THORIUM
POWER, LTD.

    


    SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

    


    NOTICE OF
GRANT

    


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

    


    
      
        
          
            	
                    Name: 

                  	
                    James Guerra

                  	 
      	
                    Address:

                  	
                    423 Cumnor Road

                  
	 
      	 
      	 
      	 
      	
                    Kenilworth, IL
  60043

                  


          

        

      

    

    


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

    


    
      
        
          
            
              	
                      Date
      of Grant:

                    	
                      July 14, 2009

                    
	 
      	 
      
	
                      Vesting
      Commencement Date:

                    	
                      July 14, 2009

                    
	 
      	 
      
	
                      Option
      Price per Share:

                    	
                      $0.19

                    
	 
      	 
      
	
                      Total
      Number of Shares Granted:

                    	
                      988,235

                    
	 
      	 
      
	
                      Total
      Option Price:

                    	
                      $187,764.65

                    
	 
      	 
      
	
                      Type
      of Option:

                    	
                      _______

                    	
                      Incentive
      Stock Option

                    
	 
      	
                            X       

                    	
                      Nonqualified
      Stock Option

                    
	 
      	 
      	 
      
	
                      Term/Expiration
      Date:

                    	
                      Ten
      (10) years after Date of
Grant

                    


            

          

        

      

    

     

    Vesting
Schedule:

    


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

    


    The Option shall vest with respect to
1/3 of the Total Number of Shares Granted (as specified above) on the first
anniversary of the Vesting Commencement Date and shall thereafter vest 1/3 on
each of the second and third anniversaries of the Vesting Commencement
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THORIUM
POWER, LTD.

    


    SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

    


    STOCK OPTION
AGREEMENT

     

    This STOCK OPTION AGREEMENT
(“Agreement”), dated as of the 14th day of July, 2009 is made by and
between THORIUM POWER, LTD., a Nevada corporation (the “Corporation”), and JAMES
GUERRA (the “Optionee,” which term as used herein shall be deemed to include any
successor to the Optionee by will or by the laws of descent and distribution,
unless the context shall otherwise require).

     

    BACKGROUND

     

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

     

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

     

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

     

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

     

    3.           Time of
Exercise.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    4.           Termination
of Option.

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.           Procedure
for Exercise.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    X = Y(A-B)

     

    A

     

    
      	
                              Where

            	
              X 

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

            


    

     

    
      
        	
                
                

              	
                Y 

              	
                =
      the
      number of Optioned Shares

              


      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                
                

              	
                A 

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

              


      

    

     

    
      	
              
              

            	
              B 

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

            


    

     

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

     

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

     

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

     

    8.           Additional
Provisions Related to Exercise.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

    22.          Section
409A Status.  This option is
not intended to result in a deferral of compensation within the meaning of Code
section 409A, and shall be interpreted in a manner consistent with avoiding the
deferral of compensation.  If any provision of this agreement would
result in the deferral of compensation within the meaning of section 409A, the
parties agree to amend that provision to avoid the application of section
409A.

    


    [signature
page follows]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        
          	 
      	
                  THORIUM
      POWER, LTD.

                
	 
      	 
      
	 
      	
                  By: 

                	
                  /s/ Seth Grae

                
	 
      	
                  Name:
      Seth Grae

                
	 
      	
                  Title:
      President and Chief Executive Officer

                
	 
      	 
      
	 
      	
                  Optionee:

                
	 
      	 
      
	 
      	
                     /s/ James
      Guerra

                
	 
      	
                  Name:  James
      Guerra

                


        

      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    NOTE RE:
EXHIBITS

    


    EXHIBITS
A AND B ARE TO BE SIGNED

    


    WHEN OPTIONS ARE
EXERCISED,

    


    NOT WHEN OPTION AGREEMENT IS
SIGNED.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    THORIUM
POWER, LTD.

    


    SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

    


    EXERCISE
NOTICE

    


    Thorium
Power, Ltd.

    Attention:  Chief
Executive Officer

    


    1.           Exercise of
Option.  Effective as of today, _______________________, 20__ ,
the undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option
to purchase ________________  shares of the Common Stock (the
“Shares”) of Thorium Power, Ltd. (the “Corporation”) under and pursuant to the
Second Amended and Restated 2006 Stock Plan (the “Plan”) and the Stock Option
Agreement dated July 14, 2009 (the “Stock Option Agreement”), with the purchase
of the Shares to be consummated on ______________ ___, ____ (the “Effective
Date”), which date is prior to the termination of the Option and no later than
30 days from the date of delivery of this Notice.

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      
        
          
            
              
                
                  	
                          Submitted
      by:

                        	 
      	
                          Accepted
      by:

                        
	 
      	 
      	 
      
	
                          OPTIONEE:

                        	 
      	
                          THORIUM
      POWER, LTD.

                        
	 
      	 
      	 
      
	 
      	 
      	
                          By: 

                        	 
      
	 
      	 
      	 
      
	 
      	 
      	
                          Its:

                        	 
      
	
                          Name:

                        	 
      	 
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

    


    INVESTMENT REPRESENTATION
STATEMENT

     

    
      
        
          
            
              
                	
                        OPTIONEE

                      	
                        :

                      	
                        James Guerra

                      
	 
      	 
      	 
      
	
                        CORPORATION

                      	
                        :

                      	
                        THORIUM
      POWER, LTD.

                      
	 
      	 
      	 
      
	
                        SECURITY

                      	
                        :

                      	
                        Common
      Stock

                      
	 
      	 
      	 
      
	
                        AMOUNT

                      	
                        :

                      	 
      
	 
      	 
      	 
      
	
                        DATE

                      	
                        :

                      	 
      


              

            

          

        

      

    

    


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

    


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

    


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

    


    Signature
of Optionee: _____________________________

    


    


    Date:__________________