x


    Exhibit
      10.3

    
 

    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 2,666,667
      shares
      of common stock of

     

    BULLION
      RIVER GOLD CORP.

     

    Dated:
      August
3,
      2006

     

    This
      common stock purchase warrant (the “Warrant”) certifies that, for value
      received, Elton Participation Corp. (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 August 3,
      2006
      (the “Initial Exercise Date”) and by the close of business on August
3,
      2008
      (the “Termination Date”) but not thereafter, to subscribe for and purchase from
      Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 2,666,667
      shares
      (subject
      to adjustment as provided herein)
      (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. 

    


    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 August
      3,
      2006,
      among the Company and the Holder as Purchaser.

     

    2. Exercise
      Price.
      The
      exercise price of the Common Stock under this Warrant is $1.00, as adjusted
      from
      time to time pursuant to Section 5 hereof (the “Exercise Price”).

     

    3. Exercise
      of Warrant.
      The
      Holder may exercise the purchase rights represented by this Warrant, in whole
      or
      in part, at any time and from time to 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”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	Common Stock Purchase Warrant	
                Reg
                  S 

              
	August 4, 2006	 


      

       

    

    4. Mechanics
      of Exercise.

    


    4.1 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).
      

    


    4.2 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 (“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.

    


    4.3 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.

     

    4.4. Rescission
      Rights.
      If the
      Company fails to cause its transfer agent to transmit to the Holder a
      certificate or certificates representing the Warrant Shares by the Warrant
      Share
      Delivery Date, then the Holder may rescind the exercise,
      in
      addition to its other rights and remedies.

    


    4.5 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.

    


    4.6 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.

    


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

    


    5. Certain
      Adjustments.

     

    
      
        
        

      

      
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        	Common Stock Purchase Warrant	
                Reg
                  S 

              
	August 4, 2006	 


      

       

    

    5.1 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 6 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.

    


    5.2 Subsequent
      Equity Issuancess.
      If the
      Company or any subsidiary thereof, as applicable, at any time while this Warrant
      is outstanding, shall sell or grant any option to purchase or sell or grant
      any
      right to reprice its securities, or otherwise dispose of or issue (or announce
      any offer, sale, grant or any option to purchase or other disposition) any
      Common Stock or Common Stock Equivalents entitling any Person to acquire shares
      of Common Stock, at an effective price per share less than the higher of the
      (i)
      then Conversion Price and (ii) 80% of the then VWAP (such lower effective price
      per share, the “Base
      Share Price”
and
      such issuances collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share which is less than the Conversion Price, such issuance shall be deemed
      to have occurred for less than the higher of (i) the Conversion Price or (ii)
      80% of the then VWAP, as applicable, on such date of the Dilutive Issuance),
      then (i) the Exercise Price shall be reduced, and only reduced, to equal the
      Exercise Price multiplied by the Base Share Price divided by the Conversion
      Price of the Debenture and (ii) the number of Warrant Shares issuable hereunder
      shall be increased such that the aggregate Exercise Price payable hereunder,
      after taking into account the decrease in the Exercise Price, shall be equal
      to
      the aggregate Exercise Price prior to such adjustment. Such adjustment shall
      be
      made whenever such Common Stock or Common Stock Equivalents are issued.
      Notwithstanding the foregoing, no adjustments shall be made, paid or issued
      under this Section 5.2 in respect of an Exempt Issuance. The Company shall
      notify the Holder in writing, no later than the Trading Day following the
      issuance of any Common Stock or Common Stock Equivalents subject to this
      section, indicating therein the applicable issuance price, or applicable reset
      price, exchange price, conversion price and other pricing terms (such notice
      the
“Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 5.2, upon the occurrence of any
      Dilutive Issuance, after the date of such Dilutive Issuance the Holder is
      entitled to receive a number of Warrant Shares based upon the Base Share Price
      regardless of whether the Holder accurately refers to the Base Share Price
      in
      the Notice of Exercise. 

    


    
      
        
        

      

      
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        	Common Stock Purchase Warrant	
                Reg
                  S 

              
	August 4, 2006	 


      

    

     

    5.3 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 each share of 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 5.3
      and
      insuring that this Warrant (or any replacement security) is similarly adjusted
      upon any subsequent transaction analogous to a Fundamental
      Transaction.

    


    5.4 Adjustment
      Upon Default.
      The
      number of Warrant Shares issuable upon exercise of this Warrant shall be
      automatically increased by twenty-five percent (25%) upon any Event of Default
      occurring under any of the Debentures.

    


    5.5 Calculations.
      All
      calculations under this Warrant 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
      5,
      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.

    


    5.6 Notice
      to Holders.
      If the
      Company makes adjustments under this Section 5, 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 (20)
      days
      before the record date set for the transaction.

    


    6. 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.

     

    7. Miscellaneous.

    


    
      
        
        

      

      
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        	Common Stock Purchase Warrant	
                Reg
                  S 

              
	August 4, 2006	 


      

       

    

    7.1 Transfer.
      This
      Warrant is transferable
      by Holder in whole or in part upon notice to the Company.

    


    7.2 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.

    


    7.3 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.

    


    7.4 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.

    


    7.5 Authorized
      Shares.
      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. 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.

    


    7.6 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.

    


    7.7 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.

    


    
      
        
        

      

      
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        	Common Stock Purchase Warrant	
                Reg
                  S 

              
	August 4, 2006	 


      

       

    

    7.8 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.

    


    7.9 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.

    


    7.10 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.

    


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

    


    7.12 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.

    


    7.13 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.

    


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

    


    Dated:
      August 3, 2006

     

    
      	 	
              BULLION
                RIVER GOLD CORP.

               

            
	 	
              By:/s/
                Nancy B. Huber

              Name:
                Nancy B. Huber

              Title:
                Chief Financial Officer

            


    

    


     

    
      
        
        

      

      
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    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:____________________________