x


     

    Exhibit
      10.4


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      registration rights agreement (this “Agreement”)
      is
      made as of August 3, 2006, 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 March 31, 2007

     

    “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 Securities, Warrants 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.

     

    
      
         

      

      
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        Registration
          Rights Agreement



      

    

    “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 make best efforts to 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 not later August 3, 2007 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, upon request from 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.

     

    
      
         

      

      
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        Registration
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    (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. 

     

    (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.

     

    
      
         

      

      
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    (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.

     

    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.

     

    
      
         

      

      
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        Registration
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    (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.

     

    (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.

     

    
      
         

      

      
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          Rights Agreement



      

    

    (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.

     

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

    


     

    
      
         

      

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

     

    


     

    
      	 	
              BULLION
                RIVER GOLD CORP. 

            
	 	
               

               

              By:/s/
                Nancy B. Huber

              Nancy
                B. Huber

              Chief
                Financial Officer

            


    

    


    


    


    [Signature
      page of holders follow.]

     

    
      
         

      

      
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          Rights Agreement



      

    

    [Holders’
      signature pages to BLRV Registration Rights Agreement]

    


    Name
      of
      Holder: Elton Participation Corp

     

    Signature
      of Authorized Signatory of Holder:
      /s/
      Peter-Paul Stengel

     

    Name
      of
      Authorized Signatory: Peter-Paul Stengel

     

    Title
      of
      Authorized Signatory: Secretary

     

    


    


    [SIGNATURE
      PAGES CONTINUE]

     

    
      
         

      

      
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    Annex
      A

     

    Bullion
      River Gold Corp.

     

    Selling
      Security-holder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per
      share
      (the “Common
      Stock”),
      of
      Bullion River Gold Corp., a
      Nevada corporation
      (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form ___ (the “Registration Statement”) for the
      registration and resale under Rule 415 of the Securities Act of 1933 (the
“Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of _________________,
      2006
      (the “Registration
      Rights Agreement”),
      among
      the Company and the Purchasers. All capitalized terms not otherwise defined
      herein have the meanings ascribed to them in the Registration Rights
      Agreement.

     

    Certain
      legal consequences arise from being named as a selling security-holder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling security-holder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Security-holder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under Item 3)
      in
      the Registration Statement.

     

    
      
         

      

      
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    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that this information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                legal name of Selling
                Security-holder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

            	
              Full
                legal name of registered Holder (if not the same as (a) above) through
                which Registrable Securities listed in Item 3 below are
                held:

            


    

     

    
      	 
	 


    

    


    
      	 	
              (c)

            	
              Full
                legal name of natural control person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	 
	 


    

    


     

    2.
      Address for notices to Selling Security-holder:

     

    
      	 
	 
	 
	
              Telephone: 

            
	
              Fax: 

            
	
              Contact
                person: 

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and number of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

    


     

    
      
         

      

      
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    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
      o
No
o

     

    
      	 	
              Note:

            	
              If
                yes, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (b)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

    
       

      Yes
        o
No
o

    

     

    
      	 	
              (c)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

    
       

      Yes
        o
No
o

    

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Security-holder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and number of other securities beneficially owned by the Selling
                Security-holder:

            


    

     

    
      	 
	 
	 


    

    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

     

    
      
         

      

      
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    The
      undersigned agrees to notify the Company promptly of any inaccuracies or changes
      in the foregoing information that may occur subsequent to this date at any
      time
      while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained in its answers to Items 1 through 6 and the inclusion of the
      information in the Registration Statement and the related Prospectus. The
      undersigned understands that the Company will rely upon this information in
      connection with its preparation or amendment of the Registration Statement
      and
      the related Prospectus.

     

    In
      witness whereof
      the
      undersigned, by authority duly given, has caused this Notice and Questionnaire
      to be executed and delivered either in person or by its duly authorized
      agent.

     

    Dated:____________________________________        Beneficial
      Owner: ________________________________ 

    


    By:___________________________________________ 

    Name:

    Title: 

    


    Please
      fax a copy of this completed and executed Notice and Questionnaire to
      775-324-7893; and return the original by overnight mail to Bullion River Gold
      Corp., 3500 Lakeside Court, Suite 200, Reno, NV 89509.

     

     

     

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