ENGAGEMENT
LETTER

    INTERIM
CFO

     

    January
7, 2010

     

      
        

      

    

     

    Mr. Luis
Saenz

    Interim
Chief Executive Officer

    Li3
Energy Inc.

    Lima,
Peru

    


    Dear Mr.
Saenz:

    


    To
reflect our recent discussions, Marin Management Services, LLC (“MMS”) is
pleased to provide Li3 Energy, Inc. (“Li3 Energy”) with this Interim CFO
Engagement Letter (the “Engagement Letter”) describing Interim CFO Services for
the period beginning December 1, 2009 and continuing until Li3 Energy decides to
terminate this Engagement Letter.

    


    MMS will
make Eric E. Marin available to conduct the Interim CFO Services described
herein, which include activities to address any requests provided by Li3 Energy,
SEC filing reviews and approvals, accounting process and procedure creation, and
internal control process development.

    


    Interim
CFO Services shall specifically include, but shall not be limited to, reviewing
Li3 Energy’s quarterly and annual reports on Form 10-Q and Form 10-K,
respectively, prior to the filing of such reports with the SEC and the signing
of such reports and related certifications in the capacity as interim CFO and
interim principal financial officer.

    


    Interim
CFO Services will be executed on a Time and Materials basis at the discounted
rate of $200 U.S. an hour plus any applicable expenses. Invoices will be
submitted on a monthly basis and will be due within 15 days.

    


    Interim
CFO Services shall be performed primarily at the MMS offices located in Houston,
Texas.  The parties acknowledge, however, that Mr. Marin may be
required to travel in connection with the performance of his duties
hereunder.

     

    
      
         

      

      
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    The
parties intend and acknowledge that Mr. Marin is acting as an independent
contractor and not as an employee of Li3 Energy. Further and for the duration of
the period that MMS or Mr. Marin provides services under this Engagement Letter,
Mr. Marin will be recognized as an insured person as defined in Li3 Energy’s
liability insurance policy that covers directors and officers.

     

    Mr. Marin
shall have full discretion in determining the amount of time and activity to be
devoted to rendering the services contemplated under this Engagement Letter and
the level of compensation to MMS or Mr. Marin is not dependent upon any
preordained time commitment or level of activity.

    


    Li3
Energy acknowledges that MMS and Mr. Marin shall remain free to accept other
consulting engagements of a like nature to the engagement under this Engagement
Letter. Nothing in this engagement Letter shall be construed to create any
partnership, joint venture or similar arrangement between Li3 Energy and MMS or
Mr. Marin or to render either party responsible for any debts or liabilities of
the other.

    


    Mr.
Marin’s obligations under this engagement letter are personal in nature and may
not be assigned by Mr. Marin to any other person or entity.

    


    Mr. Marin
understands that Li3 Energy and/or its affiliates from time to time, may impart
to him confidential information, whether such information is written, oral or
graphic (the “Confidential Information”).  Such Confidential
Information includes, without limitation, internal financial information of the
Company or its affiliates.  Mr. Marin hereby acknowledges Li3 Energy’s
exclusive ownership of such Confidential Information and agrees: (1) only to use
the Confidential Information to provide services to Li3 Energy and its
affiliates; (2) only to communicate the Confidential Information to fellow
employees, agents and representatives on a need-to-know basis; and (3) not to
otherwise disclose or use any Confidential Information, except as may be
required by law or otherwise authorized by Li3 Energy. Upon demand by Li3 Energy
or upon termination of Mr. Marin’s contractual relationship with Li3 Energy, Mr.
Marin will deliver to Li3 Energy all manuals, photographs, recordings and any
other documents containing Confidential Information, which are in Mr. Marin’s
possession, custody or control.

     

    Li3
Energy shall not be responsible for any withholding in respect of taxes or any
other deductions in respect of the fees to be paid to MMS and Mr. Marin and all
such amounts shall be paid without any deduction or withholding.

     

    
      
         

      

      
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    Please do
not hesitate to contact me should you have any questions or comments regarding
this Engagement Letter.

    


    We look
forward to continuing our relationship and thank you again for your confidence
in us.

     

    Sincerely,

    


    /s/ Eric
E. Marin

    


    Eric E.
Marin

    President
& CEO

    Marin
Management Services

    


    Please
signify your understanding and acceptance of this Engagement Letter by executing
below.

    


    
      
        
          	
                  Name:

                	
                  Luis
      Saenz

                	 
      
	 
      	 
      	 
      
	
                  Title:

                	
                  Interim
      CEO

                	 
      
	 
      	 
      	 
      
	
                  Company
      Name:

                	
                  Li3
      Energy, Inc.

                	 
      
	 
      	 
      	 
      
	
                  Date:

                	
                  13/01/10

                	 
      
	 
      	 
      	 
      
	
                  Signature:

                	
                  /s/ Luis Saenz

                	 
      


        

      

    

     

    
      
         

      

      
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