Lithium Exploration Group, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com







	LITHIUM EXPLORATION GROUP LTD. 
	3200 N. Hayden Road, Suite 235, Scottsdale, Arizona 85251
    
	 


December 31, 2012

First Lithium Resources Inc.

Dear Sir:

Re: Amendment to Option Payment

On December 16, 2010, Lithium Exploration Group Ltd., (the
“Company”) entered into an assignment agreement with Lithium Exploration VIII
Ltd., a Nevada company, in regards to the acquisition of an option interest in a
prospective Lithium property in the Province of Alberta, Canada. First Lithium
Resources Inc. and Lithium Exploration VIII had entered into an option agreement
dated October 6, 2010, in regards to an option interest in certain mineral
permits in Alberta, Canada, which option agreement and interest have been
assigned to the Company.

1.     
Amendment

As part of the original agreement the Company is required to
make a payment of $100,000 to Lithium Exploration VIII Ltd., on January 1, 2013
in order to keep their option in good standing.

The parties hereby agree to amend the original payment
requirement of $100,000 on January 1, 2013 and replace it with the following
payments:

	$20,000 on January 1, 2013 by check or wire; and
  
	$80,000 on January 1, 2013 by a 15% one year promissory note in the form
  attached as Exhibit A. 


2.      Binding
Nature

This Letter Agreement is intended by the Parties to constitute
an offer and acceptance of all provisions hereof and shall be fully binding upon
the Parties upon execution of this Letter Agreement. 

3.      Acceptance of Fax
or Email/Counterparts

The exchange of copies of this and of signature pages by
facsimile or PDF transmission shall constitute effective execution and delivery
of this Letter Agreement as to the Parties hereto and may be used in lieu of the
original Letter Agreement for all purposes. This Letter Agreement may be
executed in any number of counterparts and signatures of the Parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures
for all purposes.

As time is of the essence, please indicate your agreement with
this Letter Agreement by signing and returning on copy to the Company.

Yours very truly,

LITHIUM EXPLORATION GROUP LTD.

By:
_________________________
       Authorized
Signatory

Agreed and accepted this 31st day of December,
2012.

FIRST LITHIUM RESOURCES CORP.

By:
_________________________
       Authorized
Signatory




Page | 2

EXHIBIT A

PROMISSORY NOTE

	US$80,000 	December 31, 2012 


     FOR VALUE RECEIVED, the
undersigned, LITHIUM EXPLORATION GROUP LTD. (“Maker”), hereby promises to
pay to the order of FIRST LITHIUM RESOURCES INC., or any successor holder of
this Note (“Holder”), the principal sum of U.S. Eighty Thousand Dollars
(US$80,000). 

     1. Option Agreement. The
Maker and Holder acknowledge and agree that: (i) the principal sum is being
provided to the Holder in partial satisfaction of Maker’s obligations under an
option agreement between the Holder and Lithium Exploration VIII Ltd., which has
been assigned to the Maker. 

     2. Maturity Date. All
outstanding principal shall be due and payable on the earlier of December 31,
2013 or the occurrence of an Event of Default (the “Maturity Date”). An
“Event of Default” shall be deemed to have occurred under this Promissory Note
upon the filing of a petition in bankruptcy by or against Maker.

     3. Accrual of Interest.
This note will be interest free until March 31, 2013. After this date, interest
will accrue on the principal balance then in arrears at the rate of 15% per
annum (calculated on the basis of a year of 365 days). Such interest shall be
calculated and accrue daily without compounding. RD

     4. Payment. No payments
shall be payable under this Note until the Maturity Date.

     5. Prepayments; Application of
Payments. This Note may be prepaid in whole or in part at any time without
notice to Holder. All payments after the Maturity Date shall be applied first to
any accrued interest, and second to principal.

     6. Miscellany. Maker and
any endorsers and guarantors of this Note waive presentment, protest, notice of
protest, dishonor, notice of dishonor, and all other procedural prerequisites to
enforcement of this Note to the maximum extent permitted by law. This Note shall
be governed by the laws of the State of Arizona. Maker and Holder (by its
acceptance of this Note) hereby consent to exclusive jurisdiction and venue in
the state or federal courts located in the, State of Arizona, with respect to
any disputes or other matters arising under or related to this Note.

LITHIUM EXPLORATION GROUP LTD.

By:
_________________________
       Authorized
Signatory

FIRST LITHIUM RESOURCES CORP.

By:
_________________________
       Authorized
Signatory