SECOND AMENDED AND RESTATED 2006 STOCK PLAN

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.

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.

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).

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)       &nbs