Be Resources Inc.: Exhibit 10.28 - Filed by newsfilecorp.com






Exhibit 10.28

BE RESOURCES INC.

STOCK OPTION AGREEMENT

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

WITNESSETH:

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

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

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

          NOW,
THEREFORE, the parties agree as follows:

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

2.          
Option Price. At any time when shares are to be purchased pursuant to the
Option, the purchase price for each Option Share shall be USD $___ (the “Option
Price”).

3.          
Option Vesting. These Options vest immediately.

4.          
Option Period.

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

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

	 	 	 
	 	(c) 	
      Except as otherwise set forth in the Plan, if an
      Optionee, for any reason other than the Optionee’s death, ceases to be
      employed by, a consultant for, or a director of, either the Corporation or
      a subsidiary of the Corporation, any Option held by the Optionee at the
      time Optionee ceases to be an employee, consultant or director
  may







be exercised within 90-days after the
date of such cessation, but only to the extent that the Option was exercisable
according to its terms on the date of such cessation. After such 90-day period,
any unexercised portion of an Option shall expire. 

5.          
Exercise of Option.

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

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

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

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

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

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



6.          
Securities Laws Requirements.

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

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

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



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

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

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



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

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

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

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

	 	Corporation: 	BE Resources Inc. 
	 	 	 
	 	 	 _________________
	 	 	 
	 	 	 _________________


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	 	Optionee: 	At the address listed below his name on the
      last page of this Agreement. 


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

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

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

	 	  	BE RESOURCES
      INC. 
	 	 	 	 
	 	 	 	 
	 	Date:_______________ 	By: 	
	 	 	 	 
	 	 	 	 
	 	  	OPTIONEE 
	 	 	 
	 	Date: _______________ 	By: 	
	 	  	Name: 	


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EXHIBIT A

BE Resources Inc. Stock Option Plan




BE RESOURCES INC.

AMENDMENT AND RESTATEMENT OF 

STOCK OPTION PLAN 

ARTICLE I 
PURPOSE AND SCOPE 


	1.1 	
      The purpose of this Stock Option Plan is to provide a
      means whereby BE Resources Inc., a Colorado corporation (the
      “Corporation”), may attract able persons to remain in or to enter
      the employ of the Corporation or a Subsidiary of the Corporation and to
      provide a means whereby those employees, officers, directors and other
      individuals or entities upon whom the responsibilities of the successful
      administration, management, planning, and/or organization of the
      Corporation may rest, and whose present and potential contributions to the
      welfare of the Corporation or a Subsidiary of the Corporation are of
      importance, can acquire and maintain stock ownership, thereby
      strengthening their concern for the long-term welfare of the Corporation.
      A further purpose of the Plan is to provide such employees and individuals
      or entities with additional incentive and reward opportunities designed to
      enhance the profitable growth of the Corporation over the long term.
      Accordingly, the Plan provides for the grant of Incentive Stock Options
      and Options which do not constitute Incentive Stock Options or any
      combination of the foregoing.

	 	 
	1.2 	
      The terms and conditions set forth in this Plan are
      subject to the rules, regulations and policies of the stock exchange on
      which the Common Shares may be listed or quoted including, if listed on
      the TSX-V, the provisions of Policy 4.4 of the
TSX-V.



ARTICLE II 
DEFINITIONS 


	2.1 	
      The following definitions shall be applicable during the
      term of the Plan unless specifically modified by any paragraph:

	 	 	 
		(i) 	
      “Board” means the board of directors of the
      Corporation.

	 	 	 
		(ii) 	
      “CBCA” means the Colorado Business Corporations
      Act.

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

	 	 	 
		(iv) 	
      “Common Shares” means the shares of common stock
      of the Corporation.

	 	 	 
		(v) 	
      “Corporate Change” means one of the following
      events:



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

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

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

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

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

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

	 	 	 	 
	 	(vii) 	
      “Exchange Act” means the Securities Exchange
      Act of 1934, as amended.

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



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	 	(ix) 	
      “Incentive Stock Option” means an Option within
      the meaning of Section 422 of the Code.

	 	 	 
	 	(x) 	
      “Option” means an option granted under Section 7
      of the Plan and includes both Incentive Stock Options to purchase Common
      Shares and Options which do not constitute Incentive Stock Options to
      purchase Common Shares.

	 	 	 
	 	(xi) 	
      “Option Agreement” means a written agreement
      between the Corporation and an Optionee with respect to an
  Option.

	 	 	 
	 	(xii) 	
      “Optionee” means an Eligible Recipient who has
      been granted an Option.

	 	 	 
	 	(xiii) 	
      “Plan” means this Stock Option Plan.

	 	 	 
	 	(xiv) 	
      “Rule 16b-3” means Rule 16b-3 of the General Rules
      and Regulations of the Securities and Exchange Commission under the
      Exchange Act, as such rule is currently in effect or as hereafter
      modified or amended.

	 	 	 
	 	(xv) 	
      “Subsidiary” has the meaning ascribed thereto by
      the Securities Act (Ontario), except that solely with respect to
      the issuance of Incentive Stock Options, the term “Subsidiary” shall have
      the same meaning as the term “subsidiary corporation” as defined in
      Section 424(f) of the Code.

	 	 	 
	 	(xvi) 	
      “TSX-V” means the TSX Venture
  Exchange.



ARTICLE III 
LIMITATIONS 


	3.1 	
      If the Common Shares are listed on the TSX-V, the
      following limitations shall apply:

	 	 	 
		(a) 	
      Options for the purchase of no more than 5% of the issued
      and outstanding Common Shares, determined at the date that an Option is
      granted, may be granted in the aggregate to any one individual in any
      twelve month period;

	 	 	 
		(b) 	
      Options for the purchase of no more than 2% of the issued
      and outstanding Common Shares, determined at the date that an Option is
      granted, may be granted in the aggregate to any one Consultant (as defined
      in Policy 4.4 of the TSX-V, as the same may be amended from time to time)
      in any twelve month period;

	 	 	 
		(c) 	
      Options for the purchase of no more than 2% of the issued
      and outstanding Common Shares determined at the date that an Option is
      granted, may be granted in the aggregate to all persons providing Investor
      Relations Activities (as defined in Policy 1.1 of the TSX-V, as the same
      may be amended from time to time) in any twelve month period;
  and



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		(d) 	
      Disinterested shareholder approval will be required for
      any reduction in the exercise price of Options granted to an Optionee who
      is an Insider (as defined in Policy 1.1 of the TSX-V, as the same may be
      amended from time to time) of the Corporation at the time of the proposed
      amendment.

	 	 	 
	3.2 	
      If the Common Shares are listed on the TSX-V, unless
      disinterested shareholder approval of the Plan is obtained as required by
      the TSX-V:

	 	 	 
		(a) 	
      the number of Common Shares reserved for issuance under
      Options granted to Insiders (as defined in Policy 1.1 of the TSX-V, as the
      same may be amended from time to time) shall not in the aggregate exceed
      10% of the issued and outstanding Common Shares, determined at the date
      that an Option is granted; and

	 	 	 
		(b) 	
      the Corporation shall not grant to Insiders (as defined
      in Policy 1.1 of the TSX-V, as the same may be amended from time to time),
      within a twelve month period, Options for the purchase of Common Shares
      exceeding in the aggregate 10% of the issued and outstanding Common
      Shares, determined at the date that an Option is
granted.



ARTICLE IV 
ADMINISTRATION 


	4.1 	
      Administration of Plan by Board. The Plan shall be
      administered by the Board or by a committee (“Committee”) of the
      Board established by the Board for that purpose.

	 	 	 
	4.2 	
      Powers. Subject to the terms of the Plan and the
      rules, regulations and policies of the stock exchange on which the Common
      Shares may be listed or quoted, the Board or Committee shall have the
      power:

	 	 	 
		(i) 	
      to determine those Eligible Recipients that should be
      granted an Option;

	 	 	 
		(ii) 	
      to determine when such Option should be
granted;

	 	 	 
		(iii) 	
      to determine the type of Option grant (Incentive Stock
      Options or Options that do not constitute Incentive Stock
  Options);

	 	 	 
		(iv) 	
      to determine the number of Options that should be granted
      and the exercise price of Common Shares; and

	 	 	 
		(v) 	
      the exercise period and vesting provisions applicable to
      Options granted.



In making such determinations, the
Board may take into account the nature of the services rendered by these
individuals, their present and potential contribution to the success of the
Corporation or a Subsidiary of the Corporation, and such other factors as the
Board in its discretion shall deem relevant. If the Common Shares are listed on
the TSX-V, for Options to Employees, Consultants and Management Company
Employees (as each such term is defined in Policy 4.4 of the TSX-V, as the same
may be amended from time to time), the Corporation must represent that the
Optionee is a bona fide Employee, Consultant or Management Company Employee, as
the case may be.

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4.3 		
Additional Powers. The Board shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, the Board is authorized in its sole discretion, to
construe and interpret the Plan and the respective agreements executed thereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the Plan, and to determine the terms, restrictions and provisions
of each Option grant, including such terms, restrictions and provisions as shall be requisite in the judgment of the Board to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable
for administering the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in any agreement relating to an Option grant in the manner and to the extent it shall deem expedient to carry it into effect. The
determination of the Board on the matters referred to in this Section 4 shall be conclusive.

	
	 	 
	
4.4 		
Compliance with Law. Any Option granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing, registration or qualification of the Common Shares
subject to such Option upon any stock exchange or under any law or regulation of any jurisdiction, or the consent or approval of any stock exchange or any governmental or regulatory body, is necessary as a condition of, or in connection with, the
grant or exercise of such Option or the issuance or purchase of Common Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected
or obtained on conditions acceptable to the Board or the Committee. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval.

	
	 	 
		
Without limiting the generality of the foregoing, unless a registration statement relating to the Common Shares covered by an Option issued in favour of an Optionee resident in the United States of America has been filed with the
United States Securities and Exchange Commission and is effective on the date of exercise, the exercise of the Option by such Optionee will be contingent upon receipt from the Optionee of a representation in writing satisfactory to the Corporation
that at the time of such exercise it is the Optionee’s then intention to acquire the Common Shares being purchased for investment and not for resale or other distribution thereof to the public in the United States of America.

	
	 	 
		
The Corporation may in its discretion inscribe a legend on any share certificates issued pursuant to the exercise of an Option. The issuance of Common Shares upon the exercise of the Option shall be subject to all applicable laws,
rules and regulations and Common Shares shall not be issued except upon the approval of proper government agencies or stock exchanges as may be required. Provided, however, the Option shall not be exercisable if at any date of exercise, it is the
opinion of counsel for the Corporation that registration of the said Common Shares under the Securities Act of 1933 or other applicable statute or regulation is required and the Option shall again become exercisable only if the Corporation elects to
and thereafter effects a registration of the Common Shares subject to the Option under the Securities Act of 1933 or other applicable statute or regulation within the relevant period. If the Option may not be exercised, the Corporation shall return
to the Optionee, without interest or deduction, any funds received by it in connection with the proposed exercise of the Option.

	



5 







	4.5 	
      Compliance With Code §162(m). In the event the
      Corporation or a Subsidiary of the Corporation becomes a “publicly-held
      corporation” as defined in Section 162(m)(2) of the Code, the Corporation
      may establish a committee of outside directors meeting the requirements of
      Code § 162(m) to (i) approve the grant of Options which might reasonably
      be anticipated to result in the payment of employee remuneration that
      would otherwise exceed the limit on employee remuneration deductible for
      income tax purposes by the Corporation pursuant to Code §162(m) and (ii)
      administer the Plan. In such event, the powers reserved to the Board in
      the Plan shall be exercised by such committee. In addition, Options under
      the Plan shall be granted only upon satisfaction of the conditions to such
      grants provided pursuant to Code §162(m) and any Treasury Regulations
      promulgated thereunder.



ARTICLE V 
SHARES SUBJECT TO THE PLAN 


	5.1 	
      Limits to Number of Common Shares. The maximum
      number of Common Shares which may be reserved and set aside for issue
      under the Plan shall not exceed 10,000,000, provided that the Board shall
      have the right, from time to time, to increase such maximum number subject
      to the approval of the shareholders of the Corporation. The Corporation
      shall at all times reserve a sufficient number of Common Shares to meet
      the requirements of the Plan. Shares shall be deemed to have been issued
      under the Plan only to the extent actually issued and delivered pursuant
      to exercise of an Option. To the extent that an Option expires unexercised
      or is cancelled, any Common Shares subject to such Option shall again be
      available for the grant of an Option. The aggregate number of Common
      Shares which may be issued under the Plan shall be subject to adjustment
      in the same manner as provided in Section 8 of the Plan with respect to
      Common Shares subject to Options then outstanding.



ARTICLE VI 
INCENTIVE STOCK OPTION ELIGIBILITY



	6.1 	
      An Incentive Stock Option granted pursuant to the Plan
      may be granted only to an individual who, at the time of grant, is an
      employee (within the meaning of the Code) of the Corporation or a
      Subsidiary of the Corporation.

	 	 
	6.2 	
      No Incentive Stock Option may be granted hereunder more
      than 5 years from the date the Plan is adopted by the Board without
      further shareholder approval as required by the
Code.



ARTICLE VII 
STOCK OPTIONS/GRANTS 


	7.1 	
      Stock Option Agreement. Each Option shall be
      evidenced by an Option Agreement executed by the Corporation which shall
      contain such terms and conditions not inconsistent with the terms of the
      Plan as may be approved by the Board.

	 	 
	7.2 	
      Option Period. Options shall not be granted for a
      term exceeding five years.

	 	 
	7.3 	
      Vesting of Options. Options granted hereunder
      shall vest at such times and under such conditions as determined by the
      Board or Committee, as applicable, provided that if the Common Shares are
      listed on the TSX-V, the Options shall vest in accordance with the
      rules and policies of the TSX-V in effect from time to time provided that if the options are issued to persons performing Investor Relations Activities, they must vest in stages over 12 months with no more than one-quarter (1/4) of the
options vesting in any three month period. An Option may not be exercised for fractional shares.



6 









	
7.4 		
Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Common Shares with respect to which Incentive
Stock Options are exercisable for the first time by an individual during any calendar year under the Plan and any other plan adopted by the Corporation (and any Subsidiary of the Corporation) exceeds One Hundred Thousand U.S. Dollars
(U.S.$100,000) (within the meaning of Section 422 of the Code), such excess Incentive Stock Options shall be treated as Options which do not constitute Incentive Stock Options. The Board shall determine, in accordance with applicable provisions
of the Code, Treasury Regulations and other administrative pronouncements, which of an Optionee’s Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the Optionee of such
determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns shares to which are attached more than ten percent (10%) of the
total combined voting power of all classes of shares of the Corporation or of a Subsidiary of the Corporation, within the meaning of Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the Option price is at least one
hundred ten percent (110%) of the Fair Market Value of the Common Shares subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant.

	
	 	 
	
7.5 		
Option Price. The exercise price of Common Shares issued under each Option shall be determined by the Board and shall in no event be less than the Fair Market Value of Common Shares subject to the Option on the date the
Option is granted, except that for Incentive Stock Options, the price shall be one hundred ten percent (110%) of the Fair Market Value in the case of any person or entity who owns shares to which are attached more than ten percent (10%) of the total
combined voting power of all classes of shares of the Corporation or of a Subsidiary of the Corporation.

	
	 	 
	
7.6 		
Options and Rights in Substitution for Stock Options Made by Other Corporations.  Options may be granted under the Plan from time to time in substitution for stock options held by employees of corporations who become, or who became prior to the effective date of the Plan, employees of the Corporation or of any
Subsidiary of the Corporation as a result of a merger or consolidation of the employing corporation with the Corporation or such Subsidiary of the Corporation, or the acquisition by the Corporation or a Subsidiary of the Corporation of all or a
portion of the assets of the employing corporation, or the acquisition by the Corporation or a Subsidiary of the Corporation of shares of the employing corporation with the result that such employing corporation becomes a Subsidiary of the
Corporation.

	



7 






ARTICLE VIII 
ADJUSTMENTS IN THE EVENT OF CERTAIN
CHANGES 
IN CAPITAL STRUCTURE 


	8.1 	
      The aggregate number and kind of shares available under
      the Plan and the exercise price therefor shall be subject to adjustment by
      the Board in the event of a reclassification, recapitalization, stock
      split, stock dividend, merger, consolidation, combination or other change
      in the corporate structure of the Corporation occurring after the date of
      grant of any Options.

	 	 
		
      In the event of a Corporate Change, the Board shall
      either at the time Options are granted, or at any time thereafter, have
      the authority to take such actions as it deems advisable, including,
      without limitation (a) the right to accelerate in whole or in part the
      exercisability of Options, (b) to require the mandatory surrender of
      outstanding Options in exchange for cash for the bargain element the
      Optionee would have realized upon the occurrence of the Corporate Change,
      if any, or (c) provide that upon exercise of the Option, the Optionee will
      be entitled to purchase other securities or property. Nothing herein shall
      obligate the Board to take any action upon a Corporate Change.

	 	 
	8.2 	
      The existence of the Plan and the Option grants made
      hereunder shall not affect in any way the right or power of the Board or
      the shareholders of the Corporation to make or authorize any adjustment,
      reorganization or other change in the capital structure of the Corporation
      or a Subsidiary of the Corporation or their business, any merger or
      consolidation of the Corporation or a Subsidiary of the Corporation, any
      issue of debt or equity securities having any priority or preference with
      respect to or affecting Common Shares or the rights thereof, the
      dissolution or liquidation of the Corporation or a Subsidiary of the
      Corporation, or any sale, lease, exchange or other disposition of all or
      any part of their assets or business or any other corporate act or
      proceeding.



ARTICLE IX 
AMENDMENT OR TERMINATION OF THE PLAN



	9.1 	
      The Board may at any time, subject, if the Common Shares
      are listed on the TSX-V, to the approval of the TSX-V, and the rules,
      regulations and policies of such other stock exchange on which the Common
      Shares may be listed or quoted, amend, suspend or terminate this Plan, or
      any portion thereof, provided that no change in any Option grant
      previously made may be made which would impair the rights of the Optionee
      thereunder without the consent of the affected
Optionee.



ARTICLE X 
OTHER 

	10.1 	
      No Right to an Option. Neither the adoption of the
      Plan nor any action of the Board or Committee shall be deemed to give an
      employee any right to be granted an Option to purchase Common Shares or to
      any other rights hereunder except as expressly approved by the Board or
      Committee.



8 









	
10.2 		
No Employment Rights Conferred. Nothing contained in the Plan or in any Option made hereunder shall (i) confer upon any employee any right with respect to continuation of employment with the Corporation or Subsidiary of the
Corporation, or (ii) interfere in any way with the right of the Corporation or Subsidiary of the Corporation to terminate his or her employment at any time.

	
	 	 
	
10.3 		
Other Laws; Withholding. The Corporation shall not be obligated to issue any Common Shares pursuant to any Option made under the Plan at any time if, in the opinion of legal counsel for the Corporation, there is no
exemption from the prospectus or registration requirements of applicable laws, rules or regulations available for the issuance and sale of such shares. No fractional Common Shares shall be delivered, nor shall any cash in lieu of fractional shares
be paid. The Corporation shall have the right to deduct in connection with an Option any taxes required by law to be withheld and to require any payments necessary to enable it to satisfy its withholding obligations. The Board may permit the holder
of an Option to elect to surrender, or authorize the Corporation to withhold Common Shares (valued at their Fair Market Value on the date of surrender or withholding of such shares) in satisfaction of the Corporation’s withholding obligation,
subject to such restrictions as the Board deems necessary to satisfy the requirements of Rule 16b-3.

	
	 	 
	
10.4 		
No Restriction of Corporate Action. Nothing contained in the Plan shall be construed to prevent the Corporation or Subsidiary of the Corporation from taking any corporate action which is deemed by the Corporation or
Subsidiary of the Corporation to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Option granted under the Plan. No employee, beneficiary or other person shall have any claim against
the Corporation or Subsidiary of the Corporation as a result of such action.

	
	 	 
	
10.5 		
Restrictions on Transfer and Assignment. An Option shall not be transferable or assignable otherwise than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Optionee only by
such Optionee or the Optionee’s guardian or legal representative.

	
	 	 
	
10.6 		
Effect of Termination of Employment or Death. Subject to the immediately following paragraph, if any Optionee who is a service provider shall cease to be a service provider for the Corporation or a Subsidiary of the
Corporation for any reason (whether or not for cause), the Optionee may, but only within a period of ninety days following such cessation, but in no event after the expiry of the Optionee’s Option, exercise the Optionee’s Option.
Notwithstanding the foregoing, if the Common Shares are listed on the TSX-V and if an Optionee engaged in Investor Relations Activities (as defined in Policy 1.1 of the TSX-V, as the same may be amended from time to time) ceases to be a service
provider for the Corporation or a Subsidiary of the Corporation, the Optionee may, but only within a period of thirty days following such cessation, but in no event after the expiry of the Optionee’s Option, exercise the Optionee’s
Option. For the purposes of the Plan, the date on which a service provider ceases to be a service provider shall be deemed to be the date notice of termination is actually given, without regard to any notice period applicable under contract or at
law.

	
	 	 
		
In the event of the death of an Optionee during the currency of the Optionee’s Option, the Option theretofore granted to the Optionee shall be exercisable within, but only within, the period of one year following the Optionee’s death, but in no event after the expiry of the Optionee’s death.

	



9 











	
10.7 		
Rule 16b-3. It is intended that the Plan and any grant of an Option made to a person subject to Section 16 of the Exchange Act meet all of the requirements of Rule 16b-3. If any provisions of the Plan or any such Option
would disqualify the Plan or such Option hereunder, or would otherwise not comply with Rule 16b-3, such provision or Option shall be construed or deemed amended to conform to Rule 16b 3.

	
	 	 
	
10.8 		
Governing Law. The Plan shall by construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws.

	



ADOPTED BY THE BOARD OF DIRECTORS OF BE RESOURCES INC. AS OF DECEMBER 7, 2007 AND APPROVED BY THE SHAREHOLDERS OF BE RESOURCES INC. AS OF DECEMBER 7, 2007, AND AMENDED BY THE BOARD OF DIRECTORS OF BE RESOURCES INC. AS OF AUGUST 7, 2008 AND APRIL 23,
2010 AND APPROVED BY THE SHAREHOLDERS OF BE RESOURCES INC. ON JUNE 7, 2010, AND AMENDED BY THE BOARD OF DIRECTORS OF BE RESOURCES INC. AS OF [ ] AND APPROVED BY THE SHAREHOLDERS OF BE RESOURCES INC. ON JULY 6, 2011. 


10 






EXHIBIT B

BE RESOURCES INC.

NOTICE AND AGREEMENT OF EXERCISE OF OPTION

     I hereby exercise my Option (as
  set forth in the Stock Option Agreement) to acquire shares of BE Resources Inc.
  as to ______ shares of BE Resources Inc. Common Stock (the “Option
  Shares”).

     Enclosed is the payment required to
  exercise my Option.

     I understand that no Option
  Shares will be issued unless and until, in the opinion of BE Resources Inc. (the
  “Corporation”), any applicable registration requirements of the United States
  Securities Act of 1933, as amended, and any applicable listing requirements of
  any securities exchange on which stock of the same class is then listed, and any
  other requirements of law or any regulatory bodies having jurisdiction over such
  issuance and delivery, shall have been fully complied with. I hereby
  acknowledge, represent, warrant and agree, to and with the Corporation as
  follows:

	 	a. 	The Option Shares I am purchasing are being acquired for
      my own account for investment purposes only and no other person (except,
      if I am married, my spouse) will own any interest therein.

	 	 	 
	 	b. 	I will not sell or dispose of my Option Shares in
      violation of the Securities Act of 1933, as amended, or any other
      applicable securities law.

	 	 	 
	 	c. 	I will report all sales of Option Shares to the
      Corporation in writing on a form prescribed by the Corporation.

	 	 	 
	 	d. 	I understand that the Corporation may be required to pay
      withholding tax to government taxing authorities on the exercise of my
      Option, and that if required, I will pay the amount of any withholding tax
      to the Corporation along with the exercise price of the Option.

	 	 	 
	 	e. 	I agree that the Corporation may, without liability for
      its good faith actions, place legend restrictions upon any certificates
      representing my Option Shares and issue “stop transfer” instructions
      requiring compliance with applicable securities laws and the terms of my
      Stock Option Agreement, if required by applicable law.

	 	 	 
	 	f. 	I may be required to execute and deliver to the
      Corporation certain documents that may be required under the laws of
      Canada, the United States, state blue sky laws, or by other securities
      laws, regulations or appropriate regulatory
      agencies.



     The number of Option Shares specified
  above are to be issued in the following registration:

	 	 	 
	 	 	Date 
	 	 	 
	 	 	 
	(Print Your Full Name) 	 	Signature 
	 	 	 
	 	 	 
	(Optional -Print Full Name 	 	 
	of Spouse if you wish joint 	 	 
	registration.) 	 	Address 


B-1