Lightbridge Corp.: Exhibit 10.20 - Filed by newsfilecorp.com






Exhibit 10.20

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. 

STRICTLY CONFIDENTIAL 

CONSULTANCY AGREEMENT 


DATED: 15 JULY 2012 


THE FEDERAL AUTHORITY FOR NUCLEAR REGULATION 

AND


LIGHTBRIDGE CORPORATION 




CONSULTANCY AGREEMENT 

This Consultancy Agreement (this “Agreement”) is made on
15 July 2012 and entered into by and between The Federal Authority for Nuclear
Regulation, established pursuant to United Arab Emirates Federal Law No. (6) of
2009 (the “Nuclear Law”), 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 the 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. 	
      FANR is the regulator of nuclear-related activities in
      the United Arab Emirates;

	 	 	 
	 	B. 	
      The Consultant has been providing strategic advice on
      civilian nuclear programs to FANR pursuant to a Nuclear Regulatory
      Consulting and Strategic Advisory Agreement between FANR (prior to its
      incorporation) and Thorium Power Ltd. (now Lightbridge Corporation) dated
      August 1, 2008 as amended by an amendment agreement dated May 18, 2009
      (together the “Original Agreement”);

	 	 	 
	 	C. 	
      The Parties agree that the term of the Original Agreement
      is deemed to have expired on 31 December 2011; and

	 	 	 
	 	D. 	
      For the avoidance of doubt the survival provisions
      contained in Article 24.3 of the Original Agreement shall continue to be
      effective, notwithstanding the execution of this
  Agreement.



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. 	
      TERMS OF INTERPRETATION



For the purposes of this Agreement,
except to the extent that the context otherwise requires: 

	 	(a) 	
      when a reference is made in this Agreement to a clause,
      Schedule or Appendix such reference is to a clause, Schedule or Appendix
      to this Agreement, unless otherwise indicated;

	 	 	 
	 	(b) 	
      the Recitals, Schedules and Appendices form part of this
      Agreement;

	 	 	 
	 	(c) 	
      the headings of this Agreement are for reference purposes
      only and do not affect, in any way, the meaning or interpretation of this
      Agreement;

	 	 	 
	 	(d) 	
      the words “hereof’, “herein”, “hereto”, and “hereunder”
      and words of similar import, when used in this Agreement, refer to this
      Agreement as a whole and not to any particular provision of this
      Agreement;



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	 	(e) 	
      whenever the words “include”, “includes” or “including”
      (or similar terms) are used in this Agreement, they are deemed to be
      followed by the words “without limitation”;

	 	 	 
	 	(f) 	
      the words and definitions contained in this Agreement are
      applicable to the singular, as well as the plural, forms of such
    terms;

	 	 	 
	 	(g) 	
      words denoting a gender include the other
  gender;

	 	 	 
	 	(h) 	
      the use of “or” is not intended to be exclusive, unless
      expressly indicated otherwise;

	 	 	 
	 	(i) 	
      words denoting persons shall include individuals, sole
      proprietorships, companies, corporations, partnerships, firms, joint
      ventures, trusts, unincorporated associations, states and governmental
      entities;

	 	 	 
	 	(j) 	
      reference to a person (including to FANR and the
      Consultant) includes reference to the person’s successors, permitted
      transferees and permitted assigns; and

	 	 	 
	 	(k) 	
      dates and periods of time referred to in this Agreement
      shall be construed in accordance with the Gregorian
  calendar.




	2. 	
      THE SERVICES




	 	2.1 	
      The Consultant shall provide to FANR the services
      identified in Schedule 1, including any supplementary services as
      described in clause 14 (the “Supplementary Services”) on a
      work-for-hire basis, in accordance with the timeline set out therein.
      Where used hereinafter in this Agreement, the term Services shall include
      Supplementary Services (if any).

	 	 	 
	 	2.2 	
      The Consultant shall commit to its obligations under this
      Agreement the time, attention and skill necessary for the proper
      performance of those obligations.

	 	 	 
	 	2.3 	
      The Consultant shall not commence performance of any
      Services until the Parties have executed a mutually agreeable task order.
      The form of task order is attached as Schedule 5 (each a “Task
      Order”). Subject to clause 2.4 the Consultant shall not perform any
      Services which have not first been set forth in a Task Order.

	 	 	 
	 	2.4 	
      Where a Task Order describes parts of the Services in
      general terms, but not in complete detail, it is understood that the
      Services include any incidental work and/or services that can reasonably
      be inferred as required and necessary to complete the Services.

	 	 	 
	 	2.5 	
      Where any Services have been performed between 1 January
      2012 and the date of this Agreement, by or on behalf of the Consultant for
      FANR, in relation to or in connection with any Services described
      hereunder (the “Prior Works”), the Parties agree that, upon the
      execution of this Agreement, this Agreement will:



2 





	 	(a) 	
      retrospectively apply to all Prior Works;

	 	 	 
	 	(b) 	
      supersede and replace any contractual or other
      arrangements between the Parties in relation to the Prior Works;

	 	 	 
	 	(c) 	
      retrospectively apply to any instructions or directions
      given by FANR to the Consultant in relation to or in connection with the
      Prior Works; and

	 	 	 
	 	(d) 	
      take into account any sums paid by FANR to the Consultant
      in relation to or in connection with the Prior Works, provided that
      Schedule 2 shall apply from 1 August
2012.




	3. 	
      TERM AND TERMINATION




	 	3.1 	
      This Agreement shall commence on the date hereof and
      shall continue until 31 December 2014 (the “Term”). FANR may upon
      written notice to the Consultant, provided no later than 30 November 2013,
      extend the Term for an additional period of either one (1) year, two (2)
      years or for such other period as agreed between the Parties.

	 	 	 
	 	3.2 	
      Either Party may terminate this Agreement with immediate
      effect by giving written notice to the other if the other Party is in
      material breach of the terms of this Agreement and, where such breach is
      capable of a remedy, fails to remedy such breach within thirty (30) days
      of receipt of notice of the breach and the steps required to remedy
    it.

	 	 	 
	 	3.3 	
      FANR may terminate this Agreement with immediate effect
      by giving written notice to the Consultant if the
  Consultant:




	 	(a) 	
      passes a resolution for winding up (other than for the
      purposes of a solvent amalgamation, reconstruction or restructuring) or a
      court makes an order to that effect; or

	 	 	 
	 	(b) 	
      becomes or is declared insolvent or convenes a meeting of
      or makes or proposes to make any arrangement or composition with its
      creditors, which would result in the Consultant becoming insolvent;
    or

	 	 	 
	 	(c) 	
      has a liquidator, receiver, administrator, administrative
      receiver, manager, trustee or similar officer appointed over any of its
      assets; or

	 	 	 
	 	(d) 	
      ceases, or threatens to cease, to carry on its
      business.




	 	3.4 	
      FANR may, upon fourteen (14) days’ written notice to the
      Consultant, terminate this Agreement at any time for its convenience, at
      its absolute and sole discretion. In the event of such termination for
      convenience, FANR shall reimburse the Consultant for all Services
      performed prior to the effective date of such termination, plus all
      pre-approved costs incurred prior to such dates.



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	3.5 	
      Either Party may terminate this Agreement pursuant to
      clause 19.

	 	 
	3.6 	
      FANR may terminate this Agreement with immediate effect
      by giving written notice to the Consultant in the event that the
      Consultant has breached its obligations in respect
of:




	 	(a) 	
      confidentiality set out in clause 16;

	 	 	 
	 	(b) 	
      intellectual property set out in clause 7;
  and/or

	 	 	 
	 	(c) 	
      unlawful inducement and other requirements set out in
      clause 4(n).




	3.7 	
      Upon expiration or termination of this Agreement, no
      Party shall have any further liability to the other Party unless otherwise
      specifically stated herein; provided that such expiration or termination
      shall be without prejudice to the accrued rights of any Party as of the
      time of expiration or termination.

	 	 
	3.8 	
      Upon expiration or termination of this Agreement, the
      Consultant shall transfer, assign and make available to FANR all property
      and materials of FANR in the Consultant’s possession or subject to the
      Consultant’s control.




	4. 	
      REPRESENTATIONS AND
WARRANTIES



The Consultant represents and warrants
to FANR that: 

	 	(a) 	
      it is a corporation duly organised, validly existing and
      in good standing under the laws of the state, country or jurisdiction of
      its formation;

	 	 	 
	 	(b) 	
      it has all requisite corporate or similar power and
      authority, and has taken all corporate action necessary in order to
      execute, deliver and perform the Services and its obligations under this
      Agreement;

	 	 	 
	 	(c) 	
      this Agreement is a legal, valid and binding obligation
      of the Consultant enforceable against it in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganisation,
      moratorium and similar laws of general applicability relating to or
      affecting creditors’ rights and to general equity principles;

	 	 	 
	 	(d) 	
      it shall comply with all applicable laws, rules,
      regulations, proclamations and orders, both in the United Arab Emirates
      and in any other relevant jurisdiction, in connection with the provision
      of the Services, including all laws related to obtaining any required
      business or work permits or licenses, the health and safety of its
      employees, immigration, and customs (and the Consultant shall pay the
      costs and expenses of all of the foregoing);

	 	 	 
	 	(e) 	
      the execution, delivery and performance of this Agreement
      by the Consultant, and the consummation of the transaction contemplated
      hereby, will not constitute or result in (i) a breach or violation of, or
      a default under, its certificate of incorporation, by-laws, or other
      organisational documents; or (ii) a breach or violation of; or default
      under, or the acceleration of any of its obligations, or the creation of a
      lien, pledge, security interest or other encumbrance on its assets (with
      or without notice, lapse of time or both) pursuant to any agreement
      binding upon it;



4 





	 	(f) 	
      it shall perform the Services with the care, diligence,
      skill and judgment (including good, safe and prudent practice) and
      foresight that would reasonably be expected to be observed by a highly
      skilled and highly experienced international consultant carrying out
      activities the same as or similar to the Services under the same or
      similar circumstances;

	 	 	 
	 	(g) 	
      it shall deliver all deliverables to FANR free of all
      liens, claims, charges, limitations, restrictions and encumbrances of any
      kind, and ready for exploitation anywhere in the world in perpetuity in
      all respects, and in compliance with the terms and conditions
    hereof;

	 	 	 
	 	(h) 	
      it shall acquaint itself with and comply with any working
      practices, rules or procedures applicable to others (whether independent
      contractors or employees) at any location where it is performing the
      Services;

	 	 	 
	 	(i) 	
      it shall maintain safeguards against the destruction,
      loss or alteration of any information created or supplied by FANR or by
      the Consultant in the course of providing the Services;

	 	 	 
	 	(j) 	
      it shall attend such meetings, video conferences, or
      conference calls to discuss the Services as FANR may request from time to
      time;

	 	 	 
	 	(k) 	
      it shall keep FANR informed at all times regarding the
      status of the Services and provide such information to FANR as FANR may
      request from time to time;

	 	 	 
	 	(l) 	
      it shall comply with the instructions of FANR, including
      those of the FANR Project Manager (defined in clause 6.1), relating to the
      Services which may be given from time to time;

	 	 	 
	 	(m) 	
      it shall keep detailed records, including financial and
      operational records, of all activities undertaken in connection with the
      provision of the Services and shall, at FANR’s request, make them
      available for inspection and/or provide copies thereof to FANR;

	 	 	 
	 	(n) 	
      it shall not, without the prior written consent of FANR,
      accept or give any commission or gift or other financial benefit or
      inducement or reward from or to any person in relation to the Services and
      shall ensure that personnel, employees and staff (“Personnel”) of
      the Consultant, agents and subcontractors shall not accept or give any
      commission, gift, benefit or inducement, and shall immediately give FANR
      details of any commission, gift, benefit or inducement which may be
      offered to it; and



5 





	 	(o) 	
      it shall make available its Personnel listed in
      Schedule 1, Part 3 to perform the obligations of the Consultant
      under this Agreement, or shall provide for such Personnel replacements of
      equivalent status as may be approved by FANR (any replacement of any
      member of the Personnel without the prior approval of FANR shall be
      considered a material breach of this
Agreement).




	5. 	
      PERSONNEL AND STAFF




	 	5.1 	
      The Consultant shall:




	 	(a) 	
      ensure that each member of its Personnel (i) is
      competent, trained and qualified to perform the Services in accordance
      with best industry practice; (ii) holds a valid visa or work permit for
      such times as such member is in the United Arab Emirates; (iii) complies
      with all other immigration, background checking, customs and legal
      requirements of any relevant authorities arising out of their assignment
      hereunder; (iv) complies with all applicable laws in the United Arab
      Emirates, the Emirate of Abu Dhabi and their home country of residence;
      and (v) complies with the standards for delivery of the Services set out
      herein;

	 	 	 
	 	(b) 	
      perform a thorough screening of each member of its
      Personnel to be used in the delivery of the Services, including a complete
      background check, criminal record background check and verification of
      eligibility to work;

	 	 	 
	 	(c) 	
      not provide any member of its Personnel who has a
      criminal record or a criminal case pending, or who is ineligible to work
      in the United Arab Emirates or elsewhere; and

	 	 	 
	 	(d) 	
      immediately remove and/or replace any member of its
      Personnel unsatisfactory to FANR for any
reason.




	 	5.2 	
      The Consultant acknowledges and agrees
  that:




	 	(a) 	
      all terms of its Personnel’s employment will be governed
      by their existing agreements with the Consultant;

	 	 	 
	 	(b) 	
      it is solely responsible for all employer/employee
      matters related to its Personnel, including all matters related to
      supervision, discipline, payroll, immigration, visa, compensation,
      insurance benefits (including medical insurance, disability insurance and
      life insurance), pensions, savings benefits, withholdings, taxes and
      insurance for work-related injuries; and

	 	 	 
	 	(c) 	
      neither it nor any of its Personnel, agents or
      subcontractors (approved by FANR in accordance with clause 17.1) shall be
      entitled to participate in any employee benefit or welfare plan, including
      any medical plan, disability plan, life insurance plan, pension plan,
      savings plan or any other plan sponsored by FANR, nor will the Consultant
      or any of its Personnel, agents or subcontractors receive any benefits
      under any such plan.



6 





	 	5.3 	
      During the Term and for a period of twelve (12) months
      thereafter, the Consultant shall not, without the prior written consent of
      FANR, solicit for employment, or offer employment to, or enter into any
      contract for services with, any individual employed or subcontracted by
      FANR (or any individual who was employed or subcontracted by FANR in the
      preceding twelve (12) months, as calculated from the date of such
      solicitation or offer).

	 	 	 
	 	5.4 	
      The Consultant shall, if and to the extent directed by
      FANR, undertake a structured transfer of certain of the Consultant’s
      Personnel from its payroll into a direct contractual relationship with
      FANR.

	 	 	 
	 	5.5 	
      If FANR directs that there is to be the transfer of any
      Personnel in accordance with clause 5.4, the provisions for the transfer
      of such Personnel from the Consultant’s payroll to FANR’s payroll shall be
      as follows:




	 	(a) 	
      the Consultant shall cooperate in the transfer of
      Personnel;

	 	 	 
	 	(b) 	
      the transfer shall either be permanent or for a period as
      agreed between the Parties;

	 	 	 
	 	(c) 	
      employment or consulting agreements between the
      Consultant and transferring Personnel shall be modified to the extent
      agreed between FANR and the relevant Personnel immediately prior to
      transfer and the Consultant shall waive applicable portions of non-compete
      provisions to facilitate the provisions of this Agreement;

	 	 	 
	 	(d) 	
      FANR shall provide three (3) months notice (“Transfer
      Notice Period”) to the Consultant of the intention to hire the
      Consultant’s Personnel;

	 	 	 
	 	(e) 	
      following the transfer notice, FANR shall continue to pay
      the Consultant for such Personnel for any Services duly performed by that
      Personnel for FANR in accordance with the terms and conditions of this
      Agreement during the Transfer Notice Period at the relevant rate for such
      Personnel as set forth in Schedule 1, Part 3 hereto at the time of
      notice;

	 	 	 
	 	(f) 	
      upon the effective transfer from the Consultant’s
      payroll, FANR shall pay the Consultant a transfer fee of *[Redacted]*
      percent of the Personnel’s new first twelve (12) months cash
      compensation (excluding any bonus), plus reasonable costs as agreed to by
      the Parties to cover the Consultant’s recruiting, administrative and
      overhead expenses;

	 	 	 
	 	(g) 	
      no more than *[Redacted]* percent of the
      Consultant’s Personnel as set forth in Schedule 1, Part 3 during
      any 12 month period can be transferred to FANR over the subsequent twelve
      (12) month period. For the avoidance of doubt, this paragraph does not
      apply to consultants or to agents of 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. 

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	 	(h) 	
      in order to maintain stability in the Services, FANR
      shall not offer employment to the Consultant’s Personnel without the
      Consultant’s permission; and

	 	 	 
	 	(i) 	
      the Consultant shall ensure that such member of the
      Consultant’s Personnel enters into an employment agreement with FANR in
      accordance with the FANR HR policy.




	6. 	
      PROJECT MANAGEMENT




	 	6.1 	
      Each Party has appointed or shall appoint a project
      manager (a “Project Manager”) who shall be responsible for the
      coordination of each such Party’s obligations relating to delivery of the
      Services. The Consultant shall also appoint a single point of contact who
      FANR may contact for matters relating to the Services. Such single point
      of contact may be the Consultant’s Project Manager or such other Personnel
      of the Consultant engaged in the Services. For the avoidance of doubt,
      FANR may communicate at any point during the Term with any Personnel of
      the Consultant engaged in the Services.

	 	 	 
	 	6.2 	
      The Consultant will plan and facilitate quarterly reviews
      of the Services where the Parties will:




	 	(a) 	
      meet, as necessary, at a location agreed by the
      Parties;

	 	 	 
	 	(b) 	
      review the performance of the Consultant, other key
      vendors and other entities as relevant to the activities of the Parties
      under this Agreement, in relation to the Services, budget and other
      objectives and policies; and the Consultant shall prepare a written report
      in advance of the review on these topics;

	 	 	 
	 	(c) 	
      modify, as appropriate and as agreed between the Parties,
      the Services schedule, budget or other objectives and correspondingly
      agree on updates to the Services; and

	 	 	 
	 	(d) 	
      review the Parties’ Personnel needs for the activities of
      the Parties under this Agreement and agree on any Personnel level
      changes




	 	6.3 	
      The Consultant shall be subject to the terms and
      conditions of Schedule 7 (the “Key Performance
      Indicators”).




	7. 	
      INTELLECTUAL PROPERTY




	 	7.1 	
      For the purposes of this Agreement, the following
      definitions apply: “Intellectual Property Rights” means (a)
      copyright, patents, know-how, confidential information, database rights,
      and rights in trademarks and designs (whether registered or unregistered)
      used and/or developed by the Consultant in the course of performing its
      obligations under or in relation to this Agreement; (b) applications for
      registration, and the right to apply for registration, for any of the
      same; and (c) all other intellectual property rights and equivalent or
      similar forms of protection existing anywhere in the world in any and all
      media and formats whether now known or hereafter devised; and “IP
      Materials” means all documents, software, photographic or graphic
      works of any type, and other materials in any medium or format, whether
      now known or hereafter devised, which are created by or on behalf of the
      Consultant in the course of performing its obligations under this
      Agreement and which are protected by or relate to Intellectual Property
      Rights.



8 





	 	7.2 	
      For the consideration hereunder, which the Parties
      acknowledge is valuable and adequate consideration, the Consultant hereby
      expressly acknowledges, certifies and agrees that all of the results and
      proceeds of the Services of every kind heretofore rendered by and
      hereafter to be rendered by the Consultant hereunder shall be deemed a
      “work-made-for-hire” in favour of FANR in that (a) they are prepared
      within the scope of FANR’s engagement of the Consultant hereunder; and/or
      (b) they constitute works specifically ordered by FANR for use as a
      contribution to a collective work. Accordingly, the Consultant further
      acknowledges, certifies and agrees that FANR is and shall be deemed the
      author and/or exclusive owner of all of the foregoing for all purposes and
      the exclusive owner throughout the universe of all the rights of any kind
      comprised in the IP Materials and Intellectual Property Rights and any
      renewal or extension rights in connection therewith and of any and all
      other rights thereto, and that FANR shall have the right to exploit, or to
      refrain therefrom, any or all of the foregoing in any and all media, now
      known or hereafter devised, throughout the universe, in perpetuity, in all
      configurations and formats, including in any audio-visual, audio and/or
      visual device, as FANR determines at its absolute and sole discretion. The
      Consultant hereby irrevocably and unconditionally waives any and all moral
      and like rights that the Consultant has in the Services and hereby agrees
      not to make any claim against FANR or any party authorized by FANR, to
      exploit the IP Materials and Intellectual Property Rights based on such
      moral or like rights. To the extent that the Consultant may be deemed the
      “author” of either the IP Materials and/or Intellectual Property Rights,
      the Consultant hereby assigns all of the Consultant’s interest, and future
      interest, in and to the IP Materials and Intellectual Property Rights to
      FANR without any further actions or consideration required.

	 	 	 
	 	7.3 	
      The Consultant shall, upon request, execute, acknowledge
      and deliver, and/or cause to be executed, acknowledged and delivered, to
      FANR such additional documents as FANR may deem necessary to evidence and
      effectuate FANR’s rights hereunder, and the Consultant hereby grants to
      FANR the right as attorney- in-fact, such right coupled with an interest,
      to execute, acknowledge, deliver and record all such documents evidencing
      FANR’s full and exclusive one hundred percent (100%) undivided interest in
      and to the IP Materials and Intellectual Property Rights. Without
      limitation of anything herein contained, as the author of the IP
      Materials and Intellectual Property Rights, as between the Parties, FANR
      hereby reserves any and all remuneration or income derived from the IP
      Materials and Intellectual Property Rights, any and all to which the
      Consultant shall have no claim whatsoever.



9 





	 	7.4 	
      The Consultant may only use the Intellectual Property
      Rights and IP Materials to perform its obligations under this Agreement,
      and shall not disclose any Intellectual Property Rights or IP Materials to
      any third party without the express prior written consent of
  FANR.

	 	 	 
	 	7.5 	
      The Consultant shall defend, protect, release, hold
      harmless, indemnify and keep indemnified FANR, as well as its Personnel,
      agents, officers, directors and related parties, from and against any and
      all losses, damages, expenses (including professional advisors and legal
      costs and disbursements on an attorney and client basis) and other
      liabilities incurred in connection with any Claims (as defined in clause
      11.1 below) against FANR that the receipt of the Services, or the use of
      any item provided by the Consultant under this Agreement infringes any
      Intellectual Property Right of any person.

	 	 	 
	 	7.6 	
      For the avoidance of doubt, clauses 7.1 to 7.5 shall also
      apply to the Consultant’s subcontractors (approved by FANR in accordance
      with clause 17.1).




	8. 	
      FEES




	 	8.1 	
      In consideration for the due performance of the Services
      (or any part of the Services) during the Term, FANR shall pay to the
      Consultant those fees specified in each Task Order mutually agreed and
      executed between the Parties (collectively, the “Fees”). The Fees
      specified in each Task Order shall be calculated based on the schedule of
      rates provided in Schedule 1. The Fees shall be payable in
      accordance with the procedures specified in clause 9.

	 	 	 
	 	8.2 	
      In addition to the Fees, the Consultant shall be entitled
      to pre-approved expenses as described in Schedule 2 that are
      reasonably and actually incurred in connection with the provision of the
      Services, subject to providing FANR with appropriate itemized receipts or
      any other evidence of expenditure as FANR may reasonably require. For the
      avoidance of doubt, any expenses with respect to any Services performed by
      subcontractors (as approved by FANR in accordance with clause 17.1) shall
      be identified and the necessary invoices, pre-approved expenses and other
      accompanying evidence shall be attached to such invoice. No expenses
      (including those described in Schedule 2) shall be reimbursed,
      unless they are pre- approved by FANR in writing. All expenses shall be
      payable to the Consultant in accordance with the procedures specified in
      clause 9.

	 	 	 
	 	8.3 	
      Subject to Schedule 2, the Consultant shall be
      responsible for all other costs, fees, charges, overheads, out-of-pocket
      expenses and other amounts, including:



10 





	 	(a) 	
      all operating risks, expenses, staffing costs, and costs
      of supplying, servicing, maintaining and testing any equipment required
      for the delivery of the Services;

	 	 	 
	 	(b) 	
      all training costs in relation to its
Personnel;

	 	 	 
	 	(c) 	
      all costs arising under or in connection with
      instituting, maintaining and renewing the insurance policy coverage
      detailed in clause 13;

	 	 	 
	 	(d) 	
      all costs of compliance with the laws of the Emirate of
      Abu Dhabi, and the federal laws of the United Arab Emirates, including
      health and safety, security, labour laws, traffic regulations and
      ordinances;

	 	 	 
	 	(e) 	
      all taxes, withholdings, customs, duties, fees, levies,
      value-added tax, goods and services tax, sales tax, payroll-related taxes
      and other administrative charges; and

	 	 	 
	 	(f) 	
      all profits, payroll, salaries, benefits, shift premiums,
      emoluments, national insurance, accommodation, subsistence, disbursements,
      contributions, pension contributions, social security contributions,
      travel costs and other costs, fees and expenses incurred, paid or payable
      by or on behalf of the Consultant, any member of its Personnel, any agent,
      director, officer or subcontractor.




	 	8.4 	
      FANR may review the actual and projected scope of
      Services to ensure that the resources meet FANR’s requirements. If FANR
      determines that more or fewer resources are required, the Parties will
      mutually agree on equitable adjustments to the Fees payable hereunder to
      reflect the necessary adjustments.




	9. 	
      BILLING PROCEDURES




	 	9.1 	
      The Consultant shall submit to FANR no more than one (1)
      invoice per calendar month during the Term in respect of the Fees (or
      pro-rated portion of the Fees) identified in any Task Order(s), along with
      any pre-approved expenses incurred during provision of the Services in
      respect of such Task Order(s), provided that the Fees with respect to each
      Task Order shall be specifically detailed in such invoice.

	 	 	 
	 		
      In support of the Fees (or pro-rated portion of the Fees)
      and the pre-approved expenses, the invoice shall be accompanied by (i) a
      monthly status report containing a detailed breakdown of the work done by
      Lightbridge on a monthly basis in relation to each Task, and any
      additional information requested by FANR, in a form approved by FANR
      applicable to the month under which payment is sought, (ii) a timesheet
      report for each member of the Consultant’s Personnel and subcontractors
      (as approved by FANR under clause 17.1), and (iii) any other appropriate
      evidence and information that FANR may, at its absolute and sole
      discretion, require at any time in order to verify compliance with the
      terms of this Agreement. Such timesheet report may be in electronic format
      and shall be broken down by hour (in whole or in part) for each Task (as
      defined in Schedule 1) as such terms are described in a given Task Order
      and contain any other information that FANR may require at its absolute
      and sole discretion.



11 





	 	9.2 	
      Payment of all undisputed sums on an invoice shall be
      made by FANR within thirty (30) days after receipt by FANR of such invoice
      and other accompanying evidence. The Consultant will maintain complete and
      accurate records of, and supporting documentation for, all amounts
      billable to and payments made by FANR hereunder, in accordance with United
      Arab Emirates generally accepted accounting principles applied on a
      consistent basis, and will retain the records for each invoice for a
      period of six (6) years from the date that such invoice was received by
      FANR.

	 	 	 
	 	9.3 	
      All payments shall be made in United States Dollars (USD)
      and by bank transfer to the account details shown on the
  invoice.




	10. 	
      RELATIONSHIP BETWEEN THE
PARTIES



Nothing in this Agreement shall be
construed to create a joint venture, partnership or employer/employee
relationship between FANR and the Consultant. This Agreement shall not, in and
of itself, give rise to any authority on the part of the Consultant to obligate
or bind FANR in any way whatsoever, and the Consultant shall not represent or
hold itself out to have such authority. The Consultant shall not assume any of
the other duties or obligations of FANR or any agent of FANR. 

	11. 	
      LIABILITY, INDEMNIFICATION AND AGGREGATE LIABILITY
      LIMIT



The Consultant shall defend, protect,
release, hold harmless, indemnify and keep indemnified FANR, as well as its
Personnel, agents, officers, directors and related parties, from and against any
and all costs (including attorneys’ fees and other legal costs and expenses),
fees, expenses (including lost profits), liabilities, losses, damages, suits,
causes of action, claims or any other proceedings whatsoever (collectively,
“Claims”) when arising out of: 

	 	(a) 	
      any breach or non-compliance with or non-performance of
      any obligations under this Agreement by the Consultant or any person
      working for or on behalf of the Consultant (including any member of its
      Personnel), including third party Claims and losses or monies due to the
      negligence, dishonesty or fraud of its Personnel;

	 	 	 
	 	(b) 	
      any wrongful act or negligence by the Consultant or any
      person working for or on behalf of the Consultant (including any member of
      its Personnel);

	 	 	 
	 	(c) 	
      all injuries to, deaths, accidents, illnesses and damage
      to property of, any person working for or on behalf of the Consultant
      (including any member of its Personnel);



12 





	 	(d) 	
      damage to or loss of property of or by any shareholder,
      officer, director or agent of or by any person working for or on behalf of
      the Consultant (including any member of its Personnel) resulting from
      their deliberate act or negligence; and

	 	 	 
	 	(e) 	
      all Claims for salaries, wages, taxes, benefit plans and
      programs by the Consultant or by any person working for or on behalf of
      the Consultant (including any member of its
Personnel).




	 	11.2 	
      Neither Party shall be liable for any indirect,
      consequential, special and/or punitive loss arising out of or related to
      this Agreement, provided that nothing in this clause 11.2 is intended to
      prevent, limit or exclude:




	 	(a) 	
      the Consultant’s liability for fraud, wilful misconduct
      or gross negligence, or

	 	 	 
	 	(b) 	
      any breach by the Consultant of its obligations set out
      in clauses 4(n), 7 or 16.




	 	11.3 	
      The aggregate liability of the Consultant under this
      Agreement for any and all losses, expenses, damages, claims or actions
      (whether based on contract, infringement, negligence, strict liability,
      tort or otherwise), shall in no circumstances exceed the greater of two
      and a half times the aggregate fees paid and payable to the Consultant
      under the Original Agreement and this Agreement and the amount of any
      subrogation claim made against FANR by the Consultant’s insurer (the
      “Aggregate Liability Limit”). The Aggregate Liability Limit shall not
      apply to nor be reduced by:




	 	(a) 	
      the Consultant’s liability in the case of fraud, wilful
      misconduct or wilful default, or gross negligence;

	 	 	 
	 	(b) 	
      any breach by the Consultant of its obligations set out
      in clauses 4(n), 7 or 16;

	 	 	 
	 	(c) 	
      any actual or attempted repudiation of the Agreement by
      the Consultant;

	 	 	 
	 	(d) 	
      payments made by the Consultant to the extent that
      corresponding payments are received by the Consultant pursuant to any
      insurance policy required to be effected and maintained under this
      Agreement; or

	 	 	 
	 	(e) 	
      any costs or expenses which the Consultant is obliged to
      incur or expend in order to carry out and complete the Services in
      accordance with this Agreement.




	 	11.4 	
      The Consultant shall not alter its legal or corporate
      status without the prior written consent of FANR.



13 





	12. 	
      WARRANTY; DEFECTS
LIABILITY



The Consultant warrants that each
product of the Services and the Services themselves shall be free of errors,
omissions, inconsistencies and discrepancies that would be identifiable by a
highly skilled and highly experienced international consultant with experience
carrying out activities the same as or similar to the Services under the same or
similar circumstances as described herein (a “Defect”), for a
period of three (3) years from completion of the relevant part of the Services
or such longer term as may be required by applicable law (the “Warranty
Period”). During the Warranty Period, the Consultant shall, within seven (7)
days of receiving FANR’s written notice, submit a corrective action plan stating
the methodology to be employed and the time requirements necessary to remedy any
Defect(s), and in any event, shall remedy such Defect(s) as expeditiously as
possible in accordance with clause 4(f), without any charge to FANR, within
fourteen (14) days of receiving FANR’s notice with respect to any such Defect(s)
(or such longer period as may be approved in writing by FANR). If the Consultant
fails to submit the corrective action plan, or remedy any Defect(s), within the
time periods set forth above, FANR may, at its sole and absolute discretion,
engage a third party to remedy such Defect(s) and the Consultant shall fully
indemnify FANR and be responsible for the costs associated with remedying such
Defect(s). 

	13. 	
      INSURANCE




	 	13.1 	
      Without prejudice to its obligations under this Agreement
      or otherwise at law, the Consultant shall maintain, for so long as may be
      necessary to cover its obligations and liabilities under or in connection
      with this Agreement, the insurances specified in Schedule 3, for
      the limits of indemnity stated in Schedule 3.

	 	 	 
	 	13.2 	
      The insurances referred to in clause 13.1 shall be with a
      well-established insurance office or reputable underwriter to be approved
      by FANR, and FANR shall be added as an additional assured to the
      Professional Indemnity Insurance policy and Worker’s Compensation
      Insurance policy set forth in Schedule 3, for their vicarious
      liability arising out of the professional services being performed by
      Lightbridge.

	 	 	 
	 	13.3 	
      Should the Consultant be in breach of any of its
      applicable obligations under this clause 13, FANR may itself insure
      against any risk with respect to which the default shall have occurred and
      may deduct a sum or sums equivalent to the amount paid or payable in
      respect of premiums from any monies due or to become due to the Consultant
      under this Agreement and/or recover them from the Consultant as a debt due
      and payable.

	 	 	 
	 	13.4 	
      Without prejudice to the above, the Consultant shall
      ensure that the indemnity limits under the insurance policies set out in
      Schedule 3 shall be a minimum requirement and shall not be
      construed in any way as a limit of liability or as constituting acceptance
      by FANR of responsibility for any liability in excess of such indemnity
      limits.



14 





	 	13.5 	
      The Consultant shall give FANR at least thirty (30) days’
      notice of any cancellation, non-renewal or material change in the
      insurance coverage of any policy under this clause 13. The Consultant
      shall not do or omit to do anything whereby the insurance may be vitiated,
      either in whole or in part.

	 	 	 
	 	13.6 	
      Within ten (10) days from the date hereof (or such later
      date as may be agreed by FANR in writing), the Consultant shall provide
      FANR with a letter from the Consultant’s insurance brokers confirming (a)
      that the Consultant has in force the applicable insurance referred to in
      clause 13.1; (b) the name of the Consultant’s insurers; and (c) numbers
      and renewal dates of the policies.




	14. 	
      SUPPLEMENTARY SERVICES




	 	14.1 	
      The Consultant shall carry out and perform any
      Supplementary Services requested by FANR from time to time in accordance
      with the form set out in Schedule 4 (or any other form of written
      request which FANR may elect to use at its absolute and sole discretion).
      Supplementary Services are any services that:




	 	(a) 	
      are not related to the Services identified in Schedule
      1;

	 	 	 
	 	(b) 	
      are required other than as a result of any default or
      negligent or wrongful act or omission on the part of the Consultant;
      and

	 	 	 
	 	(c) 	
      involve additional cost to the
  Consultant.




	 	14.2 	
      If FANR at any time requests the Consultant to perform
      Supplementary Services, the Consultant shall give FANR written notice to
      that effect, together with a written estimate of the cost thereof (taking
      into account any reduction in work or cost which might occur as a result
      of the circumstances giving rise to the Supplementary Services). The
      Consultant shall not be entitled to receive any payment for the
      performance of Supplementary Services, unless it has complied with this
      clause 14.2 prior to the commencement of any such Supplementary
      Services.

	 	 	 
	 	14.3 	
      If the Consultant is required to provide Supplementary
      Services, then, unless otherwise agreed between the Parties, FANR may, at
      its absolute and sole discretion, direct that the same be performed by the
      Consultant either:




	 	(a) 	
      for the amount specified in the Consultant’s written
      estimate given under clause 14.2; or

	 	 	 
	 	(b) 	
      in accordance with the hourly rates for the Consultant’s
      Personnel set out in Schedule 1, Part 3, which are inclusive of all
      costs, expenses, disbursements, taxes and duties, administration,
      overheads and profit.



15 





	15. 	
      SUSPENSION OF SERVICES




	 	15.1 	
      FANR may, upon giving five (5) days’ prior written notice
      to the Consultant, require the Consultant to immediately suspend
      performance of the Services and upon receipt of such
  notice:




	 	(a) 	
      the Consultant shall immediately take measures to cease
      performance of the Services by its Personnel, subcontractors and agents;
      and

	 	 	 
	 	(b) 	
      the Consultant shall exercise best efforts to mitigate
      the Fees, costs and expenses incurred in connection with the suspension of
      the Services.




	 	15.2 	
      FANR may, at any time within ninety (90) calendar days
      after such a suspension of the Services, direct the Consultant to resume
      its performance of the Services in which event the Consultant shall resume
      such performance in accordance with the terms hereof. FANR shall reimburse
      the Consultant for all Services performed prior to the effective date of
      any such suspension, plus all pre-approved expenses.

	 	 	 
	 	15.3 	
      In the event the Services are suspended by FANR in
      accordance with clause 15.1, FANR shall pay to the Consultant (i) any
      instalment (if any) of the Fees, and (ii) any payment (if any) for
      Supplementary Services (the amount as determined in accordance with clause
      14.3 and Schedule 3, subject always to clause 14.2), due and unpaid
      as at the date of such suspension. The payment procedures set out in
      clause 9 shall apply in respect of such
amounts.




	16. 	
      CONFIDENTIALITY




	 	16.1 	
      It is the Consultant’s duty not to disclose, without
      FANR’s prior written consent, which may be granted by FANR at its absolute
      and sole discretion, any Confidential Information (as defined below) made
      available to the Consultant or any person working for or on the
      Consultant’s behalf (including any member of the Consultant’s Personnel),
      or otherwise obtained by the Consultant (whether prior to or after the
      entry into this Agreement and including information disclosed in
      contemplation of this Agreement). The Consultant agrees to use the same
      means as it uses to protect its own confidential information, and in any
      event, not less than reasonable means, to prevent disclosure and to
      protect the confidentiality of FANR’s Confidential Information that it has
      been given or otherwise obtained as set out above.

	 	 	 
	 	16.2 	
      For purposes of this Agreement, “Confidential
      Information” includes:




	 	(a) 	
      information of whatever nature concerning the business,
      finances, assets, liabilities, dealings, transactions, budgets, data,
      plans, customers, vendors, suppliers, contractors, Personnel, processes,
      transactions, know-how, or affairs of FANR;

	 	 	 
	 	(b) 	
      the nature of the relationship between FANR and the
      Consultant, including the existence and contents of this Agreement, and
      any other agreement, document or arrangement referred to or contemplated
      by this Agreement, and the fact that FANR has engaged the
    Consultant;



16 





	 	(c) 	
      FANR’s present activities or future plans or actual or
      potential business dealings or trade, product or customer information of a
      similar nature concerning any parent, subsidiary or associated concern of
      FANR; and

	 	 	 
	 	(d) 	
      any information which is indicated or considered to be
      confidential or sensitive or is imparted by FANR to the Consultant and/or
      any member of its Personnel, its agents and/or subcontractors, in
      circumstances imparting an obligation of confidence and which any Party
      may, from time to time, receive or obtain (orally or in writing or in disk
      or electronic form) as a result of entering into, or performing its
      obligations pursuant to this Agreement or
otherwise.




	 	16.3 	
      Confidential Information shall not
  include:




	 	(a) 	
      information which is or becomes available to the public
      other than as a result of a disclosure by the Consultant;

	 	 	 
	 	(b) 	
      information that the Consultant documents in writing
      which was available to the Consultant on a non-confidential basis prior to
      or on its disclosure; or

	 	 	 
	 	(c) 	
      information which the Consultant documents in writing was
      available to the Consultant on a non-confidential basis from a source
      other than FANR, provided that such source is not known by the Consultant
      to be subject to any prohibition against transmitting the Confidential
      Information to any third person.




	 	16.4 	
      The Consultant shall not be in breach of its obligations
      under this clause 16 if it discloses Confidential Information to comply
      with any applicable and relevant law, court order or subpoena (an
      “Order”), provided that if the Consultant is asked to disclose any
      Confidential Information to comply with an Order, it shall immediately
      inform the FANR Director General and the FANR Project Manager (in writing
      to the FANR address specified in clause 21.2, or such other address as may
      be notified by FANR to the Consultant, and by telephone and secure email),
      specifying in detail the nature of the Order, and must, prior to
      responding to any Order, work in good faith with FANR to prevent such
      disclosure, and if prevention is not possible, to limit the disclosure to
      the fullest extent permissible and ensure that any disclosure is made in
      general terms to the maximum extent possible.

	 	 	 
	 	16.5 	
      Without the prior written consent of FANR, which may be
      granted or withheld at its absolute and sole discretion, neither the
      Consultant nor the Consultant’s Personnel, agents or subcontractors
      (including its affiliates, officers, directors, representatives,
      shareholders, members and suppliers) shall make any public or private
      commercial use of their relationship to FANR,
including:



17 





	 	(a) 	
      by permitting or authorizing the making of any reference
      to the Original Agreement, this Agreement or to the Services or to FANR
      and any of its business operations, marketing and other plans, in any
      medium now known or hereafter devised, including any leaflets, brochures,
      publications, journals, newspapers, sales letters, client lists, press
      releases, brochures, marketing or other literature, other written
      materials, or in any radio or television broadcasts, except as may be
      necessary for the Consultant to perform its obligations under the terms of
      this Agreement. Any request by the Consultant to make any such reference
      shall be made in writing to FANR and shall be accompanied, for any
      advertising request, by a copy of all announcements, photographs and other
      documentation whatsoever and details of the time and medium for
      advertisement or announcement together with such other information or
      documentation as FANR may request;

	 	 	 
	 	(b) 	
      mentioning the name of FANR in connection with any
      advertising, marketing proposals or solicitations or similar
    materials;

	 	 	 
	 	(c) 	
      by using or allowing the use of any service marks,
      trademarks or trade names or other intellectual property now or which may
      hereafter be associated with, owned by or licensed by FANR; or

	 	 	 
	 	(d) 	
      by contracting with or receiving money or anything of
      value from any person or commercial entity to facilitate such person or
      entity obtaining any type of commercial identification, advertising or
      visibility in connection with the Services.




	 	16.6 	
      The Consultant shall have no right to grant commercial
      identification rights of any kind or description with respect to this
      Agreement, FANR or any supplier of goods or services or to any
      subcontractor, without the express prior written consent of FANR, which
      may be granted or withheld at its absolute and sole
  discretion.




	17. 	
      ASSIGNMENT




	 	17.1 	
      The Consultant may not assign, sub-license, transfer,
      create a charge over or otherwise dispose or delegate any of its rights or
      subcontract, transfer or otherwise dispose of any of its obligations under
      this Agreement without the prior written consent of FANR.

	 	 	 
	 	17.2 	
      Nothing in this Agreement shall prevent or restrict FANR
      from assigning, sub- licensing, transferring, novating, creating a charge
      over or otherwise disposing of any of its rights or from subcontracting,
      transferring or otherwise disposing of any of its obligations under this
      Agreement to any party, provided that FANR gives notice regarding the
      foregoing to the Consultant.

	 	 	 
	 	17.3 	
      If the Consultant appoints an agent, subcontractor or
      other person, pursuant to clause 17.1 above, to perform any of the
      Services, it shall warrant that such person shall comply with the terms of
      this Agreement, has adequate insurance to cover any and all Services
      performed under this Agreement and is fully experienced and properly
      qualified, equipped, organised and financed to undertake the work
      concerned. Further, if the Consultant subcontracts any of the obligations
      or Services it has contracted to provide, it shall remain liable to FANR
      for the performance of all the obligations and Services so contracted. In
      addition, the Consultant will actively supervise its subcontractors and
      agents.



18 





	 	17.4 	
      In the event that the Consultant establishes a legal
      presence in the Emirate of Abu Dhabi (an “Abu Dhabi Company”), the
      Consultant will, at the written request of FANR, take all such steps as
      directed by FANR to assign the Consultant’s rights and obligations under
      the agreement to the Abu Dhabi Company.




	18. 	
      AMENDMENT



No amendment, modification, supplement,
deletion or waiver of any rights hereunder shall be effective, unless it is in
writing signed by or on behalf of each of the Parties. 

	19. 	
      FORCE MAJEURE



Neither Party shall be liable to the
other Party for any delay or non-performance of its obligations under this
Agreement arising from any cause beyond a Party’s reasonable control, including
any of the following: act of God, governmental act, war, fire, flood, explosion,
or civil commotion. Subject to the affected Party promptly notifying the other
Party in writing of the cause of the delay or non-performance and the likely
duration of such delay or non-performance, and provided that the affected Party
uses its reasonable endeavours to limit the effect of that delay or
non-performance on the other Party, the performance of the affected Party’s
obligations, to the extent affected by the cause, shall be suspended during the
period that the cause persists. If performance is not resumed within thirty (30)
days after that notice, the other Party may terminate this Agreement immediately
by written notice to the affected Party. 

	20. 	
      SURVIVING OBLIGATIONS



Notwithstanding the expiration or
termination of this Agreement, the obligations of the Parties as set out in
clauses 3.7, 3.8, 4, 5.2, 5.3, 7, 9-13, 16 and 18-21 23-32 shall survive any
such expiration or termination. 

	21. 	
      NOTICES




	 	21.1 	
      Any notice, invoice or other communication which either
      Party is required by this Agreement to serve on the other Party shall be
      sufficiently served if sent to the other Party at its specified address in
      clause 21.2 or such other address as is notified to the other Party in
      writing as follows: (a) by hand; (b) by registered courier or recorded
      delivery; or (c) by facsimile transmission confirmed by registered or
      first class post or recorded delivery.



19 





	 	21.2 	
      Any notice, invoice or other communication required to be
      served under clause 21.1 should be sent to the following specified
      addresses:



If to The Federal Authority for
Nuclear Regulation: 
Crescent Tower, Mezzanine Floor 
Sheikh Zayed
First Street, Khalidiya 
P.O. Box 112021 
Abu Dhabi, United Arab Emirates

Fax: +971 2 651 6661 
Attention: Faisal Echtibi 

If to Lightbridge Corporation:

Lightbridge Corporation 
1600 Tysons Boulevard, 
Suite 550,

Tysons Corner, 
VA 22102 USA, 
Fax: +1.571.730.1260 
Attention:
James Guerra 

	 	21.3 	
      Notices sent by registered post or recorded delivery
      shall be deemed to be served three (3) Working Days following the day of
      posting. Notices sent by facsimile transmission shall be deemed to be
      served on the day of transmission if transmitted before 4:00 p.m. (United
      Arab Emirates time) on a Working Day, but otherwise on the next following
      Working Day. In all other cases, notices are deemed to be served on the
      day when they are actually received. “Working Days” shall mean
      business days on which banks are open in the Emirate of Abu
  Dhabi.




	22. 	
      CONFLICTS




	 	22.1 	
      The Consultant warrants that:




	 	(a) 	
      it shall immediately disclose to FANR any conflict of
      interest which arises in relation to the provision of the Services as a
      result of any present or future appointment, employment or other interest
      of the Consultant (in the UAE or elsewhere);

	 	 	 
	 	(b) 	
      when requested by FANR, oblige each member of its
      Personnel to promptly sign a confidentiality undertaking in the form
      provided to it by FANR;

	 	 	 
	 	(c) 	
      the Consultant’s Personnel, advisors and consultants who
      support FANR (the “FANR Team”) will not work in support of the
      Emirates Nuclear Energy Corporation (“ENEC”) and vice-versa;

	 	 	 
	 	(d) 	
      the FANR Team will not perform work for ENEC contractors
      or subcontractors;



20 





	 	(e) 	
      work performed in support of FANR will not be shared with
      or communicated to the Consultant’s Personnel, advisors and consultants
      supporting ENEC (the “ENEC Team”) and the Consultant shall ensure
      that this information is protected from disclosure and at all times act in
      accordance with clause 4(f); and

	 	 	 
	 	(f) 	
      decisions about the scope, content, and technical
      adequacy of work performed for FANR will be independent and not influenced
      by the ENEC Team.




	 	22.2 	
      Exceptions to the warranties in clause 22.1 shall only be
      made with the prior written consent of FANR.




	23. 	
      LANGUAGE



Any document provided in connection
with this Agreement must be in English unless the Parties otherwise agree. 

	24. 	
      WAIVER



The rights of each Party hereunder (a)
may be exercised as often as necessary; (b) are cumulative and not exclusive of
rights or remedies provided by law; and (c) may be waived only in writing and
specifically. A Party’s delay in the exercise or non-exercise of any right is
not a waiver of such right. 

	25. 	
      FURTHER ASSURANCE



Each Party undertakes to sign all
documents and to do all other acts, which may be necessary to give full effect
to this Agreement. 

	26. 	
      COSTS



Each Party shall pay the costs and
expenses incurred by it in connection with the entering into of this Agreement.


	27. 	
      THIRD PARTY RIGHTS



Except as explicitly provided herein,
no person or entity of any nature may enforce any of the terms, provisions or
rights under this Agreement or shall have any third party rights of any kind.


	28. 	
      ENTIRE UNDERSTANDING



This Agreement constitutes the entire
agreement of the Parties in relation to its subject matter, and any and all
prior agreements, understandings, and representations are terminated and
cancelled and are of no further force and effect, provided however that Article
24.3 of the Original Agreement shall survive the expiry of the Original
Agreement. 

21 





	29. 	
      SEVERANCE



If, at any time, any part of this
Agreement is held to be or becomes void or otherwise unenforceable for any
reason under any applicable law, the same shall be deemed omitted from this
Agreement, and the validity and/or enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired as a result of that
omission. 

	30. 	
      SET-OFF AND COUNTERCLAIM



FANR shall have the right to deduct
from any monies due or which may become due to the Consultant, any monies or
sums recoverable from the Consultant by FANR in respect of any Claims (as
defined in clause 11.1) whatsoever. 

	31. 	
      GOVERNING LAW



This Agreement shall be governed by and
construed, performed and enforced in all respects in accordance with the laws of
the Emirate of Abu Dhabi, United Arab Emirates, and the federal laws of the
United Arab Emirates, without giving effect to the principles of conflicts of
laws or choice of law provisions thereof. 

	32. 	
      DISPUTE RESOLUTION




	 	32.1 	
      Any dispute, controversy or claim arising out of or in
      connection with this Agreement, including any question regarding its
      existence, validity or termination shall be referred to and finally
      resolved by binding arbitration in accordance with the provisions on
      arbitration provided in the Abu Dhabi Commercial Conciliation and
      Arbitration Centre’s Procedural Regulations (the “Regulations”)
      (which Regulations are deemed incorporated by reference in this clause
      32.1). The following shall apply in respect of any such
  arbitration:




	 	(a) 	
      the tribunal shall consist of one (1) arbitrator, who
      shall be nominated and summoned up in accordance with the Regulations. The
      arbitrator shall have the authority to grant all forms of relief and
      remedies related to this Agreement, including equitable relief;

	 	 	 
	 	(b) 	
      the venue for such arbitration shall be Abu Dhabi, United
      Arab Emirates, and the Parties hereby irrevocably consent to such forum
      and waive any claims to alternative venues on the ground of forum non
      conveniens or otherwise;

	 	 	 
	 	(c) 	
      the language used in the arbitration, including the
      language of the proceedings, the language of the decision, and the reasons
      supporting it, shall be English; and

	 	 	 
	 	(d) 	
      an arbitration award rendered hereto binds each Party.
      Judgment upon an arbitration award rendered may be entered in any court in
      the United Arab Emirates having jurisdiction or application may be made to
      such court for judicial acceptance of the award or an order of
      enforcement, as the case may be. Without limiting the foregoing, each
      Party irrevocably agrees to submit to the jurisdiction of the courts of
      the Emirate of Abu Dhabi with respect to the enforcement of any
      arbitration award or order. 



22 





	33. 	
      COUNTERPARTS



This Agreement 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.


[Signature Page Follows] 

23 




IN WITNESS WHEREOF, the undersigned have executed this
Agreement 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
  


[Signature Page – Consultancy Agreement] 




SCHEDULE 1 
THE SERVICES 

The Consultant shall provide certain Services, in accordance
with the working practises set forth in Schedule 6 and all applicable
FANR regulations, regulatory guides, review procedures and instructions, as
agreed by FANR in writing and set out in a Task Order in the form set forth in
Schedule 5. 

	1. 	
      PART 1 - GENERAL
SERVICES




	 	1.1 	
      The Consultant shall act as strategic advisor to FANR on
      civilian nuclear regulatory and energy matters, based on priorities set by
      FANR from time to time.

	 	 	 
	 	1.2 	
      The Consultant shall support FANR and its ongoing project
      management and project oversight activities in relation to the evaluation
      and, if relevant, development of the nuclear energy program of the
    UAE.

	 	 	 
	 	1.3 	
      The Consultant will provide FANR quarterly status reports
      that summarize the status of each Task and hours expended, by Task. As
      part of the reports, the Consultant will recommend reallocation of
      resources as needed between Tasks.




	2. 	
      PART 2 - 2012
SERVICES




	 	2.1 	
      For the period beginning 1 January 2012 and ending on 31
      December 2012 the Consultant shall, to the extent requested by FANR
      through Task Order(s), perform the following Services (each a
      “Task”):

	 	 	 
	 	2.2 	
      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. This includes completing the
      development of most nuclear facilities regulations, regulatory guides and
      licensing review procedures. The Services also recognize the increasing
      emphasis on inspection of nuclear facilities, and program enhancements
      that were identified by the IAEA Integrated Regulatory Review Service
      (“IRRS”) in 2011.



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. 

Schedule 1-1 




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. 

Approach/Work Activities 

The Consultant will support FANR to implement licensing
guidance that is necessary for the assurance of safety, security and 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]* 



Key Personnel 

*[Redacted]* 

FANR Support 

The Parties shall work together to identify and resolve
licensing issues. 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. 

___________________________________
*
*[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. 

Schedule 1-2 




Approach/Work Activities 

The Consultant will support FANR in the development of
regulations and regulatory guides for the assurance of safety and security for
siting, constructing and operating nuclear facilities. The Consultant will also
prepare a “comparison analysis” of the FANR regulations to the International
Atomic Energy Agency (“IAEA”) safety standards. 

The specific regulations and guides to be developed, and their
development schedule will be determined by FANR. However, the regulations and
guides will include those remaining to be developed (e.g. FANR-REG 14 and 16).
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 work activities and estimated hours for these activities
are: 


	ACTIVITIES 
	Staff Hours 
	Q1 	Q2 	Q3 	Q4 	Total 
	Develop regulations and guides. 
Specific regulations
      and guides, 
and schedule for development to 
be determined by FANR.
    	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	TOTAL 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 



Key Personnel 

*[Redacted]* 

FANR Support 

The Parties shall work together to determine what regulations
and guides to pursue and on what time schedule. FANR will review draft
regulations and guides provided to it by the Consultant and provide comments.
The Parties shall work together to issue proposed regulations to ENEC and other
stakeholders for comments. 

Task 3 — Safeguards and Export/Import Program Regulatory
Support 

Summary 

____________________________
*
*[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. 

Schedule 1-3 




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
Special Nuclear Material (as defined by Title I of the US Atomic Energy Act of
1954) 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. 

Approach/Work Activities 

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; Schedule 1-3 Consultancy Agreement — July
      2012 — FANR / Lightbridge Corporation 
	  	  
	• 	Reviewing licensed safeguards and export/import
      activities; 
	  	  
	• 	Supporting safeguards inspections, including
      the IAEA complimentary access; and Supporting UAE outreach activities.
  


The work activities and estimated hours for these activities
are: 


	
ACTIVITIES 	Staff Hours 
	   Q1 	Q2 	Q3  	Q4 	Total 
	Safeguards and Export/Import 
Regulatory Program Support
    	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*
	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

The Parties shall work together to determine what regulations
and guides to pursue and on what time schedule. FANR will review draft
regulations and guides provided to it by the Consultant and provide comments. The Parties shall work together to issue
proposed regulations to ENEC and other stakeholders for comments. 

______________________________
*
*[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. 

Schedule 1-4 




Task 4 — FANR Operating Experience Program


Summary 

Provide assistance to FANR in establishing a global 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 analyze
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. 

Approach/Work Activities 

The Consultant will assist FANR to design and build an
effective operating experience program that has a solid operating experience
platform, 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). 

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 analyze the
data obtained and provide reports to FANR. Once these activities for siting and
construction experience data are completed, collection of 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
analyzed. 

Schedule 1-5 




The work activities and estimated hours for these activities
are: 


	  	ACTIVITIES 	Staff Hours 
	  	  	       
       Q1 	Q2 	Q3 	Q4 	Total 
	a. 	Collect and analyze foreign reactor 
siting and
      construction experience, 
manufacturing defects, and 
corrective
      actions taken by 
regulators and industry. This Task 
shall also
      include any industry 
experience in the UAE for large 
construction
      projects. 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	b. 	Develop program description, 
procedures and
      specifications for 
the infrastructure (e.g. databases), 
and
      project plan needed for FANR 
to implement a regulatory 
operating
      experience program. 	*[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 a
construction and operations inspection program, and perform its safety
regulatory oversight responsibilities. Specifically, (1) the Consultant will
develop a draft of all the elements of a FANR inspection program; and (2) when
requested by FANR in writing, 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. The Consultant will also assist with training/ 

_________________________
*
*[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. 

Schedule 1-6 




Approach/Work Activities 

The Consultant will assist FANR to complete the development of
its inspection program, including implementation of FANR decisions on the
Inspection Program White Paper report (which the Consultant is developing for
FANR and which will form a basis for construction inspection of the Braka
nuclear site). The Consultant shall assist in completing remaining 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), vendor activities and other
Construction (as defined in the Nuclear Law) related activities. 

The work activities and estimated hours for these activities
are: 


	 	ACTIVITIES 	Staff Hours 
	  	  	       
       Q1 	Q2 	Q3 	Q4 	Total 
	a. 	Develop inspection program 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*
	b. 	Conduct inspections 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*
	  	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

Provide reasonable site access and accompany the Consultant on
inspections where required. Review, comment and approve the inspection
instructions with 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 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. 

Schedule 1-7 




Approach/Work Activities 

The Consultant will support FANR’s development of the UAE
national report for the Second Convention on Nuclear Safety (the “CNS”)
Extraordinary Meeting related to Fukushima, and the implementation of the Joint
Convention on the Safety of Spent Fuel Management and on the Safety of
Radioactive Waste Management (the “Joint Convention”). 

The specific Services for this Task follows: 

Second CNS Extraordinary Meeting related to Fukushima: 


	• 	Develop UAE national report (due 26 May 2012);
    
	 	 
	• 	Assist FANR in preparing for the Second CNS
      Extraordinary Meeting related to Fukushima; and 
	 	 
	• 	Support the FANR Fukushima task force
      (ongoing), 



Joint Convention: 

	• 	Review national reports of other countries
      specified by FANR; 
	 	 
	• 	Develop questions for other contracting
      parties; 
	 	 
	• 	Assist in the development of answers to UAE
      questions from other contracting parties; 
	 	 
	• 	Develop briefing book for Joint Convention UAE
      delegation; and 
	 	 
	• 	Assist FANR in the preparation for the Joint
      Convention review meeting in May 2012. 


The work activities and estimated hours for these activities
are: 


	  	ACTIVITIES 	Staff Hours 
	  	  	   Q1 	Q2 	Q3 	Q4 	Total 
	a. 	Second CNS Extraordinary 
Meeting
      related to Fukushima 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*
	b. 	Joint Convention 	*[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. 

Schedule 1-8 




Key Personnel 

*[Redacted]* 

FANR Support 

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 possible.


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 writing
(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 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 writing, the Consultant will provide advice and assistance
to help FANR develop and implement its nuclear regulatory program.



Approach/Work Activities


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 included in other tasks.
The Consultant shall proactively suggest activities for FANR approval and will
respond quickly with appropriate expertise to requests from FANR in writing. 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 (40 hours per month for each division of FANR as set forth
below) are shown below. 

_______________________________
*
*[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. 

Schedule 1-9 






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



Key Personnel 

*[Redacted]* 

FANR Support 

The Parties 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, and license reviews and inspections in the
radiation safety area. 

Objective 

Support FANR implementation of licensing and inspection of
Regulated Materials safety, and internal FANR emergency preparedness and
response. 

Approach/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; 
	 	 
	• 	Implementation of an inspection program; 
	 	 
	• 	Implementation of improvements resulting from
      the IAEA IRRS mission; Identification of regulatory issues and proposing
      solutions; 


_______________________________
*
*[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. 

Schedule 1-10 





	• 	
      Training and mentoring FANR staff; and Supporting other
      radiation safety regulatory activities, when requested by FANR in writing,
      such as the source registry, dose registry, internal FANR emergency
      preparedness and Incident Response Center. 



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 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*
	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

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

Task 9 — Communications Support Summary


Assist FANR in developing plans for communicating with the
public and other stakeholders on significant FANR activities. 

Objective 

Public and stakeholder understanding is a key element to the
acceptance of the UAE nuclear program. FANR will contribute substantially to
public and stakeholder understanding by how it regulates and communicates issues
and actions. The overall objective of this Task is to ensure that FANR is
prepared to communicate effectively with the public and other stakeholders on
significant activities and topics that might arise. 

_______________________________
*
*[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. 

Schedule 1-11 




Approach/Work Activities 

The Consultant will support FANR in communications planning for
outreach with the public and other stakeholders. The Consultant will assist FANR
in the development of specific communications plans focused on specific events
or issues. Communications plans will be based on the integrated management
system procedure for developing communication plans, and may use a collaborative
process, including “brain storming” sessions with key managers and staff who
will be doing the communicating. 

The work activities and estimated hours for these activities
are: 


	ACTIVITIES 
	Staff Hours 
	         Q1 	Q2 	Q3 	Q4 	Total 
	Develop a communication plan, 
including questions and
      answers, 
when requested by FANR in 
writing. 	*[Redacted]* 	*[Redacted]*
    	*[Redacted]*
    	*[Redacted]*
    	*[Redacted]*
    
	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

Provide policy and program directions. The development of
specific communications plans will involve the FANR communications advisor to
the Director General, Government and International Affairs Department staff and
program managers and staff who are involved in the regulatory action at hand.


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). 

______________________________
*
*[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. 

Schedule 1-12 




Approach/Work Activities 

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. This will include supporting the implementation of a FANR document
management system. If requested by FANR in writing, the Consultant will assist
in a general advisory role in this regard. 

The work activities and estimated hours for these activities
are: 


	  	ACTIVITIES 	Staff Hours 
	  	  	       
       Q1 	Q2 	Q3 	Q4 	Total 
	a. 	Develop and modify procedures 
in support of the
      FANR IMS, 
when requested by FANR in 
writing. 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	b. 	Assist in developing and 
implementing
      management support 
systems, including document 
management system,
      when 
requested by FANR in writing. 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	  	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

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

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. To this end, when
requested by FANR in writing, the Consultant will support the development of
FANR training programs. 

__________________________
*
*[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. 

Schedule 1-13 




Approach/Work Activities 

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 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 (e.g., leadership
blueprint) training course outlines or syllabus and present the training to FANR
staff. 

The specific activities and estimated hours are: 


	  	ACTIVITIES 	Staff Hours 
	  	  	       
       Q1 	Q2 	Q3 	Q4 	Total 
	a. 	
      Develop and conduct technical and 
regulatory training
      
when requested by FANR in writing. 
	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	b. 	Develop program description, 
procedures and
      specifications for 
the infrastructure (e.g. databases) 
needed for
      FANR to implement a 
knowledge management 
program. 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	  	TOTAL 	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*	*[Redacted]*



Key Personnel 

*[Redacted]* 

FANR Support 

Provide policy and program directions. The Parties shall also
work together to define training needs and develop course outlines and syllabus.
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. 

Schedule 1-14 




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. 

 Approach/Work
Activities 

The Consultant will support FANR in the development and
implementation of an effective and efficient Regulated Materials security
program. This includes: 

	1. 	
      Identification and development of regulatory guide(s) for
      the implementation of FANR- REG-23 on security of radioactive sources (the
      “REG-23 Guide”). The IAEA Nuclear Security Series No 14 (nuclear
      security recommendations on radioactive material and associated
      facilities), No 9 (security in the transport of radioactive material) and
      No 11 (security of radioactive sources) may be used for that
    purpose;

	 	 	 
	2. 	
      Development of a program related to licensing the
      security aspects of Regulated Materials, including the establishment of
      security instructions for the licensing process (the “Licensing
      Program”). In particular, based on the general procedure regarding the
      license of a Regulated Activity (defined in the Nuclear Law) or Regulated
      Material, an instruction for the assessment of the security plan and the
      transport security plan provided by applicants shall be
  established;

	 	 	 
	3. 	
      Development of an inspection program for Regulated
      Materials security, including the establishment of procedure and
      instruction for security inspection (the “Inspection Program”);
      and

	 	 	 
	4. 	
      Supporting other Regulated Materials and/or security
      regulatory activities upon written request by
FANR.



The following deadlines should, subject to any instructions by
FANR to the contrary, be respected for planning purposes: 


	• 	Establishment of regulatory guides, including
      REG-23 Guide during 1st and 2nd quarters of 2012; 
	 	 
	• 	Establishment of the Licensing Program during
      2nd and 3rd quarters of 2012; 
	 	 
	• 	Establishment of the Inspection Program during
      3rd and 4th quarters of 2012. 



Schedule 1-15 




Taking into account the sensitivity of the information to be
managed, this Task 12 shall be conducted on FANR premises. 

The activity and estimated hours follow. 


	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 

A kick-off meeting will be organized by the Consultant at the
beginning of Task 12 to finalize the Services to be performed as well as the
list of documents to be established. Each document established will be submitted
to FANR by the Consultant for review and comment. Regarding the Task set out in
paragraph 4 above of this Task 12, FANR will formally request assistance and the
Consultant will propose a timeline and estimated resources for approval before
its realization. 

	3. 	
      PART 3 - BILLING
RATES



The Consultant’s Personnel shall be billed at the following
rates for their performance of the Services only where such performance has been
authorized by the relevant Task Order. No member of the Consultant’s Personnel
shall bill more than *[Redacted]* hour per day to FANR, except as agreed
by FANR in writing. 


	 
                         
         Personnel and consultants 	               2012
      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]*
    
	
      *[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]* 



      

_______________________________
*
*[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. 

Schedule 1-16 






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. 

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. 

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 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). 


	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 	*[Redacted]* total hours 
	Program
      Regulatory Support 	 
	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 -
      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]* 



      

_______________________________
*
*[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. 

Schedule 1-17 





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. 

	4. 	
      PART 4 - 2013
SERVICES



On or before 15 December 2012 the Consultant shall submit to
FANR a draft services schedule for the Services to be performed in 2013 complete
with a comprehensive list of its Personnel with the hourly rates for each. Once such schedule has been
agreed between the Parties in writing it shall be incorporated into this
Agreement by written amendment. 

_________________________________
*
*[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. 

Schedule 1-18 





	5. 	
      PART 5 - 2014
SERVICES



On or before 15 December 2013 the Consultant shall submit to
FANR a draft services schedule for the Services to be performed in 2014 complete
with a comprehensive list of its Personnel with the hourly rates for each. Once
such schedule has been agreed between the Parties in writing it shall be
incorporated into this Agreement by written amendment. 

Schedule 1-19 




SCHEDULE 2 
EXPENSES 

Performance of the Services in Flight 

For all flights to and from Abu Dhabi pre-approved by FANR in
writing, each of the Consultant’s Personnel on such flights shall be entitled to
bill (at the applicable hourly rates provided in the tables for the relevant
year as set out in Schedule 1) for the actual time spent performing the Services
on such flights, provided that such Personnel shall be entitled to bill for a
maximum of *[Redacted]* hours on such flights regardless of the number of
actual hours worked on the flights. As an example, if the Consultant’s Personnel
perform the Services for *[Redacted]* hours during a flight, such
Personnel shall be entitled to bill FANR for 

*[Redacted]* hours (not *[Redacted]* hours). 


Travel Costs 

The effective date for this part of the Agreement is March 31,
2013. Prior to the effective date, the Consultant will make flight arrangements
and pay the cost for travel pre-approved by FANR in writing and related to this
Agreement. 

FANR shall, for all of the Consultant’s travel pre-approved by
FANR in writing and related to this Agreement, make arrangements for, and pay
the cost associated with, the Consultant’s airfare directly to the airlines or
travel agent. All travel pre-approved by FANR in writing will be conducted using
business class airfares on a reasonably direct route without an excessive number
of stops. FANR will pay for flights to and from Abu Dhabi or Dubai only and
shall not be required to pay any greater amount than a standard business class
round trip between the United States and Abu Dhabi or Dubai. FANR will pay for
Consultant’s flights from the United States or Abu Dhabi or Dubai to locations
outside of the United Arab Emirates, when such travel is requested and
pre-approved by FANR. FANR may in its discretion, where it receives at least ten
(10) days advance notice from the Consultant, book extra flight legs, not
related to this Agreement, for the Consultant. The costs attributable to such
extra flight legs shall be, at FANR’s discretion, either set off against the
Fees or promptly reimbursed by the Consultant to FANR. 

If FANR books airfare (or hotels in accordance with paragraph 1
of the Per Diem section immediately below) on behalf of the Consultant and any
of the Consultant’s Personnel cancel their travel (which includes cancelling or
changing flights and/or routes) or otherwise do not travel or do not stay in any
hotel room booked by FANR on behalf of the Consultant (each being a
“Cancellation”), the Consultant shall give FANR as much advance
notice as possible in respect of any such Cancellation and if: (i) such notice
is provided less than five (5) days prior to the applicable travel date or
arrival date at a hotel; (ii) the Cancellation is not at the request of FANR;
and (iii) cancellation fees or charges are levied against FANR, then, at FANR’s
option, either the Consultant shall promptly reimburse FANR in respect of all
such Cancellation fees or charges or FANR shall set off all such fees or charges against
any payments to be made by FANR to the Consultant under this Agreement. 

______________________________
*
*[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. 

Schedule 2-1 




Per Diem 

	1. 	
      The Consultant will charge a per diem rate of AED
      *[Redacted]* per day to cover all accommodation, incidentals, meals
      and ground transportation expenses incurred during the time spent by the
      Consultant’s Personnel in the Emirate of Abu Dhabi in the provision of the
      Services (the “Per Diem”).

	 	 
		
      Where requested by the Consultant, FANR may at its
      discretion make arrangements for the Consultant’s hotel booking and
      accommodation in Abu Dhabi. Such hotel accommodation will be selected in
      accordance with FANR’s policies and located within reasonable proximity to
      the location(s) where the Consultant shall be providing the Services. If
      FANR elects to make and pay for such hotel arrangements, FANR shall be
      entitled to set off all such fees or charges against any payments to be
      made by FANR to the Consultant under this Agreement.

	 	 
	2. 	
      The Consultant will charge a per diem rate of AED
      *[Redacted]* per day when requested by FANR to provide services as
      a member of a FANR team at a location other than the United Arab
      Emirates.

	 	 
	3. 	
      The expenses covered by the Per Diem include all
      accommodation, meals, beverages, tips, laundry, internet services, phone
      usage, taxi charges and other ground transportation charges and all other
      miscellaneous expenses. Air travel expenses are excluded from the Per
      Diem.

	 	 
	4. 	
      The Per Diem is payable to the Consultant in accordance
      with the payment mechanisms provided in this Schedule 2 without
      itemization of expenses or receipts. The Consultant’s invoice will include
      the trip duration, including the start and end travel dates and air travel
      receipts associated with the provision of the Services.

	 	 
	5. 	
      The Per Diem arrangement shall only be for the duration
      of this Agreement and shall only be applicable to the Consultant’s
      Personnel in their performance of the Services. Any personal stay during
      the travel period will not be covered by the Per
Diem.



______________________________
*
*[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. 

Schedule 2-2 




SCHEDULE 3 
THE INSURANCES 


	Insurance Coverage 

	Minimum Coverage 
	
      Worker’s Compensation (including Employer’s
      Liability) covering the Personnel of the Consultant for all
      compensation and other benefits required by the Workmen’s Compensation or
      similar statutory insurance laws of any nation or governmental authority
      thereof anywhere in the world to which Services are subject, in respect of
      liability for bodily injury by accident or disease, including death
      resulting therefrom, sustained by any Personnel of the Consultant arising
      out of and in the course of employment. 


	
      The limit of liability under the Employer’s Liability
      Section of such insurance coverage shall be the greater of the
      requirements of applicable laws and US$ 500,000 

	
      Motor Vehicle Third Party and Passenger
      Liability Insurance in respect of death of or injury to persons and/or
      loss of or damage to property only in respect of and to the extent that
      motor vehicles are used in connection with the performance of the
      Services. 


	
      The limit of liability of such insurance coverage shall
      not be less than the requirements of applicable laws. 

	
      Professional Indemnity Insurance on an each and
      every claim basis. FANR shall be added as an additional assured for their
      vicarious liability arising out of the professional services being
      performed by Lightbridge. 


	
      The limit of liability of such insurance coverage shall
      not be less than US$5,000,000 per occurrence and US $5,000,000 annual
      aggregate. 

	
      Any other insurances required by applicable
      laws 


	
      The limit of liability of such insurance coverage shall
      not be less than the requirements of applicable laws.





Schedule 3-1 




SCHEDULE 4 
FORM OF REQUEST FOR SUPPLEMENTARY
SERVICES 

Pursuant to clause 2.1 of the consultancy agreement (the
“Agreement”) entered into on 15 July 2012 between The Federal
Authority for Nuclear Regulation (“FANR”) and Lightbridge Corporation
(the “Consultant”), each being a “Party” and collectively
the “Parties”, the undersigned, being duly authorized
representatives of the Parties, hereby conclude this supplementary services
agreement (the “SSA”) and agree as follows: 


	DESCRIPTION
      OF SERVICES 

	 
	PERSONNEL
    

	 
	START DATE
    

	 
	END DATE
    

	 
	FEE1
      

	 
	ADDITIONAL INFORMATION 

	 



This SSA shall be construed under and governed by the laws of
Abu Dhabi, United Arab Emirates, and the Federal Laws of the United Arab
Emirates, without giving effect to the principles of conflicts or choice of law
provisions therein. 

All disputes or controversies arising out of, related to, or in
connection with this SSA shall be governed by clause 32 (Dispute Resolution) of
the Agreement (except such clause shall be amended such that the word
“Agreement” shall be replaced by “SSA” throughout clause 32) and clause 32 (as
amended) shall be applicable as if it were set out in full herein. 

The Parties agree and acknowledge that the provisions of the
Agreement, except as amended to incorporate changes made by this SSA, shall
remain in full force and effect. 

[Signature Page Follows] 

_______________________
 1 Any Supplementary
Services proposed herein that exceed 5% of the total estimated hours for the
relevant year and/or the value of the Agreement for the relevant year (as
determined by FANR) will require the approval of the FANR tender committee,
which must be obtained prior to executing this SSA. 

Schedule 4-1 




The Parties have caused their duly authorized representatives
to execute and deliver this SSA as of [DATE]. 

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

	By: 	______________________________________________
	 	Name: 
	 	Title: 
	 	  
	For and on behalf of:
      Lightbridge Corporation 
	 	  
	By: 	______________________________________________
	 	Name: 
	 	Title: 


Schedule 4-2 




SCHEDULE 5 
FORM OF TASK ORDER 

Lightbridge Corporation 
1600 Tysons Blvd, 
Suite 550,

Tysons Corner, 
VA 22102 USA, 
Fax: +1 571.730.12260 
Attention:
Jon Johnson 

201_ 

TASK ORDER NO.  [ X ] 

Dear  [  ], 

The Federal Authority for Nuclear Regulation (“FANR”)
writes to confirm that FANR is issuing Lightbridge Corporation, (the
“Consultant”) this task order no. [X] (this “Task
Order”), pursuant to the consultancy agreement entered into by and
between FANR and the Consultant dated 15 July 2012 (the “Agreement”). The
details of the services to be completed under this Task Order are described in
Section 1 of this Task Order and set forth in Appendix 1 hereto (the
“Services”). The Services are to be completed in accordance with the
terms of the Agreement. 

The Consultant shall not commence the Services until FANR has received the enclosed duplicate original of this Task Order executed by
the Consultant and the conditions listed in Section 1 of this Task Order
and paragraph 3 of Appendix 1 of this Task Order are fully satisfied. 

Yours faithfully, 

 

[NAME] 
For and on behalf of The Federal Authority for
Nuclear Regulation 

Schedule 5-1 




Section 1— Services 


	Reference 	Tasks to be completed 	List of 
deliverables and deliverable
      due dates for 
each Task 
	- 




	[1] 	 
    
	(a) 	 
    
	(b) 	 
    
	(c) 	 
    
	(d) 	 
    
	(e) 	 
    
	- 




	[2] 	 
    
	(a) 	 
    
	(b) 	 
    
	(c) 	 
    
	(d) 	 
    
	(e) 	 
    
	_ 




	[3] 	 
    
	(a) 	 
    
	(b) 	 
    
	(c) 	 
    
	(d) 	 
    
	(e) 	 
    



[Note: insert as many Tasks in Section 1 of this Task Order as
required by FANR] 

FANR and the Consultant acknowledge and agree that the Services
shall be performed in accordance with Schedule 1 of the Agreement and
categorized as in the table immediately above. The number of total person hours
(and associated Fees) shall be equitably adjusted in accordance with clause 8.4
of the Agreement. 

Conditions Related to this Task Order 

The Consultant shall not commence any of the following Tasks or
activities without specific prior written approval from FANR: 

	 	a. 	
      [insert restrictions (if any)].



Section 2 — Number of Hours for Each Task



	Grade/Pay Level 	Task 	Maximum Number of 
Hours to be Used
    	Total Number of 
Hours Per
      
Grade/Pay Level 
	Special Expert 

	 
      [ 1 ] 	 
    	


	 
      [ 2 ] 	 
    
	 
      [ 3 ] 	 
    
	Senior Expert 
	 
      [ 1 ] 	 
    	

	 
      [ 2 ] 	 
    
	  	
        [ 3 ] 
	 	 
	Project Support 




	
        [ 1 ] 
	 	






	
        [ 2 ] 
	 
	
        [ 3 ] 
	 
	 	 
	 	 



  

Schedule 5-2 






Note: After execution of this Task Order, FANR and the
Consultant may mutually agree in writing to adjust the allocation of hours
between the Grades/Pay Levels and Tasks as set forth above in this Section 2.



	Consultant’s Personnel to be engaged
      
in Services for this Task Order 	Grade/Pay Level 
	Hourly Rate (in accordance
      with 
Schedule 1 of the Agreement) 

	[insert name] 
	[insert Grade/Pay 
Level] 	[insert hourly rate] 





Section 3 — Fee 

	
    The cost of providing the Services for this Task Order shall
      not, without the prior written consent of FANR, exceed the amount of
      (United States Dollars [X] and [X] Cents Only) USD [X] (the
      “Fee”) 



Section 4 — Commencement and Completion Date


	Commencement date of the Services 
(the “Commencement
      Date”) 

 	- 
	Completion date of all the Services under 
this Task
      Order (the “Completion Date”) 

 	- 


Section 5 — Project Management 


	The
      Project Manager for FANR for this Task Order shall be: 
	Name: 	-
  
	Address: 	-
  
	Telephone: 	-
  
	Email: 	-
  
	Fax: 	-
  





	The
      Project Manager for FANR for this Task Order shall be: 
	Name: 	-
  
	Address: 	-
  
	Telephone: 	-
  
	Email: 	-
  
	Fax: 	-
  



 

Schedule 5-3 






Section 6 - Signatures 

FANR and the Consultant have caused their duly authorized
representatives to execute and deliver this Task Order as of [ .], 201_. 

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

	 	 
	Name: 	 
	Title: 	 


For and on behalf of Lightbridge Corporation by: 

	 	 
	Name: 	 
	Title: 	 


Schedule 5-4 




Appendix 1 
TASK ORDER DETAILS 

The details and requirements for this Task Order are as
follows: 

	1. 	
      SERVICES AND DELIVERABLES



This Task Order is concerned with the Services described in
Section 1 of this Task Order. Where this Task Order describes parts of the
Services in general terms, but not in complete detail, it is understood that the
Services include any incidental work and/or services that can reasonably be
inferred as required and necessary to complete the Services. 

	2. 	
      FEES AND EXPENSES



The Fee for the Services provided under this Task Order is
based on the schedule of rates set forth in Schedule 1 of the Agreement
and the total cost of providing the Services shall not exceed the Fee specified
in Section 3 of this Task Order without the written consent of FANR. The
Consultant acknowledges that the Services may require staff to work outside of
normal working hours, but Consultant shall not be entitled to any additional fee
or remuneration in addition to the Fee in relation to providing the Services
outside of normal working hours, unless pre-approved by FANR in writing. 

	3. 	
      PROJECT MANAGEMENT



FANR and the Consultant shall mutually agree upon a project
plan for providing the Services. 

	4. 	
      INVOICES




	4.1 	
      The Consultant shall be entitled to submit an invoice to
      FANR for the Fee (or any prorated portion of the Fee), as well as for any
      pre-approved expenses (approved in accordance with clause 8 of the
      Agreement) incurred during provision of the Services in respect of this
      Task Order in accordance with clause 9 of the Agreement.

	 	 
	4.2 	
      In support of the Fee (or any prorated portion of the
      Fee) and any applicable pre- approved expenses, the invoice shall be
      accompanied by such supporting information and documentation as required
      pursuant to clause 9 of the Agreement and payment shall be made by FANR in
      accordance with said clause 9.




	5. 	
      COMPLIANCE



The Consultant’s performance of the Services shall comply with
all applicable laws, rules, regulations, proclamations and orders, both in the
United Arab Emirates and in any other relevant jurisdiction, including all laws
related to obtaining any required business or work permits or licenses, the
health and safety of its employees, immigration, and customs as well as any
other requirements referenced in the Agreement or specifically included in this
Task Order. 

Schedule 5-5 





	6. 	
      COMMENCEMENT AND
COMPLETION



The Commencement Date of the Services is specified in Section 4
of this Task Order. The Completion Date of the Services is specified in Section
4 of this Task Order and may be extended only upon the mutual written agreement
between the Parties. 

	7. 	
      ADDITIONAL PROVISIONS




	7.1 	
      Key Performance Indicators



In performing the Services, the Consultant shall use its best
efforts to meet the Key Performance Indicators (“KPIs”) set forth in
Schedule 7 of the Agreement and shall ensure that all of its Personnel
and subcontractors performing the Services on its behalf meet the KPIs. Total
deductions for failure to meet the KPIs in respect of this Task Order shall be
capped at the maximum amount of *[Redacted]*% of the Task Order value.


	7.2 	
      Application of the Agreement



All of the terms and conditions of the Agreement remain in full
force and effect and shall apply to the Services and the management and
administration of this Task Order unless the Agreement is specifically modified
by the terms and conditions of this Task Order. 

Furthermore, all capitalized terms used but not defined in this
Task Order shall have the meaning ascribed to them in the Agreement. 

_________________________________
*
*[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. 

Schedule 5-6 




SCHEDULE 6 
WORKING PRACTISES 

The Consultant shall perform the
Services in accordance with the following: 

	1. 	
      Quality Assurance
Procedures



The Consultant shall establish and
implement written procedures (“Quality Assurance Procedures”) covering
the delivery of the Services that meets IAEA standards and is suitable for the
work with FANR. The Quality Assurance Procedures shall be made available for
review and approval by FANR. The Consultant shall amend the Quality Assurance
Procedures in order to obtain FANR’s approval. Review and approval by FANR of
the Consultant’s Quality Assurance Procedures shall not relieve the Consultant
of its responsibility to perform the Services in accordance with the Quality
Assurance Procedures and the other provisions of this Agreement. 

	2. 	
      Subcontractor Quality Assurance
  Procedures



In accordance with the Consultant’s
Quality Assurance Procedures, the Consultant shall require its subcontractors to
establish, implement and maintain appropriate quality assurance procedures which
shall meet the requirements of the Consultant’s Quality Assurance Procedures.


	3. 	
      Non-conformances



The Consultant shall provide FANR with
an opportunity to audit any reports of a nonconformance under the Quality
Assurance Procedures or any subcontractor’s quality assurance procedures, or any
non-conformance of a Service. 

	4. 	
      Adequacy of Methods and
Equipment



If at any time FANR determines that the
Consultant’s or a subcontractor’s methods, performance or any other aspect or
element of the Services are inadequate for ensuring the requisite quality, FANR
may order the Consultant to improve its performance and/or change its procedures
or Personnel, and the Consultant shall take all actions necessary so as to
ensure the requirements of FANR are met and the high quality of the Services and
compliance with the requirements of this Agreement. 

	5. 	
      Safety Culture




	 	a) 	
      the Consultant shall conform to all IAEA standards in
      establishing a safety culture. As part of that culture, the Consultant
      shall comply with all applicable Abu Dhabi, UAE and international laws and
      regulations which prohibit Discrimination (defined below) against workers
      for engaging in certain Protected Activities (defined below).
      “Discrimination” includes discharge or any other adverse actions
      that relate to compensation, terms, conditions, and privileges of
      employment. The term “Protected Activities” includes, among other
      things, workers raising nuclear safety or quality control complaints
      either internally to their employer or to a regulatory agency. The Consultant
      shall fully investigate, and ensure that its subcontractors investigate,
      any allegation of Discrimination for engaging in Protected Activities with
  respect to the Services under this Agreement.



Schedule 6-1 





	 	b) 	
      Within two (2) business days after the receipt by the
      Consultant or any of its subcontractors of (i) an allegation associated
      with Services under this Agreement by a member of Personnel or a former
      member of Personnel of the Consultant or any of its subcontractors of
      Discrimination because of engagement in Protected Activities or (ii)
      notice of the filing of a complaint to any competent authority by any such
      member of Personnel or a former member of Personnel, the Consultant shall
      inform FANR and shall cooperate fully with any investigation of any such
      allegations.

	 	 	 
	 	c) 	
      the Consultant shall ensure that no agreement affecting
      the compensations, terms, conditions and privileges of employment,
      including, but not limited to, any agreement to settle a complaint filed
      by a member of Personnel or a former member of Personnel of the Consultant
      or a subcontractor under applicable law shall contain any provision which
      prohibit, restrict, or otherwise discourage a member of Personnel or a
      former member of Personnel from participating in any Protected Activity,
      including, but not limited to, providing information to FANR or any other
      regulatory authority.

	 	 	 
	 	d) 	
      the Consultant shall ensure that its employees understand
      that they can raise safety related concerns and directly contact the
      competent regulatory agencies without fear of employer reprisals or job
      related discrimination.





	6. 	
      Code of Ethics



The Consultant shall maintain and
comply with a “Code of Ethics” and ensure that its subcontractors shall
comply with a code of ethics that is consistent with the Consultant’s Code of
Ethics. FANR shall have the right to review the Consultant’s Code of Ethics and
be informed of any change in the Code of Ethics before such change comes into
force. 

	7. 	
      Safeguards Information



The Consultant and its subcontractors
may have access to “Safeguards Information” provided by the IAEA, the
UAE, foreign governments, or industry participants during performance of the
Services. Safeguards Information is information not otherwise classified as
restricted that identifies (1) security measures for the physical protection of
special nuclear material or (2) security measures for the physical protection
and location of certain plant equipment vital to the safety of nuclear
production or utilization facilities. The Consultant agrees that Safeguards
Information shall be handled and protected from unauthorized disclosure in
accordance with the requirements of the applicable Abu Dhabi and UAE authorities
and clause 16 hereof. 

Schedule 6-2 




SCHEDULE 7 
KEY PERFORMANCE INDICATORS 

In performing the Services, the Consultant shall meet the KPIs
set forth below and shall ensure that all of its Personnel and subcontractors
performing the Services on its behalf meet the KPIs. If any KPI is not met (as
determined by FANR acting reasonably) FANR shall be entitled, without prejudice
to any other remedy of FANR under the Agreement, to deduct the amount set forth
below for each instance of breach from any Fees payable to the Consultant in
respect of the Task Order to which such breach of the KPI applies. Total
deductions for failure to meet the KPIs under this Agreement shall be capped at
*[Redacted]*% of the aggregate value of the applicable Task Orders issued
during the Term. Additionally, if one or more breaches of a given KPI occurs,
the Consultant will, at the request of FANR (and at no cost or expense to FANR)
prepare a corrective action plan, within three (3) business days of FANR’s
request, regarding the same. 

	 Ref 	
    Key Performance Indicators



	
     Financial Deduction for Breach
      (AED) 

	1.1 	
      The Consultant submits the deliverables specifically
      identified in each Task Order to FANR in accordance with the timelines set
      forth in a Task Order. 
	
      None 

	 
    	
       
	
      

	1.2 	
      The Consultant submits the deliverables specifically
      identified in each Task Order to FANR after the date required in the
      timeline set forth in a Task Order, other than: 
	
      *[Redacted]*% of the Task Order value to which
      such breach applies for each day or part day that the deliverable is late.
      Total deductions shall not to exceed *[Redacted]*% of the Task
      Order value 

	 	
     
	
     

		
      A.      as permitted in
      accordance with clause 19 (Force Majeure) of the Agreement; or 
	
    

	 
    	
       
	
      

		
      B.       where the failure
      to comply with the deadline is directly attributable to delay by FANR.
    
	
    

	 
    	
       
	
      

		
      For the avoidance of doubt, in the event that there is a
      revision in the scope of Services to this Agreement, the Parties agree to
      equitably adjust the timelines set forth in the Task Order affected by
      such revision in scope, as they pertain to these KPIs. 


	
    



___________________________
*
*[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. 

Schedule 7-1 





	 Ref 	
      Key Performance Indicators 


	
    Financial Deduction for Breach (AED)
    

	2.1 	
      The Consultant submits evidence of insurance in
      accordance with the requirements of clause 13 (Insurance) of the
      Agreement. 
	
      None 

	  	
      
	
      

	2.2 	
      The Consultant submits evidence of insurance after the
      timelines set out in clause 13 (Insurance) of the Agreement. 
	
      *[Redacted]*% of the Task Order value to which
      such breach applies for each day or part day that the Insurance
      requirements are late. Total deductions shall not to exceed
      *[Redacted]*% of the Task Order value 

	  	
      
	
      

	3.1 	
      The Consultant and its Personnel and subcontractors
      comply with all FANR written policies regarding safety in the workplace,
      information technology or billing procedures provided to the Consultant.
      
	
      None 

	  	
      
	
      

	3.2 	
      The Consultant or any of its Personnel or subcontractors
      fails to comply with any FANR written policies regarding safety in the
      workplace, information technology or billing procedures provided to the
      Consultant. 


	
      *[Redacted]*% of the Task Order value to which
      such breach applies (for each breach). Total deductions shall not to
      exceed *[Redacted]*% of the Task Order value




________________________________
*
*[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. 

Schedule 7-2