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    EXHIBIT 10.20


     

    ADDENDUM - MASTER OPTION
AGREEMENT

     

    THIS ADDENDUM is made as of the
30th
day of July, 2010 (the “Addendum”)

     

    Between:

     

    LACUS MINERALS
S.A.,

    a
corporation formed under the laws of Argentina

     

    (hereinafter
called "Lacus")

     

    - and
-

     

    LI3
ENERGY, INC.,

    a
corporation formed under the laws of Nevada

     

    (hereinafter
called "LI3")

     

    RECITALS

     

    
      	
               
      

            	
              (a)

            	
              Lacus
      and LI3 have entered into a certain Master Option Agreement dated as of
      Mach 12th,
      2010 (the “Master
      Option Agreement”), pursuant to which Lacus granted to LI3 three
      options to acquire up to an aggregate of eighty five per cent (85%)
      interest in certain mining Properties (as defined under the Master Option
      Agreement).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Section
      12 of the Master Option Agreement sets forth that closing
      thereunder shall take place, upon completion of the closing conditions
      foreseen thereto, no later than 90 calendar days following the Effective
      Date (as defined under the Master Option Agreement), subject to any
      extensions that may be granted in by LI3 or as the Parties may otherwise
      agree in writing.

            


    

     

    
      	
               
      

            	
              (c)

            	
              LI3 and the shareholders of Lacus (“Lacus
      Shareholders”) have entered as of July 29th, 2010 into a certain Letter of Intent
      (the “LOI”), whereby LI3 and Lacus
      Shareholders have set forth their preliminary and non-binding
      understanding of certain commercial terms and conditions of a proposed
      transaction that includes the acquisition by Li3 of one hundred
      percent (100%) of the issued and outstanding shares of Lacus (collectively, the "New
      Transaction") that
      they intend to address in final definitive agreements (collectively the
      "Definitive
      Agreements") to be
      agreed by LI3 and Lacus Shareholders, subject to legal, technical and
      financial due diligence.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In the light of the foregoing,
      Lacus Shareholders have agreed under the LOI, to cause Lacus to
      execute this Addendum, in order to postpone Closing Date of the Master
      Option Agreement, until there is a definition in regards with the New
      Transaction.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      addition to the amendment referred to in Recital
      (d), Lacus Shareholders have agreed under the LOI to cause Lacus to
      execute this Addendum, in order to foresee: (i) the disclosure by Lacus to LI3 of the available results on new samples taken; and
      (ii) a split of the current “Services Agreement II” into two
      services agreements.

            


    

     

    NOW THEREFORE THIS ADDENDUM WITNESSES THAT, in
consideration of foregoing, and intending to be legally bound by the terms set
forth hereof, the Parties agree as follows.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Capitalized terms used in this Addendum but not defined herein, have the meanings given to such
terms in the Master Option Agreement.

     

    SECTION 1 -
POSTPONEMENT OF
CLOSING

     

    
      	
              1.1

            	
              Postponement
      and Suspension of Closing. The Parties hereto agree to postpone and
      suspend the closing under the Master Option Agreement, and thus Closing
      Date thereof, until the earlier of:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Delivery
      of written notice to the Parties hereto by any of the parties to the New
      Transaction, notifying that the term of the LOI has expired; with the
      parties thereto failing to reach an agreement
  thereunder.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Delivery
      of written notice to the Parties hereto by any of the parties to the New
      Transaction, notifying that the LOI has been terminated; with the parties
      thereto failing to reach an agreement
  thereunder.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Delivery
      of written notice to the Parties hereto by any of the parties to the New
      Transaction, notifying that the parties thereto have entered into
      Definitive Agreements.

            


    

     

    
      	
              1.2

            	
              Term
      to Close. Upon receipt by the Parties hereto of written notice in
      the terms and conditions established in Section
      1.1 hereof, the commercial relationship between the Parties under
      the Master Option Agreement will be reassumed, and closing thereunder
      shall be completed on the terms and conditions set forth thereto, no later
      than fifteen (15) calendar days following the day of receipt of such
      written notice, subject to any extensions that the Parties may otherwise
      agree in writing.

            


    

     

    SECTION 2 –
RELEASE OF THECNICAL
DATA

     

    It is the intention of the Parties that,
as of the date hereof, Lacus disclose and provide to LI3 the available results on new
samples taken on the period comprised between the Effective Date and the date
hereof, in line with the terms and conditions set forth in the Services
Agreement I. Therefore,
Section
14 of the Master Option
Agreement is deleted in its entirety and replaced with the
following:

     

    As of Effective Date Lacus will provide
to LI3 access to, or copies of, all existing data of the Properties, which will
(subject to the provisions of this paragraph) be held in confidence by the
LI3.

     

    As of July 30th, 2010, or as soon as available if such
are obtained thereafter, Lacus will disclose and provide to LI3
the available results on new samples taken on the period comprised
between

     the Effective Date and Closing
Date, in line with the terms and conditions set forth in the Services Agreement
I and Services Agreement II.

     

    As of Closing Date Lacus will provide to
LI3, upon request, access to all reports, maps, sections, drill logs, essay
results, core, sample pulps, studies and all other records or data
(paper or electronic) and
physical samples or material with respect to all work performed on or
concerning, or extracted from, the Properties, to the extent the same are in the
Lacus’ possession or control (collectively, the “Properties
Data”). Each Party will be
entitled to take copies of all Properties Data from time to time. All existing
data, Properties Data and any other non-public information with respect to the
Properties and the activities of the Parties thereon generated pursuant to this
Agreement will be held in confidence, subject to the right of any party to
release any such information as required by applicable law or the rules,
regulations, bylaws, policies and listing agreements of any stock exchange upon
which the shares of a party (or any of its affiliates) are listed, including
laws, rules, regulations, bylaws, policies or instruments which require the
disclosure of such information in connection with completing a financing of a
Party or the filing of an annual information form of a Party. If a party (or any
of its affiliates) proposes to issue a press release or other public disclosure,
it will provide a copy of such disclosure to the other parties not less than two
(2) business days prior to the proposed release, filing or dissemination
thereof, and such parties will have the right to review and provide comments on
any such disclosure to the disclosing party. The disclosing party is obligated
to consider all such comments in good faith.

     

    For purposes of this Section
14 and Section
18.3, all obligations
assumed by Lacus will be extended to Lacus’ personnel including though not
limited to directors, officers, employees, interns, agents, contractors,
subcontractors, advisors, consultants or representatives or its contractors,
subcontractors, advisors or consultants involved either directly or indirectly
in conducting or performing any exploration works in accordance with the terms
of Section
10 hereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    SECTION 3 - SPLIT OF SERVICES
AGREEMENTS

     

    It is the intention of the Parties
that the Services
Agreements II (as currently defined under the Master Option Agreement) is split
into two different Services Agreements, for US$1,688,000 and US$1,312,000, as
applicable. Therefore:

     

    
      	
              3.1

            	
              Section
      4(c) of the Master
      Option Agreement is deleted in its entirety and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              (c)

            	
              Complete
      a minimum of US$3,700,000.00, VAT
      included, in Work Commitments in respect to the Properties through duly
      incurring Expenditures in accordance with the Services Agreement I, II and
      III (the "Work
      Commitments"), to be incurred as
follows:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              US$388,000.00, VAT
      included, as of Effective Date, in line with the terms and conditions set
      forth in the Services Agreement I;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              US$312,000.00, VAT
      included, on
      or before one month from Effective Date, in line with the terms and
      conditions set forth in the Services Agreement I;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              US$237,000.00, VAT
      included, on or before July 30th,
      2010, in line with the terms and conditions set forth in the Services
      Agreement II; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              US$1,079,000.00, VAT
      included, on or before August 15th,
      2010, in line with the terms and conditions set forth in the Services
      Agreement II; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              US$372,000.00, VAT
      included, on or before August 31st,
      2010, in line with the terms and conditions set forth in the Services
      Agreement II, and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              US$1,312,000.00, VAT included, as
      from the Closing Date until the anniversary of the Closing Date, as
      requested by the Executive Committee, in line with the terms and
      conditions set forth in the Services Agreement
  III.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.2

            	
              Section
      10.1(c) of the Master Option Agreement is
      deleted in its entirety and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              (c)

            	
              Services
      Agreements. For purpose of performing the exploration, the Parties
      herby agree to enter into the Services Agreements detailed hereinbelow,
      pursuant to which Lacus will perform certain exploration works in the
      Properties during the First Exploration Phase, provided that no products
      will be taken from the Properties during the First Exploration Phase
      without LI3 consent, which consent is at the sole discretion of
      LI3:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Service Agreement
      I: (1) Term: to be
      entered as of Effective Date, and for a period of 6 months thereon; (2)
      Price:
      payment of the amounts set forth in Section
      4(c)(i) and 4(c)(ii)
      (or any other amount that LI3 may fund at LI3’s sole option, within such
      time-frame) will be made under the Service Agreement
  I.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Service Agreement
      II: (1) Term: to be
      entered as of July 30th,
      2010, and for a period of six (6) months thereon; (2) Price: payment
      of the amounts set forth in Section
      4(c)(iii), 4(c)(iv)
      and 4(c)(v)
      (or any other amount that LI3 may fund at LI3’s sole option, within such
      time-frame) will be made under the Service Agreement
  II.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Service Agreement
      III: (1) Term: to be
      entered as of Closing Date, and to terminate on the earlier of the: (A)
      the expiry of the First Option Period, with the First Option not having
      been duly exercised, (B) the other termination of this Agreement with the
      First Option not having been duly exercised, and (C) in the event the
      First Option is exercised by LI3; (2) Price: payment
      of the amount set forth in Section
      4(c)(vi) (or any other amount that LI3 may fund at LI3’s sole
      option, within such time-frame) will be made under the Service Agreement
      III.

            


    

     

    
      	
              3.3

            	
              General
      Amendment. As a result of the amendment to the Master Option
      Agreement pursuant to Section
      3 hereof:

            


    

     

    
      	
               
      

            	
              (a)

            	
              References
      made in Section
      1.1; 1.8(i);
      and 12.4(a)
      of the Master Option Agreement and Schedule
      IX thereto, to “Services Agreement II” shall be deemed made to
      “Services Agreement III”; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Cross-reference
      made in Section
      1.1 – “Services Agreement II” to Section
      10.1(c)(ii) shall be deemed made to Section
      10.1(c)(iii).

            


    

     

    
      	
              3.4

            	
              Section
      1.1 of the Master Option Agreement is amended by adding the
      following new paragraph between the definitions of “Services Agreement I”
      and “Services Agreement III” of the Master Option
    Agreement:

            


    

     

    "Services
Agreement II"
means the services agreement to be entered into by and between Lacus and
LI3 as of July 30th, 2010,
pursuant to which Lacus will perform certain exploration works in the Properties
as detailed in Section
10.1(c)(ii) herein, in substantially the same form as the Services
Agreement I, including every schedule or appendix thereto, as amended in writing
from time to time in accordance with the provisions hereof and
thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 4 - ESCROW AGREEMENT

     

    As a
result of the amendment to the Master Option Agreement pursuant to Section
3 hereof the Parties hereto agree as follows:

     

    
      	
              4.1

            	
              Section
      8 of the Master Option Agreement is deleted in its entirety and
      replaced with the following:

            


    

     

    As of the Closing Date, the Parties
will enter into two escrow agreements in substantially the form attached hereto
as Schedule
"XII" (the "Lacus
Escrow Agreements") whereby LI3 shall place on such
date into escrow the aggregate sum of US$ 1,812,000.00, such aggregate sum to secure the
following payments:

     

    
      	
               
      

            	
              (a)

            	
              US$1,312,000.00 to secure payments
      set forth in Section
      4(c)(vi) of this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              US$500,000.00 to secure
      payments set forth in Section
      4(b) of this Agreement.

            


    

     

    
      	
              4.2

            	
              Sample
      of Escrow Agreement II

            


    

     

    
      	
               
      

            	
              (a)

            	
              Section
      1.1 of the sample of Escrow Agreement II attached as Schedule XII
      to the Master Option Agreement is deleted in its entirety and replaced
      with the following:

            


    

     

    1.1 Escrow
of Monies.
Simultaneously with the execution of this Escrow Agreement, LI3 shall deposit
with the Escrow Agent the amount of US$1,312,000.00, as determined pursuant to
Section
8(a) of the Master
Option Agreement.

     

    
      	
               
      

            	
              (b)

            	
              General
      Amendment:

            


    

     

    
      	
               
      

            	
              (i)

            	
              References
      made in Recital
      (b) and (c)
      and Section
      9.7 of
      the sample of Escrow Agreement II attached as Schedule XII to the Master
      Option Agreement, to “Services Agreement II” shall be deemed made to
      “Services Agreement III”; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Cross-reference
      made in Recital
      (c) of
      the sample of Escrow Agreement II attached as Schedule XII to the Master
      Option Agreement, shall be deemed made to Section
      4(c)(vi).

            


    

     

    SECTION 5 – OTHER CLAUSES

     

    The
Parties confirm that in all other respects, the terms, covenants and conditions
contained in the Master Option Agreement remain unchanged, and in full force and
effects, except as modified by this Addendum.

     

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    IN WITNESS WHEREOF, the
Parties have duly executed this Addendum to the Master Option Agreement as of
the day and year first above written.

     

    
      
        	 	

                LI3
      ENERGY, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Luis
      Saenz	 
	 	 	

                Luis Saenz Chief Executive Officer
      (Legal Representative)

              	 
	 	 	 	 
	 	 	 	 
	 	

                LACUS
      MINERALS S.A..

              	 
	 	 	 	 
	 	By:	/s/
      Beatriz S. Vazquez Nistico	 
	 	Name: 	Beatriz
      S. Vazquez Nistico	 
	 	Title:	President