Exhibit
      10.2

    


    THORIUM
      POWER, LTD.

    


    AMENDED
      AND RESTATED 2006 STOCK PLAN

    


    NOTICE
      OF GRANT

    


    Capitalized
      but otherwise undefined terms in this Notice of Grant and the attached Stock
      Option Agreement shall have the same defined meanings as in the Amended and
      Restated 2006 Stock Plan (the “Plan”). 

     

    
      
        	
                Name:
                  SEC
                  Audit Prep Inc.

              	 	
                Address: _________________________

              
	 	 	
                 _________________________

              


      

       

    

    You
      have
      been granted an option (the “Option”) to purchase Common Stock of the
      Corporation, subject to the terms and conditions of the Plan and the attached
      Stock Option Agreement, as follows:

     

    
      
        	 	
                Date
                  of Grant:

              	 	
                January
                  1, 2007

              
	 	 	 	 
	 	
                Vesting
                  Commencement Date:

              	 	
                July
                  1, 2007

              
	 	 	 	 
	 	
                Option
                  Price per Share:

              	 	
                $0.30

              
	 	 	 	 
	 	
                Total
                  Number of Shares Granted:

              	 	
                150,000

              
	 	 	 	 
	 	
                Total
                  Option Price:

              	 	
                $45,000

              
	 	 	 	 
	 	
                Type
                  of Option:

              	 	
                Nonqualified
                  Stock Option

              
	 	 	 	 
	 	
                Term/Expiration
                  Date:

              	 	
                Five
                  (5) years after Date of Grant

              


      

       

    

    Vesting
      Schedule:

    


    The
      Option shall vest, in whole or in part, in accordance with the following
      schedule:

    


    The
      Option shall vest with respect to 6/36 of the Total Number of Shares Granted
      (as
      specified above) on the Vesting Commencement Date and shall thereafter vest
      1/36
      on the first day of each month until all shares underlying the Option have
      vested. 

     

    
      
         

      

      
         

        
          

        

      

       

    



    THORIUM
      POWER, LTD.

    


    AMENDED
      AND RESTATED 2006 STOCK PLAN

    


    STOCK
      OPTION AGREEMENT

     

    This
      STOCK
      OPTION AGREEMENT (“Agreement”),
      dated as of the 1st day of January, 2007 is made by and between THORIUM POWER,
      LTD., a Nevada corporation (the “Corporation”), and SEC AUDIT PREP INC. (the
“Optionee”), which term as used herein shall be deemed to include any successor
      to the Optionee by will or by the laws of descent and distribution, unless
      the
      context shall otherwise require).

     

    BACKGROUND

     

    Pursuant
      to the Corporation’s Amended and Restated 2006 Stock Plan (the “Plan”), the
      Corporation, acting through the Committee of the Board of Directors (if a
      committee has been formed to administer the Plan) or its entire Board of
      Directors (if no such committee has been formed) responsible for administering
      the Plan (in either case, referred to herein as the “Committee”), approved the
      issuance to the Optionee, effective as of the date set forth above, of a stock
      option to purchase shares of Common Stock of the Corporation at the price (the
      “Option Price”) set forth in the attached Notice of Grant (which is expressly
      incorporated herein and made a part hereof, the “Notice of Grant”), upon the
      terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual premises and undertakings hereinafter set forth,
      the
      parties hereto agree as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1. Option;
      Option Price. On behalf of the Corporation, the Committee hereby
      grants to the Optionee the option (the “Option”) to purchase, subject to the
      terms and conditions of this Agreement and the Plan (which is incorporated
      by
      reference herein and which in all cases shall control in the event of any
      conflict with the terms, definitions and provisions of this Agreement), that
      number of shares of Common Stock of the Corporation set forth in the Notice
      of
      Grant, at an exercise price per share equal to the Option Price as is set forth
      in the Notice of Grant (the “Optioned Shares”). If designated in the Notice of
      Grant as an “incentive stock option,” the Option is intended to qualify for
      Federal income tax purposes as an “incentive stock option” within the meaning of
      Section 422 of the Code. A copy of the Plan as in effect on the date hereof
      has
      been supplied to the Optionee, and the Optionee hereby acknowledges receipt
      thereof.

     

    2. Term.
      The term (the “Option Term”) of the Option shall commence on the date of this
      Agreement and shall expire on the Expiration Date set forth in the Notice of
      Grant unless such Option shall theretofore have been terminated in accordance
      with the terms of the Notice of Grant, this Agreement or of the
      Plan.

     

    3. Time
      of Exercise.
      

     

    (a) Unless
      accelerated in the discretion of the Committee or as otherwise provided herein,
      the Option shall become exercisable during its term in accordance with the
      Vesting Schedule set out in the Notice of Grant. Subject to the provisions
      of
      Sections 5 and 8 hereof, shares as to which the Option becomes exercisable
      pursuant to the foregoing provisions may be purchased at any time thereafter
      prior to the expiration or termination of the Option.

     

    (b) Anything
      contained in this Agreement to the contrary notwithstanding, to the extent
      the
      Option is intended to be an Incentive Stock Option, the Option shall not be
      exercisable as an Incentive Stock Option, and shall be treated as a
      Non-Statutory Option, to the extent that the aggregate Fair Market Value on
      the
      date hereof of all stock with respect to which Incentive Stock Options are
      exercisable for the first time by the Optionee during any calendar year (under
      the Plan and all other plans of the Corporation, its parent and its
      subsidiaries, if any) exceeds $100,000.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    4. Termination
      of Option.

     

    (a) 
      The Optionee may exercise the Option (but only to the extent the Option was
      exercisable at the time of termination of the Optionee’s business relationship
      with the Corporation, its parent or any of its subsidiaries) at any time within
      three (3) months following the termination of the Optionee’s business
      relationship with the Corporation, its parent or any of its subsidiaries, but
      not later than the scheduled expiration date. If the termination of the
      Optionee’s business relationship is for cause or is otherwise attributable to a
      breach by the Optionee of an employment, non-competition, non-disclosure or
      other material agreement, the Option shall expire immediately upon such
      termination. If the Optionee is a natural person who dies while in a business
      relationship with the Corporation, its parent or any of its subsidiaries, this
      option may be exercised, to the extent of the number of shares with respect
      to
      which the Optionee could have exercised it on the date of his death, by his
      estate, personal representative or beneficiary to whom this option has been
      assigned pursuant to Section 9 of the Plan, at any time within the twelve (12)
      month period following the date of death. If the Optionee is a natural person
      whose business relationship with the Corporation, its parent or any of its
      subsidiaries is terminated by reason of his disability, this Option may be
      exercised, to the extent of the number of shares with respect to which the
      Optionee could have exercised it on the date the business relationship was
      terminated, at any time within the twelve (12) month period following the date
      of such termination, but not later than the scheduled expiration date. At the
      expiration of such three (3) or twelve (12) month period or the scheduled
      expiration date, whichever is the earlier, this Option shall terminate and
      the
      only rights hereunder shall be those as to which the Option was properly
      exercised before such termination.

     

    (b) Anything
      contained herein to the contrary notwithstanding, the Option shall not be
      affected by any change of duties or position of the Optionee (including a
      transfer to or from the Corporation, its parent or any of its subsidiaries)
      so
      long as the Optionee continues in a Business Relationship with the Corporation,
      its parent or any of its subsidiaries.

     

    5. Procedure
      for Exercise.

     

    (a) The
      Option may be exercised, from time to time, in whole or in part (but for the
      purchase of whole shares only), by delivery of a written notice in the form
      attached as Exhibit A hereto (the
“Notice”) from the Optionee to the Secretary
      of the Corporation, which Notice
      shall: 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (i) state
      that the Optionee elects to exercise the Option;

     

    (ii) state
      the number of shares with respect to which the Option is being exercised (the
      “Optioned Shares”);

     

    (iii) state
      the method of payment for the Optioned Shares pursuant to Section
      5(b);

     

    (iv) state
      the date upon which the Optionee desires to consummate the purchase of the
      Optioned Shares (which date must be prior to the termination of such Option
      and
      no later than 30 days from the delivery of such Notice);

     

    (v) include
      any representations of the Optionee required under Section
      8(b);

     

    (vi) if
      the Option shall be exercised in accordance with Section 9 of the Plan by any
      person other than the Optionee, include evidence to the satisfaction of the
      Committee of the right of such person to exercise the Option;
      and

     

    (b) Payment
      of the Option Price for the Optioned Shares shall be made either (i) by delivery
      of cash or a check to the order of the Corporation in an amount equal to the
      Option Price, (ii) if approved by the Committee, by delivery to the Corporation
      of shares of Common Stock of the Corporation having a Fair Market Value on
      the
      date of exercise equal in amount to the Option Price of the options being
      exercised, (iii) by any other means which the Board of Directors determines
      are
      consistent with the purpose of the Plan and with applicable laws and regulations
      (including, without limitation, the provisions of Rule 16b-3 and Regulation
      T
      promulgated by the Federal Reserve Board), or (iv) by any combination of such
      methods of payment. Notwithstanding any provisions herein to the contrary,
      if
      the Fair Market Value of one share of Common Stock of the Corporation is greater
      than the Option Price (at the date of calculation as set forth below), in lieu
      of paying the Option Price in cash, the Optionee may elect to receive shares
      equal to the value (as determined below) of the Optioned Shares by delivering
      notice of such election to the Corporation in which event the Corporation shall
      issue to the Optionee a number of shares of Common Stock computed using the
      following formula:

     

    X
      = Y(A-B)

    A

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	 	Where	X 	= 	
              the
                number of shares of Common Stock to be issued to the
                Optionee

            


      	 	 	 	 	 	 


      	 	 	 	
              Y

            	
              =

            	
              the
                number of Optioned Shares

            


    

     

    
      	 	 	 	
              A

            	
              =

            	
              the
                Fair Market Value of one share of Common Stock (at the date of such
                calculation)

            


      	 	 	 	 	 	 


      	 	 	 	B	=	Option Price (as adjusted to the date of such
              calculation)


         

    

    (c) The
      Corporation shall issue a stock certificate in the name of the Optionee (or
      such
      other person exercising the Option in accordance with the provisions of Section
      9 of the Plan) for the Optioned Shares as soon as practicable after receipt
      of
      the Notice and payment of the aggregate Option Price for such
      shares.

     

    6. No
      Rights as a Stockholder. The Optionee shall not have any privileges
      of a stockholder of the Corporation with respect to any Optioned Shares until
      the date of issuance of a stock certificate pursuant to Section
      5(c).

     

    7.  Adjustments.
      The Plan contains provisions covering the treatment of options in a number
      of
      contingencies such as stock splits and mergers. Provisions in the Plan for
      adjustment with respect to stock subject to options and the related provisions
      with respect to successors to the business of the Corporation are hereby made
      applicable hereunder and are incorporated herein by reference. In general,
      the
      Optionee should not assume that options would survive the acquisition of the
      Corporation.

     

    8. Additional
      Provisions Related to Exercise. 

     

    (a) The
      Option shall be exercisable only on such date or dates and during such period
      and for such number of shares of Common Stock as are set forth in this
      Agreement.

     

    (b) To
      exercise the Option, the Optionee shall follow the procedures set forth in
      Section 5 hereof. Upon the exercise of the Option at a time when there is not
      in
      effect a registration statement under the Securities Act of 1933, as amended
      (the “Securities Act”), relating to the shares of Common Stock issuable upon
      exercise of the Option, the Committee in its discretion may, as a condition
      to
      the exercise of the Option, require the Optionee (i) to execute an Investment
      Representation Statement substantially in the form set forth in
Exhibit
      B
      hereto and (ii) to make such other representations and warranties as are deemed
      appropriate by counsel to the Corporation. 

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (c) Stock
      certificates representing shares of Common Stock acquired upon the exercise
      of
      Options that have not been registered under the Securities Act shall, if
      required by the Committee, bear an appropriate restrictive legend referring
      to
      the Securities Act. No shares of Common Stock shall be issued and delivered
      upon
      the exercise of the Option unless and until the Corporation and/or the Optionee
      shall have complied with all applicable Federal or state registration, listing
      and/or qualification requirements and all other requirements of law or of any
      regulatory agencies having jurisdiction.

     

    9.  No
      Evidence of Employment or Service. Nothing contained in the Plan or
      this Agreement shall confer upon the Optionee any right to continue in
      employment with the Corporation, its parent or any of its subsidiaries or
      interfere in any way with the right of the Corporation, its parent or its
      subsidiaries (subject to the terms of any separate agreement to the contrary)
      to
      terminate the Optionee’s business relationship or to increase or decrease the
      Optionee’s compensation at any time.

     

    10. Restriction
      on Transfer. The Option may not be transferred, pledged, assigned,
      hypothecated or otherwise disposed of in any way by the Optionee, except by
      will
      or by the laws of descent and distribution, and may be exercised during the
      lifetime of the Optionee only by the Optionee. If the Optionee dies, the Option
      shall thereafter be exercisable, during the period specified in Section 4,
      by
      his executors or administrators to the full extent to which the Option was
      exercisable by the Optionee at the time of his death. The Option shall not
      be
      subject to execution, attachment or similar process. Any attempted assignment,
      transfer, pledge, hypothecation or other disposition of the Option contrary
      to
      the provisions hereof, and the levy of any execution, attachment or similar
      process upon the Option, shall be null and void and without effect. The words
      “transfer” and “dispose” include without limitation the making of any sale,
      exchange, assignment, gift, security interest, pledge or other encumbrance,
      or
      any contract therefor, any voting trust or other agreement or arrangement with
      respect to the transfer of any interest, beneficial or otherwise, in the Option,
      the creation of any other claim thereto or any other transfer or disposition
      whatsoever, whether voluntary or involuntary, affecting the right, title,
      interest or possession with respect to the Option.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    11. Specific
      Performance. Optionee expressly agrees that the Corporation will be
      irreparably damaged if the provisions of this Agreement and the Plan are not
      specifically enforced. Upon a breach or threatened breach of the terms,
      covenants and/or conditions of this Agreement or the Plan by the Optionee,
      the
      Corporation shall, in addition to all other remedies, be entitled to a temporary
      or permanent injunction, without showing any actual damage, and/or decree for
      specific performance, in accordance with the provisions hereof and thereof.
      The
      Board of Directors shall have the power to determine what constitutes a breach
      or threatened breach of this Agreement or the Plan. Any such determinations
      shall be final and conclusive and binding upon the
      Optionee.

     

    12. Disqualifying
      Dispositions.
      To the extent the Option is intended to be an Incentive Stock Option, and if
      the
      Optioned Shares are disposed of within two years following the date of this
      Agreement or one year following the issuance thereof to the Optionee (a
“Disqualifying Disposition”), the Optionee shall, immediately prior to such
      Disqualifying Disposition, notify the Corporation in writing of the date and
      terms of such Disqualifying Disposition and provide such other information
      regarding the Disqualifying Disposition as the Corporation may reasonably
      require.

     

    13. Notices.
      All notices or other communications which are required or permitted hereunder
      shall be in writing and sufficient if (i)
      personally delivered or sent by telecopy, (ii)
      sent by nationally-recognized overnight courier or
      (iii) sent by registered or certified mail,
      postage prepaid, return receipt requested, addressed as follows:


     

    if
      to the
      Optionee, to the address (or telecopy number) set forth on the Notice of Grant;
      and

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    if
      to the Corporation, to its principal
      executive office as specified in any report filed by the Corporation with the
      Securities and Exchange Commission or to such address as the Corporation may
      have specified to the Optionee in writing, Attention: Corporate
      Secretary;

    


    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other party in writing in accordance herewith. Any such communication
      shall be deemed to have been given (i) when delivered, if personally delivered,
      or when telecopied, if telecopied, (ii) on the first Business Day (as
      hereinafter defined) after dispatch, if sent by nationally-recognized overnight
      courier and (iii) on the third Business Day following the date on which the
      piece of mail containing such communication is posted, if sent by mail. As
      used
      herein, “Business Day” means a day that is not a Saturday, Sunday or a day on
      which banking institutions in the city to which the notice or communication
      is
      to be sent are not required to be open.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    14. No
      Waiver. No waiver of any breach or condition of this Agreement shall
      be deemed to be a waiver of any other or subsequent breach or condition, whether
      of like or different nature.

     

    15. Optionee
      Undertaking.
      The Optionee hereby agrees to take whatever additional actions and execute
      whatever additional documents the Corporation may in its reasonable judgment
      deem necessary or advisable in order to carry out or effect one or more of
      the
      obligations or restrictions imposed on the Optionee pursuant to the express
      provisions of this Agreement.

     

    16. Modification
      of Rights. The rights of the Optionee are subject to modification
      and termination in certain events as provided in this Agreement and the
      Plan.

     

    17. Governing
      Law.
      This Agreement shall be governed by, and construed in accordance with, the
      laws
      of the State of Nevada applicable to contracts made and to be wholly performed
      therein, without giving effect to its conflicts of laws
      principles.

     

    18. Counterparts;
      Facsimile Execution.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but all of which together shall constitute one
      and
      the same instrument. Facsimile execution and delivery of this Agreement is
      legal, valid and binding execution and delivery for all
      purposes.

     

    19. Entire
      Agreement.
      This Agreement (including the Notice of Grant) and the Plan, and, upon
      execution, the Notice and Investment Representation Statement, constitute the
      entire agreement between the parties with respect to the subject matter hereof,
      and supersede all previously written or oral negotiations, commitments,
      representations and agreements with respect thereto.

     

    20. Severability.
      In the event one or more of the provisions of this Agreement should, for any
      reason, be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other provisions
      of this Agreement, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision had never been contained herein.


     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    21. WAIVER
      OF JURY TRIAL. THE OPTIONEE HEREBY EXPRESSLY, IRREVOCABLY AND
      UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
      TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

    


    [Signature
      Page Follows]


    
      
         

      

      
        10

        
          

        

      

       

    

    


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

     

    
      	 	 	 
	 	
              THORIUM
                POWER, LTD.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Seth
                Grae

            
	
               

            	
              President
                and Chief Executive Officer

            


    

    
    

      

      	 	 	 
	 	
              OPTIONEE:

            
	 	 
	 	
              SEC
                AUDIT PREP INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Larry
                Goldman

            
	 	
            


    

     

    
      [Signature
        Page to Option Agreement]


      
        
          
             

          

          
             

            
              

            

          

           

        

      

       

    

    NOTE
      RE: EXHIBITS

     

    EXHIBITS
      A AND B ARE TO BE SIGNED

    


    WHEN
      OPTIONS ARE EXERCISED,

    


    NOT
      WHEN OPTION AGREEMENT IS SIGNED.


    
      
         

      

      
         

        
          

        

      

       

    

     

    EXHIBIT
      A

    


    THORIUM
      POWER, LTD.

    


    AMENDED
      AND RESTATED 2006 STOCK PLAN

    


    EXERCISE
      NOTICE

    


    Thorium
      Power, Ltd.

    Attention:
      Chief Executive Officer

    


    1. Exercise
      of Option.
      Effective as of today, _______________________, 20__ , the undersigned (the
      “Optionee”) hereby elects to exercise the Optionee’s option to purchase
      ________________ shares of the Common Stock (the “Shares”) of Thorium Power,
      Ltd. (the “Corporation”) under and pursuant to the Amended and Restated 2006
      Stock Plan (the “Plan”) and the Stock Option Agreement dated January 1, 2007
      (the “Stock Option Agreement”), with the purchase of the Shares to be
      consummated on ______________ ___, ____ (the “Effective Date”), which date is
      prior to the termination of the Option and no later than 30 days from the date
      of delivery of this Notice.

    


    2. Representations
      of the Optionee.
      The
      Optionee acknowledges that the Optionee has received, read and understood the
      Plan and the Stock Option Agreement and agrees to abide by and be bound by
      their
      terms and conditions. 

    


    3. Rights
      as Shareholder; Shares Subject to Stockholders Agreement.
      Until
      the stock certificate evidencing such Shares is issued (as evidenced by the
      appropriate entry on the books of the Corporation or of a duly authorized
      transfer agent of the Corporation), no right to vote or receive dividends or
      any
      other rights as a stockholder shall exist with respect to the Shares,
      notwithstanding the exercise of the Option. The Corporation shall issue (or
      cause to be issued) such stock certificate promptly after the Effective Date,
      provided the applicable price has been paid and the required documents have
      been
      received. No adjustment will be made for a dividend or other right for which
      the
      record date is prior to the date the stock certificate is issued, except as
      otherwise provided in the Plan. Unless waived by the Corporation in writing,
      the
      Shares shall automatically become subject to the terms and conditions of any
      stockholders agreement or similar agreement to which a majority of the
      outstanding capital stock of the Corporation is subject at the time of exercise
      and the Optionee shall sign as a condition to the issuance of the Shares such
      joinder agreement, signature pages or other documents in order to evidence
      the
      Optionee’s agreement to be so bound.

    


    4. Tax
      Consultation.
      The
      Optionee understands that the Optionee may suffer adverse tax consequences
      as a
      result of the Optionee’s purchase or disposition of the Shares. The Optionee
      represents that the Optionee has consulted with any tax consultants the Optionee
      deems advisable in connection with the purchase or disposition of the Shares
      and
      that the Optionee is not relying on the Corporation for any tax
      advice.

    


    5. Successors
      and Assigns.
      The
      Corporation may assign any of its rights under the Stock Option Agreement to
      single or multiple assignees (who may be stockholders, officers, directors,
      employees or consultants of the Corporation), and this Agreement shall inure
      to
      the benefit of the successors and assigns of the Corporation. Subject to the
      restrictions on transfer set forth in the Stock Option Agreement, this Agreement
      shall be binding upon the Optionee and his or her heirs, executors,
      administrators, successors and assigns.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6. Interpretation.
      Any
      dispute regarding the interpretations of this Agreement shall be submitted
      by
      the Optionee or by the Corporation forthwith to the Committee, which shall
      review such dispute at its next regular meeting. The resolution of such a
      dispute by the Committee shall be final and binding on the Corporation and
      on
      the Optionee.

    


    7. Governing
      Laws: Severability.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York applicable to contracts made and to be wholly performed
      therein, without giving effect to its conflicts of laws principles. Should
      any
      provision of this Agreement be determined by a court of law to be illegal or
      unenforceable, the other provisions shall nevertheless remain effective and
      shall remain enforceable.

    


    8. Notices.
      Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given if given in the manner specified in the Stock Option
      Agreement.

    


    9. Further
      Instruments.
      The
      parties agree to execute such further instruments and to take such further
      action as may be reasonably necessary to carry out the purposes and intent
      of
      this Agreement.

    


    10. Delivery
      of Payment.
      The
      Optionee herewith delivers to the Corporation the full Option Price for the
      Shares.

    


    11. Entire
      Agreement.
      The
      Plan, the Notice of Grant, and the Stock Option Agreement are incorporated
      herein by reference. This Agreement, the Plan, the Notice of Grant, the Stock
      Option Agreement, and the Investment Representation Statement constitute the
      entire agreement of the parties and supersede in their entirety all prior
      undertakings and agreements of the Corporation and the Optionee with respect
      to
      the subject matter hereof.

     

    
      	Submitted
              by:	 	 	Accepted
              by:
	 	 	 	 
	OPTIONEE:	 	 	THORIUM POWER, LTD.
	 	 	 	 
	
              SEC
                Audit Prep Inc.

            	 	 	
            
	 	 	 	 
	By:	 	 	By:
	
              
                

              

              LARRY
                GOLDMAN

            	 	 	
              
                

              
Its:
	
            	 	 	
              
                
 

            


    

     


    
      
         

      

      
         

        
          

        

      

       

    


    EXHIBIT
      B

    


    THORIUM
      POWER, LTD.

    


    AMENDED
      AND RESTATED 2006 STOCK PLAN

    


    INVESTMENT
      REPRESENTATION STATEMENT

    

      
        	
                OPTIONEE

              	
                :

              	
                ___________________________________

              
	 	 	 
	
                CORPORATION

              	
                :

              	
                THORIUM
                  POWER, LTD.

              
	 	 	 
	
                SECURITY

              	
                :

              	
                Common
                  Stock

              
	 	 	 
	
                AMOUNT

              	
                :

              	
                ___________________________________

              
	 	 	 
	
                DATE

              	
                :

              	
                ___________________________________

              


      

       

    

    In
      connection with the purchase of the above-listed Securities, the undersigned
      Optionee represents to the Corporation the following:

    


    (a) The
      Optionee is aware of the Corporation’s business affairs and financial condition
      and has acquired sufficient information about the Corporation to reach an
      informed and knowledgeable decision to acquire the Securities. The Optionee
      is
      acquiring these Securities for investment for the Optionee’s own account only
      and not with a view to, or for resale in connection with, a “distribution”
thereof within the meaning of the Securities Act of 1933, as amended (the
“Securities Act”).

    


    (b) The
      Optionee acknowledges and understands that the Securities constitute “restricted
      securities” under the Securities Act and have not been registered under the
      Securities Act in reliance upon a specific exemption therefrom, which exemption
      depends upon, among other things, the bona fide nature of the Optionee’s
      investment intent as expressed herein. In this connection, the Optionee
      understands that, in the view of the Securities and Exchange Commission, the
      statutory basis for such exemption may be unavailable if the Optionee’s
      representation was predicated solely upon a present intention to hold these
      Securities for the minimum capital gains period specified under tax statutes,
      for a deferred sale, for or until an increase or decrease in the market price
      of
      the Securities, or for a period of one year or any other fixed period in the
      future. The Optionee further understands that the Securities must be held
      indefinitely unless they are subsequently registered under the Securities Act
      or
      an exemption from such registration is available. The Optionee further
      acknowledges and understands that the Corporation is under no obligation to
      register the Securities. The Optionee understands that the certificate
      evidencing the Securities will be imprinted with a legend which prohibits the
      transfer of the Securities unless they are registered or such registration
      is
      not required in the opinion of counsel satisfactory to the Corporation and
      other
      legends required under the applicable state or federal securities
      laws.

     

    
      	   	 
	Signature
              of
              Optionee:  	
            
	
              
                
 LARRY
                GOLDMAN 

            	
            
	
              Date: