TERMS OF AGREEMENT WITH RESPECT TO THE DEVELOPMENT OF MINERAL PROPERTIES

Exhibit 10.8

Phage Genomics, Inc.
4861 Cambridge Street
Burnaby, British Columbia
Canada V5C 1H9

Searchlight Minerals, Inc., Kiminco Inc. and Pass Minerals Inc.
2215 Lucerne Circle
Henderson, Nevada
89015

Gold Crown Minerals Inc.
2215 Lucerne Circle
Henderson Nevada
89014

Dear Sirs:

The purpose of this letter is to record the terms of the agreement reached with respect to the development of your mineral properties.

As you are aware you entered into an agreement with Searchlight Minerals Inc. ("Searchlight") whereby you optioned your interest in certain mineral properties (the "Properties") to Searchlight, as more fully developed in that Agreement. Searchlight has found a new company, Phage Genomics, Inc. ("Phage") which will be able to provide further funding for the development of the Properties. Before Searchlight assigns its rights to your Properties to Phage, there are a number of conditions to be acknowledged and agreed upon between you, K. Ian Matheson ("Matheson"), both as an individual and as a director, officer and shareholder of Searchlight and Phage.

The reason for this letter is to ensure that as Phage goes forward there is no misunderstanding between you, myself, Searchlight and Phage and by the executing this agreement you are assigning your Property and rights under the Agreement to Phage and releasing myself and Searchlight from any and all claims.

You acknowledge the following:

1.          There has been no representation by Matheson nor Searchlight that any securities you were to receive, namely shares of Searchlight shares of Phage, are other than speculative due to the nature of business and the present stage of development.

2.         The securities of Phage have not been registered under the Securities Act of l933 ("1933 Act") nor under any "blue sky" state securities laws and therefore cannot be offered or sold in the United States without registration under the 1933 Act and the securities law of all applicable states of the United States unless an exemption from registration is available and will bear the appropriate legends acknowledging the restrictions on trading. Phage has no obligation or present intention of filing registration statement under the 1933 Act, however, Phage, undertakes to include any securities issued to you in any registration statement filed under the 1933 Act. (piggy back registration rights)

3.         Matheson and his related companies have advanced support approximately $85,000 to Searchlight and that Matheson and his related companies will be received from Phage any and all monies previously advanced to Searchlight as approved by the board of Phage.

4.         Matheson and his associates have also optioned certain mineral properties to Searchlight and Matheson and his associates will be assigning all rights to those mineral properties to Phage on exactly the same terms and conditions that you are receiving from Phage.

5.         Matheson and his associates own other mineral properties in Nevada, which have not been optioned to Searchlight nor Phage and, which may increase in value due to the development of your Properties or other minerals properties acquired by Phage and that you will not have any right to any of the proceeds of any sale, distribution transfer or otherwise disposition of those mineral properties.

6.          Matheson will become a director and officer of Phage and will be paid a remuneration to be determined by the Board of Phage and Matheson will also acquire other securities of Phage for nominal consideration during the restru