock and the Warrants
        under
        Section 2.1.

       

      “Closing
        Date”
means
        the Trading Day when all of the Transaction Documents have been executed
        and
        delivered by the applicable parties.

       

      “Commission”
means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
means
        the common shares of the Company with a par value of $0.001 per share, and
        any
        securities into which the common shares might be reclassified. 

      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      “Common
        Stock Equivalents”
means
        any securities of the Company or the Subsidiaries that would at any time
        entitle
        the holder to acquire Common Stock, including without limitation, any debt,
        preferred stock, rights, options, warrants or other instrument that is at
        any
        time convertible into or exchangeable for, or otherwise entitles the holder
        thereof to receive, Common Stock.

       

      “Effective
        Date”
means
        the date that the Registration Statement is first declared effective by the
        Commission.

       

      “Liens”
means
        a
        lien, charge, security interest, encumbrance, and right of first refusal,
        preemptive right or other restriction.

       

      “Material
        Adverse Effect”
is
        defined in Section 3.1(b).

       

      “Per
        Share Purchase Price”
equals
        $0.75,
        subject
        to adjustment for reverse and forward stock splits, stock dividends, stock
        combinations and other similar transactions of the Common Stock that occur
        after
        the date of this Agreement.

       

      “Person”
means
        an individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

       

      “Proceeding”
        means an
        action, claim, suit, investigation or proceeding (including, without limitation,
        an investigation or partial proceeding, such as a deposition), whether commenced
        or threatened.

       

      “Registration
        Rights Agreement”
means
        the Registration Rights Agreement, dated as of the date of this Agreement,
        among
        the Company and each Purchaser, in the form of the attached Exhibit
        A.

       

      “Registration
        Statement”
means
        a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement and covering the resale by the Purchasers of the Shares
        and the
        Warrant Shares. 

       

      “Required
        Approvals”
is
        defined in Section 3.1(e).

       

      “Rule
        144”
means
        Rule 144 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule. 

       

      “Securities”
means
        the Shares, the Warrants and the Warrant Shares.

       

      “Securities
        Act”
means
        the Securities Act of 1933.

       

      “Shares”
means
        the shares of Common Stock issued or issuable to each Purchaser under to
        this
        Agreement.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Subscription
        Amount”
means,
        as to each Purchaser, the amount set below each Purchaser’s signature block on
        the signature page, in United States dollars and in immediately available
        funds.


       

      “Subsidiary”
means
        any subsidiary of the Company and any future direct or indirect subsidiary
        of
        the Company.

       

      “Trading
        Day”
means
        a
        day on which the Common Stock is quoted or traded on a Trading
        Market.

       

      “Trading
        Market”
means
        the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
        Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

       

      “Transaction
        Documents”
means
        this Agreement, the Warrants and the Registration Rights Agreement and any
        other
        documents or agreements executed in connection with the transactions
        contemplated hereunder. 

       

      “Warrants”
means
        the Common Stock Purchase Warrants in the form of the attached Exhibit
        B.

       

      “Warrant
        Shares”
means
        the shares of Common Stock issuable upon exercise of the Warrants.

       

      ARTICLE
        II.

      PURCHASE
        AND SALE

       

      2.1 Closing.
        On the
        Closing Date, each Purchaser will purchase from the Company, severally and
        not
        jointly with the other Purchasers, and the Company will issue and sell to
        each
        Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
        divided by the Per Share Purchase Price and (b) the Warrants as determined
        pursuant to Section 2.2(a)(iii).
        The
        aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
        of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
        the
        Closing will occur at the offices of the Company or such other location as
        the
        parties will mutually agree.

       

      2.2 Deliveries.

       

      (a) On
        the
        Closing Date, the Company will deliver or cause to be delivered to each
        Purchaser the following:

       

      (i) this
        Agreement duly executed by the Company;

       

      (ii) a
        certificate evidencing a number of Shares equal to the Purchaser’s Subscription
        Amount divided by the Per Share Purchase Price, registered in the name of
        the
        Purchaser;

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (iii) a
        Warrant, registered in the name of the Purchaser, pursuant to which the
        Purchaser has the right to acquire up to the number of shares of Common Stock
        equal to 100% of the Shares to be issued to the Purchaser; and

       

      (iv) the
        Registration Rights Agreement duly executed by the Company.

       

      (b) On
        the
        Closing Date, each Purchaser will deliver or cause to be delivered to the
        Company the following:

       

      (i) this
        Agreement duly executed by the Purchaser;

       

      (ii) the
        Purchaser’s Subscription Amount by wire transfer as per the wire instructions
        provided by the Company; and

       

      (iii) the
        Registration Rights Agreement duly executed by the Purchaser.

       

      2.3 Closing
        Conditions. 

       

      (a) The
        obligations of the Company in connection with the Closing are subject to
        each of
        the following conditions being met:

       

      (i) The
        representations and warranties of the Purchasers are accurate in all material
        respects when they were made and on the Closing date

       

      (ii) The
        Purchasers have performed all obligations, covenants and agreements required
        to
        be performed by the Closing Date.

       

      (iii) The
        Purchasers have delivered the items set forth in Section 2.2(b)
        of this
        Agreement.

       

      (b) The
        respective obligations of the Purchasers in connection with the Closing are
        subject to each of the following conditions being met:

       

      (i) The
        representations and warranties of the Company are accurate in all material
        respects on the Closing Date

       

      (ii) The
        Company has performed all obligations, covenants and agreements required
        to be
        performed by the Closing Date.

       

      (iii) The
        Company has delivered the items set forth in Section 2.2(a)
        of this
        Agreement.

       

       

      ARTICLE
        III.

      REPRESENTATIONS
        AND WARRANTIES

       

      3.1 Representations
        and Warranties of the Company.
        The
        Company represents and warrants to each Purchaser:

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (a) Subsidiaries.
        The
        Company owns, directly or indirectly, all of the capital stock or other equity
        interests of each Subsidiary free and clear of any Liens, and all the issued
        and
        outstanding shares of capital stock of each Subsidiary are validly issued
        and
        are fully paid, non-assessable and free of preemptive and similar rights
        to
        subscribe for or purchase securities. 

       

      (b) Organization
        and Qualification.
        Each of
        the Company and the Subsidiaries is an entity duly incorporated or otherwise
        organized, validly existing and in good standing under the laws of the
        jurisdiction of its incorporation or organization (as applicable), with the
        requisite power and authority to own and use its properties and assets and
        to
        carry on its business as currently conducted. Neither the Company nor any
        Subsidiary is in violation or default of any of the provisions of its respective
        certificate or articles of incorporation, bylaws or other organizational
        or
        charter documents. Each of the Company and the Subsidiaries is duly qualified
        to
        conduct business and is in good standing as a foreign corporation or other
        entity in each jurisdiction in which the nature of the business conducted
        or
        property owned by it makes such qualification necessary, except where the
        failure to be so qualified or in good standing could not reasonably be expected
        to have (i) a material adverse effect on the legality, validity or
        enforceability of any Transaction Documents, (ii) a material adverse effect
        on
        the results of operations, assets, business, prospects or financial condition
        of
        the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
        effect on the Company’s ability to perform in any material respect on a timely
        basis its obligations under any Transaction Documents (any of (i), (ii) or
        (iii), a “Material
        Adverse Effect”)
        and no
        Proceeding has been instituted in any such jurisdiction revoking, limiting
        or
        curtailing or seeking to revoke, limit or curtail such power and authority
        or
        qualification.

       

      (c) Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated by each of the Transaction Documents
        and otherwise to carry out its obligations under them. The Company’s execution
        and delivery of each of the Transaction Documents and its consummation of
        the
        transactions contemplated by them have been duly authorized by all necessary
        action on the part of the Company and no further action is required by the
        Company in their connection other than in connection with the Required
        Approvals. Each Transaction Documents has been (or upon delivery will have
        been)
        duly executed by the Company and, when delivered in accordance with the terms
        hereof, will constitute the valid and binding obligation of the Company
        enforceable against the Company in accordance with its terms except (i) as
        limited by applicable bankruptcy, insolvency, reorganization, moratorium
        and
        other laws of general application affecting enforcement of creditors’ rights
        generally and (ii) as limited by laws relating to the availability of specific
        performance, injunctive relief or other equitable remedies.

       

      (d) No
        Conflicts.
        The
        Company’s execution, delivery and performance of the Transaction Documents, its
        issuance and sale of the Shares and its consummation of the other transactions
        contemplated hereby do not and will not (i) conflict with or violate any
        provision of the Company’s or any Subsidiary’s certificate or articles of
        incorporation, bylaws or other organizational or charter documents, or (ii)
        conflict with or result in a violation of any law, rule, regulation, order,
        judgment, injunction, decree or other restriction of any court or governmental
        authority to which the Company or a Subsidiary is subject (including federal
        and
        state securities laws and regulations).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (e) Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization or order
        of, give any notice to, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other Person
        in
        connection with its execution, delivery and performance of the Transaction
        Documents, other than (i) the filing with the Commission of the Registration
        Statement, and (ii) any filings that are required by applicable federal and
        state securities laws (collectively, the “Required
        Approvals”).

       

      (f) Issuance
        of the Securities.
        The
        Shares and Warrants are duly authorized and, when issued and paid for in
        accordance with the Transaction Documents, will be duly and validly issued,
        fully paid and nonassessable, free and clear of all Liens imposed by the
        Company
        other than restrictions on transfer provided for in the Transaction Documents.
        The Warrant Shares, when issued in accordance with the terms of the Transaction
        Documents, will be validly issued, fully paid and nonassessable, free and
        clear
        of all Liens imposed by the Company. The Company has reserved from its duly
        authorized capital stock the maximum number of shares of Common Stock issuable
        pursuant to this Agreement and the Warrants.

       

      (g) Private
        Placement.
        Assuming the accuracy of the Purchasers representations and warranties set
        forth
        in Section 3.2,
        no
        registration under the Securities Act is required for the offer and sale
        of the
        Securities by the Company to the Purchasers. The issuance and sale of the
        Securities does not contravene the rules and regulations of the Trading
        Market.

       

      (h) Investment
        Company.
        The
        Company is not, and is not an Affiliate of, and immediately after receipt
        of
        payment for the Shares, will neither be nor be an Affiliate of, an “investment
        company” within the meaning of the Investment Company Act of 1940, as amended.
        The Company will conduct its business in such a manner that it will not become
        subject to the Investment Company Act.

       

      (i) Disclosure.
        The
        Company confirms that neither the Company nor any other Person acting on
        its
        behalf has provided any of the Purchasers or their agents or counsel with
        any
        information that constitutes or might constitute material, non-public
        information. All disclosure provided to the Purchasers regarding the Company,
        its business and the transactions contemplated by it furnished by or on behalf
        of the Company with respect to the representations and warranties are true
        and
        correct and do not contain any untrue statement of a material fact or omit
        to
        state any material fact necessary in order to make the statements, in light
        of
        the circumstances under which they were made, not misleading. The Company
        acknowledges and agrees that no Purchaser makes or has made any representations
        or warranties with respect to the transactions contemplated hereby other
        than
        those specifically set forth in Section 3.2.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (j) General
        Solicitation.
        Neither
        the Company nor any person acting on behalf of the Company has offered or
        sold
        any of the Shares by any form of general solicitation or general advertising.
        The Company has offered the Shares for sale only to the Purchasers and certain
        other “accredited investors” within the meaning of Rule 501 under the Securities
        Act.

       

      (k) Acknowledgment
        Regarding Purchasers’ Purchase of Shares.
        The
        Company acknowledges that each of the Purchasers is acting solely in the
        capacity of an arm’s length purchaser with respect to the Transaction Documents
        and the transactions contemplated. The Company further acknowledges that
        no
        Purchaser is acting as a financial advisor or fiduciary of the Company (or
        in
        any similar capacity) with respect to this Agreement and the transactions
        contemplated and any advice given by any Purchaser or any of their respective
        representatives or agents in connection with this Agreement and the transactions
        contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
        Company further represents to each Purchaser that the Company’s decision to
        enter into this Agreement has been based solely on the independent evaluation
        of
        the transactions contemplated by the Company and its representatives.


       

      (l) Acknowledgment
        of Dilution.
        The
        Company acknowledges that the issuance of the Securities may result in dilution
        of the outstanding shares of Common Stock, which dilution may be substantial
        under certain market conditions. The Company further acknowledges that its
        obligations under the Transaction Documents, including without limitation
        its
        obligation to issue the Shares and Warrant Shares pursuant to the Transaction
        Documents, are unconditional and absolute and not subject to any right of
        set
        off, counterclaim, delay or reduction, regardless of the effect of any such
        dilution or any claim the Company may have against any Purchaser and regardless
        of the dilutive effect that such issuance may have on the ownership of the
        other
        stockholders of the Company.

       

      Purchaser
        acknowledges that the Company does not make or has not made any representations
        or warranties with respect to the transactions contemplated other than those
        specifically set forth in this Section 3.1.

       

      3.2 Representations
        and Warranties of the Purchasers.
        Each
        Purchaser hereby, for itself and for no other Purchaser, represents and warrants
        as of the date hereof and as of the Closing Date to the Company as
        follows:

       

      (a) Organization
        Authority.
        The
        Purchaser is an entity duly organized, validly existing and in good standing
        under the laws of the jurisdiction of its organization with full right,
        corporate or partnership power and authority to enter into and to consummate
        the
        transactions contemplated by the Transaction Documents and otherwise to carry
        out its obligations. The execution, delivery and performance by the Purchaser
        of
        the transactions contemplated by this Agreement have been duly authorized
        by all
        necessary corporate or similar action on the part of the Purchaser. Each
        of the
        Transaction Documents to which it is a party has been duly executed by the
        Purchaser, and when delivered by the Purchaser in accordance with these terms,
        constitutes the valid and legally binding obligation of the Purchaser,
        enforceable against it in accordance with its terms, except as limited by
        applicable law.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (b) Investment
        Intent.
        The
        Purchaser understands that the Securities are “restricted securities” and have
        not been registered under the Securities Act or any applicable state securities
        law and that Purchaser is acquiring the Securities as principal for its own
        account and not with a view to or for distributing or reselling any of the
        Securities, has no present intention of distributing any of such Securities,
        and
        has no arrangement or understanding with any other persons regarding the
        distribution of the Securities (this representation and warranty does not
        limit
        the Purchaser’s right to sell the Securities pursuant to the Registration
        Statement or otherwise in compliance with applicable federal and state
        securities laws). Purchaser is acquiring the Securities in the ordinary course
        of its business. Purchaser does not have any agreement or understanding,
        directly or indirectly, with any Person to distribute any of the
        Securities.

       

      (c) Disclosure
        of Information.
        Purchaser carefully reviewed all filings made by the Company with the Commission
        as of the date of this Agreement and has received and carefully reviewed
        any
        information Purchaser has requested from the Company that Purchaser considers
        necessary or appropriate for deciding whether to acquire the Securities,
        including, without limitation, all material risk factors relating to the
        Company. Purchaser further represents that Purchaser has had ample opportunity
        to ask questions and receive answers from the Company concerning the information
        and the terms and conditions of the offering of the Securities and to obtain
        any
        additional information necessary to verify the accuracy of the information
        given
        to Purchaser. Purchaser is making its investment in the Company after having
        reviewed, analyzed, sought professional advice regarding, and fully
        understanding the risk, uncertainties, and liabilities associated with the
        Company. 

       

      (d) Experience
        of Such Purchaser.
        Purchaser, either alone or together with its representatives, is knowledgeable,
        sophisticated, and experienced in business and financial matters and is capable
        of evaluating the merits and risks of the prospective investment in the
        Securities, and has evaluated the merits and risks of the investment. Purchaser
        is able to bear the economic risk of an investment in the Securities and
        is able
        to afford a complete loss of the investment.

       

      (e) General
        Solicitation.
        Purchaser is not purchasing the Securities as a result of any advertisement,
        article, notice or other communication regarding the Securities published
        in any
        newspaper, magazine or similar media or broadcast over television or radio
        or
        presented at any seminar or any other general solicitation or general
        advertisement.

       

      (f) Regulation
        S.

       

      (i) Purchaser
        either has been duly formed and is validly existing as a corporation or other
        legal entity in good standing under the laws of its jurisdiction of
        incorporation set forth on the signature page to this Agreement or is an
        individual who is not a citizen or resident of the United States. Purchaser
        is
        not organized under the laws of the United States and is not a “U.S. Person” as
        that term is defined in Rule 902(o) of Regulation S.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii) Purchaser
        was not formed for the purpose of investing in Regulation S securities or
        for
        the purpose of investing in the Securities sold under this Agreement. Purchaser
        is not registered as an issuer under the Securities Act and is not required
        to
        be registered with the SEC under the Investment Company Act of 1940, as amended.
        Purchaser is entering into this Agreement and is participating in the offering
        of the Shares for its own account, and not on behalf of any U.S. Person as
        defined in Rule 902(o) of Regulation S.

       

      (iii) The
        Company has not made an offer to enter into this Agreement to Purchaser in
        the
        United States other than as permitted in the case of an account managed by
        a
        professional fiduciary resident in the United States within the meaning of
        Section 902(o)(2) of Regulation S. At the times of the offer and execution
        of
        this Agreement and, to the best knowledge of Purchaser, at the time the offering
        originated, Purchaser was located and resident outside the United States,
        other
        than as permitted in the case of an account managed by a professional fiduciary
        resident in the United States within the meaning of Section 902(o)(2) of
        Regulation S.

       

      (iv) Neither
        Purchaser, nor any of its Affiliates, nor any person acting on its behalf
        or on
        behalf of any Affiliate has engaged or will engage in any activity undertaken
        for the purpose of, or that reasonably could be expected to have the effect
        of,
        conditioning the markets in the United States for the Shares or for any
        securities that are convertible into or exercisable for the common stock
        of the
        Company, including, but not limited to, effecting any sale or short sale
        of the
        Company’s securities through Purchaser or any of its Affiliates before the
        expiration of any restricted period contained in Regulation S. To the best
        knowledge of Purchaser, this Agreement and the transactions contemplated
        by it
        are not part of a plan or scheme to evade the registration provisions of
        the
        Securities Act, and Purchaser is purchasing the Shares for investment purposes.
        Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
        participating in this offering of the Securities have agreed that they will
        neither offer nor sell any Securities before the date hereof and through
        the
        expiration of the any restricted period set forth in Rule 903 of Regulation
        S
        (as amended from time to time) to U.S. Persons or for the account or benefit
        of
        U.S. Persons, and they will offer or sell any of the Securities only in
        compliance with the provisions of Regulation S and any other applicable
        provisions of the Securities Act. Purchaser and its representatives have
        not
        conducted any Directed Selling Effort as that term is used and defined in
        Rule
        902 of Regulation S and will not engage in any Directed Selling Effort within
        the United States through the expiration of any restricted period set forth
        in
        Rule 903 of Regulation S.

       

      (v) Purchaser
        acknowledges that following the expiration of any restricted period provided
        by
        Rule 903 of Regulation S, any interest in this Agreement or in the Securities
        sold may be resold within the jurisdiction of the United States or to U.S.
        Persons as defined in Rule 902(o) of Regulation S by or for the account of
        the
        parties only (i) pursuant to a registration statement under the Securities
        Act,
        or (ii) if applicable, pursuant to an exemption from registration for sales
        by a
        person other than an issuer, underwriter, or dealer as those terms are used
        in
        Section 4(1) and related provisions of the Securities Act and regulations
        or
        pursuant to another exemption from registration, only following the expiration
        of any restricted period (if applicable) required by Regulation S. Purchaser
        acknowledges that this Agreement and the Securities have not been registered
        under the Securities Act or qualified under state securities laws of the
        United
        States and that their transferability within the jurisdiction of the United
        States is restricted by the Securities Act as well as state laws. Purchaser
        acknowledges it has received a copy of Regulation S, is familiar with and
        understands its terms, and has had the opportunity to consult with its legal
        counsel concerning this Agreement and Regulation S.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      The
        Company acknowledges that each Purchaser does not make or has not made any
        representations or warranties with respect to the transactions contemplated
        other than those specifically set forth in this Section 3.2.

       

       

      ARTICLE
        IV.

      OTHER
        AGREEMENTS OF THE PARTIES

       

      4.1 Transfer
        Restrictions.
        

       

      (a) The
        Securities may only be disposed of in compliance with state and federal
        securities laws. In connection with any transfer of the Securities other
        than
        pursuant to an effective registration statement or in compliance with Regulation
        S and Rule 144, the Company may require the transferor to provide to the
        Company
        an opinion of counsel selected by the transferor and reasonably acceptable
        to
        the Company, the form and substance of which opinion must be reasonably
        satisfactory to the Company, to the effect that the transfer does not require
        registration of the transferred Securities under the Securities Act. As a
        condition of transfer, any transferee must agree in writing to be bound by
        the
        terms of this Agreement and will have the rights of a Purchaser under this
        Agreement and the Registration Rights Agreement.

       

      (b) The
        Purchaser agrees to the imprinting, so long as it is required under the
        Securities Act and the rules and regulations promulgated under it, on any
        of the
        Securities any of the following legends or substantially similar
        legends:

      

        THESE
          SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
          OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
          FROM
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
          ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
          AN
          AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
          SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
          TO
          SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
          COMPANY. 

         

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      These
        securities have been issued pursuant to an exemption from registration under
        the
        Securities Act of 1933, as amended, pursuant to Regulation S thereunder.
        The
        securities evidenced by this certificate cannot be transferred, offered,
        or sold
        in the United States or to U.S. Persons (as that term is defined in Regulation
        S) except pursuant to registration under the Securities Act of 1933, or pursuant
        to an available exemption from registration.

       

      4.2 Non-Public
        Information.
        The
        Company covenants and agrees that neither it nor any other Person acting
        on its
        behalf will provide any Purchaser or its agents or counsel with any information
        that the Company believes constitutes material non-public information, unless
        Purchaser has first executed a written agreement regarding the confidentiality
        and use of the information.

       

      4.3 Use
        of Proceeds.
        The
        Company will use the net proceeds from the sale of the Securities for working
        capital purposes, current debt and trade payables, and not to redeem any
        Common
        Stock or Common Stock Equivalents or to settle any outstanding
        litigation.

       

      4.4 Reservation
        of Common Stock.
        As of
        the date hereof, the Company has reserved and the Company will continue to
        reserve and keep available at all times, free of preemptive rights, a sufficient
        number of shares of Common Stock for the purpose of enabling the Company
        to
        issue the Shares and Warrant Shares on any exercise of the Warrants.


       

      4.5 Delivery
        of Securities after Closing.
        The
        Company will deliver, or cause to be delivered, the respective Shares and
        Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
        of
        the Closing Date.

       

      4.6  Resale
        by Purchaser.
        Each
        Purchaser understands and acknowledges, severally and not jointly with any
        other
        Purchaser, that the SEC takes the position that the coverage of short sales
        of
        shares of the Common Stock “against the box” before the Effective Date of the
        Registration Statement with the Shares is a violation of Section 5 of the
        Securities Act, as set forth in Item 65, Section 5 under Section A, of the
        Manual of Publicly Available Telephone Interpretations, dated July 1997,
        compiled by the Office of Chief Counsel, Division of Corporation Finance.
        Accordingly, no Purchaser will use any of the Shares to cover any short sales
        made before the Effective Date. Further, each Purchaser will comply with
        any
        obligations it may have under Regulation M with respect to the resale of
        the
        Securities.

       

      ARTICLE
        V.

      MISCELLANEOUS

       

      5.1 Termination.
        This
        Agreement may be terminated by any party, by written notice to the other
        parties, if the Closing has not taken place by the end of thirty days from
        the
        date of this Agreement; but no termination affects the right of any party
        to sue
        for any breach by the other party (or parties).

       

      5.2 Fees
        and Expenses.
        Except
        as otherwise set forth in this Agreement, each party will pay the fees and
        expenses of its advisers, counsel, accountants and other experts, if any,
        and
        all other expenses incurred by the party incident to the negotiation,
        preparation, execution, delivery and performance of this Agreement. The Company
        will pay all stamp and other taxes and duties levied in connection with the
        delivery of the Securities.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      5.3 Entire
        Agreement.
        The
        Transaction Documents, together with their exhibits and schedules, contain
        the
        entire understanding of the parties with respect to their subject matter
        and
        supersede all prior agreements and understandings, oral or written, with
        respect
        to these matters, which the parties acknowledge have been merged into the
        Transaction Documents and their exhibits and schedules.

       

      5.4 Notices.
        Any
        notices or other communications or deliveries required or permitted to be
        provided hereunder must be in writing and are deemed given and effective
        on the
        earliest of (a) the date of transmission, if the notice or communication
        is
        delivered via facsimile at the facsimile number set forth on the signature
        attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
        the
        next Trading Day after the date of transmission, if the notice or communication
        is delivered via facsimile at the facsimile number set forth on the signature
        attached pages on a day that is not a Trading Day or later than 6:30 p.m.
        (Reno,
        Nevada, time) on any Trading Day, (c) the second Trading Day following the
        date
        of mailing, if sent by U.S. nationally recognized overnight courier service,
        or
        (d) upon actual receipt by the party to whom the notice is required to be
        given.
        The address for notices and communications are as set forth on the attached
        signature pages.

       

      5.5 Amendments
        Waivers.
        No
        provision of this Agreement may be waived or amended except in a written
        instrument signed, in the case of an amendment, by the Company and each
        Purchaser or, in the case of a waiver, by the party against whom enforcement
        of
        any waiver is sought. No waiver of any default with respect to any provision,
        condition or requirement of this Agreement is deemed to be a continuing waiver
        in the future or a waiver of any subsequent default or a waiver of any other
        provision, condition or requirement, nor does any delay or omission of either
        party to exercise any right hereunder in any manner impair the exercise of
        the
        right.

       

      5.6 Construction.
        The
        headings in this Agreement are for convenience only, do not constitute a
        part of
        this Agreement, and cannot be deemed to limit or affect any of the provisions.
        The language used in this Agreement is deemed to be the language chosen by
        the
        parties to express their mutual intent, and no rules of strict construction
        can
        be applied against any party.

       

      5.7 Successors
        and Assigns.
        This
        Agreement binds and inures to the benefit of the parties and their successors
        and permitted assigns and is not assignable.

       

      5.8 No
        Third-Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties and their respective
        successors and permitted assigns and is not for the benefit of, nor may any
        provision be enforced by, any other Person.

      


      
        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      5.9 Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of the Transaction Documents must be governed by and construed and enforced
        in
        accordance with the internal laws of the State of Nevada,
        without
        regard to the principles of conflicts of law. All legal proceedings concerning
        the interpretations, enforcement and defense of the transactions contemplated
        by
        the Transaction Documents (whether brought against a party or its respective
        affiliates, directors, officers, shareholders, employees or agents) must
        be
        commenced exclusively in the state and federal courts sitting in Reno.
        Each
        party irrevocably submits to the exclusive jurisdiction of the state and
        federal
        courts sitting in Reno
        for the
        adjudication of any dispute in connection with the Transaction Documents,
        and
        irrevocably waives, and will not assert in any suit, action or proceeding,
        any
        claim that it is not personally subject to the jurisdiction of any such court,
        that it is an improper or inconvenient venue for the proceeding. The parties
        waive all rights to a trial by jury. If either party commences an action
        or
        proceeding to enforce any provisions of the Transaction Documents, then the
        non-prevailing party in the action or proceeding will reimburse the prevailing
        party for its attorneys’ fees and other costs and expenses incurred with the
        investigation, preparation and prosecution of the action or
        proceeding.

       

      5.10 Execution.
        This
        Agreement may be executed in two or more counterparts and delivered to the
        other
        parties by any means; and the counterparts, taken together, are considered
        one
        and the same agreement, and any electronically delivered signature page is
        deemed to be an originally signed document. 

       

      5.11 Severability.
        If any
        provision of this Agreement is held to be invalid or unenforceable in any
        respect, the validity and enforceability of the remaining terms and provisions
        of this Agreement are not in any way be affected or impaired thereby and
        the
        parties will attempt to agree upon a valid and enforceable provision that
        is a
        reasonable substitute, and upon so agreeing, will incorporate the substitute
        provision in this Agreement.

       

      5.12 Replacement
        of Securities.
        If any
        certificate or instrument evidencing any Securities is mutilated, lost, stolen
        or destroyed, the Company will issue or cause to be issued in exchange and
        substitution for and upon its cancellation, or in lieu of and substitution,
        a
        new certificate or instrument, but only upon receipt of evidence reasonably
        satisfactory to the Company of the loss, theft or destruction and customary
        and
        reasonable indemnity, if requested. An applicant for a new certificate or
        instrument under such circumstances will pay any reasonable third-party costs
        associated with the issuance of the replacement Securities.

       

      5.13 Remedies.
        In
        addition to being entitled to exercise all rights provided herein or granted
        by
        law, including recovery of damages, each of the Purchasers and the Company
        is
        entitled to specific performance under the Transaction Documents. 

       

      5.14 Independent
        Nature of Purchasers’ Obligations and Rights.
        The
        obligations of each Purchaser under the Transaction Documents are several
        and
        not joint with the obligations of any other Purchaser, and no Purchaser is
        responsible in any way for the performance of the obligations of any other
        Purchaser under the Transaction Documents. Nothing contained in any Transaction
        Documents, and no action taken by any Purchaser pursuant to them, can be
        deemed
        to constitute the Purchasers as a partnership, an association, a joint venture
        or any other kind of entity, or create a presumption that the Purchasers
        are in
        any way acting in concert or as a group with respect to the obligations or
        the
        transactions contemplated by the Transaction Documents. Each Purchaser is
        entitled to independently protect and enforce its rights, including, without
        limitation, the rights arising out of this Agreement or out of the other
        Transaction Documents, and it is not be necessary for any other Purchaser
        to be
        joined as an additional party in any proceeding for this purpose. Each Purchaser
        has been represented by its own separate legal counsel in their review and
        negotiation of the Transaction Documents. The Company has elected to provide
        all
        Purchasers with the same terms and Transaction Documents for the convenience
        of
        the Company and not because it was required or requested to do so by the
        Purchasers.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (Signature
        pages follow.)

       

      In
        witness whereof,
        the
        parties hereto have caused this Securities Purchase Agreement to be duly
        executed by their respective authorized signatories as of the date first
        indicated above.

       

      


      
        	
                BULLION
                  RIVER GOLD CORP.

                 

              	
                Address
                  for Notice:

              
	
                By:/s/
                  Peter M. Kuhn        

                Name:
                  Peter M. Kuhn

                Title:
                  President

              	
                3500
                  Lakeside Court, Suite 200

                Reno,
                  NV 89509

                Fax:
                  775-324-7893

              
	
                With
                  a copy to (which cannot constitute notice):

                 

              	 


      

       

      [Remainder
        of page intentionally left blank.

      Signature
        pages for purchasers follow.]

      


      
        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

      

      


      [Purchasers’
        signature pages to BLRV Securities Purchase Agreement]

      


      In
        witness whereof,
        the
        undersigned have caused this Securities Purchase Agreement to be duly executed
        by their respective authorized signatories as of the date first indicated
        above.

       

      Name
        of
        Purchaser: Hannah Hochwimmer

      Country
        of incorporation or residence: Germany

      Signature
        of Authorized Signatory of Purchaser:
        /s/
        George Hochwimmer

      Name
        of
        Authorized Signatory: Georg Hochwimmer

      Title
        of
        Authorized Signatory:___________________________________________

      Email
        Address of Purchaser: hochwimmer@generalresearch.de

      


      Address
        for notice of Purchaser:  Am Griesberg 19, D-84347,
        Pfarrkirchen

       

      Address
        for delivery of Securities for Purchaser (if not same as above):

      ______________________________________________________________

       

      
        ______________________________________________________________

      

      


      Subscription
        Amount: $13,500

      Shares:
        27,000

      Warrant
        Shares: 27,000

      Date:
        October 28th, 2005

       

      [Purchasers’
        signature pages continue]

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 11/28/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 27,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      Feb 3,
      2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Hannah
      Hochwimmer (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      27,000 shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
11/28/2005, among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.


     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase _____________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

     

                    ________________________________________

     

    
                      ________________________________________

       

      
                        ________________________________________

      

    

     

    
 

    ________________________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder: _______________________________________________________

    Name
      of
      authorized signatory: ____________________________________________

    Title
      of
      authorized signatory: _____________________________________________

    Date:
      _____________________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 2,333
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Hannah
      Hochwimmer (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 2,333
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 6,777
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Hannah
      Hochwimmer (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 6,777
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 4/29/2005,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    Heinz Hoefliger

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 1/23/2006,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser: Heinz Hoefliger

    Country
      of incorporation or residence: Switzerland

    Signature
      of Authorized Signatory of Purchaser:
      /s/
      Heinz Hoefliger

    Name
      of
      Authorized Signatory: Heinz Hoefliger

    Title
      of
      Authorized Signatory:___________________________________________

    Email
      Address of Purchaser: hoefliger@t-online.de

    


    Address
      for notice of Purchaser:  Hafenweig 8, CH-8808, Pfaeffikon,
      Switzerland

     

    Address
      for delivery of Securities for Purchaser (if not same as above):

    ______________________________________________________________

     

    
      ______________________________________________________________

    

    


    Subscription
      Amount: $13,500

    Shares:
      27,000

    Warrant
      Shares: _____________________

    Date:
      January 14th, 2006

     

    [Purchasers’
      signature pages continue]

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 1/23/06,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        B

       

      Neither
        this security nor the securities into which this security is exercisable
        have
        been registered with the Securities and Exchange Commission or the securities
        commission of any state in reliance upon an exemption from registration under
        the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
        offered or sold except pursuant to an effective registration statement under
        the
        Securities Act or pursuant to an available exemption from, or in a transaction
        not subject to, the registration requirements of the Securities Act and in
        accordance with applicable state securities laws as evidenced by a legal
        opinion
        of counsel to the transferor to such effect, the substance of which will
        be
        reasonably acceptable to the company.

      


      This
        security and the securities into which this security is exercisable have
        been
        issued pursuant to an exemption from registration under the Securities Act
        of
        1933, as amended, pursuant to regulation S thereunder. This security and
        the
        securities into which this security is excercisable cannot be transferred,
        offered, or sold in the united states or to U.S. Persons (as that term is
        defined in regulation S) except pursuant to registration under the Securities
        Act of 1933, or pursuant to an available exemption from
        registration.

      


      


      COMMON
        STOCK PURCHASE WARRANT

      


      To
        purchase 27,000
        shares
        of common stock of

       

      BULLION
        RIVER GOLD CORP.

       

      Dated:
        Feb 3,
        2006

       

      This
        common stock purchase warrant
        (the
“Warrant”)
        certifies that, for value received, Heinz
        Hoefliger (“the
        “Holder”),
        is
        entitled, upon the terms and subject to the limitations on exercise and the
        conditions hereinafter set forth, at any time on or after the date given
        above
        (the “Initial
        Exercise Date”)
        and by
        the close of business on the second anniversary of the Initial Exercise Date
        (the “Termination
        Date”)
        but
        not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
        a
        Nevada corporation (the “Company”),
        up
        to
        27,000 shares
        (the “Warrant
        Shares”)
        of
        common stock, par value $0.001 per share, of the Company (the “Common
        Stock”).
        The
        purchase price of one share of Common Stock under this Warrant is equal to
        the
        Exercise Price, as defined in Section 2(a).
        

       

      1. Definitions.
        Capitalized terms used and not otherwise defined in this Warrant have the
        same
        meanings as they have in the Securities Purchase Agreement (the “Purchase
        Agreement”),
        dated
1/23/2006, among
        the Company and the Holder as Purchaser.

      


      
        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

      

       

      2. Exercise.

       

      (a) Exercise
        Price.
        The
        exercise price of the Common Stock under this Warrant is $0.75,

       

      (b) Exercise
        of Warrant.
        The
        Holder may exercise the purchase rights represented by this Warrant at any
        time
        from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
        the Termination Date by delivering to the Company (i) a duly executed facsimile
        copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
        delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
        by
        wire or cashier’s check drawn on a United States bank the United States dollar
        amount equal to the number of Warrant Shares being purchased times the Exercise
        Price (the “Exercise
        Amount”). 

       

      (c) Exercise
        limitations. 

       

      (i) The
        Holder may not exercise any portion of this Warrant if, immediately after
        the
        Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
        would beneficially own more than 4.99% of the number of shares of the Common
        Stock outstanding.  For the purposes of the foregoing sentence, the number
        of shares of Common Stock beneficially owned by the Holder and its Affiliates
        includes the number of shares of Common Stock issuable upon the exercise
        of this
        Warrant, but excludes the number of shares of Common Stock that would be
        issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
        this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
        the unexercised or nonconverted portion of any other securities of the Company
        that the Holder or any of its Affiliates own beneficially. 
        Except as set forth in the foregoing sentence, for the purposes of this Section
        2(c),
        beneficial ownership must be calculated in accordance with Section 13(d)
        of the
        Securities and Exchange Act of 1934 (“Exchange
        Act”).

       

      (ii) The
        Holder acknowledges that the Company is not representing to Holder that the
        calculation described in Section 2(c)(i)
        complies
        with Section 13(d) of the Exchange Act and Holder is solely responsible for
        any
        schedules required to be filed in accordance with it. The determination of
        whether this Warrant is exercisable (in relation to other securities owned
        by
        the Holder and its Affiliates) is in the sole discretion of the Holder, and
        the
        submission of a Notice of Exercise is deemed to be the Holder’s declaration that
        the Holder has determined that this Warrant is exercisable as set out in
        the
        Notice of Exercise and subject to the limitations in this Section 2(c);
        and the
        Company is not obliged to verify or confirm the accuracy of the Holder’s
        determination.

       

      (iii) For
        the
        purposes of this Section 2(c),
        in
        determining the number of outstanding shares of Common Stock, the Holder
        may
        rely on the number of outstanding shares of Common Stock as reflected in
        the
        most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
        10-KSB, (B) a public announcement by the Company stating the number of shares
        of
        Common Stock outstanding, or (C) any other notice by the Company or the
        Company’s Transfer Agent stating the number of shares of Common Stock
        outstanding.  If Holder asks for it, the Company will within two Trading
        Days confirm orally and in writing to the Holder the number of shares of
        Common
        Stock then outstanding.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (d) Mechanics
        of Exercise.

       

      (i) Authorization
        of Warrant Shares.
        The
        Company will issue all Warrant Shares as duly authorized, validly issued,
        fully
        paid and non-assessable, and free from all taxes, liens and charges (other
        than
        taxes in respect of any transfer occurring contemporaneously with the issue).
        

       

      (ii) Delivery
        of certificates upon exercise.
        The
        Company’s transfer agent will deliver certificates for Warrant Shares to the
        Holder to the address specified by the Holder in the Notice of Exercise within
        3
        Trading Days from the later of (A) the Company’s receipt of the Notice of
        Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
        receipt of the Exercise Amount as set out in Section 2(b)
        (“Warrant
        Share Delivery Date”).
        This
        Warrant is deemed to have been exercised on the date the Exercise Amount
        is
        received by the Company (“Exercise
        Date”);
        and
        the Warrant Shares are deemed to have been issued, and Holder is deemed to
        have
        become a holder of record of the shares for all purposes, on the Exercise
        Date.

       

      (iii)
        Delivery
        of new Warrants upon exercise.
        If this
        Warrant is exercised in part, the Company will, when it delivers the certificate
        or certificates representing Warrant Shares, deliver to Holder a new Warrant
        evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
        identical in all other respects with this Warrant.

       

      (iv)
        Rescission
        rights.
        If the
        Company fails to cause its transfer agent to transmit to the Holder a
        certificate or certificates representing the Warrant Shares pursuant to this
        Section 2(d)(iv)
        by the
        Warrant Share Delivery Date, then the Holder may rescind the
        exercise.

       

      (v)
        No
        fractional shares or scrip.
        No
        fractional shares or scrip representing fractional shares may be issued upon
        the
        exercise of this Warrant. If the Holder would otherwise be entitled to
        fractional shares upon the exercise, the Company will pay a cash adjustment
        in
        respect of the fraction in an amount equal to the fraction multiplied by
        the
        Exercise Price.

       

      (vi)
        Charges,
        taxes and expenses.
        The
        Company will issue certificates for Warrant Shares in the name of the Holder
        and
        will not charge the Holder for any issue or transfer tax or other incidental
        expense in respect of the issuance of the certificate.

       

      (vii)
        Closing
        of books.
        The
        Company will not close its stockholder books or records in any manner that
        prevents the timely exercise of this Warrant.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3. Certain
        Adjustments.

       

      (a) Stock
        dividends and splits.
        If the
        Company, at any time while this Warrant is outstanding,
        (i)
        pays a stock dividend or otherwise makes a distribution on shares of its
        Common
        Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
        does
        not include any shares of Common Stock issued by the Company pursuant to
        this
        Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
        number of shares, (iii) combines outstanding shares of Common Stock into
        a
        smaller number of shares, or (iv) issues by reclassification of shares of
        the
        Common Stock any shares of capital stock of the Company, then the Exercise
        Price
        must be multiplied by a fraction of which the numerator is the number of
        shares
        of Common Stock (excluding treasury shares, if any) outstanding before the
        event
        and of which the denominator is the number of shares of Common Stock outstanding
        after the event, and the number of shares issuable upon exercise of this
        Warrant
        must be proportionately adjusted by this fraction. Any adjustment made pursuant
        to this Section 3(a)
        is
        effective immediately after the record date for the determination of
        stockholders entitled to receive the dividend or distribution and is effective
        immediately after the effective date in the case of a subdivision, combination
        or re-classification.

       

      (b) Fundamental
        Transaction.
        If, at
        any time while this Warrant is outstanding,
        (i) the
        Company merges or consolidates with or into another Person, (ii) the Company
        sells all or substantially all of its assets in one or a series of related
        transactions, (iii) any Person completes a tender offer or exchange offer
        by
        which holders of Common Stock are permitted to tender or exchange their shares
        for other securities, cash or property, or (iv) the Company reclassifies
        its
        Common Stock or completes any compulsory share exchange pursuant to which
        the
        Common Stock is effectively converted into or exchanged for other securities,
        cash or property (in any such case, a “Fundamental
        Transaction”),
        then,
        upon any subsequent conversion of this Warrant, the Holder has the right
        to
        receive, for each Warrant Share that would have been issued upon the exercise
        absent the Fundamental Transaction, the same consideration as the Company
        has
        given its other holders of its Common Stock for the conversion of their Common
        Stock outstanding at the time of the Fundamental Transaction (the “Alternate
        Consideration”).
        Any
        successor to the Company or surviving entity in a Fundamental Transaction
        must
        issue to the Holder a new warrant consistent with the foregoing provisions
        with
        evidence of the Holder’s right to exercise the warrant into Alternate
        Consideration. The terms of any agreement pursuant to which a Fundamental
        Transaction is completed must include terms requiring the successor or surviving
        entity to comply with the provisions of this Section 3(b)
        and
        insuring that this Warrant (or any replacement security) is similarly adjusted
        upon any subsequent transaction analogous to a Fundamental
        Transaction.

       

      (c) Calculations.
        All
        calculations under this Section 3
        must be
        made to the nearest cent or the nearest 1/100th
        of a
        share, as the case may be. The number of shares of Common Stock outstanding
        at
        any given time does not include shares of Common Stock owned or held by or
        for
        the account of the Company. For the purposes of this Section 3,
        the
        number of shares of Common Stock deemed to be issued and outstanding as of
        a
        given date is the sum of the number of shares of Common Stock (excluding
        treasury shares, if any) issued and outstanding.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (d) Notice
        to Holders.
        If the
        Company makes adjustments under this Section 3,
        the
        Company will promptly mail to each Holder a notice containing a description
        of
        the event that required the adjustment. If the Company proposes any transaction
        that affects the rights of the holders of its Common Stock, then the Company
        will notify the Holders of the proposal at least twenty days before the record
        date set for the transaction.

       

      4. Warrant
        register.
        The
        Company will register this Warrant on its warrant register and will treat
        the
        registered Holder as the absolute owner for all purposes.

       

      5. Miscellaneous.

       

      (a) Title
        to Warrant.
        This
        Warrant is not transferable.

       

      (b) No
        rights as shareholder until Exercise Date.
        This
        Warrant does not entitle the Holder to any voting rights or other rights
        as a
        shareholder of the Company before the Exercise Date. Upon the surrender of
        this
        Warrant and the payment of the aggregate Exercise Price, the Company will
        issue
        the Warrant Shares to the Holder as the record owner of the Warrant Shares
        as of
        the close of business on the Exercise Date.

       

      (c) Loss,
        Theft, Destruction or Mutilation of Warrant.
        The
        Company covenants that upon receipt by the Company of evidence reasonably
        satisfactory to it of the loss, theft, destruction or mutilation of this
        Warrant
        or any stock certificate relating to the Warrant Shares, and, in case of
        loss,
        theft or destruction, of indemnity or security reasonably satisfactory to
        it,
        and upon surrender and cancellation of the Warrant or stock certificate,
        if
        mutilated, the Company will make and deliver a new Warrant or stock certificate
        of like tenor and dated as of the cancellation, in lieu of the Warrant or
        stock
        certificate.

       

      (d) Saturdays,
        Sundays, Holidays, etc.
        If the
        last date for doing anything under this Warrant falls on a Saturday, Sunday
        or a
        legal holiday, then the thing may be done on the next succeeding Trading
        Day.

       

      (e) Authorized
        Shares.

       

      (i) The
        Company covenants that, while the Warrant is outstanding, it will reserve
        from
        its authorized and unissued Common Stock a sufficient number of shares to
        provide for the issuance of the Warrant Shares upon the exercise of any purchase
        rights under this Warrant. The Company further covenants that its issuance
        of
        this Warrant constitutes full authority to its officers who are charged with
        the
        duty of executing stock certificates to execute and issue the necessary
        certificates for the Warrant Shares upon the exercise of the purchase rights
        under this Warrant. The Company will take all such reasonable action as may
        be
        necessary to assure that the Warrant Shares are issued as provided without
        a
        violation of any applicable law or regulation, or of any requirements of
        the
        Trading Market upon which the Common Stock may be listed or quoted.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (ii) 
        Unless
        waived or consented to by the Holder, the Company will not by any action
        avoid
        or seek to avoid the observance or performance of any of the terms of this
        Warrant, but will at all times in good faith assist in carrying out of all
        its
        terms and take whatever actions is necessary or appropriate to protect the
        rights of Holder under this Warrant from impairment.

       

      (f) Jurisdiction.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Warrant must be determined in accordance with the provisions of the
        Purchase Agreement.

       

      (g) Restrictions.
        The
        Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
        not registered, will be subject to restrictions upon resale imposed by state
        and
        federal securities laws.

       

      (h) No
        waiver.
        No
        course of dealing or any delay or failure to exercise any right hereunder
        on the
        part of Holder operates as a waiver of the right or otherwise prejudices
        Holder’s rights, powers or remedies.

       

      (i) Notice.
        Any
        notice, request or other document required or permitted to be given or delivered
        by either party to the other must be delivered in accordance with the notice
        provisions of the Purchase Agreement.

       

      (j) Successors
        and Assigns.
        Subject
        to applicable securities laws, this Warrant inures to the benefit of and
        binds
        the successors and permitted assigns of the Company and the Holder.

       

      (k) Amendment.
        Any
        amendment of this Warrant must be in writing and signed by both the Company
        and
        the Holder.

       

      (l) Severability.
        Wherever possible, each provision of this Warrant must be interpreted under
        applicable law, but if any provision of this Warrant is prohibited by or
        invalid
        under applicable law, the provision is ineffective to the extent of the
        prohibition or invalidity, without invalidating the remaining provisions
        of this
        Warrant.

       

      (m) Headings.
        The
        headings used in this Warrant are for the convenience of reference only and
        are
        not, for any purpose, deemed a part of this Warrant.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      In
        witness whereof
        the
        Company has caused this Warrant to be executed by its duly authorized
        officer.


       

      
        	 	
                BULLION
                  RIVER GOLD CORP.

                 

              
	 	
                By:
                  /s/
                  Peter M. Kuhn        

                Name:
                  Peter M. Kuhn

                Title:
                  President

              


      

       

      
        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

      

      


      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 9,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Heinz
      Hoefliger (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 9,000
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    Scott Hunter

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of Dec. 19, 2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser:      Scott Hunter                                                                                                       
      

    Country
      of incorporation or
      residence:                                                                                         

    Signature
      of Authorized Signatory of Purchaser:   
      /s/ Scott Hunter                

    Name
      of
      Authorized
      Signatory:                                                                
      

    Title
      of
      Authorized
      Signatory:                                                                                            

    Email
      Address of Purchaser: ______Shunter@haywood.com                    

    


    Address
      for notice of Purchaser: 20th floor, 400 Burnard St., Vancouver, B.C. V6C
      3A6


    


    Address
      for delivery of Securities for Purchaser (if not same as above):

    _______________________________________________________________________

     

    
      _______________________________________________________________________

    

    


    Subscription
      Amount: $25,000.00                                                     
      

    Shares:
      50,000

    Warrant
      Shares: ________________________________

    Date:
      Dec. 19, 2005

     

    [Purchasers’
      signature pages continue]

     

    Please
      Register the Shares to:

    Haywood
      Securities Inc.

    IRF
      Scott Hunter

    #2000-400
      Burrard Street

    Vancouver,
      BC V6C 3A6

     

    Please
      Deliver the Shares to:

    Haywood
      Securites Inc.

    #2000-400
      Burrard Street

    Vancouver,
      BC V6C 3A6

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 12/19/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 50,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      Feb 3,
      2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value
      received, Scott Hunter (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      50,000 shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
12/20/2005, among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.


     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase _____________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

     

                    ________________________________________

     

    
                      ________________________________________

       

      
                        ________________________________________

      

    

     

    
 

    ________________________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder: _______________________________________________________

    Name
      of
      authorized signatory: ____________________________________________

    Title
      of
      authorized signatory: _____________________________________________

    Date:
      _____________________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 11,111
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Scott Hunter
      (“the
“Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      11,111
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 5/2/2005,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    Susanne Schoen

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 11/14/2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser: Susanne Schoen

    Country
      of incorporation or residence: Germany

    Signature
      of Authorized Signatory of Purchaser:
      /s/ S.
      Schoen

    Name
      of
      Authorized Signatory: Dr. Susanne Schoen

    Title
      of
      Authorized Signatory:___________________________________________

    Email
      Address of Purchaser: schoen@henkelpatent.de

    


    Address
      for notice of Purchaser:  watzmannstr. 38, 82005 Gilching,
      Germany

     

    Address
      for delivery of Securities for Purchaser (if not same as above):

    ______________________________________________________________

     

    
      ______________________________________________________________

    

    


    Subscription
      Amount: $25,000

    Shares:
      50,000

    Warrant
      Shares: _____________________

    Date:
      November 14th, 2005

     

    [Purchasers’
      signature pages continue]

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 11/14/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 50,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      Feb 3,
      2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Dr. Susanne
      Schoen (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      50,000 shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
11/14/2005, among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.


     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase _____________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

     

                    ________________________________________

     

    
                      ________________________________________

       

      
                        ________________________________________

      

    

     

    
 

    ________________________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder: _______________________________________________________

    Name
      of
      authorized signatory: ____________________________________________

    Title
      of
      authorized signatory: _____________________________________________

    Date:
      _____________________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 8,333
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Susanne
      Schoen (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 8,333
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    PETER-PAUL STENGEL

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of November 18th, 2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser: PETER-PAUL STENGEL

    Country
      of incorporation or residence: Germany

    Signature
      of Authorized Signatory of Purchaser:
      /s/
      Peter-Paul Stengel

    Name
      of
      Authorized Signatory: Peter-Paul Stengel

    Title
      of
      Authorized Signatory:

    Email
      Address of Purchaser: peter@stengel.biz

    


    Address
      for notice of Purchaser:  Arnulfstrasse 4, 80335 Munich,
      Germany

     

    Address
      for delivery of Securities for Purchaser (if not same as above):

    ______________________________________________________________

     

    
      ______________________________________________________________

    

    


    Subscription
      Amount: $175.000

    Shares:
      350.000

    Warrant
      Shares: 350.000

    Date:
      November 18th, 2005

     

    [Purchasers’
      signature pages continue]

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 11/18/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 350,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      Feb 3,
      2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Peter-Paul
      Stengel (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      350,000 shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
11/17/2005, among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.


     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase _____________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

     

                    ________________________________________

     

    
                      ________________________________________

       

      
                        ________________________________________

      

    

     

    
 

    ________________________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder: _______________________________________________________

    Name
      of
      authorized signatory: ____________________________________________

    Title
      of
      authorized signatory: _____________________________________________

    Date:
      _____________________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 11,167
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Peter-Paul
      Stengel (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to 11,167
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    Ursula S. Ulrich

    

      THE
        SECURITIES SOLD HEREUNDER HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO
        REGULATION S THEREUNDER. THE SECURITIES SOLD HEREUNDER CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

     

    SECURITIES
      PURCHASE AGREEMENT

     

    This
      Securities Purchase Agreement
      (this
“Agreement”)
      is
      dated as of 10/12/2005,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      each purchaser identified on the signature pages hereto (each, including its
      successors and assigns, a “Purchaser”
and
      collectively the “Purchasers”);
      and

     

    Whereas,
      subject
      to the terms and conditions set forth in this Agreement and pursuant to Section
      4(2) of the Securities Act (as defined below), and Rule 506 promulgated
      thereunder, the Company desires to issue and sell to each Purchaser, and each
      Purchaser, severally and not jointly, desires to purchase from the Company
      in
      the aggregate, up to $7,500,000 of shares of Common Stock and Warrants on the
      Closing Date.

     

    In
      consideration
      of the
      mutual covenants contained in this Agreement, and for other good and valuable
      consideration the receipt and adequacy of which are hereby acknowledged, the
      Company and each Purchaser agrees as follows:

     

    ARTICLE
      I.

     

    DEFINITIONS

     

    1.1 Definitions

     

     For
      all purposes of this Agreement:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person as these
      terms are used in and construed under Rule 144, and any investment fund or
      managed account that is managed on a discretionary basis by the same investment
      manager as a Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Common Stock and the Warrants under
      Section 2.1.

     

    “Closing
      Date”
means
      the Trading Day when all of the Transaction Documents have been executed and
      delivered by the applicable parties.

     

    “Commission”
means
      the Securities and Exchange Commission.

     

    “Common
      Stock”
means
      the common shares of the Company with a par value of $0.001 per share, and
      any
      securities into which the common shares might be reclassified. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    “Common
      Stock Equivalents”
means
      any securities of the Company or the Subsidiaries that would at any time entitle
      the holder to acquire Common Stock, including without limitation, any debt,
      preferred stock, rights, options, warrants or other instrument that is at any
      time convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

     

    “Effective
      Date”
means
      the date that the Registration Statement is first declared effective by the
      Commission.

     

    “Liens”
means
      a
      lien, charge, security interest, encumbrance, and right of first refusal,
      preemptive right or other restriction.

     

    “Material
      Adverse Effect”
is
      defined in Section 3.1(b).

     

    “Per
      Share Purchase Price”
equals
      $0.75,
      subject
      to adjustment for reverse and forward stock splits, stock dividends, stock
      combinations and other similar transactions of the Common Stock that occur
      after
      the date of this Agreement.

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    “Proceeding”
      means an
      action, claim, suit, investigation or proceeding (including, without limitation,
      an investigation or partial proceeding, such as a deposition), whether commenced
      or threatened.

     

    “Registration
      Rights Agreement”
means
      the Registration Rights Agreement, dated as of the date of this Agreement,
      among
      the Company and each Purchaser, in the form of the attached Exhibit
      A.

     

    “Registration
      Statement”
means
      a
      registration statement meeting the requirements set forth in the Registration
      Rights Agreement and covering the resale by the Purchasers of the Shares and
      the
      Warrant Shares. 

     

    “Required
      Approvals”
is
      defined in Section 3.1(e).

     

    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted by the Commission having substantially the same effect as
      such
      Rule. 

     

    “Securities”
means
      the Shares, the Warrants and the Warrant Shares.

     

    “Securities
      Act”
means
      the Securities Act of 1933.

     

    “Shares”
means
      the shares of Common Stock issued or issuable to each Purchaser under to this
      Agreement.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Subscription
      Amount”
means,
      as to each Purchaser, the amount set below each Purchaser’s signature block on
      the signature page, in United States dollars and in immediately available funds.
      

     

    “Subsidiary”
means
      any subsidiary of the Company and any future direct or indirect subsidiary
      of
      the Company.

     

    “Trading
      Day”
means
      a
      day on which the Common Stock is quoted or traded on a Trading
      Market.

     

    “Trading
      Market”
means
      the American Stock Exchange, the New York Stock Exchange, the Nasdaq National
      Market, the Nasdaq SmallCap Market or the OTC Bulletin Board.

     

    “Transaction
      Documents”
means
      this Agreement, the Warrants and the Registration Rights Agreement and any
      other
      documents or agreements executed in connection with the transactions
      contemplated hereunder. 

     

    “Warrants”
means
      the Common Stock Purchase Warrants in the form of the attached Exhibit
      B.

     

    “Warrant
      Shares”
means
      the shares of Common Stock issuable upon exercise of the Warrants.

     

    ARTICLE
      II.

     

    PURCHASE
      AND SALE

     

    2.1 Closing.
      On the
      Closing Date, each Purchaser will purchase from the Company, severally and
      not
      jointly with the other Purchasers, and the Company will issue and sell to each
      Purchaser, (a) a number of Shares equal to such Purchaser’s Subscription Amount
      divided by the Per Share Purchase Price and (b) the Warrants as determined
      pursuant to Section 2.2(a)(iii).
      The
      aggregate Subscription Amounts for the Shares sold hereunder will be a maximum
      of $5,000,000. Upon satisfaction of the conditions set forth in Section
2.3,
      the
      Closing will occur at the offices of the Company or such other location as
      the
      parties will mutually agree.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company will deliver or cause to be delivered to each
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company;

     

    (ii) a
      certificate evidencing a number of Shares equal to the Purchaser’s Subscription
      Amount divided by the Per Share Purchase Price, registered in the name of the
      Purchaser;

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (iii) a
      Warrant, registered in the name of the Purchaser, pursuant to which the
      Purchaser has the right to acquire up to the number of shares of Common Stock
      equal to 100% of the Shares to be issued to the Purchaser; and

     

    (iv) the
      Registration Rights Agreement duly executed by the Company.

     

    (b) On
      the
      Closing Date, each Purchaser will deliver or cause to be delivered to the
      Company the following:

     

    (i) this
      Agreement duly executed by the Purchaser;

     

    (ii) the
      Purchaser’s Subscription Amount by wire transfer as per the wire instructions
      provided by the Company; and

     

    (iii) the
      Registration Rights Agreement duly executed by the Purchaser.

     

    2.3 Closing
      Conditions. 

     

    (a) The
      obligations of the Company in connection with the Closing are subject to each
      of
      the following conditions being met:

     

    (i) The
      representations and warranties of the Purchasers are accurate in all material
      respects when they were made and on the Closing date

     

    (ii) The
      Purchasers have performed all obligations, covenants and agreements required
      to
      be performed by the Closing Date.

     

    (iii) The
      Purchasers have delivered the items set forth in Section 2.2(b)
      of this
      Agreement.

     

    (b) The
      respective obligations of the Purchasers in connection with the Closing are
      subject to each of the following conditions being met:

     

    (i) The
      representations and warranties of the Company are accurate in all material
      respects on the Closing Date

     

    (ii) The
      Company has performed all obligations, covenants and agreements required to
      be
      performed by the Closing Date.

     

    (iii) The
      Company has delivered the items set forth in Section 2.2(a)
      of this
      Agreement.

     

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Company.
      The
      Company represents and warrants to each Purchaser:

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (a) Subsidiaries.
      The
      Company owns, directly or indirectly, all of the capital stock or other equity
      interests of each Subsidiary free and clear of any Liens, and all the issued
      and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities. 

     

    (b) Organization
      and Qualification.
      Each of
      the Company and the Subsidiaries is an entity duly incorporated or otherwise
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its incorporation or organization (as applicable), with the
      requisite power and authority to own and use its properties and assets and
      to
      carry on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its respective
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents. Each of the Company and the Subsidiaries is duly qualified
      to
      conduct business and is in good standing as a foreign corporation or other
      entity in each jurisdiction in which the nature of the business conducted or
      property owned by it makes such qualification necessary, except where the
      failure to be so qualified or in good standing could not reasonably be expected
      to have (i) a material adverse effect on the legality, validity or
      enforceability of any Transaction Documents, (ii) a material adverse effect
      on
      the results of operations, assets, business, prospects or financial condition
      of
      the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
      effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Documents (any of (i), (ii) or
      (iii), a “Material
      Adverse Effect”)
      and no
      Proceeding has been instituted in any such jurisdiction revoking, limiting
      or
      curtailing or seeking to revoke, limit or curtail such power and authority
      or
      qualification.

     

    (c) Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by each of the Transaction Documents
      and otherwise to carry out its obligations under them. The Company’s execution
      and delivery of each of the Transaction Documents and its consummation of the
      transactions contemplated by them have been duly authorized by all necessary
      action on the part of the Company and no further action is required by the
      Company in their connection other than in connection with the Required
      Approvals. Each Transaction Documents has been (or upon delivery will have
      been)
      duly executed by the Company and, when delivered in accordance with the terms
      hereof, will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws of general application affecting enforcement of creditors’ rights
      generally and (ii) as limited by laws relating to the availability of specific
      performance, injunctive relief or other equitable remedies.

     

    (d) No
      Conflicts.
      The
      Company’s execution, delivery and performance of the Transaction Documents, its
      issuance and sale of the Shares and its consummation of the other transactions
      contemplated hereby do not and will not (i) conflict with or violate any
      provision of the Company’s or any Subsidiary’s certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or (ii)
      conflict with or result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Company or a Subsidiary is subject (including federal
      and
      state securities laws and regulations).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (e) Filings,
      Consents and Approvals.
      The
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with its execution, delivery and performance of the Transaction
      Documents, other than (i) the filing with the Commission of the Registration
      Statement, and (ii) any filings that are required by applicable federal and
      state securities laws (collectively, the “Required
      Approvals”).

     

    (f) Issuance
      of the Securities.
      The
      Shares and Warrants are duly authorized and, when issued and paid for in
      accordance with the Transaction Documents, will be duly and validly issued,
      fully paid and nonassessable, free and clear of all Liens imposed by the Company
      other than restrictions on transfer provided for in the Transaction Documents.
      The Warrant Shares, when issued in accordance with the terms of the Transaction
      Documents, will be validly issued, fully paid and nonassessable, free and clear
      of all Liens imposed by the Company. The Company has reserved from its duly
      authorized capital stock the maximum number of shares of Common Stock issuable
      pursuant to this Agreement and the Warrants.

     

    (g) Private
      Placement.
      Assuming the accuracy of the Purchasers representations and warranties set
      forth
      in Section 3.2,
      no
      registration under the Securities Act is required for the offer and sale of
      the
      Securities by the Company to the Purchasers. The issuance and sale of the
      Securities does not contravene the rules and regulations of the Trading
      Market.

     

    (h) Investment
      Company.
      The
      Company is not, and is not an Affiliate of, and immediately after receipt of
      payment for the Shares, will neither be nor be an Affiliate of, an “investment
      company” within the meaning of the Investment Company Act of 1940, as amended.
      The Company will conduct its business in such a manner that it will not become
      subject to the Investment Company Act.

     

    (i) Disclosure.
      The
      Company confirms that neither the Company nor any other Person acting on its
      behalf has provided any of the Purchasers or their agents or counsel with any
      information that constitutes or might constitute material, non-public
      information. All disclosure provided to the Purchasers regarding the Company,
      its business and the transactions contemplated by it furnished by or on behalf
      of the Company with respect to the representations and warranties are true
      and
      correct and do not contain any untrue statement of a material fact or omit
      to
      state any material fact necessary in order to make the statements, in light
      of
      the circumstances under which they were made, not misleading. The Company
      acknowledges and agrees that no Purchaser makes or has made any representations
      or warranties with respect to the transactions contemplated hereby other than
      those specifically set forth in Section 3.2.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (j) General
      Solicitation.
      Neither
      the Company nor any person acting on behalf of the Company has offered or sold
      any of the Shares by any form of general solicitation or general advertising.
      The Company has offered the Shares for sale only to the Purchasers and certain
      other “accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (k) Acknowledgment
      Regarding Purchasers’ Purchase of Shares.
      The
      Company acknowledges that each of the Purchasers is acting solely in the
      capacity of an arm’s length purchaser with respect to the Transaction Documents
      and the transactions contemplated. The Company further acknowledges that no
      Purchaser is acting as a financial advisor or fiduciary of the Company (or
      in
      any similar capacity) with respect to this Agreement and the transactions
      contemplated and any advice given by any Purchaser or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated is merely incidental to the Purchasers’ purchase of the Shares. The
      Company further represents to each Purchaser that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      of
      the transactions contemplated by the Company and its representatives.


     

    (l) Acknowledgment
      of Dilution.
      The
      Company acknowledges that the issuance of the Securities may result in dilution
      of the outstanding shares of Common Stock, which dilution may be substantial
      under certain market conditions. The Company further acknowledges that its
      obligations under the Transaction Documents, including without limitation its
      obligation to issue the Shares and Warrant Shares pursuant to the Transaction
      Documents, are unconditional and absolute and not subject to any right of set
      off, counterclaim, delay or reduction, regardless of the effect of any such
      dilution or any claim the Company may have against any Purchaser and regardless
      of the dilutive effect that such issuance may have on the ownership of the
      other
      stockholders of the Company.

     

    Purchaser
      acknowledges that the Company does not make or has not made any representations
      or warranties with respect to the transactions contemplated other than those
      specifically set forth in this Section 3.1.

     

    3.2 Representations
      and Warranties of the Purchasers.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization
      Authority.
      The
      Purchaser is an entity duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization with full right,
      corporate or partnership power and authority to enter into and to consummate
      the
      transactions contemplated by the Transaction Documents and otherwise to carry
      out its obligations. The execution, delivery and performance by the Purchaser
      of
      the transactions contemplated by this Agreement have been duly authorized by
      all
      necessary corporate or similar action on the part of the Purchaser. Each of
      the
      Transaction Documents to which it is a party has been duly executed by the
      Purchaser, and when delivered by the Purchaser in accordance with these terms,
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable against it in accordance with its terms, except as limited by
      applicable law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (b) Investment
      Intent.
      The
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and that Purchaser is acquiring the Securities as principal for its own
      account and not with a view to or for distributing or reselling any of the
      Securities, has no present intention of distributing any of such Securities,
      and
      has no arrangement or understanding with any other persons regarding the
      distribution of the Securities (this representation and warranty does not limit
      the Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state
      securities laws). Purchaser is acquiring the Securities in the ordinary course
      of its business. Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute any of the
      Securities.

     

    (c) Disclosure
      of Information.
      Purchaser carefully reviewed all filings made by the Company with the Commission
      as of the date of this Agreement and has received and carefully reviewed any
      information Purchaser has requested from the Company that Purchaser considers
      necessary or appropriate for deciding whether to acquire the Securities,
      including, without limitation, all material risk factors relating to the
      Company. Purchaser further represents that Purchaser has had ample opportunity
      to ask questions and receive answers from the Company concerning the information
      and the terms and conditions of the offering of the Securities and to obtain
      any
      additional information necessary to verify the accuracy of the information
      given
      to Purchaser. Purchaser is making its investment in the Company after having
      reviewed, analyzed, sought professional advice regarding, and fully
      understanding the risk, uncertainties, and liabilities associated with the
      Company. 

     

    (d) Experience
      of Such Purchaser.
      Purchaser, either alone or together with its representatives, is knowledgeable,
      sophisticated, and experienced in business and financial matters and is capable
      of evaluating the merits and risks of the prospective investment in the
      Securities, and has evaluated the merits and risks of the investment. Purchaser
      is able to bear the economic risk of an investment in the Securities and is
      able
      to afford a complete loss of the investment.

     

    (e) General
      Solicitation.
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities published in
      any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Regulation
      S.

     

    (i) Purchaser
      either has been duly formed and is validly existing as a corporation or other
      legal entity in good standing under the laws of its jurisdiction of
      incorporation set forth on the signature page to this Agreement or is an
      individual who is not a citizen or resident of the United States. Purchaser
      is
      not organized under the laws of the United States and is not a “U.S. Person” as
      that term is defined in Rule 902(o) of Regulation S.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii) Purchaser
      was not formed for the purpose of investing in Regulation S securities or for
      the purpose of investing in the Securities sold under this Agreement. Purchaser
      is not registered as an issuer under the Securities Act and is not required
      to
      be registered with the SEC under the Investment Company Act of 1940, as amended.
      Purchaser is entering into this Agreement and is participating in the offering
      of the Shares for its own account, and not on behalf of any U.S. Person as
      defined in Rule 902(o) of Regulation S.

     

    (iii) The
      Company has not made an offer to enter into this Agreement to Purchaser in
      the
      United States other than as permitted in the case of an account managed by
      a
      professional fiduciary resident in the United States within the meaning of
      Section 902(o)(2) of Regulation S. At the times of the offer and execution
      of
      this Agreement and, to the best knowledge of Purchaser, at the time the offering
      originated, Purchaser was located and resident outside the United States, other
      than as permitted in the case of an account managed by a professional fiduciary
      resident in the United States within the meaning of Section 902(o)(2) of
      Regulation S.

     

    (iv) Neither
      Purchaser, nor any of its Affiliates, nor any person acting on its behalf or
      on
      behalf of any Affiliate has engaged or will engage in any activity undertaken
      for the purpose of, or that reasonably could be expected to have the effect
      of,
      conditioning the markets in the United States for the Shares or for any
      securities that are convertible into or exercisable for the common stock of
      the
      Company, including, but not limited to, effecting any sale or short sale of
      the
      Company’s securities through Purchaser or any of its Affiliates before the
      expiration of any restricted period contained in Regulation S. To the best
      knowledge of Purchaser, this Agreement and the transactions contemplated by
      it
      are not part of a plan or scheme to evade the registration provisions of the
      Securities Act, and Purchaser is purchasing the Shares for investment purposes.
      Purchaser and, to the best knowledge of Purchaser, each distributor, if any,
      participating in this offering of the Securities have agreed that they will
      neither offer nor sell any Securities before the date hereof and through the
      expiration of the any restricted period set forth in Rule 903 of Regulation
      S
      (as amended from time to time) to U.S. Persons or for the account or benefit
      of
      U.S. Persons, and they will offer or sell any of the Securities only in
      compliance with the provisions of Regulation S and any other applicable
      provisions of the Securities Act. Purchaser and its representatives have not
      conducted any Directed Selling Effort as that term is used and defined in Rule
      902 of Regulation S and will not engage in any Directed Selling Effort within
      the United States through the expiration of any restricted period set forth
      in
      Rule 903 of Regulation S.

     

    (v) Purchaser
      acknowledges that following the expiration of any restricted period provided
      by
      Rule 903 of Regulation S, any interest in this Agreement or in the Securities
      sold may be resold within the jurisdiction of the United States or to U.S.
      Persons as defined in Rule 902(o) of Regulation S by or for the account of
      the
      parties only (i) pursuant to a registration statement under the Securities
      Act,
      or (ii) if applicable, pursuant to an exemption from registration for sales
      by a
      person other than an issuer, underwriter, or dealer as those terms are used
      in
      Section 4(1) and related provisions of the Securities Act and regulations or
      pursuant to another exemption from registration, only following the expiration
      of any restricted period (if applicable) required by Regulation S. Purchaser
      acknowledges that this Agreement and the Securities have not been registered
      under the Securities Act or qualified under state securities laws of the United
      States and that their transferability within the jurisdiction of the United
      States is restricted by the Securities Act as well as state laws. Purchaser
      acknowledges it has received a copy of Regulation S, is familiar with and
      understands its terms, and has had the opportunity to consult with its legal
      counsel concerning this Agreement and Regulation S.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    The
      Company acknowledges that each Purchaser does not make or has not made any
      representations or warranties with respect to the transactions contemplated
      other than those specifically set forth in this Section 3.2.

     

     

    ARTICLE
      IV.

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.
      

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of the Securities other than
      pursuant to an effective registration statement or in compliance with Regulation
      S and Rule 144, the Company may require the transferor to provide to the Company
      an opinion of counsel selected by the transferor and reasonably acceptable
      to
      the Company, the form and substance of which opinion must be reasonably
      satisfactory to the Company, to the effect that the transfer does not require
      registration of the transferred Securities under the Securities Act. As a
      condition of transfer, any transferee must agree in writing to be bound by
      the
      terms of this Agreement and will have the rights of a Purchaser under this
      Agreement and the Registration Rights Agreement.

     

    (b) The
      Purchaser agrees to the imprinting, so long as it is required under the
      Securities Act and the rules and regulations promulgated under it, on any of
      the
      Securities any of the following legends or substantially similar
      legends:

    

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
        REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
        AN
        AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
        TO
        SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
        COMPANY. 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    These
      securities have been issued pursuant to an exemption from registration under
      the
      Securities Act of 1933, as amended, pursuant to Regulation S thereunder. The
      securities evidenced by this certificate cannot be transferred, offered, or
      sold
      in the United States or to U.S. Persons (as that term is defined in Regulation
      S) except pursuant to registration under the Securities Act of 1933, or pursuant
      to an available exemption from registration.

     

    4.2 Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other Person acting on
      its
      behalf will provide any Purchaser or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      Purchaser has first executed a written agreement regarding the confidentiality
      and use of the information.

     

    4.3 Use
      of Proceeds.
      The
      Company will use the net proceeds from the sale of the Securities for working
      capital purposes, current debt and trade payables, and not to redeem any Common
      Stock or Common Stock Equivalents or to settle any outstanding
      litigation.

     

    4.4 Reservation
      of Common Stock.
      As of
      the date hereof, the Company has reserved and the Company will continue to
      reserve and keep available at all times, free of preemptive rights, a sufficient
      number of shares of Common Stock for the purpose of enabling the Company to
      issue the Shares and Warrant Shares on any exercise of the Warrants.


     

    4.5 Delivery
      of Securities after Closing.
      The
      Company will deliver, or cause to be delivered, the respective Shares and
      Warrants purchased by each Purchaser to the Purchaser within 3 Trading Days
      of
      the Closing Date.

     

    4.6  Resale
      by Purchaser.
      Each
      Purchaser understands and acknowledges, severally and not jointly with any
      other
      Purchaser, that the SEC takes the position that the coverage of short sales
      of
      shares of the Common Stock “against the box” before the Effective Date of the
      Registration Statement with the Shares is a violation of Section 5 of the
      Securities Act, as set forth in Item 65, Section 5 under Section A, of the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
      Accordingly, no Purchaser will use any of the Shares to cover any short sales
      made before the Effective Date. Further, each Purchaser will comply with any
      obligations it may have under Regulation M with respect to the resale of the
      Securities.

     

    ARTICLE
      V.

    MISCELLANEOUS

     

    5.1 Termination.
      This
      Agreement may be terminated by any party, by written notice to the other
      parties, if the Closing has not taken place by the end of thirty days from
      the
      date of this Agreement; but no termination affects the right of any party to
      sue
      for any breach by the other party (or parties).

     

    5.2 Fees
      and Expenses.
      Except
      as otherwise set forth in this Agreement, each party will pay the fees and
      expenses of its advisers, counsel, accountants and other experts, if any, and
      all other expenses incurred by the party incident to the negotiation,
      preparation, execution, delivery and performance of this Agreement. The Company
      will pay all stamp and other taxes and duties levied in connection with the
      delivery of the Securities.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    5.3 Entire
      Agreement.
      The
      Transaction Documents, together with their exhibits and schedules, contain
      the
      entire understanding of the parties with respect to their subject matter and
      supersede all prior agreements and understandings, oral or written, with respect
      to these matters, which the parties acknowledge have been merged into the
      Transaction Documents and their exhibits and schedules.

     

    5.4 Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be in writing and are deemed given and effective on
      the
      earliest of (a) the date of transmission, if the notice or communication is
      delivered via facsimile at the facsimile number set forth on the signature
      attached pages before 6:30 p.m. (Reno, Nevada, time) on a Trading Day, (b)
      the
      next Trading Day after the date of transmission, if the notice or communication
      is delivered via facsimile at the facsimile number set forth on the signature
      attached pages on a day that is not a Trading Day or later than 6:30 p.m. (Reno,
      Nevada, time) on any Trading Day, (c) the second Trading Day following the
      date
      of mailing, if sent by U.S. nationally recognized overnight courier service,
      or
      (d) upon actual receipt by the party to whom the notice is required to be given.
      The address for notices and communications are as set forth on the attached
      signature pages.

     

    5.5 Amendments
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any waiver is sought. No waiver of any default with respect to any provision,
      condition or requirement of this Agreement is deemed to be a continuing waiver
      in the future or a waiver of any subsequent default or a waiver of any other
      provision, condition or requirement, nor does any delay or omission of either
      party to exercise any right hereunder in any manner impair the exercise of
      the
      right.

     

    5.6 Construction.
      The
      headings in this Agreement are for convenience only, do not constitute a part
      of
      this Agreement, and cannot be deemed to limit or affect any of the provisions.
      The language used in this Agreement is deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      can
      be applied against any party.

     

    5.7 Successors
      and Assigns.
      This
      Agreement binds and inures to the benefit of the parties and their successors
      and permitted assigns and is not assignable.

     

    5.8 No
      Third-Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties and their respective
      successors and permitted assigns and is not for the benefit of, nor may any
      provision be enforced by, any other Person.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

     

    5.9 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents must be governed by and construed and enforced
      in
      accordance with the internal laws of the State of Nevada,
      without
      regard to the principles of conflicts of law. All legal proceedings concerning
      the interpretations, enforcement and defense of the transactions contemplated
      by
      the Transaction Documents (whether brought against a party or its respective
      affiliates, directors, officers, shareholders, employees or agents) must be
      commenced exclusively in the state and federal courts sitting in Reno.
      Each
      party irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in Reno
      for the
      adjudication of any dispute in connection with the Transaction Documents, and
      irrevocably waives, and will not assert in any suit, action or proceeding,
      any
      claim that it is not personally subject to the jurisdiction of any such court,
      that it is an improper or inconvenient venue for the proceeding. The parties
      waive all rights to a trial by jury. If either party commences an action or
      proceeding to enforce any provisions of the Transaction Documents, then the
      non-prevailing party in the action or proceeding will reimburse the prevailing
      party for its attorneys’ fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of the action or
      proceeding.

     

    5.10 Execution.
      This
      Agreement may be executed in two or more counterparts and delivered to the
      other
      parties by any means; and the counterparts, taken together, are considered
      one
      and the same agreement, and any electronically delivered signature page is
      deemed to be an originally signed document. 

     

    5.11 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement are not in any way be affected or impaired thereby and the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute, and upon so agreeing, will incorporate the substitute
      provision in this Agreement.

     

    5.12 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company will issue or cause to be issued in exchange and
      substitution for and upon its cancellation, or in lieu of and substitution,
      a
      new certificate or instrument, but only upon receipt of evidence reasonably
      satisfactory to the Company of the loss, theft or destruction and customary
      and
      reasonable indemnity, if requested. An applicant for a new certificate or
      instrument under such circumstances will pay any reasonable third-party costs
      associated with the issuance of the replacement Securities.

     

    5.13 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      is
      entitled to specific performance under the Transaction Documents. 

     

    5.14 Independent
      Nature of Purchasers’ Obligations and Rights.
      The
      obligations of each Purchaser under the Transaction Documents are several and
      not joint with the obligations of any other Purchaser, and no Purchaser is
      responsible in any way for the performance of the obligations of any other
      Purchaser under the Transaction Documents. Nothing contained in any Transaction
      Documents, and no action taken by any Purchaser pursuant to them, can be deemed
      to constitute the Purchasers as a partnership, an association, a joint venture
      or any other kind of entity, or create a presumption that the Purchasers are
      in
      any way acting in concert or as a group with respect to the obligations or
      the
      transactions contemplated by the Transaction Documents. Each Purchaser is
      entitled to independently protect and enforce its rights, including, without
      limitation, the rights arising out of this Agreement or out of the other
      Transaction Documents, and it is not be necessary for any other Purchaser to
      be
      joined as an additional party in any proceeding for this purpose. Each Purchaser
      has been represented by its own separate legal counsel in their review and
      negotiation of the Transaction Documents. The Company has elected to provide
      all
      Purchasers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because it was required or requested to do so by the
      Purchasers.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (Signature
      pages follow.)

     

    In
      witness whereof,
      the
      parties hereto have caused this Securities Purchase Agreement to be duly
      executed by their respective authorized signatories as of the date first
      indicated above.

     

    


    
      	
              BULLION
                RIVER GOLD CORP.

               

            	
              Address
                for Notice:

            
	
              By:/s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            	
              3500
                Lakeside Court, Suite 200

              Reno,
                NV 89509

              Fax:
                775-324-7893

            
	
              With
                a copy to (which cannot constitute notice):

               

            	 


    

     

    [Remainder
      of page intentionally left blank.

    Signature
      pages for purchasers follow.]

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    [Purchasers’
      signature pages to BLRV Securities Purchase Agreement]

    


    In
      witness whereof,
      the
      undersigned have caused this Securities Purchase Agreement to be duly executed
      by their respective authorized signatories as of the date first indicated
      above.

     

    Name
      of
      Purchaser:      Ursula S.
      Ulrich                                                                                                     
      

    Country
      of incorporation or
      residence:            Switzerland                                                         

    Signature
      of Authorized Signatory of Purchaser:   
      /s/ Ursula S. Ulrich               

    Name
      of
      Authorized
      Signatory:                                                                
      

    Title
      of
      Authorized
      Signatory:                                                                                            

    Email
      Address of Purchaser:     werner.ulrich@balcab.ch                    

    


    Address
      for notice of Purchaser: Adlershasse 21, Vorz Bagel /
      Switzerland


    


    Address
      for delivery of Securities for Purchaser (if not same as above):

    to
      Ingalls & Snyder LLC

    61
      Broadway, New York, NY 10006-2802

    USA

    


    Subscription
      Amount: for total US$25,000

    Shares:
      50,000 +

    Warrant
      Shares: 50,000+

    @
      50¢ p.
      unit

    Date:
      Dec. 19, 2005

     

    [Purchasers’
      signature pages continue]

     

    Please
      Register the Shares to:

    Haywood
      Securities Inc.

    IRF
      Scott Hunter

    #2000-400
      Burrard Street

    Vancouver,
      BC V6C 3A6

     

    Please
      Deliver the Shares to:

    Haywood
      Securites Inc.

    #2000-400
      Burrard Street

    Vancouver,
      BC V6C 3A6

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of 10/12/05,
      among
      Bullion River Gold Corp., a Nevada corporation (the “Company”),
      and
      the purchasers (each a “Purchaser”
and
      collectively, the “Purchasers”).

     

    This
      Agreement is made pursuant to the Securities Purchase Agreement, dated as of
      the
      date of this Agreement among the Company and the Purchasers (the “Purchase
      Agreement”).
      The
      Company and the Purchasers agree that:

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Agreement have the
      same
      meanings as they have in the Purchase Agreement. As used in this
      Agreement:

     

    “Effectiveness
      Period”
is
      defined in Section 2.

     

    “Filing
      Date”
means
      the 90th
      calendar
      day following the date of the Purchase Agreement.

     

    “Holder”
or
      “Holders”
means
      the holder or holders from time to time of Registrable Securities.

     

    “Indemnified
      Party”
is
      defined in Section 5(b).

     

    “Indemnifying
      Party”
is
      defined in Section 5(b).

     

    “Losses”
      includes all losses, claims, damages, liabilities, costs, attorneys’ fees and
      expenses. 

     

    “Proceeding”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.

     

    “Prospectus”
means
      the prospectus included in the Registration Statement, as amended or
      supplemented by any prospectus supplement, whether pre- or post-effective and
      all material incorporated by reference or deemed to be incorporated by reference
      in the prospectus.

     

    “Registrable
      Securities”
means
      all of the Shares and the Warrant Shares, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event that affects the Shares or the Warrant
      Shares.

     

    “Registration
      Statement”
means
      the registration statements required to be filed hereunder, including the
      Prospectus, amendments and supplements to the registration statement or
      Prospectus, whether pre- and post-effective amendments, all exhibits to them,
      and all material incorporated by reference or deemed to be incorporated by
      reference in the registration statement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Rule
      415”
means
      Rule 415 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    “Rule
      424”
means
      Rule 424 promulgated by the Commission pursuant to the Securities Act, as
      amended from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same purpose and effect as this
      Rule.

     

    2. Registration.
      By the
      Filing Date, the Company will prepare and file with the Commission the
      Registration Statement covering the resale of all of the Registrable Securities
      for an offering to be made on a continuous basis pursuant to Rule 415. Subject
      to the terms of this Agreement, the Company will use its best efforts to cause
      the Registration Statement to be declared effective under the Securities Act
      as
      promptly as possible after its filing, but in any event not later than the
      earlier of (a) the 180th
      calendar
      day following the date of the Purchase Agreement and (b) the fifth Trading
      Day
      following the date on which the Commission notifies the Company that it will
      not
      review the Registration Statement or that the Registration Statement is no
      longer subject to review and comments; and will use its best efforts to keep
      the
      Registration Statement continuously effective under the Securities Act until
      all
      Registrable Securities covered by the Registration Statement have been sold
      or
      may be sold without volume restrictions pursuant to Rule 144(k) (the
“Effectiveness
      Period”).

     

    3. Registration
      Procedures.

     

    (a) Each
      Holder will furnish to the Company a completed Questionnaire in the form
      attached to this Agreement as Annex A at least five Trading Days before the
      Filing Date or earlier at the Company’s request;
      and
      will furnish, at the Company’s request, a statement certifying the number of
      shares of Common Stock beneficially owned by the Holder and, if required by
      the
      Commission, the name of the Person who has voting and dispositive control over
      the Shares.

     

    (b) The
      Company will (i) prepare and file with the Commission the amendments to the
      Registration Statement as may be necessary to keep the Registration Statement
      continuously effective for the Registrable Securities for the Effectiveness
      Period; (ii) respond as promptly as reasonably possible to any comments received
      from the Commission with respect to the Registration Statement or any amendment;
      and (iii) comply in all material respects with the provisions of the Securities
      Act and the Exchange Act with respect to the disposition of Registrable
      Securities covered by the Registration Statement during the applicable
      period.

     

    (c) The
      Company will use commercially reasonable efforts to avoid the issuance of,
      or,
      if issued, obtain the withdrawal of, (i) any order suspending the effectiveness
      of the Registration Statement, or (ii) any suspension of the qualification
      (or
      exemption from qualification) of any of the Registrable Securities for sale
      in
      any jurisdiction.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) The
      Company will use its commercially reasonable efforts to register or qualify
      or
      cooperate with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or qualification) of
      Registrable Securities for the resale by the Holder under the securities or
      Blue
      Sky laws of the jurisdictions within the United States as any Holder reasonably
      requests in writing, to keep the Registration or qualification (or exemption)
      effective during the Effectiveness Period and to do any other acts or things
      reasonably necessary to enable the disposition in those jurisdictions of the
      Registrable Securities covered by the Registration Statement; provided, that
      the
      Company is not required to qualify generally to do business in any jurisdiction
      where it is not then so qualified, subject the Company to any material tax
      in
      any jurisdiction where it is not then so subject, or file a general consent
      to
      service of process in any such jurisdiction.

     

    (e) The
      Company will comply with all applicable rules and regulations of the
      Commission.

     

    (f) The
      Company will notify the Holders immediately, with confirmation in writing,
      if it
      receives during the Effectiveness Period a notice from any federal or state
      regulatory authority of any action that could affect the Holders’ ability to
      sell the Registrable Securities. 

     

    4. Registration
      Expenses.
      The
      Company will bear all fees and expenses that it incurs in performing or
      complying with this Agreement whether or not any Registrable Securities are
      sold
      pursuant to the Registration Statement.

     

    5. Indemnification

     

    (a) Indemnification
      by Holders.
      Each
      Holder will, severally and not jointly, indemnify and hold harmless the Company,
      its directors, officers, agents and employees, each Person who controls the
      Company (within the meaning of Section 15 of the Securities Act and Section
      20
      of the Exchange Act), and the directors, officers, agents or employees of the
      controlling Persons, to the fullest extent permitted by applicable law, from
      and
      against all Losses arising out of or based solely upon (i) the Holder’s failure
      to comply with the prospectus delivery requirements of the Securities Act or
      (ii) any untrue or alleged untrue statement of a material fact contained in
      any
      Registration Statement, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated or necessary to make the
      statements not misleading but only if the untrue statement or omission is
      contained in written information furnished by the Holder to the Company
      specifically for inclusion in the Registration Statement. 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) Conduct
      of Indemnification Proceedings.
      If any
      Proceeding is brought or asserted against any Person entitled to indemnity
      under
      this Agreement (an “Indemnified
      Party”),
      the
      Indemnified Party will promptly notify the Person from whom indemnity is sought
      (the “Indemnifying
      Party”)
      in
      writing, and the Indemnifying Party may assume the defense, including the
      employment of counsel reasonably satisfactory to the Indemnified Party, and
      will
      pay all fees and expenses incurred in connection with defense; but an
      Indemnified Party’s failure to give the notice does not relieve the Indemnifying
      Party of its obligations or liabilities pursuant to this Agreement, unless
      a
      court of competent jurisdiction (whose decision is not subject to appeal or
      further review) decides that the failure has prejudiced the Indemnifying
      Party.
      Notwithstanding the foregoing, an Indemnified Party may employ separate counsel
      in any Proceeding and participate in the defense, and will bear the expense
      of
      the counsel unless (i) the Indemnifying Party has agreed in writing to pay
      the
      fees and expenses, (ii) the Indemnifying Party has failed promptly to assume
      the
      defense of the Proceeding and to employ counsel reasonably satisfactory to
      the
      Indemnified Party, or (iii) the named parties to the Proceeding (including
      any
      impleaded parties) include both the Indemnified Party and the Indemnifying
      Party, and the Indemnified Party reasonably believes that a material conflict
      of
      interest is likely to exist if the same counsel were to represent the
      Indemnified Party and the Indemnifying Party (in which case, if the Indemnified
      Party notifies the Indemnifying Party in writing that it elects to employ
      separate counsel at the expense of the Indemnifying Party, the Indemnifying
      Party may not assume the defense and must bear the reasonable fees and expenses
      of the separate counsel). The Indemnifying Party is not liable for any
      settlement of any Proceeding without its written consent, which consent cannot
      be unreasonably withheld. No Indemnifying Party will, without the prior written
      consent of the Indemnified Party, settle any Proceeding that includes an
      Indemnified Party unless the settlement includes an unconditional release of
      the
      Indemnified Party from all liability on the claims that are the subject matter
      of the Proceeding. The Indemnifying Party will pay all reasonable fees and
      expenses of the Indemnified Party (including reasonable fees and expenses
      incurred in connection with investigating or preparing to defend a Proceeding
      in
      a manner consistent with this Section) to the Indemnified Party within ten
      Trading Days of written notice to the Indemnifying Party.

     

    (c) Contribution.
      If a
      claim for indemnification under Section 5(a)
      is
      unavailable to an Indemnified Party (by reason of public policy or otherwise),
      then each Indemnifying Party, in lieu of indemnifying the Indemnified Party,
      will contribute to the amount paid or payable by the Indemnified Party as a
      result of the Losses, in the proportion that is appropriate to reflect the
      relative fault of the Indemnifying Party and Indemnified Party in connection
      with the actions, statements or omissions that resulted in the Losses and any
      other relevant equitable considerations. The relative fault of the Indemnifying
      Party and Indemnified Party must be determined by referring to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, the
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses is deemed to include, subject to the limitations set out in this
      Agreement, any reasonable attorneys’ or other reasonable fees or expenses
      incurred by the party in connection with any Proceeding to the extent that
      the
      party would have been indemnified for the fees or expenses if the
      indemnification provided for in this Section 5
      was
      available to the party.
      The
      parties agree that it would not be just and equitable if contribution pursuant
      to this Section 5(c)
      were
      determined by pro rata allocation or by any other method of allocation that
      does
      not take into account the equitable considerations referred to in the
      immediately preceding paragraph. The indemnity and contribution agreements
      contained in this Section are in addition to any liability that the Indemnifying
      Parties may have to the Indemnified Parties.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6. Miscellaneous

     

    (a) Remedies.
      If the
      Company or a Holder breaches any of its obligations under this Agreement, each
      Holder or the Company, as the case may be, in addition to being entitled to
      exercise all rights granted by law and under this Agreement, is entitled to
      specific performance of its rights under this Agreement.

     

    (b) Compliance.
      Each
      Holder will comply with the prospectus delivery requirements of the Securities
      Act as applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

     

    (c) Discontinued
      Disposition.
      Each
      Holder will, when it receives a notice from the Company under Section
3(f),
      immediately stop selling the Registrable Securities under the Registration
      Statement until the Holder has received written notice from the Company that
      the
      use of the applicable Prospectus may be resumed. The Company will use its best
      efforts to ensure that the use of the Prospectus may be resumed as promptly
      as
      is practicable.

     

    (d) Amendments
      and Waivers.
      This
      Agreement may not be amended, modified or supplemented, and waivers or consents
      to departures from its provisions may not be given, unless they are written
      and
      signed by the Company and each Holder of the then outstanding Registrable
      Securities.

     

    (e) Notices.
      Any
      notices or other communications or deliveries required or permitted to be
      provided hereunder must be made in accordance with the provisions of the
      Purchase Agreement.

     

    (f) Successors
      and Assigns.
      This
      Agreement inures to the benefit of and binds the successors and permitted
      assigns of each of the parties and inures to the benefit of each
      Holder.

     

    (g) Execution
      and Counterparts.
      This
      Agreement may be executed in any number of counterparts and delivered to the
      other parties by any means, each of which when so executed is deemed to be
      an
      original and, all of which taken together will constitute one and the same
      Agreement. 

     

    (h) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement will be determined with the provisions of the Purchase
      Agreement.

     

    (i) Cumulative
      Remedies.
      The
      remedies provided are cumulative and do not exclude any remedies provided by
      law.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (j) Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions remain in full
      force and effect and are in no way affected, impaired or invalidated, and the
      parties will use their commercially reasonable efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by the term, provision, covenant or restriction. The parties
      stipulate that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any that might be declared invalid,
      illegal, void or unenforceable.

     

    (k) Headings.
      The
      headings in this Agreement are for convenience of reference only and do not
      limit or otherwise affect the meaning.

     

    (l) Independent
      Nature of Holders’ Obligations and Rights.
      The
      obligations of each Holder are several and not joint with the obligations of
      any
      other Holder, and no Holder can be responsible in any way for the performance
      of
      the obligations of any other Holder. Nothing in the Transaction Documents
      delivered at any Closing, and no action taken by any Holder pursuant to them,
      can be deemed to constitute the Holders as a partnership, an association, a
      joint venture or any other kind of entity, or create a presumption that the
      Holders are in any way acting in concert with respect to such obligations or
      the
      transactions contemplated by this Agreement. Each Holder is entitled to protect
      and enforce its rights and it is not necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.

     

    *************************


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    In
      witness whereof,
      the
      parties have executed this Registration Rights Agreement as of the date first
      written above.

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

              By:
                /s/ Peter M. Kuhn

              Peter
                M. Kuhn

              President

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    Neither
      this security nor the securities into which this security is exercisable have
      been registered with the Securities and Exchange Commission or the securities
      commission of any state in reliance upon an exemption from registration under
      the Securities Act of 1933 (the “Securities Act”), and, accordingly, may not be
      offered or sold except pursuant to an effective registration statement under
      the
      Securities Act or pursuant to an available exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and in
      accordance with applicable state securities laws as evidenced by a legal opinion
      of counsel to the transferor to such effect, the substance of which will be
      reasonably acceptable to the company.

    


    This
      security and the securities into which this security is exercisable have been
      issued pursuant to an exemption from registration under the Securities Act
      of
      1933, as amended, pursuant to regulation S thereunder. This security and the
      securities into which this security is excercisable cannot be transferred,
      offered, or sold in the united states or to U.S. Persons (as that term is
      defined in regulation S) except pursuant to registration under the Securities
      Act of 1933, or pursuant to an available exemption from
      registration.

    


    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 50,000
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      Feb 3,
      2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value
      received, Ursula Ulrich (“the
      “Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      50,000 shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated
10/12/2005,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance
      of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.


     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/
                Peter M. Kuhn        

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

     

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    NOTICE
      OF EXERCISE

    


    To: Bullion
      River Gold Corp.

    


    The
      undersigned hereby elects to purchase _____________ Warrant
      Shares of the Company pursuant to the terms of the attached Warrant (only if
      exercised in full; if exercised in part, attach a copy of the Warrant), and
      tenders herewith payment of the exercise price in full, together with all
      applicable transfer taxes, if any.

     

    Payment
      will take the form of lawful money of United States.

     

    Please
      deliver the Warrant Shares to the following:

     

                    ________________________________________

     

    
                      ________________________________________

       

      
                        ________________________________________

      

    

     

    
 

    ________________________________________________

    Signature
      of Holder or authorized signatory of Holder

     

    Name
      of
      Holder: _______________________________________________________

    Name
      of
      authorized signatory: ____________________________________________

    Title
      of
      authorized signatory: _____________________________________________

    Date:
      _____________________________

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    

      NEITHER
        THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
        OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
        THE
        SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
        NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
        ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
        OPINION
        OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL
        BE
        REASONABLY ACCEPTABLE TO THE COMPANY.

      


      THIS
        SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE
        BEEN
        ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED, PURSUANT TO REGULATION S THEREUNDER. THIS SECURITY AND
        THE
        SECURITIES INTO WHICH THIS SECURITY IS EXCERCISABLE CANNOT BE TRANSFERRED,
        OFFERED, OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
        DEFINED IN REGULATION S) EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES
        ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
        REGISTRATION.

    

     

    


    COMMON
      STOCK PURCHASE WARRANT

    


    To
      purchase 16,667
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      January
      23, 2006

     

    This
      common stock purchase warrant
      (the
“Warrant”)
      certifies that, for value received, Ursula Ulrich
      (“the
“Holder”),
      is
      entitled, upon the terms and subject to the limitations on exercise and the
      conditions hereinafter set forth, at any time on or after the date given above
      (the “Initial
      Exercise Date”)
      and by
      the close of business on the second anniversary of the Initial Exercise Date
      (the “Termination
      Date”)
      but
      not thereafter, to subscribe for and purchase from Bullion River Gold Corp.,
      a
      Nevada corporation (the “Company”),
      up
      to
      16,667
      shares
      (the “Warrant
      Shares”)
      of
      common stock, par value $0.001 per share, of the Company (the “Common
      Stock”).
      The
      purchase price of one share of Common Stock under this Warrant is equal to
      the
      Exercise Price, as defined in Section 2(a).
      

     

    1. Definitions.
      Capitalized terms used and not otherwise defined in this Warrant have the same
      meanings as they have in the Securities Purchase Agreement (the “Purchase
      Agreement”),
      dated 11/16/2004,
      among
      the Company and the Holder as Purchaser.

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    2. Exercise.

     

    (a) Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $0.75,

     

    (b) Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant at any
      time
      from the Initial Exercise Date to five o’clock in the afternoon, Reno time, on
      the Termination Date by delivering to the Company (i) a duly executed facsimile
      copy of the annexed Notice of Exercise, and, (ii) within 5 Trading Days of
      delivering the Notice of Exercise to the Company, (A) this Warrant, and (B)
      by
      wire or cashier’s check drawn on a United States bank the United States dollar
      amount equal to the number of Warrant Shares being purchased times the Exercise
      Price (the “Exercise
      Amount”). 

     

    (c) Exercise
      limitations. 

     

    (i) The
      Holder may not exercise any portion of this Warrant if, immediately after the
      Warrant Shares are issued, the Holder (together with the Holder’s Affiliates)
      would beneficially own more than 4.99% of the number of shares of the Common
      Stock outstanding.  For the purposes of the foregoing sentence, the number
      of shares of Common Stock beneficially owned by the Holder and its Affiliates
      includes the number of shares of Common Stock issuable upon the exercise of
      this
      Warrant, but excludes the number of shares of Common Stock that would be
      issuable upon (i) the Holder’s exercise of the remaining, unexercised portion of
      this Warrant and (ii) the Holder’s or its Affiliates’ exercise or conversion of
      the unexercised or nonconverted portion of any other securities of the Company
      that the Holder or any of its Affiliates own beneficially. 
      Except as set forth in the foregoing sentence, for the purposes of this Section
      2(c),
      beneficial ownership must be calculated in accordance with Section 13(d) of
      the
      Securities and Exchange Act of 1934 (“Exchange
      Act”).

     

    (ii) The
      Holder acknowledges that the Company is not representing to Holder that the
      calculation described in Section 2(c)(i)
      complies
      with Section 13(d) of the Exchange Act and Holder is solely responsible for
      any
      schedules required to be filed in accordance with it. The determination of
      whether this Warrant is exercisable (in relation to other securities owned
      by
      the Holder and its Affiliates) is in the sole discretion of the Holder, and
      the
      submission of a Notice of Exercise is deemed to be the Holder’s declaration that
      the Holder has determined that this Warrant is exercisable as set out in the
      Notice of Exercise and subject to the limitations in this Section 2(c);
      and the
      Company is not obliged to verify or confirm the accuracy of the Holder’s
      determination.

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    (iii) For
      the
      purposes of this Section 2(c),
      in
      determining the number of outstanding shares of Common Stock, the Holder may
      rely on the number of outstanding shares of Common Stock as reflected in the
      most recent of (A) the latest filed of the Company’s Form 10-QSB and Form
      10-KSB, (B) a public announcement by the Company stating the number of shares
      of
      Common Stock outstanding, or (C) any other notice by the Company or the
      Company’s Transfer Agent stating the number of shares of Common Stock
      outstanding.  If Holder asks for it, the Company will within two Trading
      Days confirm orally and in writing to the Holder the number of shares of Common
      Stock then outstanding.

     

    (d) Mechanics
      of Exercise.

     

    (i) Authorization
      of Warrant Shares.
      The
      Company will issue all Warrant Shares as duly authorized, validly issued, fully
      paid and non-assessable, and free from all taxes, liens and charges (other
      than
      taxes in respect of any transfer occurring contemporaneously with the issue).
      

     

    (ii) Delivery
      of certificates upon exercise.
      The
      Company’s transfer agent will deliver certificates for Warrant Shares to the
      Holder to the address specified by the Holder in the Notice of Exercise within
      3
      Trading Days from the later of (A) the Company’s receipt of the Notice of
      Exercise, (B) the Holder’s surrender of this Warrant, and (C) the Company’s
      receipt of the Exercise Amount as set out in Section 2(b)
      (“Warrant
      Share Delivery Date”).
      This
      Warrant is deemed to have been exercised on the date the Exercise Amount is
      received by the Company (“Exercise
      Date”);
      and
      the Warrant Shares are deemed to have been issued, and Holder is deemed to
      have
      become a holder of record of the shares for all purposes, on the Exercise
      Date.

     

    (iii)
      Delivery
      of new Warrants upon exercise.
      If this
      Warrant is exercised in part, the Company will, when it delivers the certificate
      or certificates representing Warrant Shares, deliver to Holder a new Warrant
      evidencing the rights of Holder to purchase the unpurchased Warrant Shares,
      identical in all other respects with this Warrant.

     

    (iv)
      Rescission
      rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares pursuant to this
      Section 2(d)(iv)
      by the
      Warrant Share Delivery Date, then the Holder may rescind the
      exercise.

     

    (v)
      No
      fractional shares or scrip.
      No
      fractional shares or scrip representing fractional shares may be issued upon
      the
      exercise of this Warrant. If the Holder would otherwise be entitled to
      fractional shares upon the exercise, the Company will pay a cash adjustment
      in
      respect of the fraction in an amount equal to the fraction multiplied by the
      Exercise Price.

     

    (vi)
      Charges,
      taxes and expenses.
      The
      Company will issue certificates for Warrant Shares in the name of the Holder
      and
      will not charge the Holder for any issue or transfer tax or other incidental
      expense in respect of the issuance of the certificate.

     

    (vii)
      Closing
      of books.
      The
      Company will not close its stockholder books or records in any manner that
      prevents the timely exercise of this Warrant.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    3. Certain
      Adjustments.

     

    (a) Stock
      dividends and splits.
      If the
      Company, at any time while this Warrant is outstanding,
      (i)
      pays a stock dividend or otherwise makes a distribution on shares of its Common
      Stock or any other Common Stock Equivalent (which, for avoidance of doubt,
      does
      not include any shares of Common Stock issued by the Company pursuant to this
      Warrant), (ii) subdivides outstanding shares of Common Stock into a larger
      number of shares, (iii) combines outstanding shares of Common Stock into a
      smaller number of shares, or (iv) issues by reclassification of shares of the
      Common Stock any shares of capital stock of the Company, then the Exercise
      Price
      must be multiplied by a fraction of which the numerator is the number of shares
      of Common Stock (excluding treasury shares, if any) outstanding before the
      event
      and of which the denominator is the number of shares of Common Stock outstanding
      after the event, and the number of shares issuable upon exercise of this Warrant
      must be proportionately adjusted by this fraction. Any adjustment made pursuant
      to this Section 3(a)
      is
      effective immediately after the record date for the determination of
      stockholders entitled to receive the dividend or distribution and is effective
      immediately after the effective date in the case of a subdivision, combination
      or re-classification.

     

    (b) Fundamental
      Transaction.
      If, at
      any time while this Warrant is outstanding,
      (i) the
      Company merges or consolidates with or into another Person, (ii) the Company
      sells all or substantially all of its assets in one or a series of related
      transactions, (iii) any Person completes a tender offer or exchange offer by
      which holders of Common Stock are permitted to tender or exchange their shares
      for other securities, cash or property, or (iv) the Company reclassifies its
      Common Stock or completes any compulsory share exchange pursuant to which the
      Common Stock is effectively converted into or exchanged for other securities,
      cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Warrant, the Holder has the right to
      receive, for each Warrant Share that would have been issued upon the exercise
      absent the Fundamental Transaction, the same consideration as the Company has
      given its other holders of its Common Stock for the conversion of their Common
      Stock outstanding at the time of the Fundamental Transaction (the “Alternate
      Consideration”).
      Any
      successor to the Company or surviving entity in a Fundamental Transaction must
      issue to the Holder a new warrant consistent with the foregoing provisions
      with
      evidence of the Holder’s right to exercise the warrant into Alternate
      Consideration. The terms of any agreement pursuant to which a Fundamental
      Transaction is completed must include terms requiring the successor or surviving
      entity to comply with the provisions of this Section 3(b)
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) Calculations.
      All
      calculations under this Section 3
      must be
      made to the nearest cent or the nearest 1/100th
      of a
      share, as the case may be. The number of shares of Common Stock outstanding
      at
      any given time does not include shares of Common Stock owned or held by or
      for
      the account of the Company. For the purposes of this Section 3,
      the
      number of shares of Common Stock deemed to be issued and outstanding as of
      a
      given date is the sum of the number of shares of Common Stock (excluding
      treasury shares, if any) issued and outstanding.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (d) Notice
      to Holders.
      If the
      Company makes adjustments under this Section 3,
      the
      Company will promptly mail to each Holder a notice containing a description
      of
      the event that required the adjustment. If the Company proposes any transaction
      that affects the rights of the holders of its Common Stock, then the Company
      will notify the Holders of the proposal at least twenty days before the record
      date set for the transaction.

     

    4. Warrant
      register.
      The
      Company will register this Warrant on its warrant register and will treat the
      registered Holder as the absolute owner for all purposes.

     

    5. Miscellaneous.

     

    (a) Title
      to Warrant.
      This
      Warrant is not transferable.

     

    (b) No
      rights as shareholder until Exercise Date.
      This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company before the Exercise Date. Upon the surrender of
      this
      Warrant and the payment of the aggregate Exercise Price, the Company will issue
      the Warrant Shares to the Holder as the record owner of the Warrant Shares
      as of
      the close of business on the Exercise Date.

     

    (c) Loss,
      Theft, Destruction or Mutilation of Warrant.
      The
      Company covenants that upon receipt by the Company of evidence reasonably
      satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
      or any stock certificate relating to the Warrant Shares, and, in case of loss,
      theft or destruction, of indemnity or security reasonably satisfactory to it,
      and upon surrender and cancellation of the Warrant or stock certificate, if
      mutilated, the Company will make and deliver a new Warrant or stock certificate
      of like tenor and dated as of the cancellation, in lieu of the Warrant or stock
      certificate.

     

    (d) Saturdays,
      Sundays, Holidays, etc.
      If the
      last date for doing anything under this Warrant falls on a Saturday, Sunday
      or a
      legal holiday, then the thing may be done on the next succeeding Trading
      Day.

     

    (e) Authorized
      Shares.

     

    (i) The
      Company covenants that, while the Warrant is outstanding, it will reserve from
      its authorized and unissued Common Stock a sufficient number of shares to
      provide for the issuance of the Warrant Shares upon the exercise of any purchase
      rights under this Warrant. The Company further covenants that its issuance of
      this Warrant constitutes full authority to its officers who are charged with
      the
      duty of executing stock certificates to execute and issue the necessary
      certificates for the Warrant Shares upon the exercise of the purchase rights
      under this Warrant. The Company will take all such reasonable action as may
      be
      necessary to assure that the Warrant Shares are issued as provided without
      a
      violation of any applicable law or regulation, or of any requirements of the
      Trading Market upon which the Common Stock may be listed or quoted.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (ii) 
      Unless
      waived or consented to by the Holder, the Company will not by any action avoid
      or seek to avoid the observance or performance of any of the terms of this
      Warrant, but will at all times in good faith assist in carrying out of all
      its
      terms and take whatever actions is necessary or appropriate to protect the
      rights of Holder under this Warrant from impairment.

     

    (f) Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant must be determined in accordance with the provisions of the
      Purchase Agreement.

     

    (g) Restrictions.
      The
      Holder acknowledges that the Holder’s sale or transfer of the Warrant Shares, if
      not registered, will be subject to restrictions upon resale imposed by state
      and
      federal securities laws.

     

    (h) No
      waiver.
      No
      course of dealing or any delay or failure to exercise any right hereunder on
      the
      part of Holder operates as a waiver of the right or otherwise prejudices
      Holder’s rights, powers or remedies.

     

    (i) Notice.
      Any
      notice, request or other document required or permitted to be given or delivered
      by either party to the other must be delivered in accordance with the notice
      provisions of the Purchase Agreement.

     

    (j) Successors
      and Assigns.
      Subject
      to applicable securities laws, this Warrant inures to the benefit of and binds
      the successors and permitted assigns of the Company and the Holder.

     

    (k) Amendment.
      Any
      amendment of this Warrant must be in writing and signed by both the Company
      and
      the Holder.

     

    (l) Severability.
      Wherever possible, each provision of this Warrant must be interpreted under
      applicable law, but if any provision of this Warrant is prohibited by or invalid
      under applicable law, the provision is ineffective to the extent of the
      prohibition or invalidity, without invalidating the remaining provisions of
      this
      Warrant.

     

    (m) Headings.
      The
      headings used in this Warrant are for the convenience of reference only and
      are
      not, for any purpose, deemed a part of this Warrant.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    In
      witness whereof
      the
      Company has caused this Warrant to be executed by its duly authorized
      officer.

    


    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:
                /s/ Peter M. Kuhn         

              Name:
                Peter M. Kuhn

              Title:
                President

            


    

    

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      NOTICE
        OF EXERCISE

      


      To: Bullion
        River Gold Corp.

      


      The
        undersigned hereby elects to purchase _____________ Warrant
        Shares of the Company pursuant to the terms of the attached Warrant (only
        if
        exercised in full; if exercised in part, attach a copy of the Warrant), and
        tenders herewith payment of the exercise price in full, together with all
        applicable transfer taxes, if any.

       

      Payment
        will take the form of lawful money of United States.

       

      Please
        deliver the Warrant Shares to the following:

       

                      ________________________________________

       

      
                        ________________________________________

         

        
                          ________________________________________

        

      

       

      
 

      ________________________________________________

      Signature
        of Holder or authorized signatory of Holder

       

      Name
        of
        Holder: _______________________________________________________

      Name
        of
        authorized signatory: ____________________________________________

      Title
        of
        authorized signatory: _____________________________________________

      Date:
        _____________________________

      
 8