10QSB

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-QSB

x    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2002 or

o    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 0-17171

URANIUM RESOURCES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)

DELAWARE	75-2212772
(State of Incorporation)	(I.R.S. Employer Identification No.)

650 S. Edmonds Lane, Suite 108, Lewisville, Texas 75067
(Address of Principal Executive Offices)

(972) 219-3330
(Issuer’s Telephone Number, Including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yesx     Noo

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock	Number of Shares Outstanding
Common Stock, $0.001 par value	69,329,193 as of August 13, 2002

URANIUM RESOURCES, INC.
2002 SECOND QUARTERLY REPORT ON FORM 10-QSB

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets - June 30, 2002 (Unaudited) and December 31, 2001	3
		Consolidated Statements of Operations - Three and Six Months Ended June 30, 2002 and 2001 (Unaudited)	5
		Consolidated Statements of Cash Flows - Six Months Ended June 30, 2002 and 2001 (Unaudited)	6
		Notes to Consolidated Financial Statements - June 30, 2002 (Unaudited)	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operations	8
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	10
	Item 2.	Changes in Securities and Use of Proceeds	10
	Item 3.	Defaults Upon Senior Securities	10
	Item 4.	Submission of Matters to a Vote of Security Holders	10
	Item 5.	Other Information	10
	Item 6.	Exhibits and Reports on Form 8-K.	10
SIGNATURES			11
Index to Exhibits			E-1

2

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

	June 30,			December 31,
	2002			2001
	(Unaudited)
Current assets:
Cash and cash equivalents	$	366,466		$	549,043
Receivables, net		10,884			10,884
Materials and supplies inventory		67,922			67,163
Prepaid and other current assets		20,095			17,011
Total current assets		465,367			644,101
Property, plant and equipment, at cost:
Uranium properties		41,786,126			41,789,736
Other property, plant and equipment		253,956			280,631
Less-accumulated depreciation and depletion		(41,303,849	)		(41,362,860	)
Net property, plant and equipment		736,233			707,507
Long-term investment:
Certificate of deposit, restricted		1,397,515			1,423,377
Deferred offering costs		62,502			-
Other assets		4,299			4,299
	$	2,665,916		$	2,779,284

The accompanying notes to financial statements are an integral part of these consolidated statements.

3

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ DEFICIT

		June 30,			December 31,
		2002			2001
			(Unaudited)
Current liabilities:
Accounts payable		$	94,831		$	121,163
Notes payable			600,000			-
Current portion of restoration reserve			83,000			83,000
Other accrued liabilities			857,387			207,631
	Total current liabilities		1,635,218			411,794
Other long-term liabilities and deferred credits			5,217,853			5,605,287
Long-term debt, less current portion			585,000			585,000
Shareholders’ deficit:
	Common stock, $.001 par value, shares authorized:
	100,000,000; shares issued and outstanding (net of treasury shares): 2002 - 48,992,278 2001 - 48,992,278		49,145			49,145
	Paid-in capital		50,299,223			50,299,223
	Accumulated deficit		(55,111,105	)		(54,161,747	)
	Less: Treasury stock (152,500 shares), at cost		(9,418	)		(9,418	)
	Total shareholders’ deficit		(4,772,155	)		(3,822,797	)
		$	2,665,916		$	2,779,284

The accompanying notes to financial statements are an integral part of these consolidated statements.

4

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2002			2001			2002			2001
Revenues:
Uranium sales -	$	-		$	-		$	-		$	-
Total revenue		-			-			-			-
Costs and expenses:
Cost of uranium sales -
Operating expenses		156,140			5,781			171,869			22,368
Depreciation and depletion		8,923			9,635			16,114			20,403
Writedown of uranium properties and other              uranium assets		71,627			82,938			188,932			199,434
Total cost of uranium sales		236,690			98,354			376,915			242,205
Loss from operations before corporate expenses		(236,690	)		(98,354	)		(376,915	)		(242,205	)
Corporate expenses -
General and administrative		339,829			266,154			582,715			618,916
Depreciation		1,575			4,595			3,649			8,898
Total corporate expenses		341,404			270,749			586,364			627,814
Loss from operations		(578,094	)		(369,103	)		(963,279	)		(870,019	)
Other income (expense):
Interest expense, net of capitalized interest		(9,821	)		(29,136	)		(14,444	)		(36,195	)
Interest and other income, net		8,953			24,427			28,365			60,596
Net loss	$	(578,962	)	$	(373,812	)	$	(949,358	)	$	(845,618	)
Net loss per common share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average common shares and common
equivalent shares per share data
Basic		48,992,278			46,128,267			48,992,278			34,567,992
Diluted		48,992,278			46,128,267			48,992,278			34,567,992

The accompanying notes to financial statements are an integral part of these consolidated statements.

5

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended
	June 30,
		2002			2001
Cash flows from operations:
Net loss	$	(949,358	)	$	(845,618	)
Reconciliation of net loss to cash used in operations-
Depreciation and depletion		19,763			29,301
Writedown of uranium properties and other assets		188,932			199,434
Decrease in restoration and reclamation accrual		(559,976	)		(765,124	)
Other non-cash items, net		75,242			83,661
Cash flow used in operations, before changes in operating working capital items		(1,225,397	)		(1,298,346	)
Effect of changes in operating working capital items-
Decrease in receivables		-			9,998
(Increase) decrease in inventories		(759	)		1,829
Increase in prepaid and other current assets		(3,084	)		(1,915	)
Increase (decrease) in payables and accrued liabilities		719,424			(182,285	)
Net cash used in operations		(509,816	)		(1,470,719	)
Investing activities:
Decrease in investments		25,862			725,072
Additions to property, plant and equipment -
Kingsville Dome		(79,792	)		(44,196	)
Rosita		(34,734	)		(35,646	)
Vasquez		(92,978	)		(51,041	)
Churchrock		(7,077	)		(20,839	)
Crownpoint		(18,372	)		(39,304	)
Other property		(3,168	)		(8,355	)
Net cash provided by (used in) investing activities		(210,259	)		525,691
Financing activities:
Proceeds from borrowings		600,000			250,000
Payments of principal		-			(581	)
Deferred offering costs		(62,502	)		-
Issuance of common stock and warrants, net		-			1,834,998
Net cash provided by financing activities		537,498			2,084,417
Net increase (decrease) in cash and cash equivalents		(182,577	)		1,139,389
Cash and cash equivalents, beginning of period		549,043			212,523
Cash and cash equivalents, end of period	$	366,466		$	1,351,912

The accompanying notes to financial statements are an integral part of these consolidated statements.

6

Uranium Resources, Inc.
Notes to Consolidated Financial Statements
June 30, 2002 (Unaudited)

1.       BASIS OF PRESENTATION

          The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2001 Annual Report on Form 10-KSB. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2002 are not necessarily indicative of the results that may be expected for the full calendar year ending December 31, 2002.

2.       FUTURE OPERATIONS

          The financial statements of the Company have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Because uranium prices were depressed to a level below the cost of production, the Company ceased production activities in 1999 at both of its two producing properties. In 1999 and the first quarter of 2000 the Company monetized all of its remaining long-term uranium sales contracts and sold certain of its property and equipment to maintain a positive cash position. The market price of uranium continues to be below the Company’s cost to produce uranium and the price needed to obtain the necessary financing to allow development of new production areas at the Company’s South Texas sites. See “Plan of Operation” for a discussion of the Company’s cash requirements and its efforts to raise cash to remain in business.

          Should the Company be unable to achieve profitable operations or raise additional capital, it may be forced to seek protection under federal bankruptcy laws. The accompanying financial statements do not purport to reflect or provide for the consequences of a possible bankruptcy proceeding. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to liabilities, the amount that may be allowed for claims or contingencies, or the status and priority thereof; (c) as to stockholder accounts, the effect of any changes that may be made in the capitalization of the Company; and (d) as to operations, the effect of any changes that may be made in its business. These factors, raise substantial doubt concerning the ability of the Company to continue as a going concern.

3.       DEBT/SHAREHOLDERS’ EQUITY

Short Term Debt

          On May 29, 2002 the Company obtained a $600,000 loan by issuing demand notes to private investors. Principal on the notes was due upon demand by the noteholders, and interest was due and payable on the first day of every August, November, February and May at the rate of 11% per annum. Holders of the notes had the right, but not the obligation, to purchase Common Stock or other equity securities offered by the Company in any subsequent private placements by paying for such purchase by forgiving unpaid interest and/or principal due and unpaid on the notes at $0.12 per share. The $611,550 in principal and accrued interest under the demand notes was converted on July 30, 2002 into 5,096,248 shares of common stock of the Company.

Equity Infusion

          In July 2002, the Company raised an additional $2,440,430 of equity by the issuance of 20,336,915 shares of Common Stock at $0.12 per share pursuant to a registered common stock offering. Included in the issuance was the conversion of $611,550 in principal and accrued interest for demand notes that were issued on May 29,2002.

7

ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward Looking Statements

          This Item 2 contains “forward-looking statements”. These statements include, without limitation, statements relating to liquidity, financing of operations, continued volatility of uranium prices, estimates of future capital expenditures, proved undeveloped reserves and other such matters. The words “believes,” “expects,” “projects,” “targets,” or “estimates” and similar expressions identify forward-looking statements. The Company does not undertake to update, revise or correct any of the forward-looking information. Readers are cautioned that such forward-looking statements should be read in conjunction with the Company’s disclosures under the heading: “Cautionary Statements” in the Company’s 2001 Annual Report on Form 10-KSB.

Plan of Operation-

          Since mid 1999 the market price of uranium has been and continues to be below our cost to produce uranium. We expect this condition to continue at least through the end of 2002. In response to these market conditions, since mid 1999 we have shut-in our producing properties. Since the first quarter of 2000 we have had no source of revenue and have had to rely on equity infusions to remain in business.

          In August 2000 and April 2001 we completed two private placements of common stock and raised an aggregate of $2,835,000 through the issuance of 33,562,500 shares of common stock and warrants expiring in August 2005 to purchase an additional 5,625,000 shares of Common Stock. The funds were used to fund our non-restoration overhead costs.

          In July 2002, we raised an additional $2,429,000 of equity by the issuance of 20,336,915 shares of Common Stock at $0.12 per share pursuant to a registered common stock offering. Included in the issuance was the conversion of $611,550 in principal and accrued interest for demand notes that were issued on May 29, 2002.

          From July, 2000 to April, 2002, our restoration costs were funded pursuant to agreements with the State of Texas and our bonding company that gave us access to cash collateral we had posted to secure obligations under restoration bonds issued by our bonding company. Pursuant to these agreements, we used approximately $1.97 million of such cash collateral. These arrangements terminated at the end of April 2002. In May 2002 we entered into another restoration agreement with these entities for the period of May 2002 to November 2002. Pursuant to this agreement, we will have access to up to approximately $250,600 of such cash collateral. After November 30, 2002, we no longer have access to the cash collateral to fund our restoration expenses.

          At June 30, 2002 we had cash of $366,000. Our monthly cash expenses are approximately $200,000. With the additional capital raised in July 2002 we expect to have sufficient capital to remain in business until mid-2003.

          We will require additional capital resources to fund the development of our undeveloped properties. There is no assurance the Company will be successful in raising such capital or that uranium prices will recover to levels which would enable the Company to operate profitably.

Critical Accounting Policies

          Our significant accounting policies are described in Note 1 to the consolidated financial statements included in the Company’s 2001 Annual Report on Form 10-KSB. We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

          Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

          Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites. The actual cost to conduct these activities may vary significantly from the estimates.

8

          Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

9

PART II - OTHER INFORMATION

ITEM 1.		LEGAL PROCEEDINGS
	None
ITEM 2.		CHANGES IN SECURITIES AND USE OF PROCEEDS.
	None
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES.
	None
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
	None
ITEM 5.  OTHER INFORMATION.
	None
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
	(a)	Exhibits
		See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.
	(b)	Reports on Form 8-K
		None

10

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URANIUM RESOURCES, INC.
Dated: August 13, 2002	By:    /S/    Paul K. Willmott
		Paul K. Willmott
		Director, President and
		Chief Executive Officer
Dated: August 13, 2002	By:    /S/    Thomas H. Ehrlich
		Thomas H. Ehrlich
		Vice President - Finance and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

11

		EXHIBIT INDEX
Exhibit
Number		Description
	3.1*	Restated Certificate of Incorporation of the Company, as amended (filed with the Company’s Annual Report on Form 10-K dated March 27, 1997).
	3.1.1*	Certificate Amendment to the Certificate of Incorporation dated June 22, 1999 (filed with the Company’s Quarterly Report on Form 10-Q dated August 16, 1999, SEC File Number 000-17171).
	3.1.2*	Certificate Amendment to the Certificate of Incorporation dated March 23, 2001 (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
	3.2*	Restated Bylaws of the Company (filed with the Company’s Form S-3 Registration No. 333-17875 on December 16, 1996).
	4.1*	Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
	10.1*	Amended and Restated Directors Stock Option Plan (filed with the Company’s Form S-8 Registration No. 333-00349 on January 22, 1996).
	10.2*	Amended and Restated Employee’s Stock Option Plan (filed with the Company’s Form S-8 Registration No. 333-00403 on January 24, 1996).
	10.3*	Amended and restated 1995 Stock Incentive Plan (filed with the Company’s Form SB-2 Registration No. 333-73014 on November 8, 2001).
	10.4*	Non-Qualified Stock Option Agreement dated June 19, 2000 between the Company and Leland O. Erdahl (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
	10.5*	Non-Qualified Stock Option Agreement dated June 19, 2000 between the Company and George R. Ireland (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
	10.6*	Non-Qualified Stock Option Agreement dated June 19, 2000 between the Company and Rudolf J. Mueller (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
	10.7*	Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the Company’s Form S-1 Registration Statement (File No. 33-32754) as filed with the Securities and Exchange Commission on February 20, 1990).
	10.9*	License to Explore and Option to Purchase dated March 25, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company’s Annual Report on Form 10-K dated June 30, 1997, SEC File Number 000-17171).

^* Not filed herewith. Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange.

E-1

10.12*	Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.13*	Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.14*	Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.15*	Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.16*	Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).
10.18*	Kingsville Dome and Rosita Mines Agreement dated October 11, 2000 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.19*	Second Kingsville Dome and Rosita Mines Agreement dated January 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company (filed with the Company’s Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171).
10.20*	Agreed Order dated March 8, 2002 between the Texas Department of Health and URI, Inc. (filed with the Company’s Annual Report on Form 10-K dated March 29, 2002, SEC File Number 000-17171)
10.21	Third Kingsville Dome and Rosita Mines Agreement dated May 1, 2002 between the Company, the Texas Natural Resources Conservation Commission, the Texas Department of Health and the United States Fidelity & Guaranty Company.
16*	Letter on change in certifying accountant (filed with the Company’s Form 8-K dated February 21, 2001, SEC File Number 000-17171).
21*	List of subsidiaries (filed with the Company’s Registration Statement on Form SB-2 Registration No. 333-73014 on November 8, 2001).

^* Not filed herewith. Incorporated by reference pursuant to Rule 12b-32 under the Securities and Exchange.

E-2

EX-10.21

Exhibit 10.21

Third Kingsville Dome and Rosita Mines Agreement

This Agreement is entered into by the Texas Natural Resource Conservation Commission (“TNRCC”), the Texas Department of Health (“TDH”), URI, Inc. (“URI”), and the United States Fidelity & Guaranty Company (“USF&G”) for the period from May 1, 2002 to November 30, 2002.

Recitals

A. URI is the owner and operator of the Kingsville Dome and Rosita Mines located in Kleberg and Duval Counties, Texas, respectively.

B. The following are the outstanding Bonds issued by USF&G on behalf of the Kingsville Dome and Rosita Mines to provide assurance that funds will be available when needed for groundwater restoration, decommissioning, and, if applicable, for the long term care of the facility. By this Agreement, the Agencies agree that they cannot enforce in excess of the amounts set forth below against USF&G:

On June 23, 2000, USF&G issued to TDH on behalf of the Kingsville Dome Mine the Surety Bond Rider to Performance Guarantee Bond (Bond No. 41-0130-40028-96-6) that has been in effect since December 2. 1996, in the penal sum of One Million Seven Hundred Forty One Thousand Five Hundred Forty Two Dollars ($1,741,542.00). The agencies acknowledge their continued obligations under the Second Kingsville Dome and Rosita Mines Agreement with respect to the reduction of outstanding bond amounts, if any.

On June 23, 2000, USF&G issued to TDH on behalf of the Rosita Mine the Surety Bond Rider to Performance Guarantee Bond (Bond No. 41-0130-40040-96-6) that has been in effect since November 26, 1996, in the penal sum of One Million Nine Hundred Nine Thousand Six Hundred Forty Three Dollars ($1,909,643.00). The agencies acknowledge their continued obligations under the Second Kingsville Dome and Rosita Mines Agreement with respect to the reduction of outstanding bond amounts, if any.

C. URI, to induce USF&G, as Surety, to execute the Bonds on behalf of URI, executed and delivered a Master Surety Agreement for the benefit of Surety, dated November 25, 1996, pursuant to which URI, agreed to exonerate, hold harmless, indemnify and keep indemnified USF&G from and against any and all demands, claims, liabilities, losses and expenses of whatsoever kind or nature (including but not limited to, interest, court costs and counsel fees) imposed upon, sustained, or incurred by USF&G by reason of: (1) USF&G having executed, provided or procured Bonds in behalf of URI, Inc., or (2) URI, Inc.’s failure to perform or comply with any of the provisions of the Master Surety Agreement. By this document, URI, Inc. reaffirms its indemnity obligations under the Master Surety Agreement.

D. This Agreement is entered by USF&G and the Agencies at the request of URI, which has acknowledged that it is financially unable to meet its obligations to continue groundwater restoration of the Kingsville Dome and Rosita Mines without this Agreement. This Agreement does not replace or supersede any licenses, permits, or regulatory requirements already in place. It is not intended that the terms of this Agreement affect or change the responsibilities of TDH and TNRCC as set forth in the Memorandum of Understanding between the agencies found at 25 TAC Sec. 289.101(f).

E. USF&G may have certain defenses to claims made under the Bonds, and it expressly reserves any and all defenses it may have or hereinafter acquire.

F. The purpose of this Agreement is, variously, to (1) protect the public health and environment by facilitating the implementation and continuation of groundwater restoration of the Mines; (2) provide a mechanism for USF&G to receive an equivalent reduction in the penal sum of its liability under the Bonds in consideration of USF&G’s funding of groundwater restoration costs of the Mines.

Now, therefore, the parties agree as follows:

1. Incorporation. The above Recitals are hereby incorporated into this Agreement.

E-3

2. Definitions. The following terms shall have the meanings defined below:

2.1 “Agencies” means collectively TNRCC and TDH.

2.2 “Bonds” means the Bonds described in Recital B.

2.3 “Restoration Costs” means any reasonable costs directly associated with or necessary for groundwater restoration activities at the Mines. Costs that would not be allowed for bond reduction include, but are not limited to: salaries of personnel for time not directly relating to groundwater restoration at the Kingsville Dome and Rosita mines; travel to or activities regarding other URI sites; general and administrative costs; bond premiums, property taxes, byproduct disposal costs, license fees, insurance and other holding costs; legal costs; costs of contesting TNRCC or TDH actions; and/or costs for the resumption of production operations.

2.4 “Effective Date” means the date on which this Agreement has been executed by all of the parties.

2.5 “Mines” means the Kingsville Dome Mine and the Rosita Mine.

2.6 “Surety” means United States Fidelity & Guaranty Company.

2.7 “TDH” means the Texas Department of Health.

2.8 “TNRCC” means the Texas Natural Resource Conservation Commission.

2.9 “URI” means URI, Inc.

2.10 “USF&G” means the United States Fidelity & Guaranty Company.

3. Funding of Operations. USF&G agrees, subject to the provisions contained herein, to fund reasonable restoration costs at the Kingsville Dome Mine and Rosita Mine as enumerated in Appendix A, attached to and by this reference incorporated in this Agreement. In no case will funding by USF&G exceed $1.25 per thousand gallons of restoration water processed through reverse osmosis filtration equipment and in no case will funding by USF&G exceed the USF&G monthly reimbursement amounts found in Appendix A. The remainder of restoration expenses shall be borne by funds provided by URI’s investor group that are specifically designated for restoration as enumerated in Appendix A. In the event URI is able to secure funds outside of USF&G, other than funds provided by URI’s investor group that are specifically designated for general and administrative costs and/or for the resumption of production operations, URI will notify the TDH and TNRCC for a determination if these funds should be used to substitute or supplement funding by USF&G. If the TDH and TNRCC determine that these funds should be used to substitute or supplement funding by USF&G and URI does not do so, TDH and TNRCC may terminate this Agreement and USF&G will not provide further funds to URI thereafter.

4. Period of Funding/Term of Agreement. This Agreement shall remain in force and effect from its effective date until November 30, 2002. In the event URI fails to meet the Performance Criteria set forth in Appendix B for a specific month and such Performance Criteria are not waived by the Agencies, the Agencies may terminate the Agreement with 10 days notice to URI. If the Agencies terminate the Agreement they shall notify USF&G of such action. This notification shall occur within 24 hours upon termination of the Agreement, and will be effective upon receipt by USF&G.

5. Force Majeure. URI shall not be deemed as failing to meet the Performance Criteria for a specific month due to any Act of God, war, strike, riot, electrical outage, accident, fire, explosion, flood, blockade, or other catastrophe hereafter “force majeure,” beyond URI’s reasonable-control. In the event of such force majeure, URI shall notify the Agencies of the event within 24 hours. Should such force majeure prevent or reduce groundwater restoration activities for the subsequent month, then the Agencies may terminate the Agreement with 10 days notice to URI.

6. Record Keeping. URI shall include a summary of reverse osmosis unit operating data including the amount of gallons processed during a month in the monthly performance reports to the Agencies. URI will

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maintain complete records of reasonable expenditures made during the term of this Agreement and will make those records available upon request from the Agencies for auditing purposes.

URI shall maintain and make available to the Agencies upon request, records of its groundwater restoration activities at the Mines. These records shall include: 1) accurate and legible maps of well fields and well locations; and 2) accurate and up to date well completion and maintenance information.

7. Progress Reports, Bond Reduction and Future Payments to URI, Inc. On June 14, 2002 and each month thereafter as set forth in Appendix C, TDH will provide USF&G with a written bond reduction notice (“bond reduction notice”) in the format attached hereto as Appendix D. It is agreed by TDH that it will issue the bond notice reduction within 10 working days following the end of the month contingent upon receiving USF&G’s certification of monthly advances to URI. The failure to do so shall constitute a material breach of this Agreement for which USF&G would thereafter have no further obligation to provide any further funding pursuant to this Agreement.

The bond reduction notice will reduce the penal amount of the bonds on a dollar for dollar basis for restoration costs paid during the previous period. Penal sum reductions will be allocated to the appropriate bonds for the appropriate projects. Under no circumstance will the bond reduction for a preceding particular month exceed the USF&G monthly reimbursement amounts found in Appendix A.

URI shall provide a monthly groundwater restoration progress report in accordance with Appendix B, to the Agencies for each month no later than the 10th working day of the following month. The TDH shall notify URI and USF&G of the appropriate monthly bond adjustment. Failure to perform on the part of URI shall mean the failure to meet the Performance Criteria in Appendix B. If the Agencies, with good cause, disapprove URI’s performance, the TDH may adjust the next month’s bond reduction amount. At the conclusion of the last month or at termination of the Agreement under section 4, the Agencies shall not reduce the bond amount until they have completed the performance and financial reviews of the last month’s data. Under no circumstances will the Agencies reduce the bond amounts in excess of $1.25 per 1000 gallons of groundwater at each mine actually processed through the reverse osmosis filtration equipment or in excess of the USF&G monthly reimbursement amounts found in Appendix A.

8. Reconciliation of Expenses. Upon receipt of a monthly performance or progress report, the Agencies may review all costs and expenditures. The Agencies may require additional information from URI regarding expenses. No expenses in excess of $1.25 per thousand gallons of restoration groundwater processed through reverse osmosis filtration equipment, up to the maximum amount enumerated in the USF&G monthly reimbursement amounts found in Appendix A, will be reimbursed under this Agreement.

9. Periodic Reporting by USF&G. Contemporaneously with funding, USF&G will provide to TNRCC and TDH a certification of monthly advances under this Agreement to URI by the end of each month.

10. Surety Not an Owner or Operator. USF&G shall not be an “owner” or “operator” of the Mines by virtue of execution and delivery of and performance of its obligations under this Agreement. The parties’ execution and delivery of this Agreement is not intended to make USF&G an “owner” or “operator.” USF&G’s role as Surety will not in any way make it responsible for any operation of the Mines, nor will it own any part of the Mines.

11. Agencies not an Owner or Operator. TNRCC or TDH shall not be an “owner” or “operator” of the Mines by virtue of execution and delivery of and performance of their obligations under this Agreement. The parties’ execution and delivery of this Agreement is not intended to make TNRCC or TDH an “owner” or “operator.” TNRCC’s or TDH’s role in approving bond reductions will not in any way make it responsible for any operation of the Mines, nor will it own any part of the Mines.

12. Reservation of Defenses. USF&G’s execution, delivery and performance under this Agreement shall not constitute, nor be deemed to constitute, an admission of liability or a waiver of any claims or defenses which USF&G may assert or have against URI, Inc., any indemnitors, or against claims made against USF&G under the Bond. The Agencies’ execution, delivery or performance under this Agreement shall not constitute, nor be deemed to constitute, an admission of liability or waiver of any claims or defenses which the Agencies may assert or have against URI, Inc. relative to the Kingsville Dome and/or Rosita Mines, or USF&G.

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13. Bankruptcy of URI.

13.1 It is the express desire, intent, and agreement of the parties (TNRCC/TDH, URI and USF&G) that in the event URI shall become a Debtor in a bankruptcy proceeding (by virtue of either the commencement of a voluntary or an involuntary petition) the rights of TNRCC/TDH and USF&G shall remain as unaffected as possible with respect to their mutual obligations under these Bonds. Accordingly, as a material element of this Agreement, the parties expressly agree and covenant as follows:

13.2. URI will enter into a Stipulation satisfactory to TNRCC/TDH and USF&G setting forth sufficient facts to demonstrate its acknowledgment that the parties would not have entered into this Agreement absent such stipulation. The Stipulation shall further recite that, should URI become a Debtor in a Chapter 11 bankruptcy proceeding, it shall elect at the earliest of (1) sixty (60) days from the Petition date or (2) thirty (30) days from the entry of the Order for Relief in the instance where an involuntary petition is commenced to assume or reject this Agreement as an executory contract.

13.3. URI and USF&G further agree that they shall take no action directly or indirectly to prevent the Bankruptcy Court from ordering URI to make such an accelerated election regarding assumption or rejection of this Agreement in accordance with the time frame set forth above in paragraph 13.2.

13.4. In the event URI elects to assume this executory contract, URI shall cure any pending defaults within 30 days of the date it makes said election to assume (irrespective of the date of the entry of the Order approving assumption). In the event the Bonds are called, USF&G shall be entitled to a full credit against the face amount of the Bonds for any partial payments distributed previously to URI in accordance with this Agreement.

13.5. In the event URI elects to reject this executory contract, the parties agree that each will have whatever rights and obligations they have under this Agreement, the Bonds, and applicable law.

13.6. All parties further acknowledge that the obligation of USF&G under these Bonds constitutes an independent obligation of USF&G as a surety in favor of TNRCC/TDH. URI further covenants that in its legal opinion, should URI become a debtor in a bankruptcy proceeding, that these Bonds constitute independent obligations of USF&G and would not constitute assets of URI’s bankruptcy estate. URI further covenants that it shall take no action either directly or indirectly to controvert any position taken in the Bankruptcy Court by TNRCC/TDH that these Bonds are not property of URI’s bankruptcy estate.

13.7. URI and USF&G acknowledge that there have been extensive confidential settlement communications, privileged under Federal Rule of Evidence 408, leading up to the execution of this Agreement. URI, USF&G, and TNRCC/TDH further covenant that they shall never seek to introduce evidence of any prior negotiations that led up to this Agreement (by way of example but not by limitation, introduction of previous drafts of this settlement Agreement as parole evidence).

13.8 In the event of the bankruptcy of URI, the parties to this Agreement stipulate that the groundwater restoration equipment located at the Kingsville Dome and Rosita mines may continue to be used for groundwater restoration activities until the groundwater restoration is completed.

14. Notices.  Any notices required or authorized to be given by this Agreement shall be in written form. Any notices required or authorized to be given by this Agreement must be sent by: (a) registered or certified delivery mail, postage prepaid and return receipt requested, addressed to the proper party at the following address or such address as the party shall have designated to the other parties in accordance with this Section; or (b) personal delivery. Mailed notice shall be effective on the third (3rd) day following the date of mailing. Personal delivery shall be effective on the date of receipt. Notices shall be mailed to the following:

Mr. Jeffrey A. Saitas
Executive Director
Texas Natural Resource Conservation Commission
PO Box 13087
Austin, TX 78711-3087

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	Mr. Richard Ratliff, P.E.
	Texas Department of Health
	Chief Bureau of Radiation Control
	1100 West 49th Street
	Austin, TX 78756
	United States Fidelity & Guaranty Company
	c/o St. Paul Surety-Claim (MC41)
	Matthew L. Silverstein, Esquire
	5801 Smith Avenue
	Baltimore, MD 21209
	Mark S. Pelizza
	URI, Inc.
	650 S. Edmonds Lane
	Suite 108
	Lewisville, Texas 75067
	Alfred C. Chidester-Corporate Counsel
	c/o Baker & Hostetler
	303 E. 17th Ave., Ste. 1100
	Denver, Colorado 80203-1264
and copy to:
	R. Kinnan Golemon
	Brown McCarroll, L.L.P.
	111 Congress Ave., Ste. 1400
	Austin, Texas 78701-4043

15. Binding Effect of Obligations.  This Agreement shall be binding upon and inure to the benefit of the respective parties and their successors and assigns.

16. Whole Agreement.  There are no terms or conditions of this Agreement, express or implied, other than expressly stated in this Agreement. This Agreement may be amended or modified only by an instrument in writing, signed by the parties with the same formality as this Agreement. This Agreement shall not be construed or interpreted to be for the benefit of any third party, and no third party shall have the right to enforce this Agreement without the consent of all of the parties.

17. Multiple Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute the same Agreement. Delivery of an executed copy of this Agreement via facsimile or other electronic transmission shall be deemed effective delivery.

18. Severability.  If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law of the United States or the State of Texas, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.

19. Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by the laws of the United States and the State of Texas to the extent that such laws do not conflict with the laws of the United States. Nothing in this Agreement shall relieve URI of its obligations under the rules and regulations of TNRCC or TDH or from the requirements of TNRCC Permits UR02827, WDW 248, UR02880, WDW 250, or TDH License L03653.

20. Dates.  Any date that falls on a weekend or a State of Texas holiday shall mean the next regular State of Texas business day following that date.

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The parties have executed this Agreement effective as of May 1, 2002.

Jeffrey A. Saitas, P.E., Executive Director Texas Natural Resource Conservation Commission	Richard Ratliff, P.E., Chief Bureau of Radiation Control Texas Department of Health
Paul K. Willmott, President and Chief Executive Officer, URI, Inc.	Matthew L. Silverstein, Surety Attorney United States Fidelity and Guaranty

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