TERMINATION
      AGREEMENT

    


    TERMINATION
      AND RELEASE AGREEMENT, dated as of January 5, 2007 (this “Agreement”), between
      THORIUM POWER, LTD., a Nevada corporation (the “Company”) and THOMAS GRAHAM, JR.
      (“Optionee”). 

    


    BACKGROUND

    


    The
      parties
      desire to terminate that certain stock option agreement, dated June 14, 2001,
      between Thorium Power Inc., now a subsidiary of the Company, and the Optionee,
      by which the Optionee was granted the option to purchase 100,000 shares of
      common stock in Thorium Power Inc.
      (the
“Option Agreement”), Following the merger between the Company and Thorium Power
      Inc., the options to purchase the shares under Option Agreement were converted
      into options to purchase 2,562,780 shares of common stock in the Company. The
      board of directors of the Company by written consent, dated as of the date
      of
      this Agreement, unanimously resolved to terminate the Option Agreement as of
      the
      date hereof through this Agreement. The board of directors also unanimously
      resolved to grant of 467,242 stock options to the Optionee under a separate
      agreement in the form of Exhibit A hereto that is being entered into on or
      about
      the date hereof.

    


    NOW,
      THEREFORE, in consideration of the mutual agreements set forth herein and for
      such other good and valuable consideration the receipt and adequacy of which
      is
      hereby acknowledged, the parties hereto, intending to be legally bound, hereby
      agree as follows:

    


    1. Termination
      and Release.
      The
      Option Agreement is hereby terminated and of no further force and effect. In
      consideration of the mutual promises herein contained and such other good and
      valuable consideration, the receipt and adequacy of which is hereby
      acknowledged, each party hereto hereby releases and forever discharges the
      other
      party hereto, its officers, directors, employees, agents and representatives
      from any and all claims, liabilities, suits and damages arising or in any way
      related to the Option Agreement and agrees not to commence any such suit or
      make
      any such claim against the other party, its officers, directors, employees,
      agents or representatives. Each party hereto represents and warrants to the
      other party that he has not made any such claim or suit prior to the date
      hereof.

    


    2. Grant
      of New Option.
      The
      Company shall grant to the Optionee 467,242 stock options under the Company’s
      2006 Stock Plan by entering into a Stock Option Agreement that is substantially
      in the form of Exhibit A hereto.

    


    3. Miscellaneous.
      This
      Agreement constitutes the entire agreement between the parties regarding the
      subject matter hereof and supersedes all prior understandings, agreements,
      or
      representations by or between the parties, written or oral, to the extent they
      related in any way to the subject matter hereof. No changes, modifications,
      or
      waivers to this Agreement will be effective unless in writing and signed by
      both
      parties. In the event that any provision hereof is determined to be illegal
      or
      unenforceable, that provision will be limited or eliminated to the minimum
      extent necessary so that these terms and conditions shall otherwise remain
      in
      full force and effect and enforceable. The terms and conditions of this
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without giving effect to the conflicts of law principles
      thereof. Neither party may assign its rights or delegate its duties under this
      Agreement without the express prior written consent of the other party. This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and 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.

     

    [signature
      page follows]


    
      
        
        

      

      
        
        

        
          

        

      

       

    

    


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

    


    
      	 	 	 
	 	
              THORIUM
                POWER, LTD:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Seth
                Grae, President and 
Chief  Executive
                Officer

            
	 	
            


    

     

    
      	 	 	 
	 	
              OPTIONEE:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Thomas
                Graham, Jr.

            
	 	
            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    EXHIBIT
      A

    


    Stock
      Option Agreement

    


    (See
      Attached)