Common use of Independent Nature of Holders’ Obligations and Rights Clause in Contracts

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance or non-performance of the obligations of any other HolderHolder under this Agreement. Each Holder acknowledges that no other Holder has acted as agent for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection with monitoring its investment in the Purchased Shares or enforcing its rights under this Agreement. Nothing in the Transaction Documents delivered at any Closingcontained herein, and no action taken by any Holder pursuant to themhereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, 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 or as a group (including a “group” within the meaning of Section 13(d)(3) of the 1934 Act), and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement, and the Company acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. The Company acknowledges and each Holder confirms that it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Holder is shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, the parties have executed Each Holder has been represented by its own separate legal counsel in its review and negotiation of this Registration Rights Agreement as of the date first written aboveAgreement. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered The Company has elected to provide all Holders with the Securities and Exchange Commission or same terms for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. (the “Common Stock”Signature Pages Follow). The purchase price of one share of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a).

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 27,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Xxxxx Xxxxxxxxx (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 27,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under this Agreement. Nothing contained herein or in the May 2013 SPA, the October 2013 SPA or in any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Subscription Agreement, the Placement Agreement or the Transaction Documents, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Subscription Agreement, the Placement Agreement or the Transaction Documents. The decision of each Holder to enter into this AgreementAgreement and to effectuate the transactions contemplated by this Agreement has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or effectuating the transactions contemplated hereby and hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under the Subscription Agreement, the Placement Agreement or the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Document, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as transactions contemplated herein and hereby was solely in the control of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Company, not the securities into which this security is exercisable have been registered with the Securities and Exchange Commission action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each of the “Common Stock”)Subscription Agreement, the Placement Agreement and the Transaction Documents is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. [The purchase price of one share of Common Stock under this Warrant is equal to next pages are the Exercise Price, as defined in Section 2(a).signature page]

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. ************************* Registration Rights Agreement In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. ByBy:/s/ Nxxxx X. Xxxxx Nxxxx X. Xxxxx Chief Financial Officer Registration Rights Agreement [Holders’ signature pages to BLRV Registration Rights Agreement] Name of Holder: Exxxx Participation Corp Signature of Authorized Signatory of Holder: /s/ Xxxxx X. Pxxxx-Xxxx Xxxxx X. Xxxxxxx Name of Authorized Signatory: Pxxxx-Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered with the Securities Xxxxxxx Title of Authorized Signatory: Secretary Registration Rights Agreement Annex A Bullion River Gold Corp. Selling Security-holder Notice and Exchange Commission or the securities commission Questionnaire The undersigned beneficial owner of any state in reliance upon an exemption from registration under the Securities Act of 1933 common stock, par value $0.001 per share (the “Securities ActCommon Stock”), 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant SharesRegistrable 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 common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of _________________, 2006 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price 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 one share Registrable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under any Transaction Document. Nothing contained herein or in the any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered with the Securities purchase 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 sale 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 contemplated hereby was solely 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary control of the Initial Exercise Date (Company, not the “Termination Date”) but not thereafteraction or decision of any Holder, to subscribe and was done solely for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to Company, each Subsidiary and a Holder, solely, and not between the Exercise PriceCompany, as defined in Section 2(a)its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Schedule are several and not joint with the obligations of any each other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under this Schedule. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themthereto, can shall 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 or as a group with respect to such obligations or the transactions contemplated by this AgreementSchedule. Each Holder is acknowledges that no other Holder will be acting as agent of such Holder in enforcing its rights under this Schedule. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Schedule, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding Proceeding for such purpose. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as The Company acknowledges that each of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have Holders has been registered provided with the Securities same Schedule for the purpose of closing a transaction with multiple Holders and Exchange Commission not because it was required or the securities commission requested to do so by any Holder. ANNEX A Plan of any state in reliance upon an exemption from registration under the Securities Act of 1933 Distribution Each Selling Stockholder (the “Securities Act”)"Selling Stockholders") of the common stock ("Common Stock") of Colombia Goldfields Ltd., and(the "Company") and any of their pledgees, accordinglydonees, may not be offered transferees, assignees and successors-in-interest may, from time to time, sell any or sold except pursuant to an effective registration statement under all of their shares of Common Stock on the Securities Act Trading Market or pursuant to an available exemption fromany other stock exchange, market or trading facility on which the shares are traded or in a transaction not subject to, the registration requirements private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the Securities Act following methods when selling shares: ordinary brokerage transactions and transactions in which the broker dealer solicits purchasers; block trades in which the broker dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; purchases by a broker dealer as principal and resale by the broker dealer for its account; an exchange distribution in accordance with the rules of the applicable state securities laws as evidenced by a legal opinion exchange; privately negotiated transactions; settlement of counsel to short sales entered into after the transferor to such effect, effective date of the substance registration statement of which will be reasonably acceptable this prospectus is a part; broker dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; a combination of any such methods of sale; through the company. This security and the securities into which this security is exercisable have been issued writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or any other method permitted pursuant to an exemption from registration applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amendedamended (the "Securities Act"), if available, rather than under this prospectus. Broker dealers engaged by the Selling Stockholders may arrange for other brokers dealers to participate in sales. Broker dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to regulation S thereunderthis prospectus (as supplemented or amended to reflect such transaction). This The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any underwriter or other person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would not exceed customary fees and commissions. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this prospectus. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the common stock by the Selling Stockholders. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) six months following the expiration of the Warrants, (ii) all of the Common Stock held by Selling Stockholders can be sold without restriction or limitation pursuant to Rule 144(b)(1) or (iii) such time as all shares covered by the registration statement have been sold publicly. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. We have advised each Selling Stockholder that it may not use shares registered under this Registration Statement to cover short sales of common stock made prior to the date on which this Registration Statement shall have been declared effective by the Securities and Exchange Commission. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the securities into rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this security is excercisable cannot be transferredprospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. ANNEX B SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of common stock (the "Registrable Securities") of Colombia Goldfields Ltd.(the "Company"), offered, understands that the Company has filed or sold in intends to file with the united states or to U.S. Persons Securities and Exchange Commission (as that term is defined in regulation Sthe "Commission") except pursuant to a registration statement (the "Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, or pursuant to an available exemption from registration. COMMON STOCK PURCHASE WARRANT To purchase 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant as amended (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“the “Holder”"Securities Act"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company Registrable Securities, in accordance with the terms of the Registration Rights (the “Common Stock”)"Registration Rights Agreement") to which this document is annexed. The purchase price All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of one share Registrable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling securityholder in the Exercise PriceRegistration Statement and the related prospectus. IF NOT DELIVERED TO THE AGENTS PRIOR TO CLOSING OF THE OFFERING, as defined in Section 2(a).PLEASE FAX OR EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 27,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Xxxxxxx Hochwimmer (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 27,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under any Transaction Document. Nothing contained herein or in the any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Holder to exchange the Prior Notes for the Exchange Notes pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as Exchange contemplated hereby was solely in the control of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Company, not the securities into which this security is exercisable have been registered with the Securities and Exchange Commission action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to Company, each Subsidiary and a Holder, solely, and not between the Exercise PriceCompany, as defined in Section 2(a)its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Except as expressly provided herein, each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereofThe use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the parties have executed action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. This Registration Rights Agreement is hereby executed as of the date first written aboveabove written. BULLION RIVER GOLD CORPTHE COMPANY: TRANSPHORM, INC. By: /s/ Name: Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Title: Chief Executive Officer This Registration Rights Agreement is hereby executed as of the securities into which this security is exercisable have been registered with the Securities and Exchange Commission or the securities commission date first above written. PURCHASER: [______] By: Name: Title: Address of any state in reliance upon an exemption from registration under the Securities Act Executive Offices: Telephone Number: Facsimile Number: E-mail Address: Additional copies of 1933 (the “Securities Act”), and, accordingly, may not be offered or sold except notices 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 Agreement shall 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) delivered but not thereafterconstitute notice, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).to: Email: Facsimile:

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Xx. Xxxxxxx Xxxxxx (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder holder of Registrable Securities hereunder are several and not joint with the obligations of any other Holderholder of Registrable Securities hereunder, and no Holder can holder of Registrable Securities shall be responsible in any way for the performance of the obligations of any other Holderholder of Registrable Securities hereunder. Nothing contained herein or in any other agreement or document delivered in connection with the Transaction Documents delivered at any ClosingSubscription Agreements, and no action taken by any Holder holder of Registrable Securities pursuant to themhereto or thereto, can shall be deemed to constitute the Holders holders of Registrable Securities as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders holders of Registrable Securities are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the holders of Registrable Securities are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is holder of Registrable Securities shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder holder of Registrable Securities to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as The use of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered a single agreement 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 respect 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, obligations of the Company (contained was solely in the “Common Stock”)control of the Company, not the action or decision of any holder of Registrable Securities, and was done solely for the convenience of the Company and not because it was required or requested to do so by any holder of Registrable Securities. The purchase price It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a holder of one share Registrable Securities, solely, and not between the Company and the holders of Common Stock under this Warrant is equal to the Exercise Price, as defined in Section 2(a)Registrable Securities collectively and not between and among holders of Registrable Securities.

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx Pxxxx X. Xxxx Xxxxx Pxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered with the Securities [Holders’ signature pages to BLRV Registration Rights Agreement] Name of Holder: __________________________ Signature of Authorized Signatory of Holder: __________________________ Name of Authorized Signatory: _________________________ Title of Authorized Signatory: __________________________ Annex A Bullion River Gold Corp. Selling Security-holder Notice and Exchange Commission or the securities commission Questionnaire The undersigned beneficial owner of any state in reliance upon an exemption from registration under the Securities Act of 1933 common stock, par value $0.001 per share (the “Securities ActCommon Stock”), 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant SharesRegistrable 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 common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of ___________________, 2006 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price 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 one share Registrable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Except as expressly provided herein, each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereofThe use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the parties have executed action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. This Registration Rights Agreement is hereby executed as of the date first written aboveabove written. BULLION RIVER GOLD CORPThe Company: TRANSPHORM, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx Xxxxx Title: Chief Executive Officer This Registration Rights Agreement is hereby executed as of the date first above written. Purchaser: KKR PHORM INVESTORS L.P. By: its General Partner, KKR Phorm Investors GP LLC By: /s/ Xxxx Xxxxx X. Name: Xxxx Xxxxx Title: Vice President EXHIBIT B 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 Address of any state in reliance upon an exemption from registration under the Securities Act of 1933 Executive Offices: x/x Xxxxxxxx Xxxxxx Xxxxxxx & Co. L.P. 00 Xxxxxx Xxxxx, Suite 7500 New York, New York 10001 Attn: General Counsel Telephone Number: Facsimile Number: (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 S000) except pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration. COMMON STOCK PURCHASE WARRANT To purchase 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).000-0000 E-mail Address:

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under this Agreement. Nothing contained herein or in the May 2013 SPA, the October 2013 SPA or in any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the May 2013 SPA, the October 2013 SPA or the Transaction Documents, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the May 2013 SPA, the October 2013 SPA or the Transaction Documents. The decision of each Holder to enter into this AgreementAgreement and to effectuate the transactions contemplated by this Agreement has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or effectuating the transactions contemplated hereby and hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Exchange Warrants or enforcing its rights under the May 2013 SPA, the October 2013 SPA or the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Document, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as transactions contemplated herein and hereby was solely in the control of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Company, not the securities into which this security is exercisable have been registered with the Securities and Exchange Commission action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each of the “Common Stock”)May 2013 SPA, the October 2013 SPA and the Transaction Documents is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. [The purchase price of one share of Common Stock under this Warrant next page is equal to the Exercise Price, as defined in Section 2(a)signature page.]

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderOther Holder under this Agreement. Nothing contained herein or in the Transaction Documents delivered at Securities Purchase Agreement or in any Closingother transaction documents relating hereto and thereto, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Securities Purchase Agreement or the transaction documents relating thereto, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement, the Securities Purchase Agreement or the transaction documents relating hereto or thereto. The decision of each Holder to enter into this Agreement and to effectuate the transactions contemplated by this Agreement has been made by such Holder independently of any Other Holder. Each Holder is acknowledges that no Other Holder has acted as agent for such Holder in connection with such Holder making its decision to enter into this Agreement or effectuating the transactions contemplated hereby and hereunder and that no Other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under this Agreement, the Securities Purchase Agreement or the transaction documents relating thereto. The Company and each Holder confirms that each Holder has independently participated with the Company in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other transaction document, and it is shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as transactions contemplated herein and hereby was solely in the control of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Company, not the securities into which this security is exercisable have been registered with the Securities and Exchange Commission action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and the “Common Stock”)transaction documents relating thereto is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among the Holders. [The purchase price of one share of Common Stock under this Warrant is equal to next pages are the Exercise Price, as defined in Section 2(a).signature pages]

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under any Transaction Document. Nothing contained herein or in the any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Holder to exchange the Prior Notes for the Exchange Notes pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as exchange of a portion of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor aggregate principal of the securities into which this security is exercisable have been registered with Prior Notes for the Securities and Exchange Commission Notes contemplated hereby was solely in the control of the Company, not the action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to Company, each Subsidiary and a Holder, solely, and not between the Exercise PriceCompany, as defined in Section 2(a)its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall 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 shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereofIN WITNES WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORPVOICESERVE, INC. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither Xxxxxxx Bibehnan Name: Xxxxxxx Bibehnan Title: Chief Executive Officer [SlGNATURE PAGES OF PURCHASERS FOLLOW] SIGNATURE PAGE OF PURCHASERS TO VOICESERVE, INC. REGISTRATION TIGHTS AGREEMENTS Name of Purchaser: Signature of Authorized Signatory: Name: Title: [SIGNATURE PAGES CONTINUE] ANNEX A Plan of Distribution Each Selling Stockholder (the “Selling Stockholders”) of the common stock (“Common Stock”) of VoiceServe, Inc., a Delaware corporation (the “Company”) and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock included in this security nor prospectus on the securities OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable exchange; ● privately negotiated transactions; ● settlement of short sales entered into after the effective date of the registration statement of which this security prospectus is exercisable have been registered a part; ● broker-dealers may agree with the Securities and Exchange Commission Selling Stockholders to sell a specified number of such shares at a stipulated price per share; ● through the writing or the securities commission settlement of options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any state in reliance upon an exemption from registration such methods of sale;or ● any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933 1933, as amended (the “Securities Act”), andif available, accordinglyrather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with NASD Rule 2440 of the Financial Industry Regulatory Authority (“FINRA”); and in the case of a principal transaction a markup or markdown in compliance with FINRA’s NASD IM-2440. In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may not be enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions for the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or sold except other financial institution may resell pursuant to an this prospectus (as supplemented or amended to reflect such transaction). The Selling Stockholders and any broker dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any written or oral agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the shares registered hereunder. There is no underwriter or coordinating broker acting in connection with the proposed sale of the shares registered hereunderby the Selling Stockholders. We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration statement and without regard to any volume limitations by reason of Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to an available exemption from, the prospectus 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 Rule 144 under the Securities Act or any other rule of 1933similar effect. The shares registered hereunder will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, as amendedin certain states, pursuant to regulation S thereunder. This security and the securities into which this security is excercisable cansuch shares may not be transferred, offered, sold unless they have been registered or sold qualified for sale in the united states applicable state or to U.S. Persons (as that term an exemption from the registration or qualification requirement is defined in regulation S) except pursuant to registration available and is complied with. Under applicable rules and regulations under the Securities Act Exchange Act, any person engaged in the distribution of 1933, or pursuant to an available exemption from registration. COMMON STOCK PURCHASE WARRANT To purchase 50,000 the shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“the “Holder”), is entitled, upon the terms and subject registered hereunder may not simultaneously engage in market making activities with respect to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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 for the Exercise Priceapplicable restricted period, as defined in Section 2(a)Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

Independent Nature of Holders’ Obligations and Rights. The obligations of each the Holder under this Agreement are several and not joint with the obligations of any other Other Holder, and no the Holder can shall not be responsible in any way for the performance of the obligations of any other HolderOther Holder under any Other Agreement. Nothing contained herein or in the Transaction Documents delivered at any ClosingOther Agreement, and no action taken by any the Holder pursuant to themhereto, can shall be deemed to constitute the Holder and Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement and the Company acknowledges that, to the best of its knowledge, the Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any Other Agreement. Each The decision of the Holder is and each Other Holder to purchase New Securities pursuant to the Transaction Documents has been made by the Holder and such Other Holders independently of any other Holder. The Holder acknowledges that no Other Holder has acted as agent for the Holder in connection with the Holder making its investment hereunder and that no Other Holder will be acting as agent of the Holder in connection with monitoring the Holder’s investment in the New Securities or enforcing its rights under the Exchange Documents. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it is shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of Holder and each Holder of the Other Holders under this Agreement, the Other Agreements and any other documents relating to the transactions contemplated by this Agreement and the Other Agreements are several and not joint with the obligations of the Holder and any other Holderof the Other Holders, and no the Holder can shall not be responsible in any way for the performance of the obligations of the Other Holders under the Other Agreements or any documents relating to the transactions contemplated by the Other Agreements. Nothing contained herein, the Other Agreements or in any other Holder. Nothing in documents relating to this Agreement or the Transaction Documents delivered at any ClosingOther Agreements, and no action taken by any Holder of the Holders pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, 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 or as a group, and the Company will not assert any such claim and the Company acknowledges that the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement, the Other Agreements and the documents relating to the transactions contemplated by this Agreement and the Other Agreements. Each The Company acknowledges and the Holder is confirms that it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other documents relating to the transactions contemplated by this Agreement, and it is shall not be necessary for any other Other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a)[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Xxxxx Xxxxxx (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereofThe use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the parties have executed action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders This Registration Rights Agreement is hereby executed as of the date first written aboveabove written. BULLION RIVER GOLD CORP. The Company: LOLA ONE ACQUISITION CORPORATION (TO BE RENAMED AMESITE INC.) By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 Name: Title: Purchasers{ See Omnibus Signature Pages to Subscription Agreement (Purchasers do not sign here) Broker (individual): Broker (entity): Print Name Print Name of any state in reliance upon an exemption from registration under the Securities Act Entity By: Signature Name: Title: Registrable Pre-Merger Stockholder (individual): Registrable Pre-Merger Stockholder (entity): Print Name Print Name of 1933 Entity By: Signature Name: Title: Holder of Merger Shares (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 individual): Holder of the Securities Act and in accordance with applicable state securities laws as evidenced by a legal opinion Merger Shares (entity): Print Name Print Name of counsel to the transferor to such effect, the substance Entity By: Signature Name: Title: All Holders: Address __________________________________ __________________________________ __________________________________ Schedule 1 Brokers Schedule 2 Holders 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).Merger Shares Schedule 3 Registrable Pre-Merger Stockholders

Independent Nature of Holders’ Obligations and Rights. The obligations of each the Holder hereunder and under the other Transaction Documents are several and not joint with the obligations of any other Holderholder of any Securities (as defined in the Note), and no the Holder can shall not be responsible in any way for the performance of the obligations of any other Holderholder of any Securities (as defined in the Note) under any of the Other Exchange Agreements, any other similar agreement or any of the Transaction Documents. Nothing contained herein or in any of the other Transaction Documents delivered at any ClosingDocuments, and no action taken by any the Holder pursuant hereto or pursuant to themany other Transaction Document, can shall be deemed to constitute the Holders Holder and the holders of any Securities (as defined in the Note) as, and the Company acknowledges that the Holder and the holders of any Securities (as defined in the Note) do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders Holder or any holder of any Securities (as defined in the Note) are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holder and the holders of any Securities (as defined in the Note) are not acting in concert or as a group or entity, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents or any other similar agreement. Each The decision of the Holder is to enter into the Transaction Documents has been made by the Holder independently of any holder of any Securities (as defined in the Note). The Company and the Holder confirms that the Holder has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. The Holder acknowledges that no holder of any Securities (as defined in the Note) has acted as agent for the Holder in connection with the Holder making its acquisition hereunder and that no holder of any Securities (as defined in the Note) will be acting as agent of the Holder in connection with monitoring the Holder’s position in the Securities (as defined herein) or enforcing its rights under the Transaction Documents. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder holder of any Securities (as defined in the Note) to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, To the parties have executed this Registration Rights Agreement extent that any holder of any Securities (as of defined in the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities Note) enters into which this security is exercisable have been registered an agreement with the Securities same or similar terms 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 conditions or pursuant to the same or similar documents, all such matters are solely in the control of the Company, not the action or decision of the Holder, and would be solely for the convenience of the Company and not because it was required or requested by the Holder. The Company further acknowledges and agrees that the Holder is acting solely in the capacity of an available exemption fromarm’s length party with respect to the Transaction Documents and the transactions contemplated by this Agreement and the other Transaction Documents and that the Holder is not and has not been an “affiliate” (as defined in Rule 144 promulgated by the SEC under the 0000 Xxx) of the Company or any of its Subsidiaries (including, without limitation, as a result of the acquisition or in a transaction not subject to, the registration requirements holding of any 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(aotherwise).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. ************************* In witness whereof(Signature Pages Follow) IN WITNESS THEREOF, the parties undersigned Buyer and the Company have caused this agreement to be duly executed this Registration Rights Agreement as of the date first written aboveabove written. BULLION RIVER GOLD CORPGUIDED THERAPEUTICS, INC. By/s/ Gxxx X. Xxxxxxxxxx Gxxx X. Xxxxxxxxxx Chef Executive Officer [SIGNATURE PAGE OF HOLDERS TO GTHP RRA] Name of Holder: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 __________________________ Signature of any state in reliance upon an exemption from registration under the Securities Act Authorized Signatory of 1933 Holder: __________________________ Name of Authorized Signatory: _________________________ Title of Authorized Signatory: __________________________ [SIGNATURE PAGES CONTINUE] Annex A Plan of Distribution Each Selling Stockholder (the “Securities ActSelling Stockholders”)) of the securities and any of their pledgees, andassignees and successors-in-interest may, accordinglyfrom time to time, may not be offered sell any or sold except pursuant to an effective registration statement under all of their securities covered hereby on the Securities Act principal Trading Market or pursuant to an available exemption fromany other stock exchange, market or trading facility on which the securities are traded or in a transaction not subject to, the registration requirements private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the Securities Act following methods when selling securities: ● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; ● block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; ● purchases by a broker-dealer as principal and resale by the broker-dealer for its account; ● an exchange distribution in accordance with the rules of the applicable state exchange; ● privately negotiated transactions; ● settlement of short sales; ● in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities laws as evidenced by at a legal opinion stipulated price per security; ● through the writing or settlement of counsel to the transferor to options or other hedging transactions, whether through an options exchange or otherwise; ● a combination of any such effect, the substance methods of which will be reasonably acceptable to the company. This security and the securities into which this security is exercisable have been issued sale; or ● any other method permitted pursuant to an applicable law. The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amendedamended (the “Securities Act”), if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440. In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to regulation S thereunderthis prospectus (as supplemented or amended to reflect such transaction). This security The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities into may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. We agreed to keep this prospectus effective until the earlier of (i) the date on which this security is excercisable cannot the securities may be transferredresold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, offered, or sold without the requirement for the Company to be in compliance with the united states or to U.S. Persons (as that term is defined in regulation S) except pursuant to registration current public information under Rule 144 under the Securities Act or any other rule of 1933, or pursuant to an available exemption from registration. COMMON STOCK PURCHASE WARRANT To purchase 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).similar effect or

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under any Transaction Document. Nothing contained herein or in the any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Holder to exchange the Prior Securities for the Exchange Securities pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Holder’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as exchange of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor Prior Securities for the securities into which this security is exercisable have been registered with Exchange Securities contemplated hereby was solely in the Securities and Exchange Commission control of the Company, not the action or the securities commission decision of any state in reliance upon an exemption from registration under Holder, and was done solely for 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to Company, each Subsidiary and a Holder, solely, and not between the Exercise PriceCompany, as defined in Section 2(a)its Subsidiaries and the Holders collectively and not between and among the Holders.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. ************************* In witness whereof(Signature Pages Follow) CHROMOCELL THERAPEUTICS CORPORATION By:__________________________________________ Name: Title: [Signature Page of Holders Follows] [SIGNATURE PAGE OF HOLDER TO RRA] Name of Holder: Signature of Authorized Signatory of Holder: __________________________ Name of Authorized Signatory: Title of Authorized Signatory: [Signature Pages Continue] ANNEX A CHROMOCELL THERAPEUTICS CORPORATION Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of shares of common stock (the “Registrable Securities”) of CHROMOCELL THERAPEUTICS CORPORATION (the “Company”), understands that the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered Company has filed or intends to file with the Securities and Exchange Commission or (the securities commission “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of any state in reliance upon an exemption from registration under the Securities Act of 1933 1933, as amended (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 Registrable Securities, in accordance with applicable state securities laws as evidenced by a legal opinion the terms 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant Registration Rights Agreement (the “WarrantRegistration Rights Agreement”) certifies that, for value received, 4P Management Partners SA (“to which this document is annexed. A copy of the “Holder”), Registration Rights Agreement is entitled, available from the Company upon request at the address set forth below. All capitalized terms and subject to not otherwise defined herein shall have the limitations on exercise meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the conditions hereinafter set forthrelated prospectus. Accordingly, at any time on holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or after not being named as a selling stockholder in the date given above (Registration Statement and the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a)related prospectus.

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 200,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Beskivest Chart Ltd. (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 200,000 shares (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(a).

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B 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 50,000 27,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA Hannah Hochwimmer (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 27,000 shares (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(a).

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under the Transaction Documents are several and not joint with the obligations of any other Holder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder under any Transaction Document. Nothing contained herein or in the any other Transaction Documents delivered at any ClosingDocument, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as as, and the Company acknowledges that the Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by this Agreementthe Transaction Documents or any matters, and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Holder to purchase Securities pursuant to the Transaction Documents has been made by such Holder independently of any other Holder. Each Holder is acknowledges that no other Holder has acted as agent for such Holder in connection with such Holder making its investment hereunder and that no other Holder will be acting as agent of such Holder in connection with monitoring such Xxxxxx’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Holder confirms that each Holder has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereof, The use of a single agreement to effectuate the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered with the Securities purchase 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 sale 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 contemplated hereby was solely 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary control of the Initial Exercise Date (Company, not the “Termination Date”) but not thereafteraction or decision of any Holder, to subscribe and was done solely for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) of common stock, par value $0.001 per share, convenience of the Company (and its Subsidiaries and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the “Common Stock”). The purchase price of one share of Common Stock under this Warrant is equal to Company, each Subsidiary and a Holder, solely, and not between the Exercise PriceCompany, as defined in Section 2(a)its Subsidiaries and the Holders collectively and not between and among the Holders.

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. ************************* In witness whereof, the parties have executed this Registration Rights Agreement as of the date first written above. BULLION RIVER GOLD CORP. ByBy:/s/ Xxxxx Xxxx Xxxxx Xxxx President [Signature page of holders follow.] [Holders’ signature pages to BLRV Registration Rights Agreement] Name of Holder: Xxxxx Participation Corp Signature of Authorized Signatory of Holder: /s/ Xxxxx X. Xxxxx-Xxxx Xxxxx X. Xxxxxxx Name of Authorized Signatory: Xxxxx-Xxxx Xxxxxxx Title of Authorized Signatory: President EXHIBIT B Neither this security nor the securities into which this security is exercisable have been registered with the Securities Annex A Bullion River Gold Corp. Selling Security-holder Notice and Exchange Commission or the securities commission Questionnaire The undersigned beneficial owner of any state in reliance upon an exemption from registration under the Securities Act of 1933 common stock, par value $0.001 per share (the “Securities ActCommon Stock”), 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant SharesRegisterable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement for the registration and resale under Rule 415 of common stock, par value $0.001 per sharethe Securities Act of 1933 (the “Securities Act”), of the Company Registerable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of March 12, 2007 (the “Common StockRegistration Rights Agreement”), among the Company and the Purchasers. The purchase price 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 one share Registerable Securities are advised to consult their own securities law counsel regarding the consequences of Common Stock under this Warrant is equal to being named or not being named as a selling security-holder in the Exercise Price, as defined in Section 2(a)Registration Statement and the related prospectus.

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other HolderHolder hereunder, and no Holder can shall be responsible in any way for the performance of the obligations of any other HolderHolder hereunder. Nothing contained herein or in the Transaction Documents any other agreement or document delivered at any Closingclosing, and no action taken by any Holder pursuant to themhereto or thereto, can shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by this AgreementAgreement or any other matters and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or transactions. Each Except as expressly provided herein, each Holder is shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it is shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. ************************* In witness whereofThe use of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company, not the parties have executed action or decision of any Holder, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Holder. Except as expressly provided herein, it is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and not between and among Holders. [SIGNATURE PAGES FOLLOW] This Registration Rights Agreement is hereby executed as of the date first above written. The Company: MEDAVAIL HOLDINGS, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Chief Executive Officer This Registration Rights Agreement is hereby executed as of the date first written above. BULLION RIVER GOLD CORP. PURCHASER REDCO II MASTER FUND, L.P. By: RedCo II (GP), LLC, its general partner By: /s/ Xxxxx X. Xxxx Xxxxx X. Xxxx President EXHIBIT B Neither this security nor the securities into which this security Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Exhibit 10.2 This Registration Rights Agreement 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 hereby executed as 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 companydate first written above. 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 50,000 shares of common stock of BULLION RIVER GOLD CORP. Dated: Feb 3, 2006 This common stock purchase warrant (the “Warrant”) certifies that, for value received, 4P Management Partners SA (“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 the date given above (the “Initial Exercise Date”) and by the close of business on the second anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullion River Gold Corp., a Nevada corporation (the “Company”), up to 50,000 shares (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(a).PURCHASER