Lightbridge Corp.: Exhibit 10.21 - Filed by newsfilecorp.com






Exhibit 10.21 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED
PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[REDACTED]*”. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION. 

AMENDMENT NO. 1 TO CONSULTANCY AGREEMENT 

This Amendment No. 1 (this “Amendment No. 1”) to the
Agreement (defined below) is made on January 1, 2013 and entered into by and
between The Federal Authority for Nuclear Regulation, established pursuant to
United Arab Emirates Federal Law No. (6) of 2009, whose principal office is at
Crescent Tower, Mezzanine Floor, Sheikh Zayed First Street, Khalidiya, P.O. Box
112021, Abu Dhabi, United Arab Emirates (“FANR”) and Lightbridge
Corporation, whose principal office is at 1600 Tysons Boulevard, Suite 550,
Tysons Corner, VA 22102 USA, (the “Consultant”), each a “Party” and
collectively the “Parties”. 

RECITALS 

	A. 	
      WHEREAS, FANR and the Consultant entered into a
      consultancy agreement on the 15th day of July 2012, pursuant to which.
      FANR engaged the Consultant to provide certain consultancy services in
      relation to the nuclear sector (the “Agreement”).

	 	 
	B. 	
      WHEREAS, Part 4 (2013 Services) of Schedule 1 to
      the Agreement requires (i) the Consultant to submit to FANR a draft
      services schedule for the services to be performed by the Consultant under
      the Agreement in 2013 complete with a comprehensive list of its Personnel
      with the hourly rates for each and (ii) that once such schedule has been
      agreed between the Parties in writing (the “Schedule”) it shall be
      incorporated into the Agreement by written amendment.

	 	 
	C. 	
      WHEREAS, the Parties now wish to amend the
      Agreement as described herein to incorporate the
  Schedule.



NOW THEREFORE, in consideration of the mutual covenants
and conditions set forth in the recitals above, which are incorporated herein by
reference, the Parties hereby agree as follows: 

	1 	
      AMENDMENT TO THE AGREEMENT

	 	 
		
      Part 4 (2013 Services) of Schedule 1 to the Agreement
      shall be amended, restated and replaced in its entirety with the
      attachment hereto.

	 	 
	2 	
      MISCELLANEOUS

	 	 
	2.1 	
      Binding. The Parties acknowledge and agree that,
      subject to paragraph 2.3 of this Amendment No. 1, the provisions of the
      Agreement remain in full force and effect.

	 	 
	2.2 	
      References to “this Agreement” or similar. Each
      reference in the Agreement to “this Agreement”, “hereunder” or words of
      like import referring to the Agreement shall mean and be a reference to
      the Agreement, as amended by this Amendment No. 1.



1 





	2.3 	
      Precedence. In the event of any discrepancy,
      ambiguity or inconsistency between the content of this Amendment No. 1 and
      any provision of the Agreement in relation to the matters covered herein,
      the provisions of this Amendment No. 1 shall take precedence and shall
      prevail to the extent of such conflicting provisions of the
    Agreement.

	 	 
	2.4 	
      Successors and Assigns. This Amendment No. 1 shall
      be binding upon and shall inure to the benefit of the Parties and their
      respective successors and permitted assigns.

	 	 
	2.5 	
      Third Party Rights. Except as explicitly provided
      herein, no person may enforce any of the terms, provisions or rights under
      this Amendment No. 1 or shall have any third party rights of any
    kind.

	 	 
	2.6 	
      Counterparts. This Amendment No. 1 may be signed
      in any number of counterparts, and each Party may sign one or more
      counterpart. The counterparts shall together form and be construed as one
      and the same document.

	 	 
	2.7 	
      The provisions of clauses (4) Representations and
      Warranties, 5 (Personnel and Staff), 7 (Intellectual Property), 10
      (Relationship between the Parties), 11.1 (Indemnification), 11.2
      (Consequential Loss),16 (Confidentiality), 17 (Assignment), 18
      (Amendment), 19 (Force Majeure), 21 (Notices), 22 (Conflicts), 24
      (Waiver), 25 (Further Assurance), 26 (Costs), 27 (Third Party Rights), 28
      (Entire Understanding), 29 (Severance), 30 (Set-off and Counterclaim), 31
      (Governing Law), and 32 (Dispute Resolution) of the Agreement shall apply
      mutatis mutandis to this Amendment No. 1.



[Signature page follows] 

2 




IN WITNESS WHEREOF, the undersigned have executed this
Amendment No 1 as of the day and year first above written. 

For and on behalf of: The Federal Authority for Nuclear
Regulation 


	By: 	/s/ William D. Travers 
	                       	Name:	William D.
  Travers  
	                   	Title:                    	Director
General  
	  	  	 
	  	  	 
	For and on behalf of:
      Lightbridge Corporation 
	  	  	 
	By: 	/s/ Seth Grae  
	                   	Name:            	Seth Grae  
	                   	Title:            	President and Chief Executive
      Officer  




3 




ATTACHMENT 
2013 SERVICES 

	4 	
      2013 SERVICES

	 	 
	4.1 	
      For the period beginning January 1, 2013 and ending on
      December 31, 2013 the Consultant shall, to the extent requested by FANR
      through Task Order(s), perform the Services described below (each a
      “Task”).

	 	 
	4.2 	
      In general, the Consultant will support the goals of FANR
      by providing on-going strategic advice and assistance to FANR. This
      includes proactively identifying issues and proposing solutions to ensure
      FANR meets its regulatory objectives, and responding quickly with
      appropriate expertise to requests from FANR.



Task 1 – Licensing Process and Guidelines for Nuclear
Facilities 

Summary 

Support FANR to implement licensing guidance and guidelines and
to identify/resolve licensing issues to support the review of license
applications for nuclear facilities. 

Objective 

The objective of this Task is to support FANR to implement
processes, procedures, guidelines, and criteria, and resolve issues in order to
effectively and efficiently review nuclear facility license applications. 

Scope of Work

The Consultant will support FANR to implement licensing
guidance that is necessary for the assurance of safety, security and safeguards
for siting, constructing, and operating nuclear facilities. This includes
providing assistance and advice to FANR to assist in the identification and
resolution of licensing issues. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Support implementation of licensing guidelines and assist
      in identifying and resolving licensing issues 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 



__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

4 




Key Personnel

*[Redacted]* 

FANR identify licensing issues for resolution. FANR will review
proposed solutions to issues and provide any comments to the Consultant for
resolution. 

Task 2 – Regulations and Regulatory Guides for Nuclear
Facilities 

Summary 

Provide support to FANR for identifying and developing safety
regulations and regulatory guides to support submission and review of license
applications for construction and operation of nuclear facilities. 

Objective 

A major part of FANR’s mission is to make safety and security
decisions on license applications to site, construct and operate nuclear
facilities. The Nuclear Law, regulations and supporting documents help implement
this responsibility. These documents will also help ensure the quality of ENEC’s
applications and decisions made by FANR. The overall objective of this Task is
to assist FANR in implementing its regulatory responsibility by identifying and
developing regulations and regulatory guides for nuclear facilities. 

Scope of Work 

The Consultant will support FANR in the development of
regulations and regulatory guides for the assurance of safety, security and
safeguards for siting, constructing and operating nuclear facilities. 

The specific regulations and guides to be developed, and their
development schedule will be determined by FANR. Development of regulatory
guides will follow the development of the regulations and they will be based on
a review of the IAEA requirements and guides, the “Country of Origin” guides,
the United States’ guides and other countries’ guides, as appropriate. For each
regulation, a “comparison analysis” with the appropriate IAEA standard(s) will
also be developed. 

The Consultant will also support FANR in the development of a
“basis file” or similar document for FANR regulations, which would provide a
historical perspective of the regulation or guide and the various reasons for it
and input to it. 

__________________________________________

  *
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

5 




The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Regulations and regulatory guides development support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

FANR will determine what regulations and guides to pursue and
on what time schedule. FANR will provide guidance for developing regulations,
and review draft regulations and guides provided to it by the Consultant and
provide comments. 

Task 3 – Safeguards and Export/Import Program Regulatory
Support 

Summary 

The Consultant shall support FANR to develop and implement the
UAE national safeguards and export/import program to regulate the tracking and
monitoring of, and accounting for, regulated material, as defined in the Nuclear
Law (“Regulated Material”), to implement safeguards agreements through
the conduct of specific activities, and to implement systems to control the
export/import of Regulated Material. 

Objective 

The overall objective is to support the development of
regulations and procedures; and define programs and activities that can be used
by FANR to license, provide regulatory oversight, track, monitor and account for
nuclear material to deter and protect against theft or diversion of such
materials. This includes Regulated Material control and accountability and
implementation of the FANR responsibilities regarding import/export controls.


Scope of Work 

The Consultant will support FANR in the
development/implementation of an effective and efficient safeguards program,
including export/import controls. This includes: 

	•  	Assisting in the development of safeguards and
      export/import regulatory guides; 
	 	 
	•  	Reviewing licensed safeguards and export/import
      activities; and 
	 	 
	•  	Supporting safeguards inspections, including
      the IAEA complimentary access. 


__________________________________________

  *
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

6 




The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Safeguards and export/import regulations, licensing and
      inspection support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel

*[Redacted]*

 FANR Support 

FANR will determine what regulations and guides to pursue and
on what time schedule. FANR will provide guidance for developing regulations,
and review draft regulations and guides provided to it by the Consultant and
provide comments. 

Task 4 – FANR Operating Experience Program 

Summary 

Provide assistance to FANR in establishing an operating
experience feedback program, including obtaining foreign countries’ experience
and guidance in relation to the siting, construction and operation of nuclear
power reactors. The program shall also be designed to collect and analyse
experience for other nuclear programs relevant to safety and to share FANR
experience with international organizations. 

Objective 

The objective of this Task is to assist FANR in achieving its
safety mission for nuclear power plants and other nuclear programs relevant to
safety. The review and understanding of previous experience will provide insight
to help focus FANR regulatory activities so as to achieve the highest level of
safety. Such review will also help avoid mistakes that have been made in
existing nuclear programmes. 

Scope of Work 

The Consultant will assist FANR to design and implement an
effective operating experience program that is focused on FANR’s needs and is
results oriented. This includes developing and implementing a program and
projects plans. The Consultant will give first priority to knowledge transfer
related to operating experience in connection with the siting and construction
of nuclear power plants in other countries (especially China, Finland, France,
Japan, Korea and the United States). 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

7 




IAEA documents and discussions with key personnel involved with
operating experience will also be examined for relevant information. The
Consultant will interact with regulators and vendors in the selected countries
to obtain appropriate data, and will assist FANR to develop memoranda of
understanding (“MOUs”), as requested by FANR. The Consultant will analyse
the data obtained and provide reports to FANR. Once these activities for siting
and construction experience data are completed, foreign experience data from
nuclear power plant operations and other safety-related nuclear programs,
especially for start-up and power ascension, will be collected and analysed.


The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Support the development of a program related to
      Construction Operating Experience Feedback (COEF) 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

As necessary and where possible, facilitate access to foreign
regulatory organizations and vendors. 

Task 5 – Nuclear Facilities Inspection Program
Support

Summary 

Support FANR to develop and implement an inspection and
assessment program for nuclear facilities and vendors. 

Objective 

The objectives of this Task are to assist FANR to develop and
implement a construction and operations inspection program, and perform its
safety regulatory oversight responsibilities. Specifically, (I) the Consultant
will develop draft new or modifications of the elements of FANR’s inspection
program; (2), the Consultant will help FANR conduct reviews and inspections of
site activities, ENEC quality assurance, including related vendor manufacturing
and fabrication activities, and other construction related activities; and (3)
the Consultant will help FANR conduct licensee assessments. The Consultant will
also assist with training/mentoring of newly certified FANR inspectors. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

8 




Scope of Work 

The Consultant will assist FANR in the development of its
inspection program. The Consultant shall assist in completing or modifying
inspection instructions, maintaining an inspection manual and developing
enforcement instructions/guidelines. 

The Consultant will provide experienced inspection support to
facilitate FANR’s inspections and assessments of ENEC’s site activities and
Management System as defined in the Nuclear Law, FANR regulations or license
conditions, vendor activities and other construction or operations related
activities. 

The Consultant will assist with the license performance
assessment using FANR procedures and instructions. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES  	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Inspection Program Development Support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Conduct Inspections 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

Provide reasonable site access and lead inspections. Review,
comment and approve the inspection instructions developed by the Consultant.


Task 6 – International Agreements and Conventions
Implementation

Summary 

Provide assistance to FANR for implementing international
agreements and conventions. Objective The UAE has entered into
multilateral agreements with the IAEA and has become a party to nuclear and
radioactive waste/spent fuel safety conventions. The overall objectives of this
Task are to assist FANR in meeting the UAE obligations under these conventions,
and support FANR in their preparation for receiving IAEA safety services. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

9 




Scope of Work 

The Consultant will support FANR’s preparation for and
development of the UAE national report for the IAEA Convention on Nuclear Safety
(the “CNS”) 6th Review Meeting and other IAEA or international
activities. In carrying out this scope of work, the Consultant will train and
mentor FANR employees in order to facilitate knowledge transfer. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	IAEA Convention on Nuclear Safety (the “CNS”) 6th Review
      Meeting Support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Other IAEA activities, including Fukushima related
      activities 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]* 

FANR will review detailed outlines, and drafts of reports
provided to it by the Consultant and provide comments; provide insights into any
unique UAE requirements and policies that must be considered; and facilitate
interaction with ENEC and other UAE government organizations where necessary.


Task 7 – Other Advice and Assistance for Nuclear Regulatory
Program 

Summary 

Provide advice and assistance to FANR management and staff for
activities not specified in the other Tasks, when requested by FANR in a Task
Order (i.e. “on call” assistance and advice). This may include but not be
limited to providing assistance and advice in identifying and resolving
technical, policy and administration issues and defining and implementing
regulatory strategy for licensing reviews and inspections. 

Objective 

New issues/questions (e.g. implementation of the new Nuclear
Liability Law) will arise as FANR develops and implements its regulatory and
administration program and activities, and new managers and staff are hired. The
objective of this Task is to assist FANR in meeting its regulatory
responsibilities in a timely and effective manner. To this end, when requested
by FANR in a Task Order, the Consultant will provide advice and assistance to
help FANR develop and implement its nuclear regulatory program. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

10 




Scope of Work 

The specific activities under this Task are unknown at this
time, but will be identified and specified by FANR. Examples of past activities
include assisting FANR recruit staff, development of job descriptions,
evaluation of administration and regulatory policy questions, and assistance
with the development of FANR products not within the scope of other tasks. The
Consultant shall proactively suggest activities for FANR approval and will
respond quickly with appropriate expertise to requests from FANR. The
Consultant’s response to a FANR written request may be in the form of a written
report, briefing, or discussion with FANR management via phone or in meetings.


Work activities will be in response to requests from the
Director General, the Deputy Director General for Operations and/or the Deputy
Director General for Administration, or their designee. The work activities and
estimated hours for these activities are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Advice and assistance to the Director General’s office 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Advice and assistance to the Operations Division 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Advice and assistance to the Administration Division 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel

*[Redacted]*

 FANR Support

FANR shall identify and decide issues/questions and activities
on which advice and assistance is needed by FANR from the Consultant. 

Task 8 – Radiation Safety Regulatory Support 

Summary 

Provide support to FANR for developing and implementing
regulations, regulatory guides, license reviews and inspections in the radiation
safety area, including waste and emergency planning and preparedness. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

11 




Objective 

Support FANR implementation of licensing and inspection of
Regulated Materials and waste safety, and internal FANR emergency preparedness
and response, as well as those radiation protection and emergency preparedness
and response activities associated with nuclear facilities. 

Scope of Work
  Activities

 The Consultant will support FANR in the development and
  implementation of an effective and efficient radiation safety regulatory
  program. This includes: 

	• 	Implementation of a program to license
      Regulated Materials users and radiation safety at nuclear facilities;
  
	 	 
	• 	Implementation of an inspection program; 
	 	 
	• 	Implementation of improvements resulting from
      the IAEA IRRS mission; 
	 	 
	• 	Implementation of the UAE nuclear waste policy;
    
	 	 
	• 	Identification of regulatory issues and
      proposing solutions; 
	 	 
	• 	Training and mentoring FANR staff; and 
	 	 
	• 	Supporting other radiation safety regulatory
      activities, such as the source registry, dose registry, internal FANR
      emergency preparedness and Incident Response Centre. 


Consultant support of the above will include (as decided by
FANR) the long-term assignment of a senior staff to the FANR office to be
managed by the Director of Radiation Safety Department. 

The work activities and
  estimated hours for these activities are: 


	
ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Radiation Safety (as defined in the Nuclear Law) regulatory
      program support, including FANR emergency preparedness and incident
      response 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]* 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

12 




FANR Support 

FANR will determine what regulations, guides, and review and
inspection procedures to pursue and on what time schedule. FANR will provide
guidance for developing regulations, and review draft regulations, guides and
review procedures provided to it by the Consultant and provide comments. FANR
will direct and supervise long-term staff assigned to FANR by the Consultant
unless otherwise agreed. 

Task 9 – Government Communications Support 

Summary 

Assist FANR’s Government Communications Department with the
development of its international, UAE Government and information outreach
activities. 

Objective 

The overall objective of this Task is to assist FANR to develop
and implement an effective and efficient program for international cooperation,
UAE Government cooperation, public communication outreach, and internal FANR
communication and engagement. 

Scope of Work 

The Consultant will support FANR with the development and
review of activities under the Government Communication Department scope of
responsibility. This include, but is not limited to, activities in support of
international cooperation, UAE Government cooperation and public communication
outreach, internal FANR communication and engagement, and emergency
communication. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Government Communication Department programs and activities
      support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

FANR will determine what activities to pursue and on what time
schedule. FANR will provide guidance for support requested from the Consultant.


__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

13 




Task 10 – Integrated Management System (IMS) Processes and
Procedures, and Internal Operating Systems

Summary 

Provide advice and assistance to FANR in completing the
development and review of processes, procedures, instructions and templates to
support the FANR IMS, and the development of support systems and tools. 

Objective 

The overall objective is to assist FANR in establishing a
highly efficient and effective organization by continuing implementation and
evaluation of the IMS, and implementation of support systems (e.g. document
management system). 

Scope of Work 

The Consultant will work with FANR to develop, refine and
finalize a series of processes, procedures and instructions needed to support
the FANR IMS. The Consultant will also assist FANR in developing and
implementing management support systems needed for effective and efficient
operation (e.g., implementation of a FANR document management system. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Develop and modify procedures in support of FANR IMS 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Assist with the development and implementation of FANR
      management support systems, including document management 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

FANR will provide policy and program directions. FANR shall
review, comment and approve work products provided to it by the Consultant. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

14 




Task 11 – Training and Development of FANR Staff 

Summary

Provide assistance to FANR in developing and providing
regulatory and technical training to the FANR staff, and developing and
maintaining a knowledge management program. 

Objective 

The overall objective is to assist FANR to ensure that it has a
highly qualified staff to accomplish FANR’s mission. The specific objective is
to help identify FANR training needs and provide training to FANR staff in
sufficient time for them to perform required regulatory responsibilities and
assist FANR in capturing and transferring the knowledge of its program,
activities and decisions. 

Scope of Work 

Based on key milestones for the regulatory program, utilizing
the recognized Systematic Approach to Training (“SAT”) and FANR
requirements for hiring, the training of the necessary staff will be identified
by FANR with input from the Consultant. When requested by FANR in writing, the
Consultant will work interactively with FANR to identify training needs,
lectures and lesson plans from the SAT and develop technical, regulatory and
leadership training course outlines or syllabus, and present the training to
FANR staff. The Consultant will also assist FANR with the development of a
competency framework for FANR’s organizational positions. The work activities
and estimated hours for these activities are: 


	ACTIVITIES  	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Develop and conduct training for FANR staff 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Competency framework development support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

Provide policy and program directions. FANR will define
training needs. FANR shall review, comment and approve work products provided to
it by the Consultant. FANR will provide appropriate facilities to conduct the
training. FANR will facilitate access for the Consultant to interact with other
regulatory bodies as necessary. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

15 




Task 12 – Security of Regulated Materials Regulatory Support


Summary 

Provide support to FANR for developing and implementing
regulatory guides, license reviews and inspections processes in the Regulated
Materials security area. 

Objective 

The objective is the development of regulatory guides,
procedures and instructions regarding the license process and inspection process
associated with the security of Regulated Materials.

 Scope of Work
  Activities

 The Consultant will support. FANR in the development and
  implementation of an effective and efficient Regulated Materials security
  program. This includes support in the areas of regulations development,
  licensing and inspection. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Security of Regulated Materials regulatory support 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




Key Personnel 

*[Redacted]*

 FANR Support 

Each document established will be submitted to FANR by the
Consultant for review and comment. 

2013 Billing Rates 

The rates for the Contractor’s Personnel shall be as set forth
below. 

Substitution of Personnel will be handled in accordance with
clause 4(o) of the Agreement Invoices sent to FANR shall break down each partial
hour worked into 1/10 of an hour increments based on the time actually spent in
performing the Services. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

16 





	Personnel and consultants 	2013 Hourly Rate (USD) 
	
Pay Level I – Special Expert 	


	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	  
	  	  
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	
Pay Level II – Senior Expert 	


	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	*[Redacted]* 	*[Redacted]* 
	
Pay Level III – Project Support 	


	*[Redacted]* 	*[Redacted]* 


Additional Consultant’s Personnel may be added to the above
table only with the written consent of FANR, such consent to be given in FANR’s
sole discretion. 

2013 Hour Caps 

The Task Order process shall be used in accordance with clauses
2.3 and 8.1 and Schedule 7 of this Agreement to determine the budget and
applicable Fee associated with each Task Order. No Services shall proceed
without a mutually agreed and executed Task Order. The hour caps for the Tasks
performed under the Agreement for 2013 are indicated in the table below (the
“Hour Caps”). The Hour Caps constitute a ceiling that shall not, without
the prior written consent of FANR, be exceeded (excluding pre-approved travel
costs, per diems and other pre-approved expenses, but inclusive of any
discounts). 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

17 






	Task 	Amount 
	Task 1 - Licensing Process and Guidelines for Nuclear
      Facilities 	*[Redacted]* total hours 
	Task 2 - Regulations and Regulatory Guides for Nuclear
      Facilities 	*[Redacted]* total hours 
	Task 3 - Safeguards and Export/Import Program Regulatory
      Support 	*[Redacted]* total hours 
	Task 4 - FANR Operating Experience Program 	*[Redacted]* total hours 
	Task 5 - Nuclear Facilities Inspection Program Support 	*[Redacted]* total hours 
	Task 6 - International Agreements and Conventions
      Implementation 	*[Redacted]* total hours 
	Task 7 - Other Advice and Assistance for Nuclear Regulatory
      Program 	*[Redacted]* total hours 
	Task 8 - Radiation Safety Regulatory Support 	*[Redacted]* total hours 
	Task 9 - Government Communications Support 	*[Redacted]* total hours 
	Task 10 - Integrated Management System (IMS) Processes and
      Procedures, and Internal Operating Systems 	*[Redacted]* total hours 
	Task 11 - Training and Development of FANR Staff 	*[Redacted]* total hours 
	Task 12 - Security of Regulated Materials Regulatory
      Support 	*[Redacted]* total hours 
	TOTAL 	*[Redacted]*




FANR may only authorize increases to the Hour Caps if such
authorization is in writing and signed by the Director General, the Deputy
Director General for Operations and/or the Deputy Director General for
Administration, or their designee. 

Further, as noted in clause 8.4 of the Agreement, FANR may
review the actual and projected scope of Services to be performed under the
Agreement to ensure that the resources meet FANR’s requirements. If FANR
determines that fewer resources are required, the Parties will mutually agree on
a reduction to the Fees payable hereunder to reflect the necessary adjustments.
For the avoidance of doubt, if any such reduction is implemented, the Hour Caps
set forth above shall be subject to a corresponding reduction. 

__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

18