Exhibit
      10.1

    Guerra
      Employment Agreement

    


    EMPLOYMENT
      AGREEMENT

    


    EMPLOYMENT
      AGREEMENT, dated as of October 23, 2007 (this “Agreement”), between THORIUM
      POWER, LTD., a Nevada corporation (the “Company”), and JAMES GUERRA, an
      individual (the “Executive”).

    


    BACKGROUND

    


    The
      Company wishes to secure the services of the Executive as the Chief Financial
      Officer and Treasurer, Executive Vice President for the Company upon the terms
      and conditions hereinafter set forth, and the Executive wishes to render such
      services to the Company upon the terms and conditions hereinafter set forth.
      

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      adequacy of which are hereby acknowledged, the parties hereto, intending to
      be
      legally bound, agree as follows:

     

    1. Employment
      by the Company.
      The
      Company agrees to employ the Executive in the position of Chief Financial
      Officer and Treasurer, Executive Vice President for the Company and the
      Executive accepts such employment. The Executives’ responsibilities as Chief
      Financial Officer and Treasurer, Executive Vice President will include, but
      are
      not limited to, responsibility for financial reporting, budgeting, financial
      analysis, auditing, accounting and investor relations functions of the Company,
      and other duties as assigned. The Executive will report to the Company’s Chief
      Operating Officer. The Executive agrees to perform the duties that may be
      assigned to him consistent with his position, qualifications and experience,
      as
      well as other duties that are customarily performed in such a position(s) of
      a
      similar company. 

     

    2. Term
      of Employment.
      The
      term of this Employment Agreement (the “Term”) shall commence on October 29,
      2007 and end when terminated by either party as provided in Section 4 hereof
      (provided that the provisions of Sections 6 and 7 hereof shall survive any
      such
      termination). 

     

    3. Compensation.
      As full
      compensation for all services to be rendered by the Executive to the Company
      and/or its Subsidiaries and/or Affiliates in all capacities during the Term,
      the
      Executive shall receive the following compensation and benefits:

    


    3.1 Salary.
      An
      annual base salary of $210,000 (the “Base Salary”) payable not less frequently
      than monthly or at more frequent intervals in accordance with the then customary
      payroll practices of the Company. The Board of Directors of the Company shall
      review the Executive’s performance on an annual basis and shall determine
      increases (but not decreases) to the Executive’s Base Salary as the Board of
      Directors of the Company in its sole discretion deems appropriate. 

    


    3.2 Bonus.
      The
      Executive will be eligible to receive an annual bonus of up to 50% of Base
      Salary. Whether a bonus is granted, and the amount of such bonus, lies within
      the sole discretion of the Board of Directors, which will consider, among other
      things, the Executive meeting his individual performance goals and the Company
      meeting its corporate profit goals. The bonus, if any, will not be distributed
      until after the audited results for the fiscal year are reported and is not
      deemed to be earned until paid. The Executive must be employed by the Company
      on
      the day a bonus is actually paid to be eligible to receive it. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.3 Relocation
      Expenses.
      The
      Executive shall receive reimbursement of up to $40,000 for relocation expenses
      incurred during the first six months of the Executive’s employment. At the end
      of the three month period, or earlier at the request of the Executive, the
      Company will pay to the Executive an amount equal to the difference between
      the
      total reimbursed relocation expenses and $40,000.

    


    3.4 Equity
      Participation.
      

    


    
      	 	
              a)

            	
              The
                Company shall, upon effective date of this Agreement, grant to the
                Executive one million (1,000,000) shares of the Company’s Common Stock.
                The 1,000,000 shares shall vest in accordance with the provisions
                of a
                separate Stock Agreement which shall be entered into between the
                Executive
                and the Company on or about the date hereof and which shall provide
                for
                vesting in equal monthly installments over a three year term
                (1/36th
                of
                the grant vesting each month) with accelerated vesting upon (i) a
                Change
                of Control (as defined below), (ii) termination of the Executive
                by the
                Company without Cause (as defined below), or (iii) the cessation
                of the
                Executive’s employment with the Company for Good Reason (as defined
                below). No portion of the stock or rights granted hereunder may be
                sold,
                transferred, assigned, pledged or otherwise encumbered or disposed
                of by
                the Executive until such portion of the stock becomes vested. With
                respect
                to vested shares, the Executive shall not have any right to receive
                a cash
                out or liquidation of such shares from the Company, unless specifically
                agreed to in writing by the Company, in its sole
                discretion.

            


    

    


    
      	 	
              b)

            	
              The
                Executive shall be eligible to participate in the Company’s 2007 Stock
                Plan (the “Plan”). The Executive shall, upon effective date of this
                Agreement, be granted options to acquire 1,000,000 shares of Common
                Stock,
                $0.001 par value, of the Company pursuant to the Plan. Such options
                shall
                vest and become exercisable in accordance with the provisions of
                a
                separate Stock Option Agreement which shall be entered into between
                the
                Executive and the Company on or about the date hereof and which shall
                provide (a) that the options are intended to be nonqualified stock
                options, (b) an exercise price equal to the fair market value of
                the
                Company’s Common Stock on the date of grant, (c) for vesting in equal
                monthly installments over a four year term beginning on the six month
                anniversary of the date of grant (provided that 6/48 of the option
                will
                vest on such six month anniversary) with accelerated vesting upon
                (i) a
                Change of Control (as defined below), (ii) termination of the Executive
                by
                the Company without Cause (as defined below), or (iii) the cessation
                of
                the Executive’s employment with the Company for Good Reason (as defined
                below), and (d) for a ten year term. With respect to vested options,
                the Executive shall not have any right to receive a cash-out or
                liquidation of such options from the Company, unless specifically
                agreed
                to in writing by the Company, in its sole
                discretion.

            


    

    


    3.5 Participation
      in Employee Benefit Plans; Other Benefits.
      The
      Executive shall be permitted during the Term to participate in all employee
      benefit plans, policies and practices now or hereafter maintained by or on
      behalf of the Company commensurate with the Executive’s position with the
      Company. Such benefit plans may include a group health and dental program,
      group
      life insurance, short and long term disability insurance, and 401(k) plan.
      The
      Executive shall receive paid vacation (4 weeks accrued pro rata on a per pay
      period basis), paid sick leave (6 paid days per year accruing on a pro rata
      basis on the first day of each quarter - January 1, April 1, July 1, and October
      1), paid holidays and, upon request and when required by applicable laws or
      with
      the consent of the CEO, unpaid leave. The Company reserves the right in its
      sole
      discretion from time to time to prospectively modify, add or delete any such
      plans or programs, and any decisions by the Company to do so shall not create
      any right of compensation for the Executive..

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.6 Vacation.
      The
      Executive shall be entitled to four (4) weeks of paid vacation time per year
      which shall accrue per pay period on a pro-rata basis. 

    


    3.7 Expenses.
      The
      Company shall pay or reimburse the Executive for all reasonable and necessary
      business expenses actually incurred or paid by the Executive during the Term
      in
      the performance of the Executive’s duties under this Agreement, upon submission
      and approval of expense statements, vouchers or other supporting information
      in
      accordance with the then customary practices of the Company. However, for
      avoidance of doubt, the Executive shall not be entitled to reimbursement for
      any
      attorney fees or costs associated with obtaining independent legal advice or
      assistance related to the review, evaluation, interpretation or enforcement
      of
      this agreement, except for the reimbursement of any expenses incurred in
      establishing a right to indemnification under this Agreement. 

    


    3.8 Withholding
      of Taxes.
      The
      Company may withhold from any benefits payable under this Agreement all federal,
      state, city and other taxes as shall be required pursuant to any law or
      governmental regulation or ruling.

    


    4.    Termination.

    


    4.1 Termination
      upon Death.
      If the
      Executive dies during the Term, this Agreement shall terminate as of the date
      of
      his death.

    


    4.2 Termination
      upon Disability.
      If
      during the Term the Executive becomes physically or mentally disabled, whether
      totally or partially, so that the Executive is unable to perform his essential
      job functions hereunder for a period aggregating 180 days during any
      twelve-month period, and it is determined by a physician acceptable to both
      the
      Company and the Executive that, by reason of such physical or mental disability,
      the Executive shall be unable to perform the essential job functions required
      of
      him hereunder for such period or periods, the Company may, by written notice
      to
      the Executive, terminate this Agreement, in which event the Term shall terminate
      10 days after the date upon which the Company shall have given notice to the
      Executive of its intention to terminate this Agreement because of the
      disability. 

    


    4.3  Termination
      for Cause.
      The
      Company may at any time by written notice to the Executive terminate this
      Agreement immediately and, except as provided in Section 5.2 hereof, the
      Executive shall have no right to receive any compensation or benefit hereunder
      on and after the date of such notice, in the event that an event of “Cause”
occurs. For purposes of this Agreement “Cause” shall mean (a) conviction of a
      felony, bad faith or willful gross misconduct that, in any case, results in
      material damage to the business or reputation of the Company; or (b) willful
      and
      continued failure to perform his duties hereunder (other than such failure
      resulting from the Executive’s incapacity due to physical or mental illness or
      after the issuance of a notice of termination by the Executive for Good Reason)
      within 30 days after the Company delivers to him a written demand for
      performance that specifically describes in reasonable detail the basis of the
      notice and identifies the actions to be performed. For purposes of this Section
      4.3, no act or failure to act by the Executive shall be considered “willful” if
      such act is done by the Executive in the good faith belief that such act is
      or
      was to be beneficial to the Company or one or more of its businesses, or such
      failure to act is due to the Executive’s good faith belief that such action
      would be materially harmful to the Company or one of its businesses. Cause
      shall
      not exist unless and until the Company has delivered to the Executive a copy
      of
      a resolution duly adopted by the board of directors at a meeting of the board
      of
      directors of the Company called and held for such purpose after reasonable
      (but
      in no event less than thirty days’) notice to the Executive and an opportunity
      for the Executive, together with his counsel, to be heard before the board,
      finding that in the good faith opinion of the board that “Cause” exists and
      specifying the particulars thereof in detail. This Section 4.3 shall not prevent
      the Executive from challenging in any court of competent jurisdiction the board
      of directors’ determination that Cause exists or that the Executive has failed
      to cure any act (or failure to act) that purportedly formed the basis for the
      board of directors’ determination. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.4 Termination
      without Cause.
      The
      Company may terminate this Employment Agreement at any time, without cause,
      upon
      30 days’ written notice by the Company to the Executive.

    


    4.5 Termination
      for Good Reason.
      The
      Executive may terminate his employment for Good Reason after giving the Company
      detailed written notice thereof, if the Company shall have failed to cure the
      event or circumstance constituting Good Reason within 30 business days after
      receiving such notice. “Good Reason” shall mean the occurrence of any of the
      following without the written consent of the Executive: (a) the assignment
      to
      the Executive of duties inconsistent with this Agreement or a diminution in
      his
      titles or authority; (b) any failure by the Company to comply with Section
      3
      hereof in any material way; (c) the requirement of the Executive to relocate
      to
      a location that is more than 50 miles from the Executive’s work location on the
      effective date of this Agreement (8300 Greensboro Drive, Suite 800, McLean,
      VA
      22102), (d) any material breach of this Agreement by the Company, or (e) a
      “Change of Control”. For purposes of this Agreement, a “Change of Control” shall
      be deemed to have occurred if (i) a tender offer shall be made and consummated
      for the ownership of more than 50% of the outstanding voting securities of
      the
      Company, (ii) the Company shall be merged or consolidated with another
      corporation or entity and as a result of such merger or consolidation less
      than
      50% of the outstanding voting securities of the surviving or resulting
      corporation or entity shall be owned in the aggregate by former shareholders
      of
      the Company, as the same shall have existing immediately prior to such merger
      or
      consolidation, (iii) the Company shall sell, lease, or otherwise dispose of,
      all
      or substantially all of its assets to another corporation or entity which is
      not
      a wholly-owned subsidiary, or (iv) a person, within the meaning of Section
      3(a)(9) or Section 13(d)(3) (as in effect on the date hereof) of the Securities
      Exchange Act of 1934 shall acquire more than 50% of the outstanding voting
      securities of the Company (whether directly, indirectly, beneficially, or of
      record). The Executive’s right to terminate his employment hereunder for Good
      Reason shall not be affected by his incapacity due to physical or mental
      illness. The Executive’s continued employment shall not constitute consent to,
      or a waiver of rights with respect to, any act or failure to act constituting
      Good Reason. 

     

    4.6 Without
      Good Reason.
      The
      Executive shall have the right to terminate his employment hereunder without
      Good Reason by providing the Company with 30 days advance written notice of
      termination. 

    


    5.    Severance
      Payments

    


    5.1 Certain
      Severance Payments.
      If
      during the Term this Agreement is terminated pursuant to any of Sections 4.1,
      4.2, 4.4 or 4.5, all compensation payable to the Executive under Section 3
      hereof shall cease as of the date of termination specified in the Company’s
      notice (the “Termination Date”), and the Company shall pay to the Executive,
      subject to Section 6 hereof, the following sums: (i) during the first year
      of
      employment, the Base Salary on the Termination Date for nine (9) months (the
      “Severance Period”), payable in installments in accordance with the Company’s
      normal payroll practices; after the first year of employment, the severance
      payments shall be the Base Salary on the Termination Date for twelve (12)
      months, payable in installments in accordance with the Company’s normal payroll
      practices; (ii) benefits under group health, dental and life insurance plans
      and
      such other plans referred to in Section 3.2 that the Executive has participated
      in and may continue to participate in as a non-employee through the Severance
      Period including his right to continued health benefits as provided under COBRA;
      and (iii) all previously earned, accrued, and unpaid benefits from the Company
      and its employee benefit plans, including any such benefits under the Company’s
      pension, disability, and life insurance plans, policies, and programs in which
      the Executive has participated. If, prior to the date on which the Company’s
      obligations under clause (i) of this Section 5.1 cease, the Executive violates
      Section 6 hereof, then the Company shall have no obligation to make any of
      the
      payments that remain payable by the Company under clauses (i) and (ii) of this
      Section 5.1 on or after the date of such violation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, if, based on Internal Revenue Service guidance available as
      of
      the date the payment or provision of any amount or other benefit is specified
      to
      be made under this Agreement or elsewhere, the Company reasonably determines
      that the payment or provision of such amount or other benefit at such specified
      time may potentially subject the Executive to “additional tax” under Section
      409A(a)(1)(B) of the Code (together with any interest or penalties imposed
      with
      respect to, or in connection with, such tax, a “409A Tax”) with respect to the
      payment of such amount or the provision of such benefit, and if payment or
      provision thereof at a later date would likely avoid any such 409A Tax, then
      the
      payment or provision thereof shall be postponed to the earliest business day
      on
      which the Company reasonably determines such amount or benefit can be paid
      or
      provided without incurring any such 409A Tax, but in no event later than the
      first business day after the six-month anniversary of the Executive’s
      termination date (the “Delayed Payment Date”). In addition, if the Company
      reasonably determines that such 409A Tax with respect to the provision of a
      benefit can likely be avoided by replacing the benefit with the payment of
      an
      amount in cash equal to the cost of a substantially equivalent benefit then,
      in
      lieu of providing such benefit, the Company may make such cash payment, subject
      to the preceding sentence. The Company and the Executive may agree to take
      other
      actions to avoid the imposition of such 409A Tax at such time and in such manner
      as permitted under Section 409A. In the event that a delay of any payment is
      required under this provision, such payment shall be accumulated and paid in
      a
      single lump sum on the Delayed Payment Date together with interest for the
      period of delay, compounded monthly, equal to the prime or base lending rate
      then used by CitiBank, N.A., in New York City and in effect as of the date
      the
      payment would otherwise have been provided.

    


    5.2 Payments
      upon Termination for Cause or Termination without Good Reason.
      If this
      Employment Agreement is terminated by the Company pursuant to Section 4.3 hereof
      or by the Executive pursuant to Section 4.6 hereof, the Executive shall receive
      only the amounts specified in clause (iii) of Section 5.1 hereof.

    


    5.3 Release.
      Executive agrees, if his employment is terminated under circumstances entitling
      him to any payments under Section 5.1 of this Agreement, that in consideration
      for such payments as described in Section 5.1, he will execute a General Release
      in substantially the form of Exhibit A attached hereto, through which Executive
      releases the Company from any and all claims as may relate to or arise out
      of
      his employment relationship or the termination thereof (excluding claims
      Executive may have under any “employee pension plan” as described in Section
      3(3) of ERISA or under this Agreement, and rights Executive may be entitled
      to
      under surviving Sections 6 and 7 hereof). The form of the Release may be
      modified as needed to reflect changes in the applicable law or regulations
      that
      are needed to provide a legally enforceable and binding Release to the Company
      at the time of execution.

    


    6.    Certain
      Covenants of the Executive.

    


    6.1 Covenants.
      The
      Executive acknowledges that: (i) his work for the Company and its Subsidiaries
      and Affiliates, will bring him into close contact with many confidential
      affairs, documents, and information not readily available to the public; and
      (ii) the covenants contained in this Section 6 will not involve a substantial
      hardship upon his future livelihood. In order to induce the Company to enter
      into this Employment Agreement, the Executive covenants and agrees
      that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Non-Compete.
      During
      the Term and for a period of twelve (12) months following the termination of
      the
      Executive’s employment with the Company or any of its Subsidiaries or Affiliates
      (the “Restricted Period”), the Executive shall not, directly or indirectly, (i)
      in any manner whatsoever engage in any capacity with any business competitive
      with the Company, any of its Subsidiaries or any of its Affiliates (the
“Company’s Business”) for the Executive’s own benefit or for the benefit of any
      person or entity other than the Company or any Subsidiary or Affiliate; or
      (ii)
      have any interest as owner, sole proprietor, shareholder, partner, lender,
      director, officer, manager, employee, consultant, agent or otherwise in any
      business competitive with the Company’s Business; provided,
      however,
      that
      the Executive may hold, directly or indirectly, solely as an investment, not
      more than two percent (2%) of the outstanding securities of any person or entity
      which are listed on any national securities exchange or regularly traded in
      the
      over-the-counter market notwithstanding the fact that such person or entity
      is
      engaged in a business competitive with the Company’s Business. In addition,
      during the Restricted Period, the Executive shall not develop any property
      or
      invention for use in the Company’s Business on behalf of any person or entity
      other than the Company, its Subsidiaries and Affiliates.

    


    6.3 Confidential
      Information.
      During
      the Restricted Period, the Executive shall not, directly or indirectly, disclose
      to any person or entity who is not authorized by the Company or any Subsidiary
      or Affiliate to receive such information, or use or appropriate for his own
      benefit or for the benefit of any person or entity other than the Company or
      any
      Subsidiary or Affiliate, any documents or other papers relating to the Company’s
      Business or the customers of the Company or any Subsidiary or Affiliate,
      including, without limitation, files, business relationships and accounts,
      pricing policies, customer lists, computer software and hardware, or any other
      materials relating to the Company’s Business or the customers of the Company or
      any Subsidiary or Affiliate or any trade secrets or confidential information,
      including, without limitation, any business or operational methods, drawings,
      sketches, designs or product concepts, know-how, marketing plans or strategies,
      product development techniques or plans, business acquisition plans, financial
      or other performance data, personnel and other policies of the Company or any
      Subsidiary or Affiliate, whether generated by the Executive or by any other
      person, except as required in the course of performing his duties hereunder
      or
      with the express written consent of the Company; provided,
      however,
      that
      the confidential information shall not include any information readily
      ascertainable from public or published information, or trade sources (other
      than
      as a direct or indirect result of unauthorized disclosure by the
      Executive).

    


    6.4 Employees
      of and Consultants to the Company.
      During
      the Restricted Period, the Executive shall not, directly or indirectly (other
      than in furtherance of the business of the Company), initiate communications
      with, solicit, persuade, entice, induce or encourage any individual who is
      then
      or who has been within the 12-month period preceding the Executive’s termination
      of employment with the Company, an employee of or consultant to the Company
      or
      any of its Subsidiaries or Affiliates to terminate employment with, or a
      consulting relationship with, the Company or such Subsidiary or Affiliate,
      as
      the case may be, or to become employed by or enter into a contract or other
      agreement with any other person, and the Executive shall not approach any such
      employee or consultant for any such purpose or authorize or knowingly approve
      the taking of any such actions by any other person.

    


    6.5 Solicitation
      of Customers.
      During
      the Restricted Period, the Executive shall not, directly or indirectly, initiate
      communications with, solicit, persuade, entice, induce, encourage (or assist
      in
      connection with any of the foregoing) any person within the Washington DC
      Metropolitan Area who is then or has been within the 12-month period preceding
      the Executive’s termination of employment with the Company a customer or account
      of the Company or its Subsidiaries or Affiliates, or any actual customer leads
      whose identity the Executive learned during the course of his employment with
      the Company, to terminate or to adversely alter its contractual or other
      relationship with the Company or its Subsidiaries or Affiliates.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.6 Rights
      and Remedies Upon Breach.
      If the
      Executive breaches, or threatens to commit a breach of, any of the provisions
      of
      Section 6 hereof (collectively, the “Restrictive Covenants”), the Company and
      its Subsidiaries and Affiliates shall, in addition to the rights set forth
      in
      this Employment Agreement, have the right and remedy to seek from any court
      of
      competent jurisdiction specific performance of the Restrictive Covenants or
      injunctive relief against any act which would violate any of the Restrictive
      Covenants, it being acknowledged and agreed that any such breach or threatened
      breach will cause irreparable injury to the Company and its Subsidiaries and
      Affiliates and that money damages will not provide an adequate remedy to the
      Company and its Subsidiaries and Affiliates.

    


    6.7 Severability
      of Covenants.
      If any
      of the Restrictive Covenants, or any part thereof, is held by a court of
      competent jurisdiction or any foreign, federal, state, county or local
      government or other governmental, regulatory or administrative agency or
      authority to be invalid, void, unenforceable or against public policy for any
      reason, the remainder of the Restrictive Covenants shall remain in full force
      and effect and shall in no way be affected, impaired or invalidated, and such
      court, government, agency or authority shall be empowered to substitute, to
      the
      extent enforceable, provisions similar thereto or other provisions so as to
      provide to the Company and its Subsidiaries and Affiliates, to the fullest
      extent permitted by applicable law, the benefits intended by such
      provisions.

    


    6.8 Enforceability
      in Jurisdictions.
      The
      parties intend to and hereby confer jurisdiction to enforce the Restrictive
      Covenants upon the courts of any jurisdiction within the geographical scope
      of
      such Covenants. If the courts of any one or more of such jurisdictions hold
      the
      Restrictive Covenants wholly invalid or unenforceable by reason of the breadth
      of such scope or otherwise, it is the intention of the parties that such
      determination not bar or in any way affect the Company’s right to the relief
      provided above in the courts of any other jurisdiction within the geographical
      scope of such Restrictive Covenants, as to breaches of such Restrictive
      Covenants in such other respective jurisdictions, such Restrictive Covenants
      as
      they relate to each jurisdiction being, for this purpose, severable into diverse
      and independent covenants.

    


    7.    Indemnification.
      

    


    7.1 General.
      The
      Company agrees that if the Executive is made a party or is threatened to be
      made
      a party to any action, suit or proceeding, whether civil, criminal,
      administrative or investigative (a “Proceeding”), other than a Proceeding
      initiated by the Company or the Executive to enforce their rights under this
      Agreement, by reason of the fact that the Executive is or was a trustee,
      director or officer of the Company, or any predecessor to the Company or any
      of
      their Affiliates or is or was serving at the request of the Company, any
      predecessor to the Company, or any of their affiliates as a trustee, director,
      officer, member, employee or agent of another corporation or a partnership,
      joint venture, limited liability company, trust or other enterprise, including,
      without limitation, service with respect to employee benefit plans, whether
      or
      not the basis of such Proceeding is alleged action in an official capacity
      as a
      trustee, director, officer, member, employee or agent while serving as a
      trustee, director, officer, member, employee or agent, the Executive shall
      be
      indemnified and held harmless by the Company to the fullest extent authorized
      by
      Nevada law, as the same exists or may hereafter be amended, against all Expenses
      incurred or suffered by the Executive in connection therewith, and such
      indemnification shall continue as to the Executive even if the Executive has
      ceased to be an officer, director, trustee or agent, or is no longer employed
      by
      the Company and shall inure to the benefit of his heirs, executors and
      administrators. Notwithstanding the foregoing, the Executive shall not be
      entitled to indemnification by the Company in respect of, and to the extent
      that, any Expenses arising as a result of the bad faith, willful misconduct
      or
      gross negligence of the Executive, or the Executive’s conviction of a felony.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.2 Expenses.
      As used
      in this Agreement, and except as otherwise specifically excluded or made
      inapplicable herein, the term “Expenses” shall include, without limitation,
      damages, losses, judgments, liabilities, fines, penalties, excise taxes,
      settlements, and costs, attorneys’ fees, accountants’ fees, and disbursements
      and costs of attachment or similar bonds, investigations, and any expenses
      of
      establishing a right to indemnification under this Agreement.

     

    7.3 Enforcement.
      If a
      claim or request under this Section 7 is not paid by the Company or on its
      behalf, within thirty (30) days after a written claim or request has been
      received by the Company, the Executive may at any time thereafter bring suit
      against the Company to recover the unpaid amount of the claim or request and
      if
      successful in whole or in part, the Executive shall be entitled to be paid
      also
      the expenses of prosecuting such suit. All obligations for indemnification
      hereunder shall be subject to, and paid in accordance with, applicable Nevada
      law.

    


    7.4 Partial
      Indemnification.
      If the
      Executive is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any Expenses, but not, however, for
      the
      total amount thereof, the Company shall nevertheless indemnify the Executive
      for
      the portion of such Expenses to which the Executive is entitled.

    


    7.5 Advances
      of Expenses.
      Expenses incurred by the Executive in connection with any Proceeding shall
      be
      paid by the Company in advance upon written request of the Executive that the
      Company pay such Expenses, but only in the event that the Executive shall have
      delivered in writing to the Company (i) an undertaking to reimburse the Company
      for Expenses with respect to which the Executive is not entitled to
      indemnification and (ii) a statement of his good faith belief that the standard
      of conduct necessary for indemnification by the Company has been
      met.

    


    7.6 Notice
      of Claim.
      The
      Executive shall promptly give to the Company notice of any claim made against
      him for which indemnification will or could be sought under this Agreement.
      In
      addition, the Executive shall give the Company such information and cooperation
      as it may reasonably require and as shall be within the Executive’s power and at
      such times and places as are convenient for the Executive.

    


    7.7 Defense
      of Claim.
      With
      respect to any Proceeding as to which the Executive notifies the Company of
      the
      commencement thereof:

    


    (a) The
      Company will be entitled to participate therein at its own expense;

    


    (b) Except
      as
      otherwise provided below, to the extent that it may wish, the Company will
      be
      entitled to assume the defense thereof, with counsel reasonably satisfactory
      to
      the Executive, which in the Company’s sole discretion may be regular counsel to
      the Company and may be counsel to other officers and directors of the Company
      or
      any subsidiary. The Executive also shall have the right to employ his own
      counsel in such action, suit or proceeding if he reasonably concludes that
      failure to do so would involve a conflict of interest between the Company and
      the Executive, and under such circumstances the fees and expenses of such
      counsel shall be at the expense of the Company.

    


    (c) The
      Company shall not be liable to indemnify the Executive under this Agreement
      for
      any amounts paid in settlement of any action or claim effected without its
      written consent. The Company shall not settle any action or claim in any manner
      which would impose any penalty that would not be paid directly or indirectly
      by
      the Company or limitation on the Executive without the Executive’s written
      consent. Neither the Company nor the Executive will unreasonably withhold or
      delay their consent to any proposed settlement.

    


    (d) Non-exclusivity.
      The
      right to indemnification and the payment of expenses incurred in defending
      a
      Proceeding in advance of its final disposition conferred in this Section 7
      shall
      not be exclusive of any other right which the Executive may have or hereafter
      may acquire under any statute or certificate of incorporation or by-laws of
      the
      Company or any subsidiary, agreement, vote of shareholders or disinterested
      directors or trustees or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.    Other
      Provisions.

    


    8.1 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and shall be delivered personally, telecopied, telegraphed or
      telexed, or sent by certified, registered or express mail, postage prepaid,
      to
      the parties at the addresses specified on the signature page hereto, or at
      such
      other addresses as shall be specified by the parties by like notice, and shall
      be deemed given when so delivered personally, telecopied, telegraphed or
      telexed, or if mailed, two days after the date of mailing, to the addresses
      specified on the signature page hereto, or, in the case of the Company, to
      such
      other address as the Company may specify as the address for its executive
      offices in any reports filed by the Company with the Securities and Exchange
      Commission.

    


    8.2 Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties with respect to
      the
      subject matter hereof and supersedes all prior contracts and other agreements,
      written or oral, with respect thereto. 

    


    8.3 Waivers
      and Amendments.
      This
      Agreement may be amended, modified, superseded, cancelled, renewed or extended,
      and the terms and conditions hereof may be waived, only by a written instrument
      signed by the parties or, in the case of a waiver, by the party waiving
      compliance. No delay on the part of any party in exercising any right, power
      or
      privilege hereunder shall operate as a waiver thereof, nor shall any waiver
      on
      the part of any party of any right, power or privilege hereunder, nor any single
      or partial exercise of any right, power or privilege hereunder preclude any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege hereunder.

    


    8.4 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with and subject
      to,
      the laws of the State of Nevada applicable to agreements made and to be
      performed entirely within such state.

    


    8.5 Binding
      Effect; Benefit.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and any successors and assigns permitted or required by Section 8.6 hereof.
      Nothing in this Agreement, expressed or implied, is intended to confer on any
      person other than the parties hereto or such successors and assigns, any rights,
      remedies, obligations or liabilities under or by reason of this
      Agreement.

    


    8.6 Assignment.
      This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign this Agreement and its rights,
      together with its obligations, hereunder in connection with any sale, transfer
      or other disposition of all or substantially all of its assets or business,
      whether by merger, consolidation or otherwise.

    


    8.7 Definitions.
      For
      purposes of this Agreement:

    


    (a) “Affiliate”
      shall
      mean a person that, directly or indirectly, controls or is controlled by, or
      is
      under common control with the Company;

    


    (b) “Control”
      (including, with correlative meaning, the terms “controlled by” and “under
      common control with”) as used with respect to any person or entity, shall mean
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) “Subsidiary”
      shall
      mean any person or entity as to which the Company, directly or indirectly,
      owns
      or has the power to vote, or to exercise a controlling influence with respect
      to, fifty percent (50%) or more of the securities of any class of such person,
      the holders of which class are entitled to vote for the election of directors
      (or persons performing similar functions) of such person.

    


    8.8 D&O
      Insurance.
      During
      the term of this Agreement, the Company shall maintain customary Director’s
& Officer’s liability insurance with the level of coverage of at least $5
      million. As Chief Financial Officer and Treasurer, Executive Vice President,
      Executive shall be covered under this policy to the maximum extent as determined
      by the insurer or a court of law.

    


    8.9 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which together shall constitute one and the same
      instrument.

    


    8.10 Headings.
      The
      headings in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Employment
      Agreement.


     

    [Continued
      on next page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    

      
        	 	
                THORIUM
                  POWER, LTD.

              
	 	 
	
                 

              	
                By:

              	 
	 	 	
                Seth
                  Grae

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	 	 	
                Address:  8300
                  Greensboro Drive,

              
	 	 	
                  Suite
                  800

              
	 	 	
                  McLean,
                  VA 22102

              


      

    

     

    
      
        	 	
                EXECUTIVE:

              
	 	 
	
                 

              	
                By:

              	 
	 	 	
                James
                  Guerra

              
	 	 	 
	 	 	
                Address:  423
                  Cumnor Road

              
	 	 	
                  Kenilworth,
                  IL 60043

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    NOTICE.
      Various laws, including Title VII of the Civil Rights Act of 1964, the Civil
      Rights Act of 1866, the Pregnancy Discrimination Act of 1978, the Equal Pay
      Act,
      the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the
      Rehabilitation Act of 1973, the Americans With Disabilities Act, the Employee
      Retirement Income Security Act and the Uniformed Services Employment and
      Reemployment Rights Act (all as amended from time to time), prohibit employment
      discrimination based on sex, race, color, national origin, religion, age,
      disability, eligibility for covered employee benefits and veteran status. You
      may also have rights under laws such as the Older Worker Benefit Protection
      Act
      of 1990, the Worker Adjustment and Retraining Act of 1988, the Fair Labor
      Standards Act, the Family and Medical Leave Act, the Occupational Health and
      Safety Act and other federal, state and/or municipal statutes, orders or
      regulations pertaining to labor, employment and/or employee benefits. These
      laws
      are enforced through the United States Department of Labor and its agencies,
      including the Equal Employment Opportunity Commission (EEOC), and various state
      and municipal labor departments, fair employment boards, human rights
      commissions and similar agencies.

    


    This
      General Release is being provided to you in connection with the Employment
      Agreement between you and Thorium Power dated October 11, 2007 (the
“Agreement”). The federal Older Worker Benefit Protection Act requires that you
      have at least twenty-one (21) days, if you want it, to consider whether you
      wish
      to sign a release such as this one in connection with a special, individualized
      severance package. You have until the close of business twenty-one (21) days
      from the date you receive this General Release to make your decision. You may
      not sign this General Release until, at the earliest, your official date of
      separation from employment, _________________.

    


    BEFORE
      EXECUTING THIS GENERAL RELEASE YOU SHOULD REVIEW THESE DOCUMENTS CAREFULLY
      AND
      CONSULT WITH YOUR ATTORNEY.

    


    You
      may
      revoke this General Release within seven (7) days after you sign it and it
      shall
      not become effective or enforceable until that revocation period has expired.
      If
      you do not accept the severance package and sign and return this General
      Release, or if you exercise your right to revoke the General Release after
      signing it, you will not be eligible for the special, individualized severance
      package. Any revocation must be in writing and must be received by Thorium
      Power
      Attention: Seth Grae, 8300 Greensboro Drive, Suite 800, McLean, VA 22102, within
      the seven-day period following your execution of this General
      Release.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GENERAL
      RELEASE

    


    In
      consideration of the special, individualized severance package offered to me
      by
      Thorium Power, Ltd. and the separation benefits I will receive as reflected
      in
      the Employment Agreement between me and Thorium Power, Ltd, dated October 11,
      2007 (the “Agreement”), I hereby release and discharge Thorium Power, Ltd. and
      its predecessors, successors, affiliates, parent, subsidiaries and partners
      and
      each of those entities’ employees, officers, directors and agents (hereafter
      collectively referred to as the “Company”) from all claims, liabilities,
      demands, and causes of action, known or unknown, fixed or contingent, which
      I
      may have or claim to have against the Company either as a result of my past
      employment with the Company and/or the severance of that relationship and/or
      otherwise, and hereby waive any and all rights I may have with respect to any
      such claims.

    


    This
      General Release includes, but is not limited to, claims arising under Title
      VII
      of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Pregnancy
      Discrimination Act of 1978, the Equal Pay Act, the Civil Rights Act of 1991,
      the
      Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the
      Americans With Disabilities Act, the Employee Retirement Income Security Act
      or
      1974 and the Uniformed Services Employment and Reemployment Rights Act (all
      as
      amended from time to time). This General Release also includes, but is not
      limited to, any rights I may have under the Older Workers Benefit Protection
      Act
      of 1990, the Worker Adjustment and Retraining Act of 1988, the Fair Labor
      Standards Act, the Family and Medical Leave Act, the Occupational Health and
      Safety Act and any other federal, state and/or municipal statutes, orders or
      regulations pertaining to labor, employment, wages, and/or employee benefits.
      This General Release also applies to any claims or rights I may have growing
      out
      of any legal or equitable restrictions on the Company’s rights not to continue
      an employment relationship with its employees, including any express or implied
      employment contracts, and to any claims I may have against the Company for
      fraudulent inducement or misrepresentation, defamation, wrongful termination
      or
      other retaliation claims in connection with workers’ compensation or alleged
“whistleblower” status or on any other basis whatsoever.

    


    It
      is
      specifically agreed, however, that this General Release does not have any effect
      on any rights or claims I may have against the Company which arise after the
      date I execute this General Release or on any vested rights I may have under
      any
      of the Company’s qualified or non-qualified benefit plans or arrangements as of
      or after my last day of employment with the Company, or on any of the Company’s
      obligations under the Agreement or as otherwise required under the Consolidated
      Omnibus Budget and Reconciliation Act of 1985 (COBRA). It is further agreed
      that
      this General Release shall not bar any claims Executive may have under those
      provisions of Sections 7 of his Employment Agreement that survive the
      termination of such Employment Agreement.

    


    I
      have
      carefully reviewed and fully understand all the provisions of the Agreement
      and
      General Release, including the foregoing Notice. I have not relied on any
      representation or statement, oral or written, by the Company or any of its
      representatives, which is not set forth in those documents.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Agreement and this General Release, including the foregoing Notice, set forth
      the entire agreement between me and the Company with respect to this subject.
      I
      understand that my receipt and retention of the separation benefits covered
      by
      the Agreement are contingent not only on my execution of this General Release,
      but also on my continued compliance with my other obligations under the
      Agreement. I acknowledge that the Company gave me twenty-one (21) days to
      consider whether I wish to accept or reject the separation benefits I am
      eligible to receive under the Agreement in exchange for this General Release.
      I
      also acknowledge that the Company advised me to seek independent legal advice
      as
      to these matters, if I chose to do so. I hereby represent and state that I
      have
      taken such actions and obtained such information and independent legal or other
      advice, if any, that I believed were necessary for me to fully understand the
      effects and consequences of the Agreement and General Release prior to signing
      those documents.

     

    Dated
      this ___ day of __________, ____. 

     

    
      	 	 
	 	
              James
                Guerra