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Exhibit 10.23

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the
Agreement) is made effective as of January 1, 2011 (the Effective Date)
between BE Resources Inc.,a Colorado corporation (the Company) and
David Q. Tognoni, an individual (Employee).

R E C I T A L S

WHEREAS, the Company and Employee entered into that
certain Employment Agreement dated December 1, 2007 (the Original Employment
Agreement) pursuant to which Employee was employed as the President and Chief
Executive Officer of the Company; and

WHEREAS, the Original Employment Agreement was
subsequently amended by the first amendment dated effective as of September 1,
2009 and the second amendment dated effective as of July 1, 2010; and

WHEREAS, the Original Employment Agreement was extended
to December 31, 2010 effective as of January 1, 2009; and

WHEREAS, the Company and Employee wish to further amend
and restate the Original Employment Agreement as set forth herein.

NOW THEREFORE, in consideration of the mutual covenants
and promises of the parties, the Company and Employee covenant and agree as
follows:

1.       Employment; Duties. During the Term of this
Agreement, as defined in Section 3.1, Employee will be employed by the Company
to serve as the Chief Executive Officer and President of the Company. Employee
shall report to the Board of Directors of the Company (the Board), and have
such general charge and control of the Companys business and affairs and shall
have all powers and duties incident and customary to the offices of Chief
Executive Officer and President and such other responsibilities and authority as
the Board may assign from time to time.

1.1 Policies and Procedures.Employee shall
perform all duties and exercise all authority in accordance with, and otherwise
comply with, all Company policies, procedures, practices and directions.

1.2 Time and Efforts.Employee shall devote
sufficient time and reasonable best efforts to successfully perform his duties
and advance the Companys interests, including but not limited to participating
in local civic engagements. During the Term (as herein defined in Section 3), it
is understood that Employee may render services to third parties which would not
materially conflict with Employees obligations hereunder, and for which
Employee may receive compensation. Should Employee be appointed or elected to
serve as a director, officer or member of any professional, charitable and civic
organizations, Employee agrees to inform the Board upon the Employee being appointed or elected to any such
director, officer, or membership position. Nothing in this Section 1.3 shall
prohibit Employee from personally owning and trading in stocks, bonds,
securities, real estate, commodities or other investment properties for
Employees own benefit, or the benefit of Employees family, which do not create
conflicts of interest with the Company.

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1.3 Location.The parties agree that Employee
shall perform his duties primarily at the Companys principal office located at
107 Hackney Circle, Elephant Butte, New Mexico or at other such location as
approved by the Board. Employee agrees that any relocation approved by the Board
will not be considered a modification of this Agreement and will not be subject
to Section 8.2.

2. Salary, Benefits and Other Compensation.

2.1     Base Salary. As payment for the services to be
rendered by Employee as provided in Section 1 and subject to the terms and
conditions of Section 3, Company agrees to pay to Employee a Base Salary,
payable in equal monthlyinstallments in accordance with the
Companys regular payroll cycle. The Base Salary payable to Employee under this
Section will be $36,000 per annum. Employee will be entitled to periodic
performance reviews by the Board during the Term of this Agreement. The Board
may elect to increase the Base Salary by such amounts as the Board deems
appropriate.

2.2     Bonus. During the Term of this Agreement, Employee
will be eligible to participate in all bonus and incentive plans established by
the Board in accordance with the terms of those plans including, without
limitation, all stock and equity incentive plans.

2.3     Withholding of Taxes. Employee understands that the
services to be rendered by Employee under this Agreement will cause Employee to
recognize taxable income, which is considered under the Internal Revenue Code of
1986, as amended, and applicable regulations thereunder (the Code), as
compensation income subject to the withholding of income tax (and Social
Security or other employment taxes). Employee hereby consents to the withholding
of such taxes as are required by law.

2.4     Vacation. During the Term of this Agreement,
Employee will be entitled to four (4) weeks paid vacation time per year.
Employee agrees to use reasonable efforts in scheduling vacations so as to not
unreasonably interfere with the business of the Company. In the event the
Employee does not take all the vacation time to which he is entitled in any
year, the Employee shall not be entitled to carry over such vacation entitlement
to any subsequent year. In addition, the Employee shall be entitled to paid
holidays for federally-recognized holiday celebrated in the United States.

2.5     Expenses. During the Term of the Agreement, the
Company shall pay Employee a flat fee allowance of $15,000 per month (the
Office Allowance) which is intended to cover the cost of office space used by
the Employee and all overhead costs associated therewith, including telephone,
fax, supplies, equipment rental, secretarial and other support. Employee shall
not be required to provide evidence of expenses concerning the Office Allowance
and the Office Allowance shall be paid by the Company to the Employee
regardless of the actual amount incurred by the Employee. Employee shall be
responsible for all costs of office space and all overhead costs associated
therewith to the extent such expenses exceed $15,000 in any given month.

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In addition to the Office Allowance, the Company will promptly
reimburse Employee for Employees reasonable out-of-pocket expenses incurred in
connection with Company business provided that Employee submits evidence of such
expenses to the Company on a monthly basis in accordance with Company policy.
Such reasonable out-of-pocket expenses shall be exclusive of expenses concerning
the office space used by the Employee and all overhead costs associated
therewith as such expenses are paid by the Company pursuant to the Office
Allowance discussed in this Section 2.5.

3.       Term of Employment.

3.1     Term. The term of employment of
Employee by the Company will commence on the Effective Date and will extend
through the period ending on December 31, 2011, unless earlier terminated
pursuant to this Section 3 (Initial Term). Upon the expiration of the Initial
Term, the Term of Employees employment may be renewed with the consent of both
parties. During any Renewal Term of employment, the terms, conditions and
provisions set forth in this Agreement shall remain in effect unless modified in
accordance with this Agreement.

3.2 Termination Without Cause. The Company may
terminate Employees employment for any reason at any time (Termination without
Cause) upon giving him thirty (30) days notice. The Companys non-renewal of
this Agreement under Section 3.1 shall be considered a Termination Without
Cause.

3.3     Termination With Cause. The Company may terminate
Employees employment immediately without notice at any time (Termination with
Cause) for the reasons set forth below:

| | (i)   | Employees dishonesty that relates to the discharge of
      his duties and responsibilities, fraud, or breach of Employees fiduciary
      duty;                                                                                                                                                                                                            
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                               
| | (ii)  | Employees material breach of this Agreement, including
      without limitation action that constitutes a breach of Section 5 of this
      Agreement, or Employees failure to substantially comply with the
      directions of the Board, which is not cured within thirty (30) days after
      receipt of a written notice thereof given by the Company;
| |       |                                                                                                                                                                                                                                                                                                                                                               
| | (iii) | Employees repeated or gross negligence or intentional
      misconduct with respect to the performance of Employees duties under this
      Agreement; or                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                               
| | (iv)  | Employee being convicted of, or Employees entering of a
      guilty plea or plea of no contest to, a felony or any other crime to which
      imprisonment is a possible punishment.                                                                                                                                                                        

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3.4 Resignation for Good Reason. Employee may
resign his employment (Resignation for Good Reason) for any of the following
reasons by providing thirty (30) days written notice to the Company:

| | (i)   | A material reduction, without the consent of Employee, by
      the Company in Employees Base Salary or overall benefit package then in
      effect;                                                                                         
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                
| | (ii)  | A material breach of the terms of this Agreement by the
      Company;                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                
| | (iii) | A material diminution, without Employees consent, of
      Employees job title, reporting relationship, job duties, responsibilities
      or requirements that are inconsistent with the position or positions
      listed in Section 1; or
| |       |                                                                                                                                                                                                                                                
| | (iv)  | Failure by the Company to obtain a written agreement from
      any successor of the Company to assume and perform this Agreement.                                                                                                             

Paragraph 3.4 shall not apply if the Company remedies the
action within thirty (30) days of receipt of notice thereof given by
Employee.

3.5     Resignation.Employee may resign his employment
under this Agreement for any reason (Resignation) by providing written notice
not less than thirty (30) days in advance of such resignation to the Company.
Employees non-renewal of this Agreement under Section 3.1 shall be considered a
Resignation.

3.6 Survivability.Sections 4 (Compensation and
Benefits Upon Termination), 5 (Confidential Information, Company Property and
Competitive Business Activities), 6 (Intellectual Property Ownership), 7
(Release), and 8 (Miscellaneous) shall survive the termination or resignation of
Employees employment and/or the termination of this Agreement regardless of the
reasons for such termination.

4.       Compensation and Benefits Upon Termination.

4.1 No Termination Benefits.If
Employees employment or this Agreement is terminated for any reason other than
Termination without Cause by the Company pursuant to Section 3.2 or Resignation
with Good Reason by Employee pursuant to Section 3.4, the Companys obligation
to compensate Employee ceases on the effective date of such termination
(Termination Date), except as to amounts due at such time for accrued Base
Salary, earned incentive bonus (if any), or other accrued or vested benefits,
including, without limitation, any accrued but unused vacation time payable
under Company policy. Base Salary and any accrued but unused vacation shall be
paid within thirty (30) days of the Termination Date. All other payments shall
be made as quickly as possible in accordance with the terms of the applicable
plans.

4.2 Post-Termination Payments.If Employees
employment under this Agreement is terminated under Section 3.2 (Termination
without Cause) or Section 3.4 (Resignation for Good Reason), then the Companys
sole obligation shall be to pay Employee: (i) amounts due at the Termination Date for accrued Base Salary, or vested benefits,
including, without limitation, any accrued but unused vacation time payable
under Company policy and (ii) an amount equal to twelve times Employees then
current monthly Base Salary (less applicable withholdings) (Post-Termination
Payments); provided, however, that the Companys obligation to provide the
payments under this Section 4.2 is conditioned upon Employees execution of an
enforceable release of all claims related to his employment (Release) and his
compliance with Sections 5 and 6 of this Agreement. Post-Termination Payments
shall be payable in equal monthly installments, with payment(s) beginning after
the effective date of the Release. If Employee chooses not to execute such a
Release or fails to comply with Sections 5 and 6, then the Companys obligation
to compensate him ceases on the Termination Date except as to amounts due at
that time.

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4.3 Integration With Other Benefits.Employee is
not entitled to receive any compensation or benefits upon his termination except
as: (i) set forth in this Agreement; (ii) otherwise required by law; or (iii)
otherwise required by any employee benefit plan in which Employee participates
with the following exception. The terms and conditions afforded Employee under
this Agreement are in lieu of any severance benefits to which Employee otherwise
might be entitled pursuant to a severance plan, policy or practice. Nothing in
this Agreement, however, is intended to waive or supplant any death, disability,
retirement, 401(k) pension benefits, or group health continuation rights, if
any, to which he may be entitled under employee benefit plans in which Employee
participates.

5. Confidential
Information, Company Property and Noncompetition. Employee acknowledges
that: (i) by virtue of Employees senior management and key leadership position
with the Company, Employee will have access to Trade Secrets and Confidential
Information, as defined below; (ii) the Company is a mineral exploration company
engaged in the exploration and evaluation of beryllium mineral exploration
properties in the State of New Mexico (the Company Business); and (iii) the
provisions set forth in this Confidential Information, Company Property and
Competitive Business Activities Section are reasonably necessary to protect the
Companys legitimate business interests, are reasonable as to time, territory
and scope of activities which are restricted, do not interfere with public
policy or public interest and are described with sufficient accuracy and
definiteness to enable Employee to understand the scope of the restrictions
imposed upon him.

5.1     Trade Secrets and Confidential Information.Employee
acknowledges that: (i) the Company will disclose to Employee certain Trade
Secrets and Confidential Information; (ii) Trade Secrets and Confidential
Information are the sole and exclusive property of the Company (or a third party
providing such information to the Company) and the Company or such third party
owns all worldwide rights therein under patent, copyright, trade secret,
confidential information, or other property right; and (iii) the disclosure of
Trade Secrets and Confidential Information to Employee does not confer upon
Employee any license, interest or rights of any kind in or to the Trade Secrets
or Confidential Information.

5.1.1     Employee may use the Trade Secrets and
Confidential Information only in accordance with applicable Company policies and
procedures and solely for the Companys benefit while Employee is employed or
otherwise retained by the Company. Except as authorized in the performance of
services for the Company, Employee will hold in confidence and not directly or indirectly, in any form, by any means, or for any purpose,
disclose, reproduce, distribute, transmit, reverse engineer, decompile,
disassemble, or transfer Trade Secrets or Confidential Information or any
portion thereof. Upon the Companys request, Employee shall return Trade Secrets
and Confidential Information and all related materials.

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5.1.2     If Employee is required to disclose Trade Secrets
or Confidential Information pursuant to a court order or other government
process or such disclosure is necessary to comply with applicable law or defend
against claims, Employee shall: (i) notify the Company promptly before any such
disclosure is made; (ii) at the Companys request and expense, take all
reasonably necessary steps to defend against such disclosure, including
defending against the enforcement of the court order, other government process
or claims; and (iii) permit the Company to participate with counsel of its
choice in any proceeding relating to any such court order, other government
process or claims.

5.1.3     Employees obligations with regard to Trade
Secrets shall remain in effect for as long as such information shall remain a
trade secret under applicable law.

5.1.4     Employees obligations with regard to Confidential
Information shall remain in effect while he is employed or otherwise retained by
the Company and for five (5) years thereafter.

5.1.5     As used in this Agreement, Trade Secrets means
information of the Company and its licensors, suppliers, customers, or
prospective licensors or customers, including, but not limited to, data,
formulas, patterns, compilations, programs, devices, methods, techniques,
processes, financial data, financial plans, product plans, or lists of actual or
potential customers or suppliers, which: (i) derives independent actual or
potential commercial value, from not being generally known to or readily
ascertainable through independent development or reverse engineering by persons
or entities who can obtain economic value from its disclosure or use; and (ii)
is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy.

5.1.6     As used in this Agreement, Confidential
Information means information other than Trade Secrets, that is of value to its
owner and is treated as confidential, including, but not limited to, future
business plans, licensing strategies, advertising campaigns, information
regarding executives and employees, and the terms and conditions of this
Agreement; provided, however, Confidential Information shall not include
information which is in the public domain or becomes public knowledge through no
fault of Employee.

5.2     Company Property. Upon the termination of his
employment under this Agreement, Employee shall: (i) deliver to the Company all
records, memoranda, data, documents and other property of any description which
refer or relate in any way to Trade Secrets or Confidential Information,
including all copies thereof, which are in Employees possession, custody or
control; (ii) deliver to the Company all Company property (including, but not
limited to, keys, credit cards, client files, contracts, proposals, work in
process, manuals, forms, computer stored work in process and other computer
data, research materials, other items of business information concerning any
Company client, or Company business or business methods, including all copies
thereof) which is in Employees possession, custody or control; (iii) take
reasonable steps to bring all such records, files and other materials up
to date before returning them; and (iv) fully cooperate with the Company in
winding up Employees work and transferring that work to other individuals
designated by the Company; provided, however, that the Company shall provide
Employee with reasonable compensation for Employees time in providing
assistance under Section 5.2 (iii) or (iv) after Employees Termination Date, if
Employee is not otherwise receiving Post-Termination Payments.

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5.3     Competitive Business Activities.

5.3.1 Noncompetition. Employee agrees that for a
period of time (the Noncompetition Period) commencing on the Effective Date of
this Agreement and ending on the date occurring one (1) year after Employees
Termination Date (irrespective of the circumstances of such termination),
Employee will not engage in the following activities within the Protected Area
(as defined in Section 5.3.4):

(a) on Employees own or anothers behalf, whether as an
officer, director, stockholder, member, partner, associate, owner, employee,
agent, consultant, broker, intermediary, or otherwise, directly or indirectly:

(i) compete with the Company in the Companys Business;

(ii) solicit or do business which is the same, substantially
similar to or otherwise in competition with the Companys Business, from or with
persons or entities: (a) who are customers of the Company; (b) who Employee or
someone for whom he was responsible solicited, negotiated, contracted, serviced
or had contact with on the Companys behalf; (c) who were customers of the
Company at any time during the last two (2) years of Employees employment with
the Company; or (d) to whom the Company had made proposals to do business at any
time during the last two (2) years of Employees employment with the Company; or

(b) be employed (or otherwise engaged) in (i) a management
capacity, (ii) other capacity providing the same or substantially similar
services which Employee provided to the Company, or (iii) any capacity connected
with competitive business activities, by any person or entity that engages in
the same, similar or otherwise competitive business as the Companys
Business;

(c) directly or indirectly make any negative or disparaging
oral or written statements about the company or any of its officers, directors
and employees, or otherwise engage in any conduct that could reasonably be
expected to adversely affect the reputation or business of the Company or any of
its officers, directors and employees.

5.3.2 Nonsolicitation. Employee agrees that for a
period of time (the Nonsolicitation Period) commencing on the Effective Date
of this Agreement and ending on the date occurring one (1) year after Employees
Termination Date (irrespective of the circumstances of such termination),
Employee will not, within the Protected Area, offer employment to or otherwise
solicit for employment any employee or other person who had been employed by the
Company during the last year of Employees employment with the Company.

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5.3.3     Notwithstanding the foregoing, Employees
ownership, directly or indirectly, of not more than one percent of the issued
and outstanding stock of a corporation the shares of which are regularly traded
on a national securities exchange or in the over-the-counter market shall not
violate Section 5.3.1.

5.3.4     Protected Area. Employee acknowledges that
the Company is currently performing mineral exploration activities in the state
of New Mexico and that it is reasonable to limit Employees activities during
the Noncompetition Period and the Nonsolicitation Period to the state of New
Mexico. Employee also acknowledges that due to the nature of the Companys
Business, any geographic limitations on the scope of his noncompetition and
nonsolicitation obligations under this Agreement that would be narrower in scope
than the entire state of New Mexico would not adequately protect the
Company.

5.3.5Employee acknowledges that this Section 5.3 is
reasonable in terms of its scope and duration, and necessary for the Company to
protect its investments and legitimate interests.

5.4     Remedies. Employee acknowledges that Employees
failure to abide by the Confidentiality Information, Company Property and
Noncompetition provisions of this Agreement would cause irreparable harm to the
Company for which legal remedies would be inadequate. Therefore, in addition to
any legal or other relief to which the Company may be entitled by virtue of
Employee s failure to abide by this Section 5: (i) the Company will be released
of its obligations under this Agreement to make any Post Termination Payments,
including but not limited to those otherwise available pursuant to Section
4.2(ii); (ii) the Company may seek legal and equitable relief, including but not
limited to preliminary and permanent injunctive relief, for Employees actual or
threatened failure to abide by this Section 5; (iii) Employee will return all
Post-Termination Payments received pursuant to Section 4.2(ii); (iv) Employee
will indemnify the Company for all expenses including reasonable attorneys fees
in seeking to enforce these provisions; and (v) if, as a result of Employees
failure to abide by the this Section 5, any commission or fee becomes payable to
Employee or to any person, corporation or other entity with which Employee has
become employed or otherwise associated, Employee shall pay the Company or cause
the person, corporation or other entity with whom he has become employed or
otherwise associated to pay the Company an amount equal to such commission or
fee. In the event that the Company exercises its right to discontinue
Post-Termination Payments under this provision and/or Employee returns all Post
Termination-Payments received pursuant to this Agreement, Employee shall remain
obligated to abide by Section 5 of this Agreement.

5.5     Tolling.The period during which Employee must
refrain from the activities set forth in Sections 5.2 and 5.3 shall be tolled
during any period in which he fails to abide by these provisions.

5.6     Other Agreements.Nothing in this Agreement shall
terminate, revoke or diminish Employees obligations or the Companys rights and
remedies under law or any agreements relating to trade secrets, confidential
information, non-competition and intellectual property which Employee has executed in the past or may execute in the future
or contemporaneously with this Agreement.

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6.       Intellectual Property Ownership.

6.1     Works of Authorship. Employee agrees that all works
of authorship, including, but not limited to, computer programs, code,
databases, icons, design plans, flow charts, designs, notes, drawings, marketing
plans, product plans, writings and all other works subject to copyright
protection in any jurisdiction, created by Employee (solely or in concert with
others) that:

| | (i)   | relate specifically to his employment with the Company or
      the business activities of the Company;                                                                                                                                                         
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                 
| | (ii)  | result specifically from any work that he may perform for
      the Company; or                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                 
| | (iii) | result from the use of the time, materials, information,
      equipment, or facilities of the Company, even if created during other than
      working hours with the Company (all the foregoing in this Section 6.1,
      collectively, Works of Authorship,

shall, to the extent of Employees interest therein, be
WORKS MADE FOR HIRE, and all of Employees right, title, and interest in
and to all such Works of Authorship, including, but not limited to, all
Intellectual Property Rights, shall vest and reside in, and be the exclusive
property of, the Company, as applicable. Provided, however, that the foregoing
shall not apply to any ideas of Employee having general application outside of
the Companys Business and that do not relate specifically to the Company
Business nor shall it apply to purely personal use of the Companys lap top for
activities wholly unrelated to Company business.

6.1.1To the extent that,
by operation of law or otherwise, any right, title, or interest in or to the
Works of Authorship, including, but not limited to, any Intellectual Property
Rights, does not vest exclusively in the Company, as applicable, Employee hereby
irrevocably and unconditionally assigns to Company, as applicable, and forever
waives, all such right, title and interest. At all times during, and after
termination of, Employees employment with the Company, Employee will assist in
the preparation of and sign all documents that the Company reasonably considers
necessary to vest in the Company all right, title, and interest in and to the
Works of Authorship, including, but not limited to, all Intellectual Property
Rights. Further, at all times during, and after termination of, Employees
employment with the Company, Employee will use reasonable efforts to assist the
Company in obtaining, maintaining and/or enforcing the Companys right, title,
and interest in and to such Works of Authorship, and such assistance shall
include, but is not limited to, activities involving:

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| |  |  | (i)   | preparation and prosecution of copyright registration applications for
      Works of Authorship, both domestic and foreign;                                                                                                                                                                                                                    
| |  |  | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |       |                                                                                                                                                                                                                                                                                                                                                 
| |  |  | (ii)  | enforcement of any copyrights and registrations
      associated therewith arising out of the Works of Authorship (collectively,
      Copyrights), including, but not limited to, assistance as reasonably
      deemed necessary by the Company in any legal actions involving
      infringement or misappropriation of the Copyrights; and
| |  |  |       |                                                                                                                                                                                                                                                                                                                                                 
| |  |  | (iii) | preparation of descriptions, sketches, drawings and other
      documents relating to Works of Authorship.                                                                                                                                                                                                                                      

Any assistance that Employee provides pursuant to this Section
6.1 after termination of his employment with the Company shall be rendered at
the Companys expense, including a reasonable payment for the time involved.

6.2     Prior Works of Authorship.Employee has attached
hereto, as Exhibit A, a list describing with particularity all discoveries,
original works of authorship, and trade secrets, and all developments and
improvements thereof, conceived, reduced to practice, created or otherwise made
or owned by Employee, whether alone or jointly with others, prior to the
commencement of his Employees employment with Company and that relate in any
way to the Companys current or proposed business or products or any research or
development in connection therewith and are not assigned to Company hereunder
(collectively, along with any portion or component thereof, Prior Works of
Authorship). If no such list is attached hereto, Employee hereby represents and
warrants that there are no such Prior Works of Authorship. If, in the course of
Employees employment with Company, he incorporates into a Company publication,
product, process, machine, or service any Prior Works of Authorship owned by
Employee or in which Employee has any right, title, or interest, Employee hereby
grants Company a non-exclusive, royalty-free, fully-paid-up, irrevocable,
perpetual, worldwide license (with the right to sublicense) to make, copy,
modify, prepare derivative works of, use, sell, offer to sell, import, provide,
and distribute, whether by Company or any third party on Companys behalf, such
Prior Work of Authorship or Invention as part of or in connection with such
publication, product, process, machine or service.

7.       Release. Employee acknowledges that: (i) as a part of
Employees services, Employee may provide his image, likeness, voice, or other
characteristics; and (ii) the Company may use Employees image, likeness, voice,
or other characteristics in its products and services. Employee consents to the
use of such characteristics and expressly releases the Company and its agents,
executives, licensees and assigns from and against any and all claims which
Employee has or may have for invasion of privacy, right of privacy, defamation,
copyright infringement, or any other causes of action arising out of the use,
adaptation, reproduction, distribution, broadcast, or exhibition of such
characteristics.

8. Miscellaneous.

8.1 Waiver; Assignment. The waiver of any breach
of any provision of this Agreement will not operate or be construed as a waiver
of any subsequent breach of the same or other provision of this Agreement.
Employee may not assign Employees rights and obligations under this Agreement
without the prior written consent of the Company, which consent may be withheld for any reason or for no reason. The Company may not
assign its rights and obligations under this Agreement without the prior written
consent of Employee, which consent may not be unreasonably withheld, except that
the Company may assign this Agreement, without Employees consent, to a
successor in interest upon a transaction of sale of all, or substantially all,
of the assets or of the stock of the Company.

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8.2     Entire Agreement; Modification. This Agreement
represents the entire understanding among the parties with respect to the
subject matter of this Agreement, and this Agreement supersedes any and all
prior understandings, agreements, plans, and negotiations, whether written or
oral, with respect to the subject matter hereof, including without limitation,
any understandings, agreements, or obligations respecting any past or future
compensation, bonuses, reimbursements, or other payments to Employee from the
Company. All modifications to the Agreement must be in writing and signed by the
party against whom enforcement of such modification is sought.

8.3     Notice. All notices and other communications under
this Agreement must be in writing and must be given by personal delivery,
telecopier or telegram, or first class mail, certified or registered with return
receipt requested, and will be deemed to have been duly given upon receipt if
personally delivered, three (3) days after mailing, if mailed, or 24 hours after
transmission, if delivered by telecopier or telegram, to the Company at the
Companys principal office address as registered with the Colorado Secretary of
State with a copy to the registered agent as registered with the Colorado
Secretary of State and a copy to a director other than David Tognoni at the
address for such director as maintained in the corporate records and if to the
Employee as follows:

David Q. Tognoni 
107 Hackney Circle 
Elephant Butte, NM 87935

Any party may change such partys address for notices by notice
duly given pursuant to this Section.

8.4     No Conflict. Employee represents and warrants that
Employee is not subject to any agreement, order, judgment or decree of any kind
that would prevent Employee from entering into this Agreement or performing
fully Employees obligations hereunder.

8.5     Headings. The Section headings of this Agreement are
intended for convenience only and may not by themselves determine the
construction or interpretation of this Agreement.

8.6     Governing Law and Forum. This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
Colorado. Except for actions seeking equitable relief in the form of an
injunction, any disputes arising from the interpretation or enforcement of this
Agreement shall be submitted to binding arbitration in the City and County of
Denver, State of Colorado pursuant to the rules of the Colorado Uniform
Arbitration Act. Not less than 30 days before any such arbitration may be
commenced, the party desiring arbitration shall give notice to the other party
and the parties shall endeavor to mediate the dispute with an impartial
mediator. If the mediation is not successful within that 30 day period, a single
arbitrator shall be mutually selected by the Company and Employee, provided that
the arbitrator shall be an attorney licensed to practice law in the State of
Colorado for a period not less than 15 years. In the event that the Company and
Employee cannot agree on the choice of an arbitrator, one shall be appointed by
the District Court in the City and County of Denver. The arbitrator shall base
his or her decision on applicable law and judicial precedent and judgment on the
award may be entered in a court of competent jurisdiction for enforcement.

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Any suits of an equitable nature relating to, arising out of or
in connection with this Agreement shall be submitted to the in personam
jurisdiction of the courts of the State of Colorado and venue for all such
suits, proceedings and other actions shall be in the City and County of Denver,
Colorado. The Employee hereby waives any claim against or objection to in
personam jurisdiction and venue in the courts of the City and County of
Denver, Colorado.

8.7     Successors and Assigns. This Agreement will be
binding on, and inure to the benefit of, the executors, administrators, heirs,
successors, and assigns of the parties; provided, however, that except as
expressly provided in this Agreement, this Agreement may not be assigned either
by the Company or by Employee.

8.8      Counterparts. This Agreement may be executed in one
or more counterparts, all of which taken together will constitute one and the
same Agreement.

8.9       Withholdings. All sums payable to Employee under
this Agreement will be reduced by all federal, state, local and other
withholdings and similar taxes and payments required by applicable law.

8.10     Severability. In the event that any of the
provisions of this Agreement shall be held to be invalid or unenforceable, the
remaining provisions shall nevertheless continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included therein. Without
limiting the generality of the foregoing, in the event that any provision of
Section 5 relating to time period, scope of activities restricted and/or
geographic areas of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period, scope or areas(s) such court
deems enforceable, said time period, scope and/or area(s) of restriction shall
be deemed to become, and thereafter be, the maximum time period and/or area for
which such are enforceable.

8.11     Opportunity to Consult Counsel. The parties hereto
represent and agree that prior to executing this Agreement, each has had the
opportunity to review this Agreement to consider its terms and consult with
independent counsel.

8.12     Section 409A Savings Clause. To the extent any of
the payments or benefits required under this Agreement are, or in the opinion of
counsel to the Company or Employee, could be interpreted in the future to
create, a nonqualified deferred compensation plan that does not meet the
requirements of Section 409A(a)(2), (3) and (4) of the Internal Revenue Code
(Code) of 1986, as amended, and all regulations, guidance, or other
interpretative authority thereunder (the Section 409A Requirements), the
Company and Employee hereby agree to execute any and all amendments to this Agreement or otherwise
reform this Agreement as deemed necessary by either of such counsel, and
prepared by counsel to the Company, to either cause such payments or benefits
not to be a nonqualified deferred compensation plan or to meet the Section 409A
Requirements. In amending or reforming this Agreement for Code Section 409A
purposes, the Company shall maintain, to the maximum extent practicable, the
original intent and economic benefit of this Agreement without subjecting the
Employee to additional tax or interest; provided further, however, the Company
shall not be obligated to pay any additional material amount to Employee as a
result of such amendment.

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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

BE RESOURCES INC., a Colorado corporation

By: /s/ Ed GodinName: Ed Godin Title: Director Date: February 25, 2011

EMPLOYEE

By: /s/David Q. Tognoni       David Q. Tognoni Date: February 25,
2011

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