Exhibit
      10.1

    Stock
      Agreement

    


    THORIUM
      POWER, LTD

    


    NOTICE
      OF GRANT

     

    
      	Name:
              Erik Hallstrom	Address:	2815
              28th Street, NW
	 	 	Washington, DC
              20008


    

    


    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.

     

    
      
        	
                Date
                  of Grant:

              	
                April
                  12, 2007

              
	 	 
	
                Vesting
                  Commencement Date:

              	
                February
                  1, 2007

              
	 	 
	Purchase
                Price per share of Restricted
                Stock: 	
                $0

              
	 	 
	Total
                Number of shares of Restricted Stock
                Granted	
                1,000,000

              
	 	 
	
                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 1/36 of the total number of shares
      on the Vesting Commencement Date, and shall thereafter vest with respect to
      1/36
      the total number of shares on the first day of each month thereafter until
      all
      the remaining shares have vested. All of the Nonvested Shares (as defined
      herein) immediately and automatically vest in full
      upon (i)
      a Change of Control, (ii) termination of the Executive by the Company without
      Cause, or (iii) the cessation of the Executive’s employment with the Company for
      Good Reason (each as defined in the Employment Agreement). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THORIUM
      POWER, LTD

    


    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
      ERIK HALLSTROM (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 terms and conditions of that certain employment agreement between the
      Corporation and the Grantee dated February 1, 2007 (the “Employment
      Agreement”)
      the
      Corporation has 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.

     

    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 FEBRUARY 1, 2007. 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.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      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
        Employment Agreement, 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. 

      


      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.
        

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      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 this Agreement and the Employment 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 Employment Agreement,
        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]


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    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/ Erik
                Hallstrom
	 	
                

              
	 	
                
                  Name:
                    Erik Hallstrom

                

              


      

      

        
          
             

          

          
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