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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
consi
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