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










  FINDER’S AGREEMENT


This Finder’s Agreement (this “Agreement”) is made and entered into by and between SEARCHLIGHT MINERALS CORP. (the “Company”) and S & P INVESTORS, INC. (the “Finder”). The Finder and the Company agree:

	 1. 	 Engagement of Finder: The Company hereby
        engages the Finder, and the Finder hereby accepts such engagement, to
        act as the Company’s finder with respect to placements of “Securities”
        by the Company in a private placement transaction (the “Offering”)
        which is ongoing and which is projected to close in December of 2005.
        The Securities are the Units of the Company as described more fully in
        the “Subscription for Units” (the “Subscription Agreement”)
        prepared by the Company for use in the Offering. Nothing herein shall
        preclude the Company from engaging, at its sole discretion, at any time,
        any other party, to provide to the Company services similar to or substantially
        similar to the services described herein.

	 	 
	 2. 	 Offering Procedures: The Finder will
        introduce the Company to investors (the “Offerees”) who the
        Finder represents and warrants are “accredited investors” as
        that term is defined in Rule 501(a) of Regulation D promulgated under
        the Securities Act of 1933, as amended.

	 	 
	 3. 	 Finder’s Compensation: In
        consideration for the services rendered by the Finder for this Offering,
        the Company shall pay to the Finder, or cause the Finder to be issued:
        (a) cash compensation upon the Company’s Closing of the Offering
        equal to FIVE percent (5%) of the Offering funds received from Offerees,
        and (b) warrants exercisable for a period of two years from the date of
        issuance (the “Agent Warrants”) to purchase (at the exercise
        price of US$.65 per share) a number of Common Shares equal to TEN
        percent (10%) of the total number of Common Shares sold to Offerees pursuant
        to the Offering. All Agent Warrants shall be issued in the name of the
        Finder.

	 	 
		 The Finder shall be entitled to no compensation with
        respect to any funds received from any party other than an Offeree as
        defined in Section 2 above.

	 	 
	 4. 	 Certain Matters Relating to Finder’s Duties:

	 	 
		 4.1 The Finder’s responsibilities shall be limited
        to introducing potential Offerees to the Company, and the Finder shall
        not have authority to offer or sell the Securities to any potential Offerees.
        The Finder shall not use any general solicitation or general advertising
        within the meaning of the applicable securities laws in connection with
        any offering. The Finder shall have no responsibility to participate or
        assist in any negotiations between any potential Offerees and the Company.
        The Finder will have no responsibility to act, and the parties contemplate
        that the Finder will not act, as a broker or dealer with respect to the
        offer or sale of the Securities.









	 	Further, the Finder shall have no responsibility for
        fulfilling any SEC reporting or filing requirements as relates to the
        Company or meeting reporting or filing requirements in any country or
        jurisdiction on behalf of the Company; provided however, the Finder agrees
        to provide the Company with reasonable assistance related to any reporting,
        registration, qualification or other requirements of applicable securities
        laws and other regulatory matters.

       4.2 The Finder agrees to introduce the Company to Offerees
        only in States in the United States of America in which the Finder is
        registered as a broker-dealer in good standing and in States which the
        Finder has been advised by the Company that offers and sales of Securities
        can be legally made by the Company.

       4.3 The Finder shall perform its duties under this Agreement
        in good faith and in a manner consistent with the instructions of the
        Company. 

       4.4 The Finder is and will hereafter act as an independent
        contractor and not as an employee of the Company and nothing in this Agreement
        shall be interpreted or construed to create any employment, partnership,
        joint venture, or other relationship between the Finder and the Company.
        The Finder will not hold itself out as having, and will not state to any
        person that the Finder has any relationship with the Company other than
        as an independent contractor. The Finder shall have no right or power
        to find or create any liability or obligation for or in the name of the
        Company or to sign any documents on behalf of the Company.

	 	 
	 5. 	 Termination of Agreement. Either party
        may terminate this Agreement at any time by notifying the other party
        in writing. In any event, this Agreement will terminate upon the earlier
        of completion or termination of the Offering or January 15, 2006. Notwithstanding
        the foregoing, all provisions of this Agreement which by their terms survive
        termination of this Agreement, shall survive the termination of this Agreement
        with respect to the Offerees which the Finder introduces to the Company
        prior to any termination hereof. Further, the Finder shall be entitled
        to compensation under Section 3 based on any investments made by such
        Offerees at any time within one year after termination of this Agreement.

	 	 
	 6. 	 Notices. Any notice, consent, authorization
        or other communication to be given hereunder shall be in writing and shall
        be deemed duly given and received when delivered personally, when transmitted
        by fax, three days after being mailed by first class mail, or one day
        after being sent by a nationally recognized overnight delivery service,
        charges and postage prepaid, properly addressed to the party to receive
        such notice, at the following address or fax number for such party (or
        at such other address or fax number for such party (or at such other address
        or fax number as shall hereafter be specified by such party by like notice):









	 	(a) 	If to the Company to :	 	 
	 	 	 	 	 
	 	 	SEARCHLIGHT MINERALS CORP 	cc: 	O'Neill Law Group PLLC 
	 	 	#120 – 2441 W Horizon Ridge Pkwy 	  	435 Martin Street, Suite 1010 
	 	 	Henderson, NV 89052 	  	Blaine, WA 98230 
	 	 	(702) 939-5247 Telephone 	  	(360) 332-330 Tel 
	 	 	(702) 939-5249 Facsimile 	  	(360) 332-2291 Fax 


	 	 	 	 	 
	 	(b)	If to the Finder to:	 	 
	 	 	 	 	 
	 	 	Stuart G. Potter, Jr. 	cc: 	Charles B. Crowell 
	 	 	S & P INVESTORS, INC. 	  	503 University Tower 
	 	 	12720 Hillcrest Road, Suite 108 	  	6440 N. Central Expwy. 
	 	 	Dallas, TX 75230 	  	Dallas, TX 75206 
	 	 	(972) 385-9471 Telephone 	  	(214) 368-9407 Tel. 
	 	 	(972) 385-9486 Facsimile 	  	(214) 368-9094 Fax 


 

	7. 	The Finder acknowledges and certifies that:
	 	 	 
	 	(a) 	 no securities commission or similar regulatory authority
        has reviewed or passed on the merits of the Common Shares and Agent Warrants;
        and

	 	 	 
	 	(b) 	 there is no government or other issuance covering the
        Common Shares and Agent Warrants; and

	 	 	 
	 	(c) 	 there are risks associated with the purchase of the
        Common Shares and Agent Warrants; and

	 	 	 
	 	(d) 	 there are restrictions on the Finder’s ability
        to resell the Common Shares, the Agent Warrants and the Common Shares
        underlying them, and it is the responsibility of the Finder to find out
        what those restrictions are and to comply with them before selling the
        Common Shares, the Agent Warrants or Common Shares underlying them;

	 	 	 
	 	(e) 	 the Finder is an “accredited investor” as
        that term is defined in Rule 501(a) of Regulation D promulgated under
        the Securities Act of 1933, as amended; and

	 	 	 
	 	(f) 	 the Company has advised the Finder that the Company
        is relying on an exemption from the requirements to provide the Finder
        with a prospectus and to sell Securities through a person or company registered
        to sell Securities under applicable securities laws and, as a consequence
        of acquiring Common Shares and Agent Warrants pursuant to this exemption,
        certain protections, rights and remedies provided by applicable securities
        laws, including statutory rights of rescission or damages, will not be
        available to the Finder.














	 8. 	 Company to Control Transactions. The
        prices, terms and conditions under which the Company shall offer or sell
        any Securities shall be determined by the Company in its sole discretion.
        The Company shall have the authority to control all discussions and negotiations
        regarding any proposed or actual offering or sale of Securities. Nothing
        in this Agreement shall obligate the Company to offer or sell any Securities
        or other securities or consummate any transaction. The Company may terminate
        any negotiations or discussions at any time and reserves the right not
        to proceed with the Offering or sale of Securities. Compensation pursuant
        to this Agreement shall only be paid to the Finder in the event of an
        actual Closing of the Offering or any subsequent closings of an offering
        or offerings of securities within one (1) year of the date of termination
        hereof to an Offeree.

	 	 
	 9. 	 Confidentiality of Company Information.
        The Finder, and its officers, directors, employees and agents shall maintain
        in strict confidence and not copy, disclose or transfer to any other party
        (1) all confidential business and financial information regarding the
        Company and its affiliates, including without limitation, projections,
        business plans, marketing plans, product development plans, pricing, costs,
        customer, vendor and supplier lists and identification, channels of distribution,
        and terms of identification of proposed or actual contracts, (2) all confidential
        technology of the Company and (3) the terms and existence of this Agreement.
        In furtherance of the foregoing, the Finder agrees that it shall not transfer,
        transmit, distribute, download or communicate, in any electronic, digitized
        or other form or media, any of the confidential technology of the Company.
        The foregoing is not intended to preclude the Finder from utilizing, subject
        to the terms and conditions of this Agreement, the Subscription Agreement
        prepared by the Company for use in the Offering.

	 	 
		 All communications regarding any possible transactions,
        requests for due diligence or other information, requests for facility
        tours, product demonstrations or management meetings, will be submitted
        or directed to the Company, and the Finder shall not contact any employees,
        customers, suppliers or contractors of the Company or its affiliates without
        express permission. Nothing in this Agreement shall constitute a grant
        of authority to the Finder or any representatives thereof to remove, examine
        or copy any particular document or types of information regarding the
        Company, and the Company shall retain control over the particular documents
        or items to be provided, examined or copied. If the Offering is not consummated,
        or if at any time the Company so requests, the Finder and its representatives
        will return to the Company all copies of information regarding the Company
        in their possession.

	 	 
		 The provisions of this Section shall survive any termination
        of this Agreement.

	 	 
	  10. 
	Press Releases, Etc. The Company shall control all press
      releases or announcements to the public, the media or the industry regarding
      the Offering, any offering, placement, transaction or business relationship
      involving the Company or its affiliates. Except for communication to Offerees
      in furtherance of this Agreement and any other offering documentation, the
      Finder will not disclose the fact that discussions or negotiations are taking
      place concerning a possible transaction involving the Company, or the status
      or terms and conditions thereof.













	
11. 		
Due Diligence: Neither the Company, nor any of its directors, officers or shareholders should, in any way rely on the Finder to perform any due diligence with respect to the Company. It is expressly understood and
agreed that to the extent due diligence is conducted it will be conducted by the Offerees.

	
	 	 
	
12. 		
Expenses, Etc. The compensation described in Section 3 of this Agreement shall be the Finder's sole compensation for all of its services and efforts to the Company and its affiliates, in connection with this Offering
of Securities. However, while the Finder shall pay all of its own costs and expenses in carrying out its activities hereunder, the Company will reimburse the Finder for the first C$2,000.00 of aforementioned expenses after they have been
incurred by the Finder and simply accounted for to the Company. The Finder shall be exclusively responsible for any compensation, fees, commissions or other payments to its employees, agents, representatives, co-finders (should delegation be
permitted) or other persons or entities utilized by it in connection with its activities on behalf of the Company, and the Finder will indemnify and hold harmless the Company and its affiliates from the claims of any such persons or entities.

	
	 	 
	
13. 		
Compliance with Laws. The Finder represents and warrants that it is a duly registered broker/dealer and in good standing with the SEC, NASD and the State of Texas and that it is not presently the subject of any
investigations or proceedings undertaken by such authorities, and that it has and shall maintain such registrations as well as all other necessary licenses and permits to conduct its activities under this Agreement, which it shall conduct in
compliance with applicable federal and state laws relating to a private placement. The Finder represents that it is not a party to any other agreement which would conflict with or interfere with the terms and conditions of this Agreement.

	
	 	 
	
14. 		
Assignment Prohibited. No assignment of this Agreement shall be made without the prior written consent of the other party.

	
	 	 
	
15. 		
Amendments. Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

	
	 	 
	
16. 		
Governing Law. This Agreement shall be deemed to have been made in the State of Nevada and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of Nevada
without regard to the conflicts of laws rules of such jurisdiction.

	
	 	 
	
17. 		
Waiver. Neither the Finder's nor the Company's failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall
constitute or be considered a waiver by the Finder or the Company of any of their respective rights or privileges under this Agreement.

	
	 	 
	
18. 		 Severability. If any provision herein
        is or should become inconsistent with any present or future law, rule
        or regulation of any sovereign government or regulatory body having jurisdiction
        over the subject matter of this Agreement, such provision shall be deemed
        to be rescinded or modified in accordance with such law, rule or regulation.
        In all other respects, this Agreement shall continue to remain in full
        force and effect.

	








	19. 	 Counterparts. This Agreement maybe
        executed in one or more counterparts, each of which shall be deemed an
        original, and will become effective and binding upon the parties at such
        time as all of the signatories hereto have signed a counterpart of this
        Agreement. All counterparts so executed shall constitute one Agreement
        binding on all of the parties hereto, notwithstanding that all of the
        parties are not signatory to the same counterpart. Each of the parties
        hereto shall sign a sufficient number of counterparts so that each party
        will receive a fully executed original of this Agreement.

	 	 
	20. 	 Entire Agreement. This Agreement
        and all other agreements and documents referred herein constitutes the
        entire agreement between the Company and the Finder. No other agreements,
        covenants, representations or warranties, express or implied, oral or
        written, have been made by any party hereto to any other party concerning
        the subject matter hereof. All prior and contemporaneous conversations,
        negotiations, possible and alleged agreements, representations, covenants
        and warranties concerning the subject matter hereof are merged herein.



In witness whereof, the parties hereto have each signed this
Agreement as of the 7th day of December, 2005.

	 	S & P INVESTORS, INC. (the “Finder”)
    
	 	 
	 	By:  /s/ Stuart G. Potter, Jr.
    
	 	       Stuart G. Potter,
      Jr. 
	 	 
	 	 
	 	 
	 	  
	 	SEARCHLIGHT MINERALS CORP. (the “Company”)
    
	 	 
	 	By:  /s/ Carl Ager 
	 	        Carl Ager