TERMINATION
AGREEMENT
TERMINATION AND
RELEASE AGREEMENT, dated as of January 5, 2007 (this
“Agreement”), between THORIUM POWER, LTD., a Nevada
corporation (the “Company”) and THOMAS GRAHAM, JR.
(“Optionee”).
BACKGROUND
The parties
desire to terminate that certain stock option agreement, dated June
14, 2001, between Thorium Power Inc., now a subsidiary of the
Company, and the Optionee, by which the Optionee was granted the
option to purchase 100,000 shares of common stock in Thorium Power
Inc. (the “Option Agreement”), Following the merger
between the Company and Thorium Power Inc., the options to purchase
the shares under Option Agreement were converted into options to
purchase 2,562,780 shares of common stock in the Company. The board
of directors of the Company by written consent, dated as of the
date of this Agreement, unanimously resolved to terminate the
Option Agreement as of the date hereof through this Agreement. The
board of directors also unanimously resolved to grant of 467,242
stock options to the Optionee under a separate agreement in the
form of Exhibit A hereto that is being entered into on or about the
date hereof.
NOW, THEREFORE,
in consideration of the mutual agreements set forth herein and for
such other good and valuable consideration the receipt and adequacy
of which is hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1.
Termination and
Release . The Option
Agreement is hereby terminated and of no further force and effect.
In consideration of the mutual promises herein contained and such
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, each party hereto hereby
