Exhibit
      10.1

    Agreement
      and Release

    

      AGREEMENT
        AND RELEASE

       

      AGREEMENT
        AND RELEASE, dated June 25, 2006 (this “Agreement”), between Novastar Resources
        Ltd., a Nevada corporation (“Novastar”), and David DiRicco, an individual
        (“DiRicco”).

       

      BACKGROUND

       

      DiRicco
        claims that pursuant to a verbal arrangement he had with Novastar relating
        to
        providing investor relations services for a one year period, he is entitled
        to
        certain equity compensation, namely, 500,000 warrants to purchase Novastar
        common stock with an exercise price of $0.15 per share. Novastar disputes
        this
        matter, including the amount of claimed compensation for any services provided
        to Novastar. Novastar and DiRicco desire to resolve the respective claims
        that
        each party has or may have against the other upon the terms and conditions
        set
        forth in this Agreement without admitting liability therefore, in order to
        resolve all issues and to avoid the uncertainty, expense and burden of
        litigation.

       

      NOW,
        THEREFORE, in consideration of the promises, representations, warranties
        and
        covenants contained herein, and intending to be legally bound hereby, the
        parties agree as follows:

       

      1. RELEASE
        BY DIRICCO
        For the
        consideration and mutual promises specified herein and other good and valuable
        consideration the receipt and sufficiency of which is hereby acknowledged,
        DiRicco on behalf of himself, his affiliates, agents, employees, assigns,
        representatives, heirs, and any person or entity that claims any right or
        interest through or on behalf of any of the foregoing (each a “Releasor”) hereby
        releases, forgives and forever discharges Novastar, Thorium Power, Inc.,
        their
        respective subsidiaries, affiliates, successors, predecessors, or agents,
        and
        their present or former employees, officers, directors, attorneys and other
        agents (collectively, the “Novastar Representatives”) from any and all
        liabilities, obligations, claims, actions, covenants, contracts, agreements,
        promises, damages and demands whatsoever, whether known or unknown, suspected
        or
        unsuspected, matured or unmatured, both at law (including federal and state
        securities laws) and in equity, which Releasor now has or has ever had against
        Novastar or any Novastar Representatives arising contemporaneously with or
        prior
        to the date of this Agreement on account of, arising out of, or in any way
        related to any services (including, without limitation, any services relating
        to
        investor relations) provided to Novastar or any Novastar Representative by
        DiRicco or any Releasor, any compensation or other benefits payable therefor
        by
        a Novastar Representative, or any other matter relating thereto. For the
        consideration and mutual promises specified herein and other good and valuable
        consideration the receipt and sufficiency of which is hereby acknowledged,
        DiRicco agrees for himself and anyone claiming for or through him or any
        third
        party, to waive, release, promise and agree not to bring or pursue any judicial,
        quasi-judicial or administrative action against any Novastar Representative
        for
        any reason whatsoever arising out of any claim released by this Agreement.
        DiRicco further acknowledges and agrees that he has not already filed or
        otherwise commenced any such action and that he has not assigned, sold or
        given
        any of the rights he is releasing to any person or entity.

      


      2. OBLIGATIONS
        OF NOVASTAR.  In
        consideration for DiRicco signing this Agreement, Novastar shall promptly,
        and
        in any event within ten business days, issue to DiRicco 182,291 shares of
        Novastar’s Common Stock (the “Shares”). Novastar shall use commercially
        reasonable efforts to include the Shares in the first registration statement
        filed by Novastar with the Securities and Exchange Commission hereafter,
        other
        than a registration statement on form S-4 or S-8 or any other form that is
        not
        available for the registration of the Shares. This obligation of Novastar
        shall
        be subject to any existing conflicting contractual obligations of Novastar
        that
        may limit the ability of Novastar to register the Shares.  

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3. REPRESENTATIONS
        AND WARRANTIES.

      


      (a)  
        Representations
        and Warranties of DiRicco. DiRicco hereby represents and warrants that he
        has
        the requisite capacity to enter into this Agreement and to carry out his
        obligations hereunder and that all the statements made by him in this Agreement
        are true and accurate. This Agreement has been duly executed and delivered
        by
        DiRicco and constitutes a valid and binding obligation of DiRicco enforceable
        in
        accordance with its terms and conditions.

      


      (b)  
        Representations
        and Warranties of Novastar. Novastar represents and warrants that it has
        the
        requisite power to enter into this Agreement and to carry out its obligations
        hereunder and that the terms of this Agreement have been fully disclosed
        to the
        Board of Directors (or similar authority) of Novastar, and that the requisite
        approvals have been obtained, prior to its execution. This Agreement has
        been
        duly executed and delivered by Novastar and constitutes a valid and binding
        obligation of Novastar enforceable in accordance with its terms and
        conditions.

      


      4. NON-DISPARAGEMENT.
        DiRicco
        shall not in any way, directly or indirectly, disparage any Novastar
        Representative and, without limiting the generality of the foregoing, will
        not
        make any public or private written or verbal statements regarding any Novastar
        Representative that are negative or otherwise disparaging of any such Novastar
        Representative.

      


      5. MISCELLANEOUS.

      


      (a)  
        Entire
        Agreement. This Agreement together with the exhibits and schedules hereto,
        if
        any, constitute the entire agreement among the parties and supersede any
        and all
        prior agreements, discussions, representations and warranties among the parties
        with respect to the matters set forth herein. The parties have not relied
        upon
        any statements or representations made by any party outside the content of
        this
        Agreement.

      


      (b)  
        Choice
        of
        Law. This Agreement shall be governed by and enforceable in accordance with
        the
        laws of the Commonwealth of Virginia, without giving effect to the conflict
        of
        law principals thereof. 

      


      (c)  
        Counterparts;
        Facsimile Execution. This Agreement may be executed in any number of
        counterparts, each of which shall be deemed to be an original but all of
        which
        together shall constitute but one agreement. Facsimile execution and delivery
        of
        this Agreement shall be legal, valid and binding for all purposes.

      


      (d)  
        Severability.
        If any provision of this Agreement is determined to be unlawful or otherwise
        unenforceable, the remaining provisions of this Agreement shall nevertheless
        continue in full force and effect.

      


      (e)  
        Parties
        in Interest; Assignment. This Agreement is binding upon the parties and their
        respective successors, heirs, legal representatives and permitted
        assigns.

      


      (f)  
        Construction.
        This Agreement shall not be construed against the party preparing it, but
        shall
        be construed as if the parties collectively prepared it and any uncertainty
        or
        ambiguity shall not be interpreted against any party. 

      


      (g)  
        Modifications;
        Waiver. This Agreement may not be modified orally. No breach of any provision
        hereof may be waived unless in writing. Waiver of any breach shall not be
        deemed
        to be a waiver of any other breach of the same or of any other provision
        hereof.
        All modifications to this Agreement must be in writing and signed by the
        parties
        to be charged.

      


      
        
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      (h)  
        No
        Assignments. DiRicco hereby represents and warrants that there has been no
        assignment or transfer whatsoever of any of the claims released herein. DiRicco
        agrees to defend and indemnify Novastar against any claim based upon, arising
        out of or in connection with any such assignment or transfer of a claim released
        hereunder.

      


      (i)  
        Advice
        of
        Counsel. Each party to this Agreement has had the opportunity to discuss
        the
        matter with legal counsel, and enters into this Agreement only after such
        consultation.

      


      (j)  
        Waiver
        Of
        Jury Trial.
        EACH
        PARTY EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY
IN
        ANY
        LEGAL ACTION OR PROCEEDING RELATING TO THIS SETTLEMENT AGREEMENT AND FOR
        ANY
        COUNTERCLAIM THEREIN.

      


      (k)  Notices.
        All
        notices, requests, demands, claims, and other communications hereunder will
        be
        in writing. Any notice, request, demand, claim, or other communication hereunder
        shall be deemed duly given if (and then two business days after) it is sent
        by
        registered or certified mail, return receipt requested, postage prepaid,
        and
        addressed to the intended recipient as set forth on the signature page hereto.
        Any party may send any notice, request, demand, claim, or other communication
        hereunder to the intended recipient at the address set forth above using
        any
        other means (including personal delivery, expedited courier, messenger service,
        telecopy, telex, ordinary mail, or electronic mail), but no such notice,
        request, demand, claim, or other communication shall be deemed to have been
        duly
        given unless and until it actually is received by the intended recipient.
        Any
        party may change the address to which notices, requests, demands, claims,
        and
        other communications hereunder are to be delivered by giving the other parties
        notice in the manner herein set forth. 

      


      (l)  
        No
        Admission of Liability or Wrongdoing. This Agreement and the negotiations
        and
        discussions leading up to this Agreement effect the settlement of claims
        which
        are denied and contested, and do not constitute, nor shall they be construed
        as,
        an admission of liability by the parties. This Agreement is made solely for
        the
        purpose of avoiding the burden and expense of litigation which would be imposed
        on the parties if the disputes between them remained unsettled. This Agreement
        does not constitute an admission by any of the parties hereto that they have
        engaged in any unlawful act. Each of the parties hereto expressly deny that
        they
        have engaged in any unlawful act and deny liability for all claims any other
        party had, has, or may have against them.

      


      


      [Signature
        Page Follows]

       

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

       

      
        
          	
                  DAVID
                    J. DIRICCO

                	
                  Address:

                
	 	
                  1426
                    Maddux Drive

                
	 	
                  Redwood
                    City, CA 94061

                
	 	 
	
                  /s/
                    David J.
                    DiRicco                                                  
                    

                	 
	
                  David
                    J. DiRicco

                	 
	 	 


        

        


        


        
          	
                  NOVASTAR
                    RESOURCES LTD.

                	
                  Address:

                
	 	
                  800
                    Greensboro Drive, Suite 800

                
	 	
                  McLean,
                    VA 22102

                
	 	 
	
                  By:/s/
                    Seth
                    Grae                                                      

                	 
	
                  Seth
                    Grae

                	 
	
                  President

                	 


        

        


        


        
 

      

    

    
      
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