EXHIBIT 10.2

                       AMENDMENT TO PLAN OF REORGANIZATION
                          AND SHARE EXCHANGE AGREEMENT
                               DATED JUNE 17, 2011
                   BY AND BETWEEN RED MOUNTAIN RESOURCES, INC.
                           AND BLACK ROCK CAPITAL, LLC
                       AND BLACK ROCK CAPITAL SHAREHOLDERS

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                       Amendment to Plan of Reorganization
                          and Share Exchange Agreement
                               Dated June 17, 2011
                   By and between Red Mountain Resources, Inc.
                           and Black Rock Capital, LLC
                      and Black Rock Capital shareholders.

     For and in consideration of mutual benefits,  detriments, and promises, the
adequacy of which is hereby acknowledged, Red Mountain Resources, Inc. and Black
Rock Capital,  Inc. (formerly LLC) and Black Rock shareholders  hereby amend the
plan of Reorganization and Share Exchange Agreement as follows:

     1)   The closing date is extended to June 20, 2011.

     2)   The Bank of  Lonoke  - Black  Rock's  loan  holder  has  made  certain
          additional  requirements to the assumption of the loan by Red Mountain
          - i.e.

          a.   Alan Barksdale must be CEO during term of the loan

          b.   Black Rock  Capital,  Inc.'s 1,000 common  shares (100%) shall be
               pledged as collateral  for the loan,  by Red Mountain  Resources,
               Inc. to Bank of Lonoke

          c.   Black Rock  Capital's  assets  shall  remain  held in the name of
               Black Rock Capital, Inc. during term of loan

          d.   Red Mountain and Black Rock shall  jointly sign a new note to the
               Bank  of  Lonoke  to  replace   the  loan  to  Bamco,   LLC,   in
               receivership, in the amount of approximately $2,800,000, which is
               currently in default, and the Bank will assign the defaulted note
               to Red Mountain Resources, Inc.

     3)   Red Mountain Resources, Inc. has agreed to the additional requirements
          of the Bank of Lonoke,  and so modifies the Plan of Reorganization and
          Share Exchange  Agreement,  provided Black Rock Capital,  Inc. and its
          shareholders perform as follows:

          a)   Shareholders  of Black  Rock  Capital,  Inc.  agree  to  Pledge 2
               million common shares of Red Mountain Resources,  Inc., which are
               being  issued at  closing,  to secure the Black Rock Loan and the
               replacement note for Bamco, LLC to the Bank of Lonoke, and in the
               event that such loan has not been paid, nor assets of Bamco,  LLC
               acquired by Red Mountain  Resources,  Inc. within 9 months of the
               closing,  then such pledged  shares may be either  liquidated  or
               retired to Red Mountain, at its option.


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     4)   All  Agreements  herein are  subject to final Bank loan  documentation
          approval by the Board.

     5)   All other terms shall remain the same.


Date ____________________

Red Mountain                                Black Rock Capital, Inc.

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                                     Shareholders

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