EXHIBIT 10.1

       AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT WITH JAMES B. NELSON



                                    AMENDMENT

                                       TO

                        RESTRICTED STOCK GRANT AGREEMENT


         This Amendment to Restricted Stock Grant Agreement (the "Amendment") is
made as of this 1st day of May 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 (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  on the later of (i) the  first day of the  fiscal  year  following  the
fiscal year during which the Shares vest or (ii) within five (5)  business  days
after the last day of the month during which the Shares vest."

         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/ Abe Emard
                        ------------------------------------------
                           Abe Emard, Director


GRANTEE:

                          /s/ James B. Nelson
                        ------------------------------------------
                           James B. Nelson






























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