Exhibit
      10.1

     

    THORIUM
      POWER, LTD.

    


    CONSULTING
      AGREEMENT

    


    CONSULTING
      AGREEMENT, dated as of January 1, 2007 (the “Agreement”), by and between THORIUM
      POWER, LTD., a Nevada corporation, having its principal place of business at
      8300 Greensboro Drive, Suite 800, McLean, VA 22102 (“Company”) and SEC Audit
      Prep, Inc. (“Consultant”). 

    


    BACKGROUND

    


    Company
      desires to retain Consultant to perform the Services (as defined below) and
      Consultant desires to perform the Services for Company subject to the terms
      and
      conditions set forth below. This agreement supersedes the previous consulting
      agreement between the Consultant and Novastar Resources Ltd.

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants hereinafter
      contained, the parties hereto intending to be legally bound hereby agree as
      follows:

    


    1.
      THE SERVICES.

    


    Subject
      to the terms of this Agreement, Consultant agrees to act as a consultant on
      behalf of Company and perform the following services ( the
“Services”):

    


    The
      Consultant will be the Treasurer and Acting Chief Financial Officer of the
      Company for a period of time until a Chief Financial Officer is appointed.
      After
      a Chief Financial Officer is appointed, the Consultant will become the Treasurer
      and Financial Consultant providing financial consulting services such as
      processing all bills for payment and maintaining the company’s books and
      records, preparing monthly reports for management and the Board, preparing
      quarterly and annual Securities Exchange Act of 1934 reports, review significant
      events and changes of accounting rules that effect the company, interface with
      the auditors in answering questions and assisting them in getting their work
      completed timely, participate in audit committee meetings and answer audit
      committee questions, perform an internal audit function where needed, and
      working to institute the highest level of corporate governance for the Company,
      as well as other functions customary to the office of Treasurer. In addition,
      the Consultant shall help perform the SOX 404 compliance work and prepare the
      audit and quarterly review preparation binders for the external auditors and
      such other similar tasks as the Company may request. Any M&A work, due
      diligence work or other special projects outside the scope of the above
      mentioned services will be charged at a mutually agreeable hourly
      rate.

    


    2.
      TERM.

    


    The
      initial term of this Agreement shall be for a period of two years; provided,
      however, that this Agreement shall automatically be extended for additional
      periods of one (1) year unless terminated by either party in accordance with
      Section 5. In the event of the termination of this Agreement, Consultant shall
      promptly return to Company any and all documents or materials in whatever form
      or medium, and all copies made thereof, which Consultant received from Company
      for purposes of this Agreement, as well as all Work Product as defined and
      described in Section 6 of this Agreement.

    


    3.
      FEES AND REIMBURSEMENT OF CERTAIN EXPENSES.

    


    
      	a.  	
              Company
                shall pay Consultant a consulting fee (the “Fee”) to SEC Audit Prep, Inc.
                equal to a monthly fee of $16,000 for Services performed. The Fee
                shall be
                payable per invoice every month, no later than the 10th business
                day
                following the receipt by Company from the Consultant of an invoice.
                The
                Consultant shall be paid a Fee for a minimum of $16,000 whether or
                not the
                Company still requires the Consultant to perform all the Services
                mentioned above during the contract
                term.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	b.  	
              The
                Company shall grant to the Consultant a nonqualified stock option
                for the
                purchase of 150,000 shares of the Company’s common stock. The option’s
                exercise price will be equal to the fair market value of the Company’s
                Common Stock on the date of grant. The option shall vest in equal
                monthly
                installments over a three (3) year period. If the Consultant is terminated
                without cause or if there is a change of control of the Company,
                then the
                option shall vest immediately. The term of the option shall be ten
                years.

            


    

    


    
      	c.  	
              Upon
                termination of this Agreement for any reason, Consultant expressly
                understands and agrees that Company’ sole obligation shall be to pay
                Consultant the Fee for Services rendered through the effective date
                of
                termination or expiration, including any mandatory notice
                period.

            


    

    


    
      	d.  	
              Reimbursement
                of any reasonable travel expenses, if any, shall be made according
                to
                Company’ corporate policy; provided, however, that in no event shall the
                Fee be paid for travel time. Consultant shall be reimbursed for other
                reasonable and necessary expenses actually incurred or paid by Consultant
                during the term or any extension thereof in the performance of the
                Services within twenty (20) business days of the submission and approval
                by Company of expense statements, vouchers, or other supporting
                information reasonably acceptable to Company. Any travel expenses
                in
                excess of $2,000 in each instance shall require prior approval by
                the
                Company.

            


    

    


    
      	e.  	
              Consultant
                shall not be entitled to participate in any fringe benefits or privileges
                given or extended by Company to its officers and employees, including
                without limitation, medical benefits, retirement plans or stock options.
                Consultant shall be responsible for the payment of all federal, state
                and
                local taxes including, without limitation, withholding and sales
                taxes,
                and, at the request of Company, Consultant shall provide to Company
                evidence that all of such payments have been made. Such evidence
                may
                include, at Company’ option, a written statement by Consultant that
                Consultant has timely and appropriately paid and withheld all appropriate
                taxes. Consultant warrants and represents that Consultant has complied
                with, and covenants that during the term of this Agreement or any
                extension thereof, Consultant shall continue to comply with all laws,
                rules and regulations required by appropriate government authorities
                for
                independent contractors, including the appropriate withholding, reporting
                and payment of all required taxes. Consultant shall indemnify and
                hold
                Company harmless from and against any claims, damages, debts, obligations,
                liabilities and expenses (including, without limitation, attorney’s fees
                and expenses and court costs) arising out of Consultant’s failure to
                perform any covenant contained in, or Consultant’s breach of any
                representation or warranty set forth in, this
                Section.

            


    

     

    4.
      DUTIES AND EXTENT OF SERVICES

    


    Upon
      the
      execution of this Agreement and throughout its term or any extension thereof,
      Consultant shall assume the position of Treasurer and Financial Consultant
      to
      Company and the Consultant shall be available at all times necessary or
      appropriate in order for Consultant to effectively perform the Services.
      Consultant shall exert Consultant’s best efforts and attention to the affairs of
      Company. Consultant shall notify Company promptly of any other engagement or
      commitment which could reasonably be expected to interfere or conflict with
      the
      performance of Services hereunder. 

    


    The
      work
      performed above will be done on an as-needed hourly basis, which limits our
      involvement and knowledge of the daily operations of the company. Because of
      this, there is a risk that material errors, irregularities, or illegal acts,
      including fraud or defalcation, may exist and may not be detected by us. By
      signing below the company acknowledges this fact and agrees to indemnify us
      should any of the above situations occur.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.
      TERMINATION

    


    Consultant’s
      engagement hereunder shall terminate at the end of the term or any extension
      thereof as set forth in Section 2 hereof or sooner upon the occurrence of any
      of
      the following events:

    


    
      	a.  	
              The
                termination of Consultant hereunder by Company at its option, for
                any
                reason or no reason, to be exercised by 270 days written notice from
                Company to Consultant.

            


    

    


    
      	b.  	
              Consultant’s
                death.

            


    

    


    
      	c.  	
              Upon
                delivery of written notice by Company to Consultant if Consultant
                materially breaches this Agreement; provided that the Company gives
                the
                Consultant a description of the material breach and at least twenty
                days
                to cure the breach.

            


    

    


    6.
      LIMITED LIABILITY 

    


    Consultant
      shall not be liable to the Company, or to anyone who may claim any right due
      to
      its relationship with the Company, for any acts or omissions on the part of
      the
      Consultant or the agents or the employees of the Consultant in the performance
      of Consultant’s services under this agreement. THORIUM POWER, LTD. shall hold
      Consultant free and harmless from any obligations, costs, claims, judgments,
      attorney’s fees, or attachments arising from or growing out of the services
      rendered to the Company.

    


    7.
      INDEMNIFICATION

    


    THORIUM
      POWER, LTD. Agrees to indemnify and save harmless the Consultant, as well as
      Consultant’s officers, employees, and agents from all suits, actions, losses,
      damages, claims, or liability of any character, type or description, including
      without limiting the generality of the foregoing all expenses of litigation,
      court costs, and attorney’s fees arising out of or occasioned by the acts of
      THORIUM POWER, LTD., its agents or employees, or occasioned by the acts of
      Consultant in the execution or performance of the services provided by the
      Consultant, at any time from the execution date of this Agreement until such
      time after any pertinent limitations period expires after he termination of
      this
      Agreement.

    


    As
      a part
      of this indemnification, THORIUM POWER, LTD. agrees to defend and hold harmless
      Consultant from and against any and all liabilities, excluding gross negligence
      on the part of the Consultant, arising from the consulting agreement. As such,
      Consultant shall not be liable to THORIUM POWER, LTD., or anyone who may claim
      any right due to its relationship with THORIUM POWER, LTD., for any acts or
      omissions, other than gross negligence, on the part of the Consultant or the
      agents or employees of the Consultant in the performance of Consultant’s
      services under this Agreement. THORIUM POWER, LTD. shall hold Consultant free
      and harmless from any obligation, costs, claims, judgments, attorney’s fees, or
      attachments arising from or growing out of the services rendered to the
      Company.

    


    8.
      WORK
      FOR HIRE

    


    
      	a.  	
              The
                parties acknowledge and agree that all rights, including without
                limitation ownership, patent and copyright, in any software, materials,
                reports (including, without limitation, report books, reference materials
                and other literature relating to Company’ products or services or
                otherwise related to the Services), memoranda, graphics, logos or
                other
                work product prepared by Consultant pursuant to the terms of this
                Agreement, or otherwise for Company (hereinafter the “Work Product”) vest
                in Company. The parties expressly acknowledge that the Work Product
                was
                specially ordered or commissioned by Company and further agree that
                it
                shall be considered a “Work Made for Hire” within the meaning of the
                copyright laws of the United States and that Company is entitled,
                as sole
                author, to the copyright and all other rights therein, throughout
                the
                world, including but not limited to, the right to make such changes
                therein and such uses thereof, as it may determine in its sole and
                absolute discretion. If, for any reason, the Work Product is not
                considered a “work made for hire” under the copyright laws of the United
                States as aforesaid, then Consultant hereby grants and assigns to
                Company,
                its successors and assigns, all of Consultant’s right, title and interest
                in the Work Product, including, but not limited to, the copyright
                therein
                throughout the world (and any renewal, extension or reversion copyright
                now or hereafter provided), and all other rights therein of any nature
                whatsoever, whether now known or hereafter devised including, but
                not
                limited to, the right to make changes therein, and such uses thereof,
                as
                Company may determine in its absolute discretion. Consultant also
                agrees
                to keep necessary records, made alone or with others during the course
                of
                performing Services pursuant to this Agreement, and agrees to furnish
                Company, upon request, with all such
                records.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	b.  	
              If
                Company is unable, after reasonable effort, to secure Consultant’s
                signature on any application for patent, copyright, trademark or
                other
                analogous registration or other documents regarding any legal protection
                relating to a Work Product, whether because of Consultant’s physical or
                mental incapacity or for any other reason whatsoever, Consultant
                hereby
                irrevocably designates and appoints Company and its duly authorized
                officers and agents as Consultant’s agent and attorney-in-fact, to act for
                and in Consultant’s behalf and stead to execute and file any such
                application or applications or other documents and to do all other
                lawfully permitted acts to further the prosecution and issuance of
                patent,
                copyright or trademark registrations or any other legal protection
                thereon
                with the same legal force and effect as if executed by
                Consultant.

            


    

    


     9.
      PROPRIETARY
      INFORMATION

    


    
      	a.  	
              For
                purposes of this Agreement, “proprietary information” means information
                relating to the business of Company or any affiliated or subsidiary
                entity
                and shall include (but shall not be limited to) information encompassed
                in
                all Work Product, specifications, drawings, graphics, logos, designs,
                computer programs, source code, object code, models, methodologies,
                algorithms, user documentation, plans, formulas, proposals, marketing
                and
                sale plans, financial information, costs, pricing information, customer
                information, and all methods, concepts or ideas in or reasonably
                related
                to the business of Company or information of customers or clients
                of
                Company which Company is required to maintain as
                confidential.

            


    

    


    
      	b.  	
              Consultant
                agrees to regard and preserve as confidential, all proprietary
                information, whether or not it has such information in writing, other
                physical or magnetic form or such information is contained in Consultant’s
                memory or the memory of any of Consultant’s agents or employees.
                Consultant shall not, without written authority from Company to do
                so,
                directly or indirectly, use for the benefit or purpose, nor disclose
                to
                any other person or entity, either during the term of Consultant’s
                engagement hereunder or thereafter, except as required by the conditions
                of Consultant’s engagement hereunder, any proprietary
                information.

            


    

    


    
      	c.  	
              Consultant
                shall not disclose any reports, recommendations, conclusions or other
                results of the Services or the existence or the subject matter of
                this
                contract without the prior written consent of Company. In Consultant’s
                performance hereunder, Consultant shall comply with all legal obligations
                Consultant may now or hereafter have regarding the information or
                other
                property of any other person, firm or
                corporation.

            


    

    


    
      	d.  	
              The
                foregoing obligations of this Paragraph shall not apply to any part
                of the
                information that (i) has been disclosed in publicly available sources
                of
                information, (ii) is, through no fault of Consultant, hereafter disclosed
                in publicly available sources of information, (iii) can be demonstrated
                to
                Company’ satisfaction that it is now in the possession of Consultant
                without any obligation of confidentiality, or (iv) has been or is
                hereafter lawfully disclosed to Consultant by a third party, but
                only to
                the extent that the use or disclosure thereof has been or is rightfully
                authorized by that third party.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.
      NO
      SOLICITATION AND COVENANT NOT TO COMPETE

    


    
      	a.  	
              During
                the period commencing on the date hereof and ending two (2) years
                after
                the termination of Consultant’s engagement for any reason (the “Restricted
                Period”), Consultant shall not directly or indirectly induce, solicit,
                persuade or entice or attempt to induce, solicit, persuade or entice
                any
                of the employees, consultants or agents of Company to leave the employment
                of Company or to terminate the consultancy or agency relationship
                with
                Company, as the case may be.

            


    

    


    
      	b.  	
              During
                the Restricted Period, Consultant shall not, without the written
                consent
                of a duly authorized officer of Company: (i) directly or indirectly,
                whether as principal, agent, stockholder, or in any other capacity,
                have a
                financial interest in any company or enterprise which is in competition
                with any business actively conducted by Company or any of its subsidiaries
                or affiliates; provided, however, that this shall not be deemed to
                preclude Consultant from owning not more than 1% of the stock or
                securities of any corporation, the shares of which are registered
                under
                Section 12 of the Securities Exchange Act of 1934, as amended or
                (ii)
                directly or indirectly, whether as principal, agent, stockholder,
                employee, consultant or in any other capacity, provide any services
                to any
                company or enterprise which would result in competition with the
                services,
                products and technologies sold, licensed or being developed or planned
                or
                otherwise contemplated by Company or any of its subsidiaries or affiliates
                at the time of the termination of this
                Agreement.

            


    

    


    
      	c.  	
              During
                the Restricted Period, the Consultant shall not, directly or indirectly,
                induce, solicit, persuade or entice or attempt to induce, solicit
                persuade
                or entice any person who is then or has been within the preceding
                12-month
                period a customer or account of Company or any of its affiliates,
                or any
                actual customer leads whose identity the Consultant learned of during
                the
                term of this Agreement or any extension thereof , to terminate or
                to
                adversely alter its contractual or other relationship with Company
                or any
                of its affiliates.

            


    

    


    
      	d.  	
              During
                the term or any extension thereof the Consultant shall promptly disclose
                to Company any business idea or opportunity which falls within Company’
                line of business or any logical extension thereof, which business
                idea or
                opportunity shall become the sole property of
                Company.

            


    

    


    
      	e.  	
              Consultant
                hereby agrees that each provision herein shall be treated as a separate
                and independent clause, and the unenforceability of any one clause
                shall
                in no way impair the enforceability of any of the other clauses of
                the
                Agreement. Moreover, if one or more of the provisions contained in
                this
                Agreement shall for any reason be held to be excessively broad as
                to
                scope, activity, subject or otherwise so as to be unenforceable at
                law,
                such provision or provisions shall be construed by the appropriate
                judicial body by limiting or reducing it or them so as to be enforceable
                to the maximum extent compatible with the applicable law as it shall
                then
                appear. Consultant hereby further agrees that the language of all
                parts of
                this Agreement shall in all cases be construed as a whole according
                to its
                fair meaning and not strictly for or against either of the
                parties.

            


    

    


    11.
      INJUNCTIVE
      RELIEF

    


    Consultant
      acknowledges that the injury to Company resulting from any violation by
      Consultant of any of the covenants contained in this Agreement will be of such
      a
      character that Company cannot be adequately compensated by money damages, and,
      accordingly, Company may, in addition to pursuing its other remedies, obtain
      an
      injunction from any such violation; and no bond or other security shall be
      required in connection with such injunction.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.
      NOTICES

    


    Any
      notice of 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 set forth in the preamble of this Agreement, 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.

     

    13.
      NO RESTRICTIONS

    


    Consultant
      represents to Company, which relies on such representation, that Consultant
      is
      free to enter into this Agreement in that Consultant is not under any
      restrictions from a former employer or business that would preclude Consultant’s
      from making these agreements. Consultant understands that Company does not
      want
      Consultant to disclose to it any confidential information that Consultant may
      have obtained from a former employer, although Consultant is free to use
      Consultant’s general knowledge and past experience in the performance of the
      Services.

    


    14.
      GENERAL CONDITIONS

    


    
      	a.  	
              The
                terms and conditions of Paragraphs 3E, 6, 7, 8, 9, 10, 11 and 12
                hereof
                shall survive the termination of this Agreement or completion of
                the
                Services as the case may be.

            


    

    


    
      	b.  	
              Consultant
                shall not assign this Agreement or delegate Consultant’s duties hereunder
                and shall not subcontract any of the Services to be performed hereunder
                without the prior written consent of Company. The Consultant may,
                however,
                provide Services hereunder through SEC Audit Prep, Inc., an entity
                controlled by the Consultant, and in such case, Fee payments shall
                be made
                to such entity; provided, however, that in such event, the Consultant
                shall continue to be the primary provider of the
                Services.

            


    

    


    
      	c.  	
              Consultant
                shall perform the Services as an independent contractor and shall
                not be
                considered an employee of Company or partner, joint venture or otherwise
                related to Company for any purpose. Accordingly, Consultant may not
                bind
                Company to any contract, agreement or
                arrangement.

            


    

    


    
      	d.  	
              Consultant
                shall not trade the Company’s stock on insider information the Consultant
                may learn in the course of performing his services under this Agreement.
                The Consultant agrees to disclose in writing to the Company any changes
                in
                the Consultant’s ownership position with respect to the Company’s stock
                within five (5) business days after an event involving acquisition
                or
                disposition of the Company’s stock
                occurs.

            


    

    


    
      	e.  	
              This
                Agreement shall be governed by the laws of the State of New York,
                without
                regard to its conflicts of laws.

            


    

    


    
      	f.  	
              This
                Agreement constitutes the entire understanding between the Consultant
                and
                Company respecting the Services described
                herein.

            


    

    


    
      	g.  	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	h.  	
              Facsimile
                execution and delivery of this Agreement is legal, valid and binding
                execution and delivery for all
                purposes.

            


    

    


    
      	i.  	
              The
                Consultant shall be primarily based in New York; however, the Consultant
                will travel back and forth to the Washington, DC area, where the
                executive
                offices of the Company are based, on an as needed basis. The Consultant
                expects to travel to Washington, DC at least one time per
                month.

            


    

     

    [signature
      page follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      	
              Thorium
                Power, LTD.

            	 	
              Treasurer
                and Financial Consultant

            
	
               

            	 	
               

            
	
               

            	 	
              Larry
                Goldman

            
	 	 	 
	
              By:
                /s/ Seth Grae

              
                

              

              Name:
                SETH GRAE

            	 	
              By:
                /s/ Larry Goldman

              
                

              

              Name:
                SEC Audit Prep, Inc. 

            
	
              Title:
                President and Chief Executive Officer

            	 	
              Title:
                President