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    Exhibit
      10.2

    
 

    PLEDGE
      AGREEMENT

    



      This
        Pledge Agreement (this “Agreement”), dated as of August 3, 2006, among Bullion
        River Gold Corp., a Nevada corporation (“Pledgor”) and Elton
        Participation Corp., a British Virgin Islands corporation (the“Secured
        Party”).


    


    Recitals

    



      The
        Pledgor is
        contemporaneously herewith entering
        into a
        Securities Purchase Agreement dated as of the date hereof (the “Purchase
        Agreement”), with Secured
        Party,
        pursuant to which the
        Secured Party
        agrees to purchase
        a
        Debenture from the Pledgor
        in
        accordance with and subject to the terms of the Purchase Agreement.


    



      It
        is a
        condition precedent to a Secured Party’s obligation
        to purchase
        a
        Debenture under the Purchase Agreement that the Pledgor execute and deliver
        to
        the Secured Party
        a Pledge
        Agreement in substantially the form hereof.


    



      French
        Gulch (Nevada) Mining Corp., a corporation organized under the laws of the
        State
        of Nevada (“French Gulch”), is a wholly-owned subsidiary of Pledgor. Pledgor has
        agreed to pledge all of its shares of French Gulch to the Secured Party
        to
        secure Pledgor’s obligations to the Secured Party
        under
        the Purchase Agreement and other Transaction Documents


    


    NOW,
      THEREFORE, in consideration of the premises and for other good and valuable
      consideration the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    AGREEMENT

    


    1.
       Defined
      Terms.
      All
      capitalized terms used herein which are not defined herein shall have the
      meanings given to them in the Purchase Agreement. 

    



      2.
         Pledge
        and Grant of Security Interest.
        To
        secure the prompt
        payment
        and performance in
        full
        when due, whether at stated maturity, by required prepayment, declaration,
        acceleration, demand or otherwise (including the payment of amounts that
        would
        become due but for the operation of the automatic stay under Section 362(a)
        of
        the Bankruptcy Code), of all obligations and liabilities of every nature
        of
        Pledgor now or hereafter existing under or arising out of or in connection
        with
        the Purchase Agreement, the other Transaction Documents and all extensions
        or
        renewals thereof, whether for principal, interest (including, without
        limitation, interest that, but for the filing of a petition in bankruptcy
        with
        respect to the Borrower or any other Pledgor, would accrue on such obligations,
        whether or not such interest is an allowed claim), fees, expenses, indemnities
        or otherwise, whether voluntary or involuntary, direct or indirect, absolute
        or
        contingent, liquidated or unliquidated, whether or not jointly owed with
        others,
        and whether or not from time to time decreased or extinguished and later
        increased, created or incurred, and all or any portion of such obligations
        or
        liabilities that are paid, to the extent all or any part of such payment
        is
        avoided or recovered directly or indirectly from the Secured Party as a
        preference, fraudulent transfer or otherwise, and all obligations of every
        nature of Pledgor now or hereafter existing under this Agreement (all such
        obligations of Pledgor being the “Obligations”),
        the
        Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security
        interest to Secured Party
        in all
        of the following (the “Collateral”):


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


      (a)
         all
        shares of stock
        of
French
        Gulch owned
        by
        Pledgor (the “Pledged Stock”), the certificates representing the Pledged Stock
        and all dividends, cash, warrants,
        rights, instruments
        and other property or Proceeds
        from
        time to time received, receivable or otherwise distributed in respect of
        or in
        exchange for any or all of the Pledged Stock;


    


    (b)
       all
      additional shares of stock of French Gulch from time to time acquired by Pledgor
      in any manner, including, without limitation, stock dividends or a distribution
      in connection with any increase or reduction of capital, reclassification,
      merger, consolidation, sale of assets, combination of shares, stock split,
      spin-off or split-off (which shares shall be deemed to be part of the
      Collateral), and the certificates representing such additional shares, and
      all
      dividends, cash, instruments and other property or proceeds from time to time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of such shares; 

    



      (c)
         all
        options,
        warrants
        and
        rights, whether as an addition to, in substitution of or in exchange for
        any
        shares of any Pledged Stock and all dividends, cash, instruments and other
        property or proceeds from time to time received, receivable or otherwise
        distributed in respect of or in exchange for any or all such options,
        warrants
        and
        rights;
        and


    



      (d) to
        the
        extent not covered by clauses (a) through (c) above, all Proceeds of any
        or all
        of the foregoing Pledged Collateral. For purposes of this Agreement, the
        term
“Proceeds” includes whatever is receivable or received when Collateral or
        proceeds are sold, exchanged, collected or otherwise disposed of, whether
        such
        disposition is voluntary or involuntary, and includes, without limitation,
        proceeds of any indemnity or guaranty payable to such Pledgor or the Secured
        Party from time to time with respect to any of the Collateral


     


      3.
         Delivery
        of Collateral.
        All
        certificates or
        instruments representing
        or evidencing the Collateral
        shall
        be
        delivered to and
        held by
or
        on
        behalf of the Secured Party pursuant hereto and shall be in suitable form
        for
        transfer by delivery or, as applicable, shall be accompanied by the Pledgor’s
        endorsement, where necessary, or duly executed instruments of transfer or
        assignment in blank, all in form and substance satisfactory to the Secured
        Party. The Secured Party shall have the right, at any time in its discretion
        and
        without
        notice to the Pledgor, to register
        in the name
        of the
        Secured Party
        or
        any of its nominees, as pledgee,
        any or
        all of the Collateral.
        In
        addition, the Secured Party
        shall
        have the right at any
        time to
        exchange certificates or instruments representing or evidencing the
        Collateral
        for
        certificates or instruments of smaller or larger
        denominations.


    



      4.
         Representations
        and Warranties of the Pledgor.
        The
        Pledgor represents and warrants to the Secured Party
        (which
        representations and warranties shall be deemed to continue to be made until
        all
        of the Obligations have been
        indefeasibly
        paid in
        full and each Transaction Document and each agreement and instrument entered
        into in connection therewith has been irrevocably terminated) that:

       


    (a)
       the
      execution, delivery and performance by the Pledgor of this Agreement and the
      pledge of the Collateral hereunder do not and will not result in any violation
      of any agreement, indenture, instrument, license, judgment, decree, order,
      law,
      statute, ordinance or other governmental rule or regulation applicable to
      Pledgor;

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b)
       this
      Agreement constitutes the legal, valid, and binding obligation of the Pledgor
      enforceable against the Pledgor in accordance with its terms;

    


    (c)
       (i)
      the
      Pledgor is the direct and beneficial owner of each share of the Pledged
      Stock;

    


    (d)
       all
      of
      the shares of the Pledged Stock have been duly authorized, validly issued and
      are fully paid and nonassessable;

    



      (e)
         no
        consent or approval of any person, corporation, governmental body, regulatory
        authority or other entity, is or will be necessary for (i) the execution,
        delivery and performance of this Agreement, (ii) the exercise by the Secured
        Party
        of any
        rights with respect to the Collateral or (iii) the pledge and assignment
        of, and
        the grant of a security interest in, the Collateral
        hereunder;


    


    (f)
       there
      are
      no pending or, to the best of Pledgor’s knowledge, threatened actions or
      proceedings before any court, judicial body, administrative agency or arbitrator
      which may adversely
      affect the Collateral;

    


    (g)
       the
      Pledgor has the requisite power and authority to enter into this Agreement
      and
      to pledge and assign the Collateral to the Secured Parties in accordance with
      the terms of this Agreement;

    



      (h)
         the
        Pledgor owns each item of the Collateral and, except for the pledge and security
        interest granted to Secured Party
        hereunder, the Collateral is
        and
        shall be at all times
        free and
        clear of any other security interest, mortgage, pledge, claim, lien, charge,
        hypothecation, assignment, offset or encumbrance whatsoever (collectively,
        “Liens”);


    



      (i)
         there
        are
        no restrictions on transfer of the Pledged Stock contained in the certificate
        of
        incorporation or by-laws (or equivalent organizational documents) of
Pledgor
        or French
        Gulch or otherwise which have not otherwise been enforceably and legally
        waived
        by the necessary parties;


    


    (j)
       none
      of
      the Pledged Stock has been issued or transferred in violation of the securities
      registration, securities disclosure or similar laws of any jurisdiction to
      which
      such issuance or transfer may be subject;

    



      (k) The
        pledge of the Collateral pursuant to this Agreement creates a valid and
        perfected first priority security interest in such Collateral, securing the
        payment of the Obligations; provided,
        that
        the Secured Party retains physical possession of any of the Pledged Stock
        the
        possession of which is required for perfection;


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


      (l) All
        information heretofore, herein or hereafter supplied to the Secured Party
        by or
        on behalf of the Pledgor with respect to the Collateral is accurate and complete
        in all material respects;


    



      (m)  the
        pledge and assignment of the Collateral and the grant of a security interest
        under this Agreement vest in the Secured Party
        all
        rights of the Pledgor in the Collateral as contemplated by this Agreement;
        and


    



      (n)
         the
        Pledged Stock constitutes one hundred percent (100%) of the issued and
        outstanding shares of capital stock of French Gulch.


    


    5.
       Covenants.
      The
      Pledgor covenants that, until the Obligations shall be indefeasibly satisfied
      in
      full: 

    



      (a)
         the
        Pledgor will not sell, assign, transfer, convey, grant
        any
        option with respect to or
        otherwise dispose of its rights in or to the Pledged Stock or any interest
        therein; nor will Pledgor create, incur or permit to exist any Lien whatsoever
        with respect to any of the Pledged Stock or the proceeds thereof other than
        that
        created hereby.
        


    



      (b)
         the
        Pledgor will, at its expense, defend Secured Party’s
        right,
        title and security interest in and to the Collateral against the claims of
        any
        other party.


    



      (c)
         the
        Pledgor shall at any time, and from time to time, upon the written request
        of
        Secured Party,
        execute
        and deliver such further documents and do such further acts and things as
        Secured Party
        may
        reasonably request in order to effectuate the purposes of this Agreement
        including, but without limitation, delivering to Secured Party,
        upon
        the occurrence of an Event of Default, irrevocable proxies in respect of
        the
        Collateral in form satisfactory to Secured Parties. Until receipt thereof,
        upon
        an Event of Default that has occurred and is continuing beyond any applicable
        grace period, this Agreement shall constitute Pledgor’s proxy to Secured Parties
        or its nominee to vote all shares of Collateral then registered in the Pledgor’s
        name.
        The
        Pledgor
        hereby irrevocably authorizes
        the Secured Party at any time and from time to time to file in any filing
        office
        in any Uniform Commercial Code jurisdiction any initial financing statements
        and
        amendments thereto that (a) describe the Collateral as the collateral thereunder
        and (b) provide any other information required by Part 5 of Article 9 of
        the
        Uniform Commercial Code of such jurisdiction for the sufficiency or filing
        office acceptance of any financing statement or amendment. The Pledgor agrees
        to
        furnish any such information to the Secured Party promptly upon the Secured
        Party’s request. The Pledgor also ratifies its authorization for the Secured
        Party to have filed in any Uniform Commercial Code jurisdiction any like
        initial
        financing statements or amendments thereto if filed prior to the date
        hereof.


    


    (d)
       Pledgor
      will not consent to or approve the issuance of (i) any additional shares of
      any
      class of capital stock or other equity interests of French Gulch; or (ii) any
      securities convertible either voluntarily by the holder thereof or automatically
      upon the occurrence or nonoccurrence of any event or condition into, or any
      securities exchangeable for, any such shares, unless, in either case, such
      shares are pledged as Collateral pursuant to this Agreement.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


      (e) Except
        for use by the Company in its ordinary course of business, the Company or
        its
        subsidiaries shall not make any distributions or dividend payments. The Secured
        Party acknowledges and agrees that the general and administrative expense
        of the
        Company and its currently planned exploration activities in its other
        subsidiaries will be funded by the operations of French Gulch. The Company
        and
        its subsidiaries with not enter into any new ventures nor make any divergent
        exploration expenses from what is disclosed in its Securities Act or Exchange
        Act filings, until the Company has set aside an amount equal to the amount
        need
        to repay the Debenture in full into an account pledged for such repayment
        and
        satisfactory in all respect to Secured Party or has in fact repayed the
        Debenture in full, without prior approval of the Secured Party, which shall
        not
        be unreasonably withheld.


    


    (f) In
      the
      event the Company determines to wind up and terminate its operations or the
      operations of French Gulch, it shall provide twenty (20) days written notice
      to
      Secured Party prior to taking any substantive step in connection with such
      winding up and termination of business.

    



      6.
         Voting
        Rights and Dividends.
        So long
        as no Event of Default shall have occurred and be continuing, the Pledgor
        shall
        be entitled to exercise or refrain from exercising any and all voting and
        other
        consensual rights pertaining to the Pledged Stock
        for
        any purpose not inconsistent with the terms of this Agreement or the Purchase
        Agreement; provided,
        however,
        that
        the Pledgor shall not exercise any such right if the Secured Party shall
        have
        notified the Pledgor that, in the Secured Party’s judgment, such action would
        have an
        adverse
        effect on the value of the Pledged
        Stock or any part thereof; and provided,
        further,
        that
        the Pledgor shall give the
        Secured Party at least five days’ prior
        written
        notice of the manner in
        which
        it
        intends
        to exercise, or the reasons for refraining from exercising, any such
        right.
        So long
        as no Event of Default shall have occurred and be continuing, the Pledgor
        shall
        be entitled to receive any and all cash dividends paid on the Pledged
Stock.


    



      In
        addition to the Secured Party’s
        rights and remedies set forth in Section 8 hereof, in case an Event of Default
        shall have occurred and be continuing, (i) all rights of the Pledgor to exercise
        the voting and other consensual rights which it would otherwise be entitled
        to
        exercise pursuant to the immediately preceding paragraph shall cease, and
        all
        such rights shall thereupon become vested in the Secured Party who shall
        thereupon have the sole right to exercise such voting and other consensual
        rights; (ii) all rights of Pledgor to receive the dividends or other
        distributions which it would otherwise be authorized to receive and retain
        pursuant to the immediately preceding paragraph shall cease, and all such
        rights
        shall thereupon become vested in the Secured Party who shall thereupon have
        the
        sole right to receive and hold as Collateral such dividends or other
        distributions. 


    



      Following
        the occurrence of an Event of Default, all dividends and all other distributions
        in respect of any of the Collateral, shall be delivered to the Secured
Party
        to hold
        as Collateral and shall, if received by the Pledgor, be received in trust
        for
        the benefit of the Secured Party,
        be
        segregated from the other property or funds of Pledgor, and be forthwith
        delivered to the Secured Party
        as
        Collateral in the same form as so received (with any necessary
        endorsement).


    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


      In
        order
        to permit the Secured Party to exercise the voting and other consensual rights
        which it may be entitled to exercise pursuant to this Section 6 and to receive
        all dividends and other distributions which it may be entitled to receive
        herein, (i) the Pledgor shall promptly execute and deliver (or cause to be
        executed and delivered) to the Secured Party all such proxies, dividend payment
        orders and other instruments as the Secured Party may from time to time
        reasonably request and (ii) without limiting the effect of the immediately
        preceding clause (i), the Pledgor hereby grants to the Secured Party an
        irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to
        exercise all other rights, powers, privileges and remedies to which a holder
        of
        such Pledged Stock would be entitled (including, without limitation, giving
        or
        withholding written consents of shareholders or members, calling special
        meetings of shareholders or members and voting at such meetings), which proxy
        shall be effective, automatically and without the necessity of any action
        (including any transfer of any such Pledged Stock on the record books of
        the
        issuer thereof) by any other Person (including the issuer of such Pledged
        Stock
        or any officer or agent thereof), upon the occurrence of an Event of Default
        and
        which proxy shall only terminate upon the indefeasible payment in full in
        cash
        of the Obligations.


    


    7.
       Event
      of Default.
      An
“Event of Default” under this Agreement shall occur upon the happening of any of
      the following events:

    


    (a)
       an
“Event
      of Default” under any Transaction Document or any agreement or note related to
      any Transaction Document shall have occurred;

    


    (b)
       the
      Pledgor shall default in the performance of any of its obligations under any
      Transaction Document, including, without limitation, this Agreement, and such
      default shall not be cured during the cure period applicable
      thereto;

    


    (c)
       any
      representation or warranty of the Pledgor made herein, in any Transaction
      Document or in any agreement, statement or certificate given in writing pursuant
      hereto or thereto or in connection herewith or therewith shall be false or
      misleading in any material respect;

    



      (d)
         any
        portion of the Collateral is subjected to a levy of execution, attachment,
        distraint or other judicial process or any portion of the Collateral is the
        subject of a claim (other than by the Secured Party)
        of a
        Lien or other right or interest in or to the Collateral and such levy or
        claim
        shall not be cured, disputed or stayed within a period of fifteen (15) business
        days after the occurrence thereof; or


    


    (e)
       the
      Pledgor shall (i) apply for, consent to, or suffer to exist the appointment
      of,
      or the taking of possession by, a receiver, custodian, trustee, liquidator
      or
      other fiduciary of itself or of all or a substantial part of its property,
      (ii)
      make a general assignment for the benefit of creditors, (iii) commence a
      voluntary case under any state or federal bankruptcy laws (as now or hereafter
      in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition
      seeking to take advantage of any other law providing for the relief of debtors,
      (vi) acquiesce to, or fail to have dismissed, within thirty (30) days, any
      petition filed against it in any involuntary case under such bankruptcy laws,
      or
      (vii) take any action for the purpose of effecting any of the
      foregoing.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


      8.
         Remedies.
        In case
        an Event of Default shall have occurred and is continuing, the Secured
Party
        may:


       



      (a)
         transfer
        any or all of the Collateral into its
        name, or
        into the name of its
        nominee
        or nominees;


    



      (b)
         exercise
        all corporate rights with respect to the Collateral including, without
        limitation, all rights of conversion, exchange, subscription or any other
        rights, privileges or options pertaining to any shares of the Collateral
        as if
        the Secure Party
        were the
        absolute owner thereof, including, but without limitation, the right to
        exchange, at their discretion, any or all of the Collateral upon the merger,
        consolidation, reorganization, recapitalization or other readjustment of
        the
        Issuer thereof, or upon the exercise by the Issuer of any right, privilege
        or
        option pertaining to any of the Collateral, and, in connection therewith,
        to
        deposit and deliver any and all of the Collateral with any committee,
        depository, transfer agent, registrar or other designated agent upon such
        terms
        and conditions as it may determine, all without liability except to account
        for
        property actually received by it; and


    



      (c)
         subject
        to any requirement of applicable law, sell, assign and deliver the whole
        or,
        from time to time, any part of the Collateral at the time held by the Secured
        Party,
        at any
        private sale or at public auction, with or without demand, advertisement
        or
        notice of the time or place of sale or adjournment thereof or otherwise (all
        of
        which are hereby waived, except such notice as is required by applicable
        law and
        cannot be waived), for cash or credit or for other property for immediate
        or
        future delivery, and for such price or prices and on such terms as the Secured
        Party
        in its
        sole discretion may determine, or as may be required by applicable
        law.


    



      The
        Pledgor hereby waives and releases any and all right or equity of redemption,
        whether before or after sale hereunder. At any such sale, unless prohibited
        by
        applicable law, the Secured Party
        may bid
        for and purchase the whole or any part of the Collateral so sold free from
        any
        such right or equity of redemption. All moneys received by the Secured
Party
        hereunder, whether upon sale of the Collateral or any part thereof or otherwise,
        shall be held by the Secured Party
        and
        applied as provided in Section 10 hereof. No failure or delay on the part
        of the
        Secured Party
        in
        exercising any rights hereunder shall operate as a waiver of any such rights
        nor
        shall any single or partial exercise of any such rights preclude any other
        or
        future exercise thereof or the exercise of any other rights hereunder. The
        Secured Party
        shall
        have no duty as to the collection or protection of the Collateral or any
        income
        thereon nor any duty as to preservation of any rights pertaining thereto,
        except
        to apply the funds in accordance with the requirements of Section 10 hereof.
        The
        Secured Party
        may
        exercise their rights with respect to property held hereunder without resort
        to
        other security for or sources of reimbursement for the Obligations. In addition
        to the foregoing, Secured Party
        shall
        have all of the rights, remedies and privileges of a secured party under
        the
        Uniform Commercial Code of Nevada (the “UCC”) regardless of the jurisdiction in
        which enforcement hereof is sought.


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


      9.
         Private
        Sale.
        The
        Pledgor recognizes that the Secured Party
        may be
        unable to effect (or to do so only after delay which would adversely affect
        the
        value that might be realized from the Collateral) a public sale of all or
        part
        of the Collateral by reason of certain prohibitions contained in the Securities
        Act, and may be compelled to resort to one or more private sales to a restricted
        group of purchasers who will be obliged to agree, among other things, to
        acquire
        such Collateral for their own account, for investment and not with a view
        to the
        distribution or resale thereof. The Pledgor agrees that any such private
        sale
        may be at prices and on terms less favorable to the seller than if sold at
        public sales and that such private sales shall be deemed to have been made
        in a
        commercially reasonable manner. The Pledgor agrees that the Secured Party
        has
        no
        obligation to delay sale of any Collateral for the period of time necessary
        to
        permit French Gulch to register the Collateral for public sale under the
        Securities Act.


    



      10.
         Proceeds
        of Sale.
        The
        proceeds of any collection, recovery, receipt, appropriation, realization
        or
        sale of the Collateral shall be applied by the Secured Party
        as
        follows:


    



      (a)
         first,
        to
        the payment of all costs, reasonable expenses and charges of the Secured
        Party
        and to
        the reimbursement of the Secured Party
        for the
        prior payment of such costs, reasonable expenses and charges incurred in
        connection with the care and safekeeping of the Collateral (including, without
        limitation, the reasonable expenses of any sale or any other disposition
        of any
        of the Collateral), attorneys’ fees and reasonable expenses, court costs, any
        other fees or expenses incurred or expenditures or advances made by Secured
        Party
        in the
        protection, enforcement or exercise of its rights, powers or remedies
        hereunder;


    



      (b)
         second,
        to the payment of the Obligations, in whole or in part, in such order as
        the
        Secured Party
        may
        elect, whether or not such Obligations are
        then
        due;


    


    (c)
       third,
      to
      such persons, firms, corporations or other entities as required by applicable
      law including, without limitation, Section 9-615(a)(3) of the UCC;
      and

    



      (d)
         fourth,
        to the extent of any surplus,
        to the
Pledgor
        or as a
        court of competent jurisdiction may direct.


    



      In
        the
        event that the proceeds of any collection, recovery, receipt, appropriation,
        realization or sale are insufficient to satisfy the Obligations, the Pledgor
        shall be jointly and severally liable for the deficiency plus the costs and
        fees
        of any attorneys employed by Secured Party
        to
        collect such deficiency.


    



      11.
         No
        Waiver.
        Any and
        all of the Secured Party’s
        rights
        with respect to the Liens granted under this Agreement shall continue
        unimpaired, and Pledgor shall be and remain obligated in accordance with
        the
        terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization
        of any Pledgor, (b) the release or substitution of any item of the Collateral
        at
        any time, or of any rights or interests therein, or (c) any delay, extension of
        time, renewal, compromise or other indulgence granted by the Secured
Party
        in
        reference to any of the Obligations. The Pledgor hereby waives all notice
        of any
        such delay, extension, release, substitution, renewal, compromise or other
        indulgence, and hereby consents to be bound hereby as fully and effectively
        as
        if such Pledgor had expressly agreed thereto in advance. No delay or extension
        of time by the Secured Party
        in
        exercising any power of sale, option or other right or remedy hereunder,
        and no
        failure by the Secured Party
        to give
        notice or make demand, shall constitute a waiver thereof, or limit, impair
        or
        prejudice the Secured Party’s
        right
        to take any action against any Pledgor or to exercise any other power of
        sale,
        option or any other right or remedy.


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


      12.
         Expenses.
        The
        Collateral shall secure, and the
        Pledgor
        shall pay to Secured Party
        on
        demand, from time to time, all reasonable costs and expenses, (including
        but not
        limited to, reasonable attorneys’ fees and costs, taxes, and all transfer,
        recording, filing and other charges) of, or incidental to, the custody, care,
        transfer, administration of the Collateral or any other collateral, or in
        any
        way relating to the enforcement, protection or preservation of the rights
        or
        remedies of the Secured Party
        under
        this Agreement or with respect to any of the Obligations.


    



      13.
         The
        Secured Party
        Appointed Attorney-In-Fact and Performance by the Secured
        Parties.
        Upon
        the occurrence of an Event of Default, the
        Pledgor
        hereby irrevocably constitutes and appoints the Secured Party
        as the
        Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to
        execute, acknowledge and deliver any instruments and to do in the
        Pledgor’s name, place and stead, all such acts, things and deeds for and on
        behalf of and in the name of such Pledgor, which the
        Pledgor
        could or might do or which the Secured Party
        may deem
        necessary, desirable or convenient to accomplish the purposes of this Agreement,
        including, without limitation, to execute such instruments of assignment
        or
        transfer or orders and to register, convey or otherwise transfer title to
        the
        Collateral into the Secured Party’s
        name.
        The Pledgor hereby ratifies and confirms all that said attorney-in-fact may
        so
        do and hereby declares this power of attorney to be coupled with an interest
        and
        irrevocable. If any Pledgor fails to perform any agreement herein contained,
        the
        Secured Party
        may
        itself perform or cause performance thereof, and any costs and expenses of
        the
        Secured Party
        incurred
        in connection therewith shall be paid by the Pledgor as provided in Section
        10
        hereof.


    



      14. Continuing
        Security Interest; Transfer Of Secured Obligations. This
        Agreement shall create a continuing security interest in the Collateral and
        shall remain in full force and effect until the indefeasible
        payment
        in full
        in
        cash
        of all
        Obligations. Upon the indefeasible
        payment
        in full
        in
        cash
        of all
        Obligations, the security interest granted hereby shall terminate hereunder
        and
        of record and all rights to the Collateral shall revert to Pledgor.



    


    15.
       Waivers.
      THE
      PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING
      SUCH
      APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS
      OF
      THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS
      TO
      TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
      WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY
      COMPANY ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY
      OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

    



      16.
         Recapture.
        Notwithstanding anything to the contrary in this Agreement, if the
        Secured Party
        receives
        any payment or payments on account of the Obligations, which payment or payments
        or any part thereof are subsequently invalidated, declared to be fraudulent
        or
        preferential, set aside and/or required to be repaid to a trustee, receiver,
        or
        any other party under the United States Bankruptcy Code, as amended, or any
        other federal or state bankruptcy, reorganization, moratorium or insolvency
        law
        relating to or affecting the enforcement of creditors’ rights generally, common
        law or equitable doctrine, then to the extent of any sum not finally retained
        by
        the Secured Party,
        the
        Pledgor’s obligations to the Secured Party
        shall be
        reinstated and this Agreement shall remain in full force and effect (or be
        reinstated) until payment shall have been made to Secured Party,
        which
        payment shall be due on demand.


    


    
      
         

      

      
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    17.
       Captions.
      All
      captions in this Agreement are included herein for convenience of reference
      only
      and shall not constitute part of this Agreement for any other
      purpose.

    



      18. Action
        by Secured Party.
        If
        the
        Secured Party
        shall
        take any action, including any waiver, under this Pledge Agreement, the action
        of the Secured Party
        shall be
        determined by the written consent of the holders of a majority of the dollar
        amount of the Debentures then outstanding.


    


    19.
       Miscellaneous.

    


    (a)
       This
      Agreement constitutes the entire and final agreement among the parties with
      respect to the subject matter hereof and may not be changed, terminated or
      otherwise varied except by a writing duly executed by the parties
      hereto.

    


    (b)
       No
      waiver
      of any term or condition of this Agreement, whether by delay, omission or
      otherwise, shall be effective unless in writing and signed by the party sought
      to be charged, and then such waiver shall be effective only in the specific
      instance and for the purpose for which given.

    


    (c)
       In
      the
      event that any provision of this Agreement or the application thereof to any
      Pledgor or any circumstance in any jurisdiction governing this Agreement shall,
      to any extent, be invalid or unenforceable under any applicable statute,
      regulation, or rule of law, such provision shall be deemed inoperative to the
      extent that it may conflict therewith and shall be deemed modified to conform
      to
      such statute, regulation or rule of law, and the remainder of this Agreement
      and
      the application of any such invalid or unenforceable provision to parties,
      jurisdictions, or circumstances other than to whom or to which it is held
      invalid or unenforceable shall not be affected thereby, nor shall same affect
      the validity or enforceability of any other provision of this
      Agreement.

    



      (d)
         This
        Agreement shall be binding upon the Pledgor, and Pledgor’s successors and
        assigns, and shall inure to the benefit of the Secured Party
        and
its
        successors and assigns.


    


    (e)
       Any
      notice or other communication required or permitted pursuant to this Agreement
      shall be given in accordance with the Security Purchase Agreement.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


      (f)
         THIS
        AGREEMENT AND THE OTHER DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND
        ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO
        CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES
        OF
        CONFLICTS OF LAW. THE PLEDGOR AND THE SECURED PARTY
        HEREBY
        CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY
        OF
        WASHOE, STATE OF NEVADA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
        ANY CLAIMS OR DISPUTES BETWEEN PLEDGOR
        AND
        THE
        SECURED PARTY,
        PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION
        DOCUMENTS.


     

    (i)
       This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement. Any signature delivered by a party by facsimile transmission
      shall be deemed an original signature hereto.

    


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

    


    


    BULLION
      RIVER GOLD CORP,

    a
      Nevada
      corporation

     

    By:
      /s/
      Nancy B. Huber 

      
      Nancy B.
      Huber

     

    


    Elton
      Participation Corp.

    a
      British
      Virgin Islands corporation

     

    By:
      /s/
      Peter-Paul Stengel

    Peter-Paul
      Stengel

     

    


    11