THORIUM
POWER, LTD

      


      SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

      


      NOTICE OF
GRANT

      


      
        
          
            
              
                
                  
                    	
                            Name: James
      Guerra                                           

                          	
                            Address: 423
      Cumnor
      Road                  

                          	 
	 
      	
                            Kenilworth,
      IL  60043            

                          	 


                  

                

              

            

          

        

      

       


      You have
been granted the number of shares (the “Restricted
Shares”) of restricted common stock of the Corporation (“Restricted
Stock”) specified below subject to the terms and conditions of the
attached Restricted Stock Grant Agreement and the Company’s the Second Amended
and Restated 2006 Stock Plan.


      


      
        
          
            
              
                	
                        Date
      of Grant:

                      	 
      	
                        July 14, 2009

                      
	 
      	 
      	 
      
	
                        Vesting
      Commencement Date:

                      	 
      	
                        July 14, 2009

                      
	 
      	 
      	 
      
	
                        Purchase
      Price per share of

                      	 
      	 
      
	
                        Restricted
      Stock:

                      	 
      	
                        $0

                      
	 
      	 
      	 
      
	
                        Total
      Number of shares of

                      	 
      	 
      
	
                        Restricted
      Stock Granted:

                      	 
      	
                        294,737

                      
	 
      	 
      	 
      
	
                        Total
      Purchase Price:

                      	 
      	
                        $0

                      


              

            

          

        

      

      


      Vesting
Schedule:

      


      The
shares of Restricted Stock shall vest and no longer be subject to forfeiture in
accordance with the following schedule:

      


      The
Restricted Stock shall vest with respect to 1/3 of the total number of shares on
the first anniversary of the Vesting Commencement Date, and shall thereafter
vest with respect to 1/3 the total number of shares on each of the second and
third anniversaries of the Vesting Commencement Date.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THORIUM
POWER, LTD

      


      SECOND
AMENDED AND RESTATED 2006 STOCK PLAN

      


      RESTRICTED STOCK GRANT
AGREEMENT

       

      This RESTRICTED STOCK GRANT AGREEMENT
(“Agreement”),
dated as of the date specified in the Notice of Grant (which is expressly
incorporated herein and made a part hereof, the “Notice of
Grant”), is made by and between THORIUM POWER, LTD., a Nevada corporation
(the “Corporation”),
and JAMES GUERRA (the “Grantee,”
which term as used herein shall be deemed to include any successor to the
Grantee 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 Grantee, effective as of the date set forth above, of an award
of the number of shares of Restricted Stock as is 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.           Grant of
Restricted Stock.  The Corporation hereby grants to Grantee,
and Grantee hereby accepts the number of shares of Restricted Stock set forth in
the Notice of Grant.

       

      2.           Stockholder
Rights.  Until such time as all or any part of the Restricted
Stock is forfeited to the Corporation under this Agreement, if ever, Grantee (or
any successor in interest) shall have the rights of a stockholder (including
voting rights) with respect to the Restricted Stock that has been issued,
including the Restricted Stock that has been issued, but not yet vested,
subject, however, to the transfer restrictions of Section 3.

       

      3.           Vesting
of Restricted Stock.

       

      (a)           The
shares of Restricted Stock shall be restricted and subject to forfeiture
pursuant to Section 4 until vested pursuant to this Section 3 or Section
6(b).  The shares of Restricted Stock shall vest, and no longer be
subject to forfeiture, (such shares of Restricted Stock becoming “Vested
Shares”) in accordance with the vesting schedule set forth in the Notice
of Grant.  All shares of Restricted Stock which have not become Vested
Shares are hereinafter sometimes referred to as “Nonvested
Shares.”

       

      (b)           The
Grantee acknowledges that the vesting of the foregoing shares of Restricted
Stock may create significant income tax liability to the Grantee and has
reviewed and understands Section 8 of this Agreement.

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      (c)           Nonvested
Shares may not be sold, transferred, assigned, pledged, or otherwise disposed
of, directly or indirectly.

       

      4.           Forfeiture
of Shares.  Except as provided for accelerated vesting in the
Notice of Grant, at such time as Grantee employment or other relationship with
the Corporation ceases for any reason, including death or disability, then, in
such event, any Nonvested Shares shall be automatically forfeited to the
Corporation unless the Corporation otherwise notifies the Grantee. Upon notice
from the Corporation of such forfeiture, the Grantee shall immediately return to
the Corporation any stock certificate that evidences Nonvested Shares and shall
execute any and all such documents and instruments to allow the Corporation to
reacquire the forfeited shares.

       

      5.           Legend.  All
stock certificates evidencing the Nonvested Shares shall be imprinted with a
legend substantially as follows:

       

      “THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
AGAINST TRANSFER AND FORFEITURE, AS SET FORTH IN A RESTRICTED STOCK GRANT
AGREEMENT DATED JULY 14, 2009. TRANSFER OF THESE SHARES MAY BE MADE ONLY IN
COMPLIANCE WITH THE PROVISIONS OF SAID AGREEMENT, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF THE CORPORATION.”

      


      6.           Recapitalizations,
Exchanges, Mergers, Etc.

       

      (a)           The
provisions of this Agreement shall apply to the full extent set forth herein
with respect to any and all shares of capital stock of the Corporation or
successor of the Corporation which may be issued in respect of, in exchange for,
or in substitution for the Restricted Stock by reason of any stock dividend,
split, reverse split, combination, recapitalization, reclassification, merger,
consolidation or otherwise which does not terminate this
Agreement.  Except as otherwise provided herein, this Agreement is not
intended to confer upon any other person except the parties hereto any rights or
remedies hereunder.  In addition, without limiting the accelerated
vesting provision contained in the Notice of Grant, in the event of a business
combination, sale of all or substantially all of the Corporation’s assets,
recapitalization or similar event, the Board of Directors of the Corporation
shall have the right to make an equitable adjustment to the terms of this
Agreement and to provide for substitute property (including cash or other
securities) in lieu of, or in exchange for, the Restricted Stock granted
hereunder.

       

      (b)           Without
limiting the accelerated vesting provision contained in the Notice of Grant, any
adjustments made under this Section 6 will be made by the Board of Directors,
whose determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.  No fractional shares
will be issued on account of any such adjustments.

       

      7.           No
Employment Contract Created.  The issuance of the shares of
Restricted Stock shall not be construed as granting to Grantee any right with
respect to continuance of employment or any other business relationship by the
Corporation or any of its Subsidiaries.  The right of the Corporation
or any of its Subsidiaries to terminate at will Grantee's employment or
terminate a business relationship with the Grantee at any time (whether by
dismissal, discharge or otherwise), with or without cause, is specifically
reserved, subject to any other written employment or other agreement to which
the Corporation and Grantee may be a party.


      
        
           


        

        
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      8.           Section
83(b) Election.  Grantee understands that under Section 83 of
the Internal Revenue Code of 1986, as amended (the “Code”),
the excess of the fair market value of the shares of Restricted Stock on the
date any forfeiture restrictions applicable to such shares of Restricted Stock
lapse over the purchase price paid for such shares of Restricted Stock will be
reportable as ordinary income at that time.  Grantee understands,
however, that Grantee may elect to be taxed at the time the shares of Restricted
Stock are acquired hereunder, rather than when and as such shares of Restricted
Stock cease to be subject to such forfeiture restrictions, by filing an election
under Section 83(b) of the Code with the Internal Revenue Service within thirty
(30) days after the date of this Agreement. GRANTEE ACKNOWLEDGES THAT IT IS
GRANTEE'S SOLE RESPONSIBILITY, AND NOT THE CORPORATION'S, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE CORPORATION OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF.

       

      9.           Tax
Witholding.  The Corporation shall be entitled to withhold from
Grantee’s compensation any amounts necessary to satisfy applicable tax
withholding with respect to the grant and vesting of the shares of Restricted
Stock.

       

      10.           Interpretation.  The
shares of Restricted Stock are being issued pursuant to the terms of the Plan,
and shall in all respects be interpreted in accordance therewith.

       

      11.           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 Grantee, to the address (or
telecopy number) set forth on the Notice of Grant; and

      


      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 Grantee 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.


      
        
           


        

        
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      12.           Specific
Performance.  Grantee expressly agrees that the Corporation
will be irreparably damaged if the provisions of this Agreement are not
specifically enforced.  Upon a breach or threatened breach of the
terms, covenants and/or conditions of this Agreement by the Grantee, 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.

       

      13.           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.

       

      14.           Grantee
Undertaking.  The Grantee
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 Grantee pursuant to the express
provisions of this Agreement.

       

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

       

      16.           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.

       

      17.           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.

       

      18.           Entire
Agreement.  This Agreement
(including the Notice of Grant) and the Plan 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.

       

      19.           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.

       

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

      


      [signature
page follows]

      


      
        
          
          

        

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

       

      
        
          
            
              
                
                  	
                          THORIUM
      POWER, LTD.

                        
	 
      	 
      
	
                          By:

                        	
                           /s/ Seth Grae

                        
	 
      	
                          Name:
      Seth Grae

                        
	 
      	
                          Title:
      President and Chief Executive Officer

                        
	 
      	 
      
	
                          GRANTEE:

                        
	 
      	 
      
	
                            /s/ James
  Guerra

                        
	
                          Name:
      James
Guerra

                        


                

              

            

          

        

      

       

      
        
           


        

        
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