FINDER'S AGREEMENT

1.

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

2.

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

3.

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

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

4.

Certain Matters Relating to Finder’s Duties :

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

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

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

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

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

5.

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

6.

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

(a)

If to the Company to :

SEARCHLIGHT MINERALS CORP

cc:

O'Neill Law Group PLLC

#120 – 2441 W Horizon Ridge Pkwy

435 Martin Street, Suite 1010

Henderson, NV 89052

Blaine, WA 98230

(702) 939-5247 Telephone

(360) 332-330 Tel

(702) 939-5249 Facsimile

(360) 332-2291 Fax

(b)

If to the Finder to:

Stuart G. Potter, Jr.

cc:

Charles B. Crowell

S & P INVESTORS, INC.

503 University Tower

12720 Hillcrest Road, Suite 108

6440 N. Central Expwy.

Dallas, TX 75230

Dallas, TX 75206

(972) 385-9471 Telephone

(214) 368-9407 Tel.

(972) 385-9486 Facsimile

(214) 368-9094 Fax

7.

The Finde