Exhibit 10.1

                               AMENDMENT NO. 1 TO
                          REGISTRATION RIGHTS AGREEMENT

     This AMENDMENT NO. 1 (this "AMENDMENT") to that certain Registration Rights
Agreement,  dated as of February 18, 2014 (the  "AGREEMENT  ), between  TUNGSTEN
CORP., a Nevada corporation (the "COMPANY"),  and HANOVER HOLDINGS I, LLC, a New
York limited liability company (the "INVESTOR"),  is entered into as of April 7,
2014 (the  "AMENDMENT  DATE").  Capitalized  terms not otherwise  defined herein
shall have the meaning set forth in the Agreement.

                                    RECITALS

     WHEREAS,  Section 10 of the  Agreement  provides  that the Agreement may be
amended by a written instrument signed by the Company and the Investor, provided
that the  Agreement  may not be amended by the  parties  from and after the date
that  is one  Trading  Day  immediately  preceding  the  initial  filing  of the
Registration Statement with the SEC;

     WHEREAS, the Company has not filed the Registration  Statement with the SEC
and shall not file the  Registration  Statement  with the SEC until at least one
Trading Day has elapsed after the Amendment  Date in accordance  with Section 10
of the Agreement; and

     WHEREAS,  the Company and the Investor now desire to amend the Agreement as
set forth herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual promises,  representations,
warranties,  covenants  and  conditions  set  forth  in the  Agreement  and this
Amendment,  the receipt and  sufficiency  of which is hereby  acknowledged,  the
parties hereto hereby agree as follows:

     1. AMENDMENT OF SECTION 2(A).  Effective as of the Amendment Date,  Section
2(a) of the Agreement shall be amended and replaced with the following:

     "(a)  Mandatory  Registration.  The Company  shall  prepare and, as soon as
     practicable,  but in no event later than the Filing Deadline, file with the
     SEC an  initial  Registration  Statement  on Form S-1,  or such  other form
     reasonably  acceptable  to the  Investor  and Legal  Counsel,  covering the
     resale by the  Investor of  Registrable  Securities  in an amount  equal to
     21,338,254  shares of Common  Stock,  2,065,177  of which  shares of Common
     Stock shall be registered as Initial Commitment Shares,  3,750,000 of which
     shares of Common Stock shall be registered as Additional Commitment Shares,
     and  9,600,000  of which  shares of Common  Stock  shall be  registered  as
     Shares.  Such  initial  Registration  Statement  shall  contain  (except if
     otherwise directed by the Investor) the "Selling  Stockholder" and "Plan of
     Distribution" sections in substantially the form attached hereto as Exhibit
     B. The Company shall use its commercially  reasonable  efforts to have such
     initial  Registration  Statement,  and each  other  Registration  Statement

     required to be filed  pursuant to the terms hereof,  declared  effective by
     the SEC as soon as  practicable,  but in no event later than the applicable
     Effectiveness Deadline."

     2.  CONTINUING  EFFECT OF AGREEMENT.  Except as expressly set forth in this
Amendment,  all other  provisions  of the  Agreement  remain  in full  force and
effect.

     3.  GOVERNING  LAW.  This  Amendment  shall be governed by and construed in
accordance with the internal  procedure and substantive laws of the State of New
York, without giving effect to the choice of law provisions of such state.

     4.  COUNTERPARTS.  This Amendment may be executed in  counterparts,  all of
which taken  together  shall  constitute  one and the same  original and binding
instrument and shall become effective when all counterparts  have been signed by
each party and delivered to the other parties hereto,  it being  understood that
all parties hereto need not sign the same counterpart.




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     IN WITNESS WHEREOF,  the parties hereto have caused this AMENDMENT NO. 1 TO
THE AGREEMENT to be executed and delivered as of the Amendment Date.

                                        TUNGSTEN CORP.


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:



                                        HANOVER HOLDINGS I, LLC, a New York
                                        limited liability company


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

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