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Exhibit 10.3    
    


 
  NPR ROYALTY AGREEMENT    
    


        THIS AGREEMENT made as of the 1st day of October, 2007. 


BETWEEN:





SOUTH WEST EXPLORATION, LLC, a limited liability company under the laws of Colorado (hereinafter referred to as the
"Royaltyholder") 


-and
- 


BE RESOURCES INC., a company incorporated under the laws of Colorado (hereinafter referred to as the
"Royaltypayor") 





WHEREAS
the Royaltypayor has on this day acquired a 100% interest in the Property (hereinafter defined); 


AND
WHEREAS part of the consideration for the Property is the royalty provided for in this agreement (the "Royalty"); 


AND
WHEREAS capitalized words and expressions shall have the meanings set forth in Article 3 of this agreement; 



THIS
AGREEMENT WITNESSES THAT, in consideration of the premises and the respective covenants and agreements hereinafter set forth in this agreement and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties do covenant and agree with one another as follows: 


ARTICLE 1 OBLIGATION  


1.1    If
the Royaltyholder becomes entitled to any payments under this agreement, the Royaltypayor shall calculate, as at the end of each calendar quarter subsequent to the Completion Date,
the Net Profits in accordance with generally accepted accounting principles consistently applied in the United States ("GAAP"). 



1.2    Subsequent
to the Completion Date, the Royaltypayor shall within 60 days of the end of each calendar quarter in which the Royaltypayor is in receipt of any Gross Receipts: 


        (a)   deliver
to the Royaltyholder a statement indicating: 



        (i)    the
Gross Receipts during the calendar quarter; 


        (ii)   the
deductions therefrom made in the order itemized in §2.1 of this agreement; 



        (iii)  the
amount of Net Profits remaining, if any; and 


        (iv)  the
amount of those Net Profits, if any, to which the Royaltyholder is entitled; and 




        (b)   pay
or cause to be paid to the Royaltyholder that amount equal to 0.68% of the Net Profits, if any. 


1.3    If
at any time after the date of this agreement any party or an affiliate of any party (the "Acquiring Party") stakes or otherwise
acquires, directly or indirectly, any right to or interest in any mining claim, licence, lease, grant, concession, permit, patent, or other mineral property (the "Acquired
Properties") located wholly within three miles of the boundary of each mining lease and claim comprising the Property (the "Area of
Interest"), the Acquired Properties shall be subject to the Royalty and, notwithstanding any other provisions of this agreement, all amounts to be calculated under this
agreement shall relate to the Property and Acquired Properties, and Exploration Costs shall include the costs of acquisition of the Acquired Properties. Notwithstanding the foregoing, a particular
Acquired Property shall not be subject to the Royalty if the Acquired Property was acquired from a 







 



third
party (and not through staking) and the Acquired Property is already subject to a royalty interest other than to a government entity. 


1.4    The
parties intend that the Royalty, to the extent permissible under applicable laws, constitutes an interest in the Property and, accordingly agree that the Royalty will run with and
be binding upon title to the Property and binding upon the successor in title to the Property. Nothing herein is to be construed however to limit or restrict the ability of the Royaltypayor to sell
the Property or any portion thereof at any time and in its complete discretion. 


ARTICLE 2 NET PROFITS DEFINED  


2.1    "Net Profits" means the Gross Receipts minus deductions therefrom of (A) and (B), to the extent of but not exceeding the amount
of those Gross Receipts, where (A) is the Gross Royalty and (B) is the then net unrecovered amounts of Costs, with Costs to be deducted in the following order: 


        (a)   Marketing
Costs; 


        (b)   Distribution
Costs; 


        (c)   Operating
Costs; 


        (d)   Taxes
and Royalties; 


        (e)   Interest
Costs; 


        (f)    Capital
Costs; and 


        (g)   Exploration
Costs 


2.2    For
greater certainty, in calculating Net Profits at any time, each of the classes of Costs shall constitute a separate pool from which all Costs deducted on any previous quarterly
calculation shall be removed and to which Costs of those classes recorded since the date of this agreement (in the case of the first quarterly calculation) or since the date of the last quarterly
calculation (in the case of any calculation subsequent to the first quarterly calculation) shall be added. 


2.3    If
the application of credits to a pool of Costs results in a negative balance in that pool of Costs, the amount of any negative balance from a Cost pool shall be applied to reduce
the balances then remaining in pools itemized in §2.1 of this agreement in the order itemized. 



ARTICLE 3 DEFINITIONS  


3.1    In
this agreement, including the recitals hereof, the following words and expressions shall have the following meanings, except where the context otherwise necessarily requires: 



	(a)
	"Completion Date" means the date on which the Royaltypayor determines that the project of preparing and equipping a Mine for commercial
production is complete;



	(b)
	"Costs" means all items of outlay and expense whatsoever, both direct and indirect, with respect to the Property or any Mine recorded
by the Royaltypayor in accordance with GAAP, including without limiting the generality of the foregoing:



	(i)
	"Capital Costs" which means:



	(1)
	all
Costs of preparing and equipping a Mine for commercial production which are recorded by the Royaltypayor, and all Costs of obtaining financing and providing security; and



	(2)
	subject
to §8.1, a charge of 3% of the Capital Costs referred to in §(1) in return for its overhead functions which are not charged directly; 









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	(ii)
	"Distribution Costs" which means all Costs of:



	(1)
	transporting
Products from a Mine or a concentrating plant to a smelter, refinery or other place of delivery designated by the purchaser and, in the case of concentrates tolled, of
transporting the metal from a smelter to the place of delivery designated by the purchaser;



	(2)
	handling,
warehousing and insuring the Products; and



	(3)
	in
the case of concentrates tolled, of smelting and refining, including any penalties thereon or in connection therewith;






	(iii)
	"Exploration Costs" which means:



	(1)
	all
Costs of Exploration Operations recorded by the Royaltypayor less any exploration tax credits received by the Royaltypayor; and



	(2)
	subject
to §8.1, a charge which shall not aggregate more than 5% of the Exploration Costs referred to in §(1), reduced to 3% on amounts in excess of US
$100,000 on any single third party contract, in return for its overhead functions which are not charged directly;






	(iv)
	"Gross Royalty" which means that royalty of 1% payable to David Q. Tognoni pursuant to the Gross Royalty Agreement dated
October 1, 2007 between BE Resources Inc. and David Q. Tognoni;



	(v)
	"Interest Costs" which means interest computed quarterly and not in advance and being the aggregate of the interest determined for each
month in the quarter as follows:



	(1)
	the
average of the opening and closing monthly outstanding balances for each month of the net unrecovered amounts of all Costs in the classes enumerated in §2.1 of this
agreement; 










multiplied
by, 


	(2)
	the
Prime Rate plus 2%; 






multiplied
by, 


	(3)
	the
number of days in the month; 










divided
by, 


	(4)
	the
number of days in the year. 








These
Interest Costs are in lieu of an inclusion in Costs for the interest charged by third party project lenders of Capital Costs and Operating Costs; 



	(vi)
	"Marketing Costs" which means such reasonable charge for marketing of ores and concentrates sold or of concentrates tolled as is
consistent with generally accepted industry marketing practices;



	(vii)
	"Mining Costs" which means all costs related to mining, milling, concentrating and recovering metals from the Property and
reclamation, rehabilitation and monitoring costs;



	(viii)
	"Operating Costs" which means:



	(1)
	all
Mining Costs recorded by the Royaltypayor, including, without limiting the generality of the foregoing, an amount to be established by the Royaltypayor in good faith as
representing the cost of rehabilitation which will have to be spent after commercial production has terminated, it being agreed that the Royaltypayor may 







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charge
a portion of that cost to the royalty account over a reasonable period of time commencing with commercial production; and 



	(2)
	subject
to §8.1, a charge of 3% of the Operating Costs referred to in §(1) in return for its overhead functions which are not charged directly; and






	(ix)
	"Taxes and Royalties" which means all taxes (other than income taxes), royalties (other than the Gross Royalty) or other charges or
imposts provided for pursuant to any law or legal obligation imposed by any government if paid by the Royaltypayor;






	(c)
	"Exploration Operations" means every kind of work done by the Royaltypayor and every kind of payment on or in respect of the Property
including, without limiting the generality of the foregoing, investigating, prospecting, exploring, mapping, geological work, geochemical surveys, geophysical surveys, grid preparation, developing,
property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying and construction costs;



	(d)
	"Gross Receipts" means the aggregate of all receipts, revenues, recoveries or amounts received by or credited to the Royaltypayor in
connection with this agreement including, without limiting the generality of the foregoing:



	(i)
	the
receipts from the sale of the Royaltypayor's proportionate share of Products produced from the Mine:



	(ii)
	all
proceeds received from the sale of any portion of the Property or assets at the end of commercial production;



	(iii)
	all
insurance recoveries (including amounts received to settle claims) in respect of loss of, or damage to any Products subsequent to the Completion Date;



	(iv)
	all
amounts received as compensation for the expropriation or forcible taking of any portion of the Property;



	(v)
	the
fair market value, at the Property, of those assets, if any, that are transferred from the Property for use by the Royaltypayor elsewhere subsequent to the Completion Date; and



	(vi)
	the
amount of any negative balance remaining after the reallocation of negative balances pursuant to §2.3 of this agreement; to the extent that those receipts, recoveries
or amounts have not been applied by the Royaltypayor as a recovery of any of the classes of Costs itemized in §2.1 of this agreement; 






provided
that where any Products are sold to, or treated in, a smelter or refinery owned or controlled by Royaltypayor, the pricing for that sale or treatment will be established by Royaltypayor on an
arms-length basis so as to be fairly competitive with pricing, net of transportation, insurance, treatment charges and other related costs, then available on world markets for product of
like quantity and quality; 


	(e)
	"Mine" means the workings established and assets acquired in order to bring the Property or a portion thereof into commercial
production, including, without limiting the generality of the foregoing, development headings, plant and concentrator installations and all infrastructure, plant, housing, airport, roads and other
facilities;



	(f)
	"Prime Rate" means the weighted average of the rates of interest for the period of calculation as stated by the Bank of Montreal, Main
Office, Toronto, Ontario, as being charged by it on United States Dollar demand loans to its most creditworthy domestic commercial customers; 



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	(g)
	"Products" shall mean ores, concentrates and minerals mined from the Property, or solutions, concentrates or cathodes retrieved through
leaching or solution mining or solution extraction/electrowinning or other processing of mineralized material mined from the Property;



	(h)
	"Property" shall mean the mining leases and claims in Socorro County and Sierra County, New Mexico set forth in Schedule A and
any of the Acquired Properties; and



	(i)
	"Trading Activities" shall have the meaning set out in §6 of this agreement. 






ARTICLE 4 ROYALTYPAYOR TO DETERMINE OPERATIONS  


4.1    The
Royaltypayor will have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of
the Property and may suspend operations and production on the Property at any time it considers prudent or appropriate to do so. The Royaltypayor will owe the Royaltyholder no duty to explore, develop
or mine the Property or to do so at any rate or in any manner other than that which the Royaltypayor may determine in its sole and unfettered discretion. The Royaltypayor may, but will not be
obligated to treat, mill, heap leach, sort, concentrate, refine, smelt or otherwise process, beneficiate or upgrade the ores, concentrates and other products at sites located on or off the Property,
prior to sale, transfer or conveyance to a purchaser, user or consumer. The Royaltypayor will not be liable for mineral values lost in processing under sound practices and procedures, and no royalty
will be due on any such lost mineral values. 


ARTICLE 5 COMMINGLING  


5.1    Ores,
concentrates and derivatives mined or retrieved from the Property may be commingled with ores, concentrates or derivatives mined or retrieved from other properties. All
determinations required for calculation of Net Profits, including without limitation the amount of the metals contained in or recovered from ores, solutions, concentrates or derivatives mined or
retrieved from the Property, the amount of the metals contained in or recovered from commingled ores, solutions, concentrates or derivatives, gross revenues from the sale of Products, and costs and
expenses allocated to the Property or Products shall be made in accordance with prudent weighing, sampling, assaying, engineering, metallurgical and cost accounting practices. 



ARTICLE 6 TRADING ACTIVITIES  


6.1    The
Royaltypayor may, but need not, engage in forward sales, futures trading or commodity options trading, and other price hedging, price protection and speculative arrangements
("Trading Activities") which may involve the possible delivery of base or precious metals produced from the Property. The
parties acknowledge and agree that the Royaltyholder shall not be entitled to participate in the proceeds or be obligated to share in any losses generated by the Trading Activities. 


6.2    The
Royaltypayor may retain any base or precious metals produced from the Property in which case the value of such retained metals shall be added to the Gross Receipts. The value of
such metals shall be determined, in the case of gold or silver, by taking the average London Bullion Brokers PM fixing price for the calendar quarter of production or for other metals the average spot
price of the New York Commodities Exchange final daily spot price for the applicable metal for the calendar quarter of production for the applicable metal. 


ARTICLE 7 ADJUSTMENTS AND VERIFICATION  


7.1    Payment
of any Net Profits by the Royaltypayor shall not prejudice the right of the Royaltypayor to adjust the statement supporting the payment; provided, however, that all statements
presented to the Royaltyholder by the Royaltypayor for any quarter shall conclusively be presumed to be true and 


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correct
upon the expiration of 12 months following the end of the quarter to which the statement relates, unless within that 12 month period the Royaltypayor gives notice to the
Royaltyholder making claim on the Royaltyholder for an adjustment to the statement. 


7.2    The
Royaltypayor shall not adjust any statement in favour of itself after the expiration of 12 months following the end of the quarter to which the statement relates. 



7.3    The
Royaltyholder may from time to time request reasonable supporting documentation for statements that are within the period contemplated in §7.1 and the Royaltypayor,
acting in good faith, shall provide the same promptly to the Royaltyholder. 


7.4    If
the supporting documentation and any discussion with the Royaltypayor do not resolve the Royaltyholder's concerns, the Royaltyholder shall be entitled upon notice to the
Royaltypayor to request from the Royaltypayor that mutually acceptable auditors be requested to provide the Royaltyholder with their opinion that any statement delivered pursuant to §1.2
of this agreement in respect of any quarterly period falling within the 12 month period immediately preceding the date of the Royaltyholder's notice has been prepared in accordance with this
agreement. When giving any notice aforesaid, the Royaltyholder will articulate the matter or matters of concern to it. Within 45 days from the date the auditors are provided with the
Royaltyholder's notice, the auditors
shall provide a written statement to the parties setting forth the auditors' opinion with respect the matter or matters of concern as described in the Royaltyholder's notice. The audit opinion
provided by the auditors shall be conclusive and legally binding upon the parties. 


7.5    The
time required for giving the audit opinion contemplated in §7.4 of this agreement shall not extend the time for the taking of exception to and making claim on the
Royaltyholder for adjustment as provided in §7.1 of this agreement. 


7.6    The
cost of the audit opinion requested pursuant to §7.4 of this agreement shall be solely for the account of the Royaltyholder unless the audit opinion reveals an error
which is adverse to the Royaltyholder of greater than 3% in which case the cost of the audit opinion shall be solely for the account of the Royaltypayor. 


7.7    The
provisions of §7.4 are intended to provide an effective mechanism for the Royaltyholder to resolve its unresolved concerns regarding Net Profits accounting and not to
effect a regular audit of the Net Profits calculation. 



ARTICLE 8 OVERHEAD CHARGES  


8.1    The
charges set out in §3.1(b)(i)(2), 3.1(b)(iii)(2) and 3.1(b)(viii)(2) are intended as a reimbursement of the costs for the time incurred by the Royaltypayor's head
office management and support functions in respect of work on or in respect of the financing, constructing and operating a Mine. It is intended that the Royaltypayor shall not profit nor suffer loss
by virtue of providing the services. This charge shall not be subject to audit but may be reviewed, in good faith, by the parties from time to time, at the instance of either party. 



ARTICLE 9 BUYDOWN AND RIGHT OF FIRST REFUSAL  


9.1    The
Royaltypayor shall have the right at any time by providing written notice to the Royaltyholder to purchase up to one-half or some other lesser fraction of the Royalty
at the fair market value thereof (as of the last day of the last calendar quarter prior to the date on which the written notice is sent by the Royaltyholder) as determined by an independent business
valuator retained
by the Royaltypayor. The purchase and sale of the Royalty interest under this section shall be completed on that date which is 90 days following the date on which notice is sent by the
Royaltypayor. 


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9.2    The
Royaltypayor shall have a right of first refusal to acquire the Royalty. If the Royaltyholder wishes to dispose of the Royalty or any portion thereof, the Royaltyholder must first
offer to sell it to the Royaltypayor for a price and on terms which the Royaltyholder establishes including the financial value of any non cash consideration specified. The Royaltyholder will provide
the Royaltypayor with a written notice setting out the terms of the proposed sale (the "Notice") and the Royaltypayor will have 90 days following
receipt of the Notice to advise the Royaltyholder if the Royaltypayor wishes to acquire the offered interest. If the Royaltypayor does not exercise its right of first refusal, the Royaltyholder shall
then have 180 days to dispose of the Royalty or the specified portion thereof to a third party for the same or greater price and on the same term or terms no more favourable to the third party.
The right of first refusal shall not apply to a transfer by the Royaltyholder to affiliated corporations provided such a corporation remains so for at least three years. 



ARTICLE 10 GENERAL  


10.1    This
agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and each of the parties submits to the jurisdiction of the courts of the State
of Colorado for the resolution of any dispute or controversy arising in connection herewith. 


10.2    Any
notice or other communication required or permitted to be given hereunder shall be in writing and shall be: (i) delivered by courier, or (ii) sent by registered
mail (postage prepaid), unless there is a postal strike then in progress; or (iii) transmitted by facsimile transmission (but only if a fax number is provided below for the party in question),
addressed or sent as follows: 




	(i)
	if
to the Royaltyholder: 







SOUTH
WEST EXPLORATION, LLC,

2008 Meander Road

Windsor, CO 80550 



	(ii)
	if
to the Royaltypayor: 







107
Hackney Circle

Box 684

Elephant Butte, NM

87935 


Attention:  David
Q. Tognoni

Facsimile:  505-744-5801 





	(b)
	any
such notice or other communication shall be deemed to have been given and received: (i) if delivered by courier, on the day on which it is so delivered; (ii) if sent
by registered mail, on the 10th day after posting, but if there shall be any intervening postal strike, then on the 10th day after the end of such postal strike; and (iii) if
transmitted by facsimile transmission, on the next business day (in the city where the recipient of the facsimile transmission resides) after the day of successful transmission.



	(c)
	any
party may at any time change its address for service from time to time by giving notice to the other parties in accordance with this Section. 



10.3    Except
as expressly provided in this agreement, this agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and
replaces all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no warranties, conditions or representations (including any that may be implied by
statute) and there is no agreement in connection with such subject matter, except as specifically set forth or referred to in this agreement. 


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10.4    No
amendment, modification or waiver of any provision of this agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this
agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided. 


10.5    Time
shall be of the essence of this agreement. 


10.6    If
any provision of this agreement is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction from which no further appeal lies or is taken,
that provision shall be deemed to be severed, and the remaining provisions of this agreement shall not be affected thereby and shall remain valid and enforceable. 



10.7    The
Royaltyholder acknowledges that it has had the opportunity to obtain legal representation in connection with this agreement. Any rule of construction to the effect that any
ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this agreement. The parties further acknowledge to each other that they have each entered into
the transactions herein contemplated voluntarily, and without duress or undue pressure from any other party. 


10.8    This
agreement shall enure to the benefit of and shall be binding on and enforceable by the parties and, where the context so permits, their respective successors and permitted
assigns. This agreement may not be assigned by the Royaltyholder without (a) the prior written consent of the Royaltypayor, and (b) the execution by the assignee of an agreement agreeing
to be bound by and subject to the terms set forth in this agreement. 


If
any day on or before which any action is required to be taken under this agreement is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business
Day. "Business Day" means any day except Saturday, Sunday or a statutory holiday in the State of Colorado. 


        IN
WITNESS WHEREOF the parties have duly executed and delivered this agreement effective as of the date first above written. 



	 	ROYALTYHOLDER:
	

 	
SOUTH WEST EXPLORATION, LLC
	

 	

Per:	
 	

/s/  ROBERT A. LUFKIN      
 Authorized Signatory
	

 	

ROYALTYPAYOR:
	

 	
BE RESOURCES INC.
	

 	

Per:	
 	

/s/  DAVID TOGNONI      
 Authorized Signatory




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SCHEDULE A
  MINERAL INTERESTS    
    


The
mining leases include: 



State
of New Mexico lease number HG 0059, HG 0060 and HG 0061

Mining lease dated January 2, 2004 between David Q. Tognoni as leasee, and Kenneth Alan Sullivan and Cherrill L. Sullivan as lessor, as assigned by David Q. Tognoni to
Great Western Exploration, LLC on February 3, 2004 (the "Sullivan Lease") 




The
mining claims include: 


        The
following mining claims located in Sections 3, 27 and 34, Township 10 South, Range 8 West, N.M.P.M, Sierra County New Mexico: 



	Claim Name
 
	 	NMMC
	 	Book
	 	Page

	Bertrandite #34	 	170506	 	100	 	2116
	Bertrandite #35	 	170507	 	100	 	2117
	Bertrandite #54	 	170602	 	100	 	3317
	Bertrandite #65	 	170792	 	101	 	625
	Bertrandite #66	 	170793	 	101	 	626
	Bertrandite #67	 	170794	 	101	 	627






	 





	Claim Name
 
	 	NMMC
	 	Book
	 	Page

	Berts Clay #92	 	173538	 	105	 	45
	Berts Clay #93	 	173539	 	105	 	44






AND



        The
following mining claims located in Sections 6, 13, 14, 15, 20, 21, 22, 24, 26, 27, 28, 33 and 34, Township 9 South, Range 8 West, N.M.P.M., Socorro
County, New Mexico: 



	Claim Name
 
	 	NMMC
	 	Book
	 	Page
	 	Claim Name
	 	NMMC
	 	Book
	 	Page

	Bert #1	 	171160	 	511	 	783	 	Bert #2	 	171161	 	511	 	784
	Bert #3	 	171162	 	511	 	785	 	Bert #4	 	171163	 	511	 	786
	Bert #5	 	171164	 	511	 	787	 	Bert #6	 	171165	 	511	 	788
	Bert #7	 	171166	 	511	 	789	 	Bert #8	 	171167	 	511	 	790
	Bert #9	 	171168	 	511	 	791	 	Bert #10	 	171169	 	511	 	792
	Bert #11	 	171170	 	511	 	793	 	Bert #12	 	171171	 	511	 	794





	 





	Claim Name
 
	 	NMMC
	 	Book
	 	Page
	 	Claim Name
	 	NMMC
	 	Book
	 	Page

	Special Clay #100	 	171152	 	511	 	1938	 	Special Clay #101	 	171153	 	511	 	1939
	Special Clay #102	 	171154	 	511	 	1940	 	Special Clay #103	 	171155	 	511	 	1941
	Special Clay #104	 	171156	 	511	 	1942	 	Special Clay #105	 	171157	 	511	 	1943
	Special Clay #106	 	171158	 	511	 	1944	 	Special Clay #107	 	171159	 	511	 	1945




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	Claim Name
 
	 	NMMC
	 	Instrument #
	 	Claim Name
	 	NMMC
	 	Instrument #

	Berts Clay #1	 	173447	 	200576333	 	Berts Clay #2	 	173448	 	200576333
	Berts Clay #3	 	173449	 	200576333	 	Berts Clay #4	 	173450	 	200576333
	Berts Clay #5	 	173451	 	200576333	 	Berts Clay #6	 	173452	 	200576333
	Berts Clay #7	 	173453	 	200576333	 	Berts Clay #8	 	173454	 	200576333
	Berts Clay #9	 	173455	 	200576333	 	Berts Clay #10	 	173456	 	200576333
	Berts Clay #11	 	173457	 	200576333	 	Berts Clay #13	 	173459	 	200576333
	Berts Clay #14	 	173460	 	200576333	 	Berts Clay #15	 	173461	 	200576333
	Berts Clay #16	 	173462	 	200576333	 	Berts Clay #17	 	173463	 	200576333
	Berts Clay #18	 	173464	 	200576333	 	Berts Clay #19	 	173465	 	200576333
	Berts Clay #21	 	173467	 	200576333	 	Berts Clay #22	 	173468	 	200576333
	Berts Clay #23	 	173469	 	200576333	 	Berts Clay #24	 	173470	 	200576333
	Berts Clay #25	 	173471	 	200576333	 	Berts Clay #26	 	173472	 	200576333
	Berts Clay #27	 	173473	 	200576333	 	Berts Clay #28	 	173474	 	200576333
	Berts Clay #29	 	173475	 	200576333	 	Berts Clay #30	 	173476	 	200576333
	Berts Clay #31	 	173477	 	200576333	 	Berts Clay #33	 	173479	 	200576333
	Berts Clay #34	 	173480	 	200576333	 	Berts Clay #35	 	173481	 	200576333
	Berts Clay #36	 	173482	 	200576333	 	Berts Clay #37	 	173483	 	200576333
	Berts Clay #38	 	173484	 	200576333	 	Berts Clay #39	 	173485	 	200576333
	Berts Clay #40	 	173486	 	200576333	 	Berts Clay #42	 	173488	 	200576333
	Berts Clay #43	 	173489	 	200576333	 	Berts Clay #44	 	173490	 	200576333
	Berts Clay #45	 	173491	 	200576333	 	Berts Clay #46	 	173492	 	200576333
	Berts Clay #47	 	173493	 	200576333	 	Berts Clay #48	 	173494	 	200576333
	Berts Clay #49	 	173495	 	200576333	 	Berts Clay #50	 	173496	 	200576333





	 





	Claim Name
 
	 	NMMC
	 	Instrument #
	 	Claim Name
	 	NMMC
	 	Instrument #

	Berts Clay #51	 	173497	 	200576333	 	Berts Clay #52	 	173498	 	200576333
	Berts Clay #53	 	173499	 	200576333	 	Berts Clay #54	 	173500	 	200576333
	Berts Clay #55	 	173501	 	200576333	 	Berts Clay #56	 	173502	 	200576333
	Berts Clay #57	 	173503	 	200576333	 	Berts Clay #58	 	173504	 	200576333
	Berts Clay #59	 	173505	 	200576333	 	Berts Clay #60	 	173506	 	200576333
	Berts Clay #61	 	173507	 	200576333	 	Berts Clay #62	 	173508	 	200576333
	Berts Clay #63	 	173509	 	200576333	 	Berts Clay #64	 	173510	 	200576333
	Berts Clay #65	 	173511	 	200576333	 	Berts Clay #66	 	173512	 	200576333
	Berts Clay #67	 	173513	 	200576333	 	Berts Clay #68	 	173514	 	200576333
	Berts Clay #69	 	173515	 	200576333	 	Berts Clay #70	 	173516	 	200576333
	Berts Clay #71	 	173517	 	200576333	 	Berts Clay #72	 	173518	 	200576333
	Berts Clay #73	 	173519	 	200576333	 	Berts Clay #74	 	173520	 	200576333
	Berts Clay #75	 	173521	 	200576333	 	Berts Clay #76	 	173522	 	200576333
	Berts Clay #77	 	173523	 	200576333	 	Berts Clay #78	 	173524	 	200576333
	Berts Clay #79	 	173525	 	200576333	 	Berts Clay #80	 	173526	 	200576333
	Berts Clay #81	 	173527	 	200576333	 	Berts Clay #82	 	173528	 	200576333
	Berts Clay #83	 	173529	 	200576333	 	Berts Clay #84	 	173530	 	200576333
	Berts Clay #85	 	173531	 	200576333	 	Berts Clay #86	 	173532	 	200576333
	Berts Clay #87	 	173533	 	200576333	 	Berts Clay #88	 	173534	 	200576333
	Berts Clay #89	 	173535	 	200576333	 	Berts Clay #90	 	173536	 	200576333
	Berts Clay #91	 	173537	 	200576333	 	 	 	 	 	 




10







 


	 





	Claim Name
 
	 	NMMC
	 	Book
	 	Page
	 	Claim Name
	 	NMMC
	 	Book
	 	Page

	Bertrandite #9	 	170487	 	508	 	1583	 	Bertrandite #30	 	170468	 	508	 	1580
	Bertrandite #10	 	170486	 	508	 	1584	 	Bertrandite #31	 	170467	 	508	 	1581
	Bertrandite #11	 	170485	 	508	 	1585	 	Bertrandite #39	 	170511	 	508	 	5046
	Bertrandite #12	 	170484	 	508	 	1586	 	Bertrandite #41	 	170513	 	508	 	5048
	Bertrandite #15	 	170481	 	508	 	1567	 	Bertrandite #45	 	170515	 	508	 	5050
	Bertrandite #18	 	170478	 	508	 	1570	 	Bertrandite #56	 	170598	 	509	 	1692
	Bertrandite #21	 	169878	 	504	 	1845	 	Bertrandite #57	 	170597	 	509	 	1691
	Bertrandite #22	 	170475	 	508	 	1573	 	Bertrandite #58	 	170596	 	509	 	1690
	Bertrandite #25	 	170472	 	508	 	1576	 	Bertrandite #59	 	170595	 	509	 	1689
	Bertrandite #26	 	170471	 	508	 	1577	 	Bertrandite #64	 	170590	 	509	 	1684
	Bertrandite #29	 	170608	 	509	 	2469	 	 	 	 	 	 	 	 




11











QuickLinks



Exhibit 10.3


NPR ROYALTY AGREEMENT



SCHEDULE A MINERAL INTERESTS