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






SECOND AMENDMENT TO ASSIGNMENT AGREEMENT

This Second Amendment (the “Agreement”) to the Assignment
Agreement between Searchlight Minerals Corp. (“SMC”) and Nanominerals Corp.
(“NMC”) dated effective as of June 1, 2005, is made effective as of October 24,
2005 (the "Effective Date"). SMC and NMC are each referred to herein as a Party,
and collectively as the Parties.

WHEREAS

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

B. NMC and SMC entered into an assignment agreement (the
“Assignment Agreement”) dated effective as of June 1, 2005, as amended August
31, 2005, pursuant to which NMC agreed to assign its interest in the JV
Agreement for the Clarkdale Slag Project to SMC subject to the fulfilment by SMC
of certain conditions, including, the grant by SMC to NMC of a 5% net smelter
return royalty payable from SMC’s share of production from the Clarkdale Slag
Project.

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

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

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

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

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

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

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




2

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

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


	SEARCHLIGHT MINERALS CORP. 
	by its authorized signatory: 
	  
	  
	/s/ Ian
      McNeil 
	Signature of Authorized Signatory 
	  
	  
	IAN MACNEIL 
	Name of Authorized Signatory 
	  
	  
	PRESIDENT 
	Position of Authorized Signatory 
	  
	NANOMINERALS CORP. 
	by its authorized signatory: 
	  
	  
	/s/ Chuck Ager 
	Signature of Authorized Signatory 
	  
	  
	CHUCK AGER 
	Name of Authorized Signatory 
	  
	  
	CHAIRMAN 
	Position of Authorized Signatory









	Schedule A to the Second Amendment to

	Assignment Agreement dated October 24, 2005
    


Net Smelter Returns

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

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

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

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



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