AMENDMENT TO MINING LEASE

Exhibit 10.12

AMENDMENT TO MINING LEASE

        This AMENDMENT TO MINING LEASE (this "Amendment") is entered into as of the 9 ^th  day of April, 2008, by and between Kenneth Alan Sullivan and Cherrill L. Sullivan whose address is Box 90, Winston, New Mexico, 87943 (collectively the "Lessor") and BE Resources Inc., a Colorado corporation (the "Lessee").

RECITALS

        A.    Lessor and David Q. Tognoni ("Tognoni") entered into a mining lease on January 2, 2004 (the "Lease") with respect to the certain real property described in said Lease located in Socorro County, New Mexico, which is more fully described as: All of Special Section 2, and access through the East 1/2 of Special Section 4, Township 8 South, Range 7 West, save and except that portion of the Real Estate conveyed previously Quitclaimed to Commissioners of the Acequia de Canada Alamosa of Sierra County, New Mexico (the "Property"). On February 3, 2004, Tognoni assigned all of his right, title, and interest in and to the Lease to Great Western Exploration, LLC. On October 1, 2007, Great Western Exploration, LLC assigned all of its right, title, and interest in and to the Lease to the Lessee.

        B.    Lessor and Lessee desire to execute this Amendment to clarify the term of the Lease to accurately reflect the intent of the parties in the manner and form hereinafter set forth.

        NOW, THEREFORE, in consideration of the Property and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, as of the date first written above, Lessor and Lessee hereby agree as follows:

1.

Paragraph 1 of the Lease is hereby rep