Attached files

                                  EXHIBIT 10.1

    SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT WITH JAMES B. NELSON



                                SECOND AMENDMENT

                                       TO

                        RESTRICTED STOCK GRANT AGREEMENT


         This  Second   Amendment  to  Restricted  Stock  Grant  Agreement  (the
"Amendment") is made as of this 26th day of August 2014 by and between  Solar3D,
Inc., a Delaware corporation  ("Solar3D"),  and James B. Nelson ("Grantee") with
respect to the following facts:

                                    RECITALS

         A.       Solar3D and Grantee have entered into that certain  Restricted
                  Stock Grant  Agreement,  dated as of September  23,  2013,  as
                  amended on May 1, 2014 (collectively, the "Agreement").

         B.       Solar3D and  Grantee  believe it is in the best  interests  of
                  both  Solar3D and Grantee to amend the timing for  issuance of
                  vested Shares under the Agreement.

         C.       The  terms  used in this  Amendment  will  have  the  meanings
                  ascribed to them in the  Agreement  unless  otherwise  defined
                  herein.

         NOW,   THEREFORE,   for  one  dollar   and  other  good  and   valuable
consideration, THE PARTIES HERETO AGREE AS FOLLOWS:

         1.       AMENDMENT.
                  ---------

                  The last  sentence of Section 2.2 of the  Agreement  is hereby
amended and restated as follows:  "The monthly vested  Shares,  if any, shall be
issued to the Grantee  within five (5) business  days after the last day of each
month."

         2.       EFFECT OF AMENDMENT.
                  -------------------

         The  Agreement   will  remain  in  full  force  and  effect  except  as
specifically  modified by this Amendment.  In the event of any conflict  between
the Amendment and the Agreement, the terms of this Amendment will govern.

         3.       COUNTERPARTS.
                  ------------

         This  Amendment  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which  counterparts  will be deemed to be an original and
such counterparts will constitute but one and the same instrument.

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         IN WITNESS  WHEREOF,  this  Amendment  is executed as of the date first
above written.

SOLAR3D:                            SOLAR3D, INC.


                                    By:/s/ Emil Beitpolous
                                       ----------------------------------------
                                        Emil Beitpolous, Director


                                    By:/s/ Mark J. Richardson
                                       ----------------------------------------
                                        Mark J. Richardson, Director




GRANTEE:                               /s/ James B. Nelson
                                       ----------------------------------------
                                       James B. Nelson





















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