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                                                                   Exhibit 10.37

                               [LIGHTBRIDGE LOGO]

                             FY 2007 INCENTIVE PLAN

                                JANUARY 1, 2007


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                         2007 LIGHTBRIDGE INCENTIVE PLAN
I.    OBJECTIVE

      THE OBJECTIVE OF THE LIGHTBRIDGE INCENTIVE PLAN (THE "PLAN") is to reward
      eligible members of the business unit team for their contributions to the
      success of Lightbridge, Inc. (the "Company"). The Lightbridge Incentive
      Plan is the incentive plan for eligible employees of the Company
      ("Participants") for the 2007 fiscal year.

II.   PURPOSE

      The Plan is aimed at motivating Participants to achieve key business
      objectives or to achieve the financial or operating performance of
      Lightbridge.

III.  BONUS PLAN ELEMENTS

            A.    EFFECTIVE DATE
                  This Plan is effective for the calendar year 2007
                  beginning January 1, 2007 through December 31, 2007.
                  Business objectives and performance goals will reflect the
                  entire plan year.

            B.    ELIGIBILITY, INTERPRETATION
                  Participants in this Plan are selected by the Chief Executive
                  Officer ("CEO"), or, in the case of the CEO, the Compensation
                  Committee.

                  All Participants must be employed in an eligible role prior to
                  October 1st of the Plan year to qualify for any pro-rata bonus
                  payout. Participants have no rights under any other incentive
                  plans.

                  A Participant must be employed in a bonus eligible position at
                  least for the stated timeframe above for a bonus payout and be
                  employed on the final day of the applicable Plan year to be
                  eligible.

                  Elements not addressed in this plan will be managed or
                  interpreted at the discretion of the CEO or CEO's designee or,
                  in the case of a matter affecting the CEO, the Compensation
                  Committee of the Board of Directors.

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                  The Company will issue all Participants a notice of their
                  eligibility and their individual Plan components by providing
                  a document in the form of Appendix A to each eligible
                  Participant.

            C.    2007 ANNUAL BONUS PERCENTAGE TARGETS
                  A Participant's bonus target is based on market indicators
                  for the Participant's role and is set as a percentage of the
                  Participant's 2007  annual base salary. The
                  Participant's 2007 annual base salary, including any
                  base adjustments approved during the first quarter of the
                  year, represents the basis for the bonus calculation.

            D.    PLAN GOALS AND MEASUREMENT

                  For purposes of the Plan, all Participants are grouped into
                  designated business units or the Company.

                  FINANCIAL PERFORMANCE - For each of the business units or the
                  Company, financial performance is measured by revenue and
                  EBITDA. In order for a Participant to receive a bonus, revenue
                  and EBITDA for the business unit or Company, as the case may
                  be, must exceed minimum amounts as described in Paragraph E
                  below.

                  EBITDA is defined as earnings before interest, taxes,
                  depreciation, amortization, share-based compensation,
                  restructuring, and asset impairment charges. In the event of
                  an acquisition, divestiture or other significant non-cash or
                  non-recurring expenditure, the EBITDA metric may be adjusted.
                  Payout under this Plan requires that Lightbridge, Inc. meet
                  certain minimum EBITDA performance, as described in Paragraph
                  E below.

                  INDIVIDUAL PERFORMANCE - A portion of the bonus pool will be
                  based on, and individual payouts will be calculated according
                  to, performance against pre-determined management goals and
                  objectives (MBOs). Individual MBOs will be weighted to reflect
                  their relative importance to Company's overall business plan
                  and will be reviewed on a quarterly basis by the Business Unit
                  President/GM or the CEO, as the case may be. All individual
                  MBOs must be documented in writing and approved by the
                  Business Unit President/GM, or in case of the Business Unit
                  President/GM or other Company personnel, the CEO, or in the
                  case of the CEO, the Compensation Committee.

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            E.    BONUS PAYMENTS
                  Once the applicable financial threshold performance
                  is achieved, payouts will be determined as provided
                  below. The percentage of the Participant's total
                  bonus pool allocated to each performance element is set forth
                  on Appendix A.

                  The payments for performance at threshold and between
                  threshold and target (100%) will be calculated according to
                  the schedule below:

                  -     FY 2007 Budgeted Business Unit or Company Revenue

                        -     90% of budgeted business unit or Company revenue
                              funds a 50% pool.

                        -     90.1-100% of budgeted business unit or Company
                              revenue funds a pool that is interpolated on a
                              straight line from the 50% level up to 100%.

                              Ninety per cent (90%) of Business Unit or Company
                              Revenue goal must be achieved to fund this pool.

                  -     FY 2007 Business Unit or Company EBITDA

                        -     90% of budgeted business unit or Company EBITDA
                              funds a 50% pool.

                        -     90.1%-100% of budgeted EBITDA funds a pool that is
                              interpolated on a straight line from the 50% level
                              up to 100%.

                              Ninety per cent (90%) of Business Unit or Company
                              EBITDA goal must be achieved to fund this pool.

                  -     MBO Achievement

                        -     Business unit or Company EBITDA attainment of 50%
                              of FY 2007 budget will fund a 25% pool.

                        -     Business unit or Company EBITDA attainment of
                              50.1% -100% of FY 2007 budget will fund a pool
                              that is interpolated on a straight line beyond the
                              25% level up to 100%.

                              Fifty per cent (50%) of FY 2007 Business Unit or
                              Company EBITDA target must be achieved to fund
                              this element of the bonus pool.

                  The metrics above may be adjusted for an acquisition,
                  divestiture, or other significant non-cash or non-recurring
                  expenditures.

            F.    PLAN PAYMENT

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      Payments under the Plan will be determined after the Company's financial
      results for FY 2007 are publicly released, which is typically within the
      first quarter of the following year.

G.    CHANGES IN PLAN
      The Company reserves the right to modify or terminate the Plan in total
      or in part, at any time. Any such modification or termination must be
      approved by the Compensation Committee and must be in writing and signed
      by the CEO or Compensation Committee designee.

H.    ENTIRE AGREEMENT
      This Plan is the entire agreement between Lightbridge and the executive
      regarding the subject matter of this Plan and supersedes all prior
      compensation, bonus or incentive plans or any written or verbal
      representations regarding the subject matter of this Plan. This Plan does
      not affect any existing employment agreements or employee retention
      agreements between Plan participants and Lightbridge.

J.    EMPLOYMENT AT WILL
      Except as may be set forth in any applicable employment agreements or
      employee retention agreements between the participants and
      Lightbridge, the employment of all Plan participants is for an indefinite
      period of time and is terminable at any time by either party, with or
      without cause being shown or advance notice by either party. This Plan
      shall not be construed to create a contract of employment for a specified
      period of time between Lightbridge and any plan participant.

K.    PLAN ACCEPTANCE

      I have read the complete 2007 Plan and understand its content. My
      signature below acknowledges receipt of the Plan.

      Participant Signature:__________________________  Date:___________

      Print Name:_____________________________________

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                                   APPENDIX A

                       FY 2007 LIGHTBRIDGE INCENTIVE PLAN

                          PARTICIPANT INFORMATION FORM

Participant Name:____________________________________

Job Title:_______________

Business unit group or
Company:_______________________

Target Bonus Percentage:______

THE TARGET PAYOUT IS ALLOCATED AS FOLLOWS:

Business Unit or Company Revenue:______%

Business Unit or Company EBITDA:______%

Individual/MBO:______%

FOR UPSIDE ELIGIBLE EMPLOYEES ONLY

You are also eligible for an incremental bonus if FY 2007 Total Company
Operating Income exceeds budget. The bonus pool will be funded as follows and
interpolated on a straight line basis:

<TABLE>
<CAPTION>
PERFORMANCE                   ABOVE BUDGET           FUNDING $ TO POOL
                              (PERCENT OF FUNDING)
<S>                           <C>                    <C>
On budget                               0%           none
$1.00 to $2,000,000                     5%           Up to $100,000
$2,000,000.01 to $8,000,000            10%           Up to $600,000
</TABLE>

Maximum Incremental Bonus Pool is $700,000.

The incremental bonus pool will be distributed on an individual basis according
to the Participant's actual bonus as a percent of the total incremental bonus
pool.

NOTE: Budgeted Company Operating Income will be adjusted accordingly for any
      acquisitions or divestitures.
      Total Company Operating Income is defined as Company Operating Income
      before share-based compensation, restructuring and asset
      impairment charges.

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