Abstract. Mathematics learning achievement is closely related to the learning process. A good learning process, will give certainly result as well as in a good learning achievement. Learning model is one of the factors supporting the success of the learning process. Interactive and innovative learning model will be able to produce optimal learning achievement. Many models of learning have been developed in this millennium era, one of model is the cooperative learning model. However, not all learning models are appropriate for all types of materials. In mathematics, a learning model can guide students to be able to discover a particular material concept desirability for themselves. The learning model which is suitable with mathematics learning is one of the learning cycle learning model 7E (LC7E). LC7E is a student-centered learning model and consists of 7 stages ranging from Elicit, Engage, Explore, Explain, Elaborate, Evaluate, and Extend. From the seven stages in the syntax of the LC7E learning model, there are some disadvantages that must be corrected to fit the demands of learning in the 2013 curriculum. Improvements can be done to provide a Brain Based Learning approach (BBL) that has similar characteristics to the LC7E model. BBL is an approach that priorities brain performance which consists of: (1) pre-exposure stage, (2) preparation, (3) initiation, (4) elaboration, (5) incubation and inserting memory; (6) verification and checking of beliefs , (7) celebration and integration. This study aims to develop the model of LC7E learning model with the BBL approach. This research is a Research & Development (R&D) research with ADDIE procedure (analysis, design, development, implementation, and evaluation). The conclusion is the LC7E-BBL learning model consists of: (1) pre-exposure, (2) elicit, (3) preparation stage, (3) engage, (4) explore, (5) explain, (6) elaborate (7) incubation and memory insertion, (8) confidence verification and checking, (9) extend, (10) evaluate, (11) celebration and integration. This LC7E-BBL model provides a better learning achievement than the LC7E learning model.