BE RESOURCES INC. STOCK OPTION AGREEMENT

Exhibit 10.20

BE RESOURCES INC.

STOCK OPTION AGREEMENT

        THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of December 7, 2007 (the "Date of Grant"), by and between BE Resources Inc., a Colorado corporation (the "Corporation"), and                                    (the "Optionee").

WITNESSETH:

        WHEREAS, on December 7, 2007, the Board of Directors determined that the Optionee should receive an option to purchase shares of the Corporation's Common Stock pursuant to the Corporation's Stock Option Plan (the "Plan") in order to provide the Optionee with an opportunity for investment in the Corporation and additional incentive to pursue the success of the Corporation, said option to be for the number of shares, at the price per share and on the terms set forth in this Agreement; and

        WHEREAS, the Optionee desires to receive an option on the terms and conditions set forth in this Agreement; and

        WHEREAS, the Optionee understands that any option granted pursuant to this Agreement is subject to the terms of the Plan and Optionee acknowledges receipt of a copy of the Plan, which is attached hereto and incorporated herein by reference as Exhibit A .

        NOW, THEREFORE, the parties agree as follows:

1.     Grant of Option .    The Corporation hereby grants to Optionee, as a matter of separate agreement and not in lieu of cash payment for service, the right and option (the "Option") to purchase all or any part of an aggregate of 800,000 shares (the "Options"), if and when vested as described below, of reserved authorized and unissued no par value Common Stock of the Corporation (the "Option Shares") pursuant to the terms and conditions set forth in this Agreement.

2.     Option Price .    At any time when shares are to be purchased pursuant to the Option, the purchase price for each Option Share shall be CAD $0.25 (the "Option Price").

3.     Option Vesting .    The first 25% of the Options shall be immediately vested; an additional 25% of the Options shall vest on that date which is six months after the Date of Grant, a further additional 25% of the Options shall vest on that date which is twelve months after the Date of Grant, and the final 25% of the Options shall vest on that date which is eighteen months after the Date of Grant (each date a "Vesting Date"), in each case provided that the Optionee is still employed by, a director of, or providing services to, the Corporation as a consultant on the Vesting Date.

4.     Option Period.     

• (a)

  The Option period shall commence as of the Date of Grant and shall terminate five years from the Date of Grant, unless terminated earlier as provided in this Agreement.
  
  

  (b)

  Any Option held by an Optionee at the time of his death, to the extent it is otherwise exercisable, may be exercised by his estate, subject to any limitation otherwise applicable to such Option, only within one year of his death.
  
  

  (c)

  Except as otherwise set forth in the Plan, if an Optionee, for any reason other than the Optionee's death, ceases to be employed by, a consultant for, or a director of, either the Corporation or a subsidiary of the Corporation, any Option held by the Optionee at the time Optionee ceases to be an employee, consultant or director may be exercised within 90-days after the date of such cessation, but only to the extent that the Option was exercisable according to its terms on the date of such cessation. After such 90-day period, any unexercised portion of an Option shall expire.

5.     Exercise of Option.     

• (a)

  The Option may be exercised, in whole or in part, by delivering to the Corporation:
  
  

  (i)

  a Notice and Agreement of Exercise of Option, substantially in the form attached hereto as Exhibit B , specifying the number of Option Shares with respect to which the Option is exercised; and
  
  

  (ii)

  full payment of the Option Price for such shares, in cash.
  
  

  (b)

  Notwithstanding the foregoing, an Option may not be exercised in part unless the purchase price of the Option Shares purchased is at least CAD $1,000.00.
  
  

  (c)

  Promptly upon receipt of the Notice and Agreement of Exercise of Option and full payment of the Option Price by the Optionee (including payment or provision for payment of any applicable withholding or other tax), the Corporation shall deliver to the Optionee a properly executed certificate or certificates representing the Option Shares being purchased.
  
  

  (d)

  As a condition to delivery of a certificate representing the Option Shares, Optionee may be required to: (i) execute and deliver to the Corporation a Form W-9 (United States Department of Treasury, Internal Revenue Service) providing a taxpayer identification number and stating whether Optionee is subject to back-up withholding; and/or (ii) execute any and all documents that may be required under the laws of Canada, the United States, state blue sky laws, or by other securities laws, regulations, or appropriate regulatory agencies. The Corporation shall be entitled to require advance payment of any withholding taxes by Optionee or shall withhold a number of shares equal to any required withholding, at its sole option.

6.     Securities Laws Requirements.     

• (a)

  No Option Shares shall be issued unless and until, in the opinion of the Corporation, any applicable registration requirements of the United States Securities Act of 1933, any applicable listing requirements of any securities exchange on which stock of the same class is listed, and any other requirements of law or any regulatory bodies having jurisdiction over such issuance and delivery have been fully complied with.
  
  

  (b)

  Pursuant to the terms of the Notice and Agreement of Exercise of Option that shall be delivered to the Corporation upon each exercise of the Option, the Optionee shall acknowledge, represent, warrant and agree as follows:
  
  

  (i)

  All Option Shares shall be acquired solely for the account of the Optionee for investment purposes only and with no view to their resale or other distribution of any kind; and
  
  

  (ii)

  No Option Share shall be sold or otherwise distributed in violation of the Securities Act of 1933 or any other applicable securities laws.
  
  

  (c)

  Optionee understands that the Corporation is under no obligation to register the Option Shares under the Securities Act of 1933, as amended (the "Act") and that in the absence of any such registration, the Option Shares cannot be sold unless they are sold pursuant to an exemption from registration under the Act. The Optionee understands that in the absence of registration, the certificate representing the Option Shares shall bear a legend restricting the underlying shares from transfer in accordance with the Act. The Corporation is under no obligation to comply, or to assist the Optionee in complying with any exemption from such registration requirements, including supplying the Optionee with any information necessary to permit routine sales of the Stock under Rule 144 of the Securities and Exchange Commission. Optionee also understands that with respect to Rule 144, routine sales of securities made in reliance upon such Rule can only be made in limited amounts in accordance with the terms

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• • and conditions of the Rule, and that in cases in which the Rule is inapplicable, compliance with either Regulation A or another disclosure exemption under the Act will be required. Thus, the Option Shares will have to be held indefinitely in the absence of registration under the Act or an exemption from registration.

  (d)

  The Optionee fully understands that the Option Shares have not been registered under the Act and that they will be issued in reliance upon an exemption, which is available only if Optionee acquires such shares for investment and not with a view to distribution. Optionee is familiar with the phrase "acquired for investment and not with a view to distribution" as it relates to the Act and the special meaning given to such term in various releases of the Securities and Exchange Commission.

7.     Transferability of Option .    The Option shall not be transferable except by will or the laws of descent and distribution, and any attempt to do so shall void the Option.

8.     Adjustment .    As set forth in the Plan, the aggregate number and kind of shares available under the Plan and the exercise price therefor shall be subject to adjustment by the Board in the event of a reclassification, recapitalization, stock split, stock dividend, merger, consolidation, combination or other change in the corporate structure of the Corporation occurring after the date of grant of any Options.

9.     Privilege of Ownership.     Optionee shall not have any of the rights of a shareholder with respect to the shares covered by the Option except to the extent that one or more certificates for such shares shall be delivered to him upon exercise of the Option.

10.     Notices.     Any notices required or permitted to be given under this Agreement shall be in writing and shall be addressed to the party to be notified as shown below:

Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above.

11.     General Provisions .    This instrument: (a) contains, along with the Plan, the entire agreement among the parties, (b) may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the parties sought to be charged with such amendment or waiver, (c) shall be constructed in accordance with, and governed by, the laws of the State of Colorado, (d) shall be binding upon and shall inure to the benefit of the parties and their respective personal representatives and assigns, except as above set forth, (e) may be executed in several counterparts and by facsimile each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument, and (f) shall be subject to the provisions of the Plan, which Plan provisions shall govern if they conflict with any terms herein and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural as the identity of the parties hereto may require. Capitalized terms in this Agreement that are not defined shall have the meaning set forth in the Plan.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below, to be effective as of the date and year first above written.

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EXHIBIT A

BE Resources Inc. Stock Option Plan

BE RESOURCES INC.

STOCK OPTION PLAN

SECTION 1
PURPOSE AND SCOPE

1.1

The purpose of this Stock Option Plan is to provide a means whereby BE Resources Inc., a Colorado corporation (the " Corporation "), may attract able persons to remain in or to enter the employ of the Corporation or a Subsidiary of the Corporation and to provide a means whereby those employees, officers, directors and other individuals or entities upon whom the responsibilities of the successful administration, management, planning, and/or organization of the Corporation may rest, and whose present and potential contributions to the welfare of the Corporation or a Subsidiary of the Corporation are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the long-term welfare of the Corporation. A further purpose of the Plan is to provide such employees and individuals or entities with additional incentive and reward opportunities designed to enhance the profitable growth of the Corporation over the long term. Accordingly, the Plan provides for the grant of Incentive Stock Options and Options which do not constitute Incentive Stock Options or any combination of the foregoing.

1.2

The terms and conditions set forth in this Plan are subject to the rules, regulations and policies of the stock exchange on which the Common Shares may be listed or quoted including, if listed on the TSX-V, the provisions of Policy 4.4 of the TSX-V.

SECTION 2
DEFINITIONS

2.1

The following definitions shall be applicable during the term of the Plan unless specifically modified by any paragraph:

(a)

" Board " means the board of directors of the Corporation.

(b)

" CBCA " means the Colorado Business Corporations Act .

(c)

" Code " means the United States Internal Revenue Code of 1986, as amended. Reference in the Plan to any Section of the Code shall be deemed to include any amendments or successor provisions to such Section and any regulations under such Section.

(d)

" Common Shares " means the shares of common stock of the Corporation.

(e)

" Corporate Change " means one of the following events:

(i)

the merger, arrangement, amalgamation, share exchange or other business combination involving the Corporation in which the outstanding Common Shares are converted into or exchanged for a different class of securities of the Corporation, a class of securities of any other issuer (except a Subsidiary of the Corporation), cash or other property other than a merger, arrangement, amalgamation, share exchange or other business combination involving the Corporation which would result in the voting shares of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least sixty percent (60%) of the combined voting power of the voting shares of the Corporation or such surviving entity outstanding immediately after such merger, arrangement, amalgamation, share exchange or other business combination involving the Corporation;

(ii)

the sale, lease or exchange of all or substantially all of the assets of the Corporation to any other corporation or entity (except a Subsidiary of the Corporation);

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• • (iii)

    the adoption by the shareholders of the Corporation of a resolution to liquidate or dissolve the Corporation;
    
    

    (iv)

    the acquisition (other than acquisition pursuant to any other clause of this definition) by any person or group of persons, of beneficial ownership of more than fifty percent (50%) (based on voting power) of the Corporation's outstanding Common Shares; or
    
    

    (v)

    as a result of or in connection with a contested election of directors, the persons who were directors of the Corporation before such election shall cease to constitute a majority of the Board.
    
    

  (f)

  " Eligible Recipient " means any Employees, Directors and Consultants (as defined in Policy 4.4 of the TSX-V, as the same may be amended from time to time) of the Corporation or its Subsidiaries.
  
  

  (g)

  " Exchange Act " means the Securities Exchange Act of 1934, as amended.
  
  

  (h)

  " Fair Market Value " means, as of any specified date, the closing price of the Common Shares on the TSX-V (or, if the Common Shares are not listed on such exchange, such other stock exchange on which the Common Shares are then listed or quoted) on the trading day immediately preceding that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Common Shares are so reported. If the Common Shares are not then listed on any stock exchange but is traded over the counter at the time determination of Fair Market Value is required to be made hereunder, the Fair Market Value shall be deemed to be equal to the average between the reported high and low sales prices of Common Shares on the last preceding date on which Common Shares were publicly traded. If the Common Shares are not publicly traded at the time a determination of its value is required to be made hereunder, the determination of Fair Market Value shall be made by the Board in such manner as it deems appropriate (in the case of Incentive Stock Options, such determination will be made in good-faith as required by Section 422(c)(1) of the Code and may be based on the advice of an independent investment banker or appraiser recognized to be expert in making such valuations).
  
  

  (i)

  " Incentive Stock Option " means an Option within the meaning of Section 422 of the Code.
  
  

  (j)

  " Option " means an option gra