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 September 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
(State of Incorporation)
75-2212772
(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.

Yes x No o

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
Common Stock, $0.001 par value
Number of Shares Outstanding
69,329,193 as of November 13, 2002

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

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets - September 30, 2002 (Unaudited) and December 31, 2001	3
		Consolidated Statements of Operations - Three and Nine months Ended September 30, 2002 and 2001 (Unaudited)	5
		Consolidated Statements of Cash Flows - Nine months Ended September 30, 2002 and 2001 (Unaudited)	6
		Notes to Consolidated Financial Statements - September 30, 2002 (Unaudited)	7
	Item 2.	Management’s Discussion and Analysis or Plan of Operation	9
	Item 3.	Controls and Procedures	10
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	11
	Item 2.	Changes in Securities and Use of Proceeds	11
	Item 3.	Defaults Upon Senior Securities	11
	Item 4.	Submission of Matters to a Vote of Security Holders	11
	Item 5.	Other Information	11
	Item 6.	Exhibits and Reports on Form 8-K	11

SIGNATURES	12
INDEX TO EXHIBITS	E-1

2

URANIUM RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

	September 30, 2002			December 31, 2001
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,487,999		$	549,043
Receivables, net		10,884			10,884
Materials and supplies inventory		68,072			67,163
Prepaid and other current assets		15,420			17,011
Total current assets		1,582,375			644,101
Property, plant and equipment, at cost:
Uranium properties		41,788,721			41,789,736
Other property, plant and equipment		253,956			280,631
Less-accumulated depreciation and depletion		(41,316,950	)		(41,362,860	)
Net property, plant and equipment		725,727			707,507
Long-term investment:
Certificate of deposit, restricted		1,397,515			1,423,377
Other assets		4,299			4,299
	$	3,709,916		$	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

	September 30, 2002			December 31, 2001
	(Unaudited)
Current liabilities:
Accounts payable	$	87,950		$	121,163
Current portion of restoration reserve		83,000			83,000
Other accrued liabilities		917,467			207,631
Total current liabilities		1,088,417			411,794
Other long-term liabilities and deferred credits		5,784,203			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 -          69,329,193 2001 - 48,992,278		69,482			49,145
Paid-in capital		52,642,982			50,299,223
Accumulated deficit		(56,450,750	)		(54,161,747	)
Less: Treasury stock (152,500 shares), at cost		(9,418	)		(9,418	)
Total shareholders’ deficit		(3,747,704	)		(3,822,797	)
	$	3,709,916		$	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 September 30,						Nine Months Ended September 30,
	2002			2001			2002			2001
Revenues:
Uranium sales -	$	—		$	—		$	—		$	—
Total revenue		—			—			—			—
Costs and expenses:
Cost of uranium sales -
Operating expenses		332,631			19,746			504,500			42,114
Provision for restoration and reclamation          costs		518,103			—			518,103			—
Depreciation and depletion		11,462			8,393			27,576			28,796
Writedown of uranium properties and other          uranium assets		178,838			158,296			367,770			357,730
Total cost of uranium sales		1,041,034			186,435			1,417,949			428,640
Loss from operations before corporate        expenses		(1,041,034	)		(186,435	)		(1,417,949	)		(428,640	)
Corporate expenses -
General and administrative		294,272			281,917			876,987			900,833
Depreciation		1,639			2,916			5,288			11,814
Total corporate expenses		295,911			284,833			882,275			912,647
Loss from operations		(1,336,945	)		(471,268	)		(2,300,224	)		(1,341,287	)
Other income (expense):
Interest expense, net of capitalized interest		(13,581	)		(2,064	)		(28,025	)		(38,259	)
Interest and other income, net		10,881			22,628			39,246			83,224
Net loss	$	(1,339,645	)	$	(450,704	)	$	(2,289,003	)	$	(1,296,322	)
Net loss per common share:
Basic	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Diluted	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Weighted average common shares and common     equivalent shares
Basic		63,139,697			48,992,278			53,759,906			39,428,923
Diluted		63,139,697			48,992,278			53,759,906			39,428,923

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

5

URANIUM RESOURCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,
	2002			2001
Cash flows from operations:
Net loss	$	(2,289,003	)	$	(1,296,322	)
Reconciliation of net loss to cash used in operations-
Provision for restoration and reclamation costs		518,103			—
Depreciation and depletion		32,864			40,610
Writedown of uranium properties and other assets		367,770			357,730
Decrease in restoration and reclamation accrual		(559,976	)		(1,174,502	)
Other non-cash items, net		102,489			119,931
Cash flow used in operations, before changes in operating working capital items		(1,827,753	)		(1,952,553	)
Effect of changes in operating working capital items-
Decrease in receivables		—			9,999
(Increase) decrease in inventories		(909	)		1,823
Increase (decrease) in prepaid and other current assets		1,591			(959	)
Increase in payables and accrued liabilities		805,173			217,603
Net cash used in operations		(1,021,898	)		(1,724,087	)
Investing activities:
Decrease in investments		25,862			1,065,435
Additions to property, plant and equipment -
Kingsville Dome		(126,962	)		(92,769	)
Rosita		(44,989	)		(45,744	)
Vasquez		(136,556	)		(65,141	)
Churchrock		(17,098	)		(33,353	)
Crownpoint		(77,681	)		(100,711	)
Other property		(14,268	)		(20,153	)
Net cash provided by (used in) investing activities		(391,692	)		707,564
Financing activities:
Proceeds from borrowings		600,000			250,000
Payments of principal		—			(581	)
Issuance of common stock and warrants, net		1,752,546			1,834,998
Net cash provided by financing activities		2,352,546			2,084,417
Net increase in cash and cash equivalents		938,956			1,067,894
Cash and cash equivalents, beginning of period		549,043			212,523
Cash and cash equivalents, end of period	$	1,487,999		$	1,280,417

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

6

Uranium Resources, Inc.
Notes to Consolidated Financial Statements
September 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 nine months ended September 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 of depressed uranium prices the Company ceased production activities in 1999 at both of its producing properties. Uranium prices continue to be depressed and these properties remain non-producing.

         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 Company expects to resume production activities, including seeking the necessary development financing, when there is a recovery in the market price of uranium. 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.

7

Equity Infusion

In July 2002, the Company raised an additional $2,429,000 of equity ($2,364,000 net of the costs of the offering) 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.

4.      PROVISION FOR RESTORATIONAND RECLAMATION COSTS

         In 2001and 2002, the restoration activities conducted at the Kingsville Dome and Rosita mines provided significant information which was used to update the comprehensive restoration plans at each location. As a result, revised engineering studies were completed which determined that adjustments to the restoration cost accrual was required. An increase of such accrual of $518,000 was recorded in the third quarter of 2002 to reflect the change in future estimated restoration costs to be incurred at the locations.

8

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

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

         Because of depressed uranium prices in 1999, we shut-in our two producing properties with plans to resume production when market prices recovered. Because the present market price of uranium continues to be depressed our properties remain shut-in. We expect his condition to continue through at least the end of 2002. When uranium prices recover, we expect to begin production activities at our South Texas sites, including securing the necessary development financing. 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 ($2,364,000 net of the costs of the offering) 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 will no longer have access to the cash collateral to fund our restoration expenses.

         At September 30, 2002 we had cash of $1,488,000, primarily from the equity raised in July 2002. 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 we deem appropriate for us to resume uranium production.

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.

9

         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.

         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.

ITEM 3. CONTROLS AND PROCEDURES

         Within 90 days before filing this report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Our disclosure controls and procedures were designed to ensure that we record, process, summarize and report in a timely manner the information we must disclose in reports that we file with or submit to the Securities and Exchange Commission. Our disclosure controls and procedures include our internal accounting controls. Based on our evaluation, our disclosure controls and procedures were effective.

         There were no significant changes in our internal controls or any other factors that could significantly affect these controls subsequent to the date of our evaluation.

10

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

                As previously disclosed in our Form 10-KSB for the year ended December 31, 2001, we commenced an action on December 4, 2001, in the 229th Judicial District Court in Duval County, Texas against the lessors for the Vasquez property to declare that our leases remain in full force and effect. A trial date of March 3, 2003 has been set by the court for this case. While we believe that our leases remain in full force and effect, we are unable to predict the outcome of this case.

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

The Company filed a Current Report on Form 8-K on July 31, 2002 disclosing the completion of a private placement of 19,110,915 shares of Common Stock of the Company at $0.12 per share. The Company received $1.7 million in cash and converted $611,550 in outstanding notes and accrued interest. The Company also registered the resale of 43,354,839 million shares of Common Stock by selling shareholders.

11

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: November 13, 2002	By:	/s/ PAUL K. WILLMOTT
		Paul K. Willmott Director, President and Chief Executive Officer

Dated: November 13, 2002	By:	/s/ THOMAS H. EHRLICH
		Thomas H. Ehrlich Vice President - Finance and Chief Financial Officer (Principal Financial and Accounting Officer)

12

Annual and Quarterly Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Paul K. Willmott, certify that:

1.       I have reviewed this quarterly report on Form 10-QSBof Uranium Resources, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.       The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant and we have:

         (a)      designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterlyreport is being prepared;

         (b)      evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

         (c)      presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.       The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

         (a)      all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.       The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002		/s/ PAUL K. WILLMOTT
	Title:	Director, President and Chief Executive Officer

13

Annual and Quarterly Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas H. Ehrlich, certify that:

1.       I have reviewed this quarterly report on Form 10-QSBof Uranium Resources, Inc.;

2.       Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in this quarterlyreport, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.       The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14 for the registrant and we have:

         (a)      designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterlyreport is being prepared;

         (b)      evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

         (c)      presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.       The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

         (a)      all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

         (b)      any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.       The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002		/s/ THOMAS H. EHRLICH
	Title:	Vice President - Finance and Chief Financial Officer

14

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, SEC File Number 000-17171).
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, 2001 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, 2001 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, 2001 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).

______________

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

E-1

Exhibit Number	Description
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 March 31, 1997, SEC File Number 000-17171).
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 March 310, 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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 (filed with the Company’s Quarterly Report on Form 10-QSB dated August 31, 2002, SEC File Number 000-17171).
10.22	Uranium Resources, Inc. Deferred Compensation Plan for 2002
10.23	Uranium Resources, Inc. Deferred Compensation Plan for 2003

______________

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

E-2

EX-10.22

Exhibit 10.22

URANIUM RESOURCES, INC.
DEFERRED COMPENSATION PLAN FOR 2002

ARTICLE I
INTRODUCTION

1.1      This Deferred Compensation Plan for 2002 (the “Plan”) provides selected executive employees and directors of Uranium Resources, Inc. and its wholly owned subsidiaries an opportunity to defer a portion of their compensation during 2002.

This document constitutes the entire Plan. Any and all prior or contemporaneous oral or written communications hereby are superseded and abolished.

ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS

2.1	“Code” means the Internal Revenue Code of 1986, as amended and then in effect.
2.2	“Committee” means the Plan Committee described in Article VII hereof.
2.3	“Common Stock” means the shares of the Corporation’s common stock, $.001 par value per share.
2.4	“Compensation” means those amounts otherwise payable in cash or by check or electronic deposit by the Corporation to an Eligible Person as salary for 2002, which amounts are includable in his gross income for federal income tax purposes (without regard to Compensation deferred under this or any other plan maintained by the Corporation), including but not limited to directors’ fees, salary and bonus, but excluding any and all nonelective contributions (including matching contributions) made by the Corporation to any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). Without limiting the generality of the foregoing, the limitations imposed by Code Section 401(a)(17) do not apply to Compensation as defined under the Plan.
2.5	“Corporation” means Uranium Resources, Inc, a Delaware corporation, together with any successor thereto which adopts this Plan by appropriate written action.
2.6	“Deferral Percent” means the portion (expressed as a percentage) of the Compensation that a Participant elects to defer pursuant to Section 4.1 hereof.
2.7	“Deferred Amount” means the amount of Compensation that a Participant has elected to defer pursuant to Section 4.1 hereof.
2.8	“Designated Recipient” means any person who becomes entitled to receive any distribution hereunder by reason of the death of a Participant.
2.9	“Distribution Date” means January 11, 2006.
2.10	“Earned Compensation” means at any date the amount of Compensation that the Corporation is obligated to pay Participant for services rendered before giving effect to the Participant’s deferral election.

2.11 “Eligible Person” means any employee or director of the Corporation or any of its wholly owned subsidiaries, but only so long as such person meets all of the requirements of Section 3.1(a) of the Plan.

2.12	“ERISA” means The Employee Retirement Income Security Act of 1974, as amended and then in effect.
2.13	“Participant” means any Eligible Person who defers Compensation under the Plan.
2.14	“Share Price” means $0.20 per share.
2.15	“General Provisions.” The masculine wherever used herein shall include the feminine and singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions has been done for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1      General Eligibility Conditions.

(a)      To become eligible to participate in this Plan, an individual must be (i) an executive employee or a director of the Corporation or any of its wholly owned subsidiaries and (ii) designated as an Eligible Person on Exhibit A, as amended from time to time.

(b)      Once an Eligible Person becomes a Participant, such individual shall continue to be eligible to defer Compensation under the terms of this Plan until such individual fails to meet at least one of the conditions described above. If a Participant ceases to meet such conditions, his interest in the Plan and amounts deferred prior to the date he ceases to be an Eligible Person shall continue to be held subject to the terms of the Plan. For the purposes of Deferred Amounts that are to be distributed thereafter and for such purpose only, such person shall continue to be a Participant.

3.2      Election to Participate. To actively participate in the Plan, an Eligible Person must execute a Deferred Compensation Election in the form attached hereto as Exhibit C and shall file such election with the Committee.

3.3      Share Election. To elect to receive shares of Common Stock, a Participant shall execute and deliver to the Company the Share Election in the form attached hereto as Exhibit D on or before the Distribution Date.

ARTICLE IV
DEFERRAL OF COMPENSATION

4.1      Deferral Elections. As of the date hereof, the Participants have elected to defer that portion of their Compensation (expressed as a percent) as set forth in Exhibit B hereto. Such elections are irrevocable unless the Corporation and the Participant agree otherwise.

4.2      Period of Deferral. All amounts that the Participants elect to defer shall be paid in cash on the Distribution Date or, at the election of the Participant prior to that date, shares of Common Stock as set forth in Article V. Upon death or termination of employment, the Participant shall have a vested interest in Earned Compensation.

4.4      Base Salary for Other Purposes. Except as otherwise expressly prohibited by law or the terms of a benefit plan, any Deferred Amount shall continue to be counted as part of the Participant’s base salary for purposes of any other contracts between Participant and the Corporation, including, without limitation, those certain compensation agreements dated June 2, 1997 between the Corporation and certain of the Participants.

ARTICLE V
SHARE ELECTION

5.1      Number of Shares to be Received. If a Participant elects to receive payment of the Deferred Amount in shares of Common Stock, the number of shares of Common Stock to be issued for the Deferred Amount shall equal the Deferred Amount divided by the Share Price.

5.2      Limitation on Sale of Shares. All certificates representing any of the shares of Common Stock shall have endorsed thereon the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

5.3      Withholding. The Corporation will make appropriate withholding for all relevant federal, state and local tax purposes from the non-deferred portion of Compensation for any Participant. On the Distribution Date if the fair market value of the Common Stock that a Participant will receive for any Deferred Amount is in excess of the Share Price, the Corporation will be required to withhold additional amounts based upon such excess. The source of such additional amounts will be Compensation otherwise payable to the Participant on the Distribution Date, to the extent sufficient. If such amounts are insufficient, the Participant will be required to pay to the Corporation the appropriate amounts as a condition to receipt of the shares.

ARTICLE VI
BENEFICIARIES

If Participant has not designated a Designated Recipient, any distribution hereunder after the death of a Participant shall be payable first to his surviving spouse, if any, and if none, to his estate.

ARTICLE VII
PLAN ADMINISTRATION

7.1      Administration. The Plan shall be administered by a committee as provided in Section 7.2 hereof, as an unfunded deferred compensation plan.

7.2      Plan Committee.

(a)      The Committee shall be the Corporation’s Board of Directors. No member of the Committee shall act or participate in any action of the Committee directly affecting his own Account under the Plan, unless such action is of general application to all Participants. The Committee is authorized to interpret the Plan and, from time to time, may adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the purposes of the Plan.

(b)      The Committee shall have all powers necessary to accomplish the purpose of the Plan, including, but not limited to, (i) the discretionary authority to interpret the Plan; (ii) the discretionary authority to determine all questions relating to the rights and status of Eligible Persons, Participants and Designated Recipients; and (iii) the discretionary authority to make any and all rules and regulations needed or advisable for the administration of the Plan as are not inconsistent with the terms and provisions hereof.

(c)      Without limiting the powers set forth herein, the Committee shall have the power to: (i) change or waive in writing any requirements of the Plan to conform with law or to meet special circumstances not anticipated or covered in the Plan; (ii) determine the times and places for holding meetings of the Committee and the notice to be given of

such meetings; (iii) employ or otherwise retain such agents and assistants, counsel (who may be of counsel to the Corporation herein), and clerical and other service providers as the Committee may require in carrying out the provisions of the Plan; and (iv) authorize one or more of their number, or any agent thereof, to execute or deliver any instrument on behalf of the Committee.

7.3      Statement of Participant’s Account. As soon as practicable following December 31 in each year, and otherwise from time to time as the Committee in its sole discretion may direct, the Committee shall mail, via first class mail, to each Participant a written statement setting forth the Account of such Participant as of the end of a year. Any statement provided in accordance with this Section shall be deemed to have been accepted as correct, unless written notice to the contrary is received by the Committee within thirty (30) days after the mailing of such statement to the Participant.

7.4      Payment of Expenses. All costs and expenses incurred in administering the Plan shall be paid by the Corporation.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1      Amendment. The Corporation hereby reserves the right, at any time and from time to time, by written action of its Board of Directors (or by written action of an officer or officers of the Corporation to whom such Board of Directors has expressly delegated the authority to amend the Plan), to amend, modify or alter any or all of the provisions of the Plan without the consent of any Eligible Person, Participant, Designated Recipient or other person; however, no amendment shall operate retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Plan as in effect prior to such action. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Corporation, and shall become effective as of the date designated in such instrument.

8.2      Termination. The Corporation reserves the right to suspend, discontinue or terminate the Plan, at any time, in whole or in part, by written action of its Board of Directors, effective as of the date designated in such written action, without the consent any Eligible Person, Participant, Designated Recipient or other person.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1      Employment Remains At Will. Nothing in the adoption, maintenance or operation of the Plan shall confer on any employee, Eligible Person or Participant the right to continued employment by the Corporation or by any affiliate or subsidiary corporation thereof, or be treated or considered evidence of an intent to provide continued employment to such individual, or affect in any way the right of the Corporation or such affiliate or subsidiary, to terminate such individual’s employment, at any time and for any reason. Any question as to whether and when there has been a termination of a Participant’s employment, and the cause of such termination, shall be determined by the Committee; any such determination by the Committee shall be final, binding and conclusive.

9.2      Facility of Payments. Whenever, in the opinion of the Committee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his financial affairs, the Committee shall have the discretionary authority to direct payments to such person’s legal representative, or to a relative or friend of such person for his benefit. Alternatively, the Committee may in its discretion apply the payment for the benefit of such person in such manner as the Committee deems advisable. Any such payment or application of benefits, made in good faith and in accordance with the provisions of this Section, shall completely discharge any liability of the Plan, the Corporation and the Committee with respect to such payment or application of benefits.

9.3      Plan Is Unfunded; No Obligation to Fund. All Accounts or interests in the Plan are unfunded and the Corporation shall have no obligation to establish any special or separate fund, or segregate any of its assets in order to assure the payment of any amounts due or becoming due and payable under the Plan; however, to provide for the discharge of its obligations under the Plan, the Corporation may in its sole discretion establish a fund in its name, or

acquire property or contract rights in its name; provided that no Participant or other person (other than the Corporation) shall acquire a legal or equitable interest in any such fund, property or contract. The right of a Participant or his Designated Recipient to receive a distribution hereunder shall constitute an unsecured claim against the general assets of the Corporation, and no Participant or Designated Recipient or other person shall have any right in or against any amounts credited under the Plan or any other specific assets of the Corporation. All amounts credited under the Plan to any Accounts maintained for or on behalf of a Participant shall constitute general assets of the Corporation and may be disposed of by the Corporation at such time and for such purposes as it may deem appropriate.

9.4      Anti-Alienation. No right, benefit or interest in the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, partition, lien, levy, encumbrance or charge; and any attempt to anticipate, alienate, sell, assign, pledge, partition, lien, levy, encumber or charge the same shall be void. No such right, benefit or interest shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits, including claims for alimony, marital assets or property, support, or separate maintenance by the spouse of the Participant. If a Participant should become insolvent or bankrupt, or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to benefits under this Plan, such Participant’s interest in the Plan, in the discretion of the Committee, shall be extinguished; in such event, the Committee in its sole discretion may hold or apply the interest at issue, or any part thereof, for the benefit of such Participant, such Participant’s spouse, or such Participant’s Designated Recipient, in such manner as the Committee in its sole discretion may deem proper. Notwithstanding the generality of the foregoing, the Corporation shall have the unrestricted right to set off against or recover out of any payments or benefits becoming payable to or for the benefit of a Participant, at the time such payments or benefits otherwise become payable hereunder, any amounts owed or owing to the Corporation by such Participant.

9.5      Indemnification. Each Participant, by executing a Compensation Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees to indemnify and hold the Corporation harmless from and against any damages, losses and expenses (including without limitation litigation costs incurred by the Corporation in connection with the administration of the Plan) arising from third-party claims disputes involving such Participant’s Plan interest (including without limitation, tax liens and levies, creditors’ claims, garnishment and bankruptcy proceedings, and proceedings in domestic relations court).

9.6      Unclaimed Interests. If the Committee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any Designated Recipient of a Participant by reason of the fact that such Participant’s or Designated Recipient’s whereabouts is unknown, the Committee shall so certify, and thereafter the Committee shall attempt to locate such missing person. In the event that such missing person is not located with seven (7) years, then the Committee shall cause the Corporation to pay over to the Secretary of State of the state whose law has jurisdiction over such matters any and all amounts then owed to such person, in accordance with the unclaimed funds law of such state, and the Corporation’s obligations thereto shall thereupon be considered fully and completely discharged and satisfied.

9.7      References to Code, Statutes and Regulations. Any and all references in this Plan to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order.

9.8      Liability. The Corporation, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of this Plan.

9.9      Governing Law; Severability. The Plan shall be construed according to the laws of the State of Texas, and all provisions hereof shall be administered according to the laws of that State, except to the extent preempted by federal law (including, without limitation, ERISA). In the event that any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan; rather, the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, and there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law.

9.10    Taxes. The Corporation shall be entitled to withhold and remit any federal, state and local taxes from any distribution made hereunder which the Corporation believes are necessary, appropriate or required by relevant law, regulation or ruling.

9.11    Tax Consequences of Participation. While the Plan is designed to provide Eligible Persons the opportunity to defer Compensation on a tax-deferred basis, the Corporation makes no representation, warranty or guarantee of any federal, state or local tax consequences of participation in the Plan to any Participant or Designated Recipient (or personal representative or attorney-in-fact for such Participant or Designated Recipient).

IN WITNESS WHEREOF, URANIUM RESOURCES, INC, by action of its Board of Directors, has duly adopted Uranium Resources, Inc. Deferred Compensation Plan for 2002, effective as of the 1st day of January, 2002.

URANIUM RESOURCES, INC
By:
Name:	Paul K. Willmott
Title:	Chairman, President and Chief      Executive Officer

EX-10.23

Exhibit 10.23

URANIUM RESOURCES, INC.
DEFERRED COMPENSATION PLAN FOR 2003

ARTICLE I
INTRODUCTION

1.1      This Deferred Compensation Plan for 2003 (the “Plan”) provides selected executive employees and directors of Uranium Resources, Inc. and its wholly owned subsidiaries an opportunity to defer a portion of their compensation during 2003.

This document constitutes the entire Plan. Any and all prior or contemporaneous oral or written communications hereby are superseded and abolished.

ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS

2.16	“Code” means the Internal Revenue Code of 1986, as amended and then in effect.
2.17	“Committee” means the Plan Committee described in Article VII hereof.
2.18	“Common Stock” means the shares of the Corporation’s common stock, $.001 par value per share.
2.19	“Compensation” means those amounts otherwise payable in cash or by check or electronic deposit by the Corporation to an Eligible Person as salary for 2003, which amounts are includable in his gross income for federal income tax purposes (without regard to Compensation deferred under this or any other plan maintained by the Corporation), including but not limited to directors’ fees, salary and bonus, but excluding any and all nonelective contributions (including matching contributions) made by the Corporation to any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). Without limiting the generality of the foregoing, the limitations imposed by Code Section 401(a)(17) do not apply to Compensation as defined under the Plan.
2.20	“Corporation” means Uranium Resources, Inc, a Delaware corporation, together with any successor thereto which adopts this Plan by appropriate written action.
2.21	“Deferral Percent” means the portion (expressed as a percentage) of the Compensation that a Participant elects to defer pursuant to Section 4.1 hereof.
2.22	“Deferred Amount” means the amount of Compensation that a Participant has elected to defer pursuant to Section 4.1 hereof.
2.23	“Designated Recipient” means any person who becomes entitled to receive any distribution hereunder by reason of the death of a Participant.
2.24	“Distribution Date” means January 11, 2006.
2.25	“Earned Compensation” means at any date the amount of Compensation that the Corporation is obligated to pay Participant for services rendered before giving effect to the Participant’s deferral election.

2.26 “Eligible Person” means any employee or director of the Corporation or any of its wholly owned subsidiaries, but only so long as such person meets all of the requirements of Section 3.1(a) of the Plan.

2.27	“ERISA” means The Employee Retirement Income Security Act of 1974, as amended and then in effect.
2.28	“Participant” means any Eligible Person who defers Compensation under the Plan.
2.29	“Share Price” means $0.20 per share.
2.30	“General Provisions.” The masculine wherever used herein shall include the feminine and singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions has been done for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

3.1      General Eligibility Conditions.

(a)      To become eligible to participate in this Plan, an individual must be (i) an executive employee or a director of the Corporation or any of its wholly owned subsidiaries and (ii) designated as an Eligible Person on Exhibit A, as amended from time to time.

(b)      Once an Eligible Person becomes a Participant, such individual shall continue to be eligible to defer Compensation under the terms of this Plan until such individual fails to meet at least one of the conditions described above. If a Participant ceases to meet such conditions, his interest in the Plan and amounts deferred prior to the date he ceases to be an Eligible Person shall continue to be held subject to the terms of the Plan. For the purposes of Deferred Amounts that are to be distributed thereafter and for such purpose only, such person shall continue to be a Participant.

3.2      Election to Participate. To actively participate in the Plan, an Eligible Person must execute a Deferred Compensation Election in the form attached hereto as Exhibit C and shall file such election with the Committee.

3.3      Share Election. To elect to receive shares of Common Stock, a Participant shall execute and deliver to the Company the Share Election in the form attached hereto as Exhibit D on or before the Distribution Date.

ARTICLE IV
DEFERRAL OF COMPENSATION

4.1      Deferral Elections. As of the date hereof, the Participants have elected to defer that portion of their Compensation (expressed as a percent) as set forth in Exhibit B hereto. Such elections are irrevocable unless the Corporation and the Participant agree otherwise.

4.2      Period of Deferral. All amounts that the Participants elect to defer shall be paid in cash on the Distribution Date or, at the election of the Participant prior to that date, shares of Common Stock as set forth in Article V. Upon death or termination of employment, the Participant shall have a vested interest in Earned Compensation.

4.4      Base Salary for Other Purposes. Except as otherwise expressly prohibited by law or the terms of a benefit plan, any Deferred Amount shall continue to be counted as part of the Participant’s base salary for purposes of any other contracts between Participant and the Corporation, including, without limitation, those certain compensation agreements dated June 2, 1997 between the Corporation and certain of the Participants.

ARTICLE V
SHARE ELECTION

5.1      Number of Shares to be Received. If a Participant elects to receive payment of the Deferred Amount in shares of Common Stock, the number of shares of Common Stock to be issued for the Deferred Amount shall equal the Deferred Amount divided by the Share Price.

5.2      Limitation on Sale of Shares. All certificates representing any of the shares of Common Stock shall have endorsed thereon the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.”

5.3      Withholding. The Corporation will make appropriate withholding for all relevant federal, state and local tax purposes from the non-deferred portion of Compensation for any Participant. On the Distribution Date if the fair market value of the Common Stock that a Participant will receive for any Deferred Amount is in excess of the Share Price, the Corporation will be required to withhold additional amounts based upon such excess. The source of such additional amounts will be Compensation otherwise payable to the Participant on the Distribution Date, to the extent sufficient. If such amounts are insufficient, the Participant will be required to pay to the Corporation the appropriate amounts as a condition to receipt of the shares.

ARTICLE VI
BENEFICIARIES

If Participant has not designated a Designated Recipient, any distribution hereunder after the death of a Participant shall be payable first to his surviving spouse, if any, and if none, to his estate.

ARTICLE VII
PLAN ADMINISTRATION

7.1      Administration. The Plan shall be administered by a committee as provided in Section 7.2 hereof, as an unfunded deferred compensation plan.

7.2      Plan Committee.

(a)      The Committee shall be the Corporation’s Board of Directors. No member of the Committee shall act or participate in any action of the Committee directly affecting his own Account under the Plan, unless such action is of general application to all Participants. The Committee is authorized to interpret the Plan and, from time to time, may adopt such rules and regulations, consistent with the provisions of the Plan, as it may deem advisable to carry out the purposes of the Plan.

(b)      The Committee shall have all powers necessary to accomplish the purpose of the Plan, including, but not limited to, (i) the discretionary authority to interpret the Plan; (ii) the discretionary authority to determine all questions relating to the rights and status of Eligible Persons, Participants and Designated Recipients; and (iii) the discretionary authority to make any and all rules and regulations needed or advisable for the administration of the Plan as are not inconsistent with the terms and provisions hereof.

(c)      Without limiting the powers set forth herein, the Committee shall have the power to: (i) change or waive in writing any requirements of the Plan to conform with law or to meet special circumstances not anticipated or covered in the Plan; (ii) determine the times and places for holding meetings of the Committee and the notice to be given of

such meetings; (iii) employ or otherwise retain such agents and assistants, counsel (who may be of counsel to the Corporation herein), and clerical and other service providers as the Committee may require in carrying out the provisions of the Plan; and (iv) authorize one or more of their number, or any agent thereof, to execute or deliver any instrument on behalf of the Committee.

7.3      Statement of  Participant’s Account. As soon as practicable following December 31 in each year, and otherwise from time to time as the Committee in its sole discretion may direct, the Committee shall mail, via first class mail, to each Participant a written statement setting forth the Account of such Participant as of the end of a year. Any statement provided in accordance with this Section shall be deemed to have been accepted as correct, unless written notice to the contrary is received by the Committee within thirty (30) days after the mailing of such statement to the Participant.

7.4      Payment of  Expenses. All costs and expenses incurred in administering the Plan shall be paid by the Corporation.

ARTICLE VIII
AMENDMENT AND TERMINATION

8.1      Amendment. The Corporation hereby reserves the right, at any time and from time to time, by written action of its Board of Directors (or by written action of an officer or officers of the Corporation to whom such Board of Directors has expressly delegated the authority to amend the Plan), to amend, modify or alter any or all of the provisions of the Plan without the consent of any Eligible Person, Participant, Designated Recipient or other person; however, no amendment shall operate retroactively so as to affect adversely any rights to which a Participant may be entitled under the provisions of the Plan as in effect prior to such action. Any such amendment, modification or alteration shall be expressed in an instrument executed by an authorized officer or officers of the Corporation, and shall become effective as of the date designated in such instrument.

8.2      Termination. The Corporation reserves the right to suspend, discontinue or terminate the Plan, at any time, in whole or in part, by written action of its Board of Directors, effective as of the date designated in such written action, without the consent any Eligible Person, Participant, Designated Recipient or other person.

ARTICLE IX
MISCELLANEOUS PROVISIONS

9.1      Employment Remains At Will. Nothing in the adoption, maintenance or operation of the Plan shall confer on any employee, Eligible Person or Participant the right to continued employment by the Corporation or by any affiliate or subsidiary corporation thereof, or be treated or considered evidence of an intent to provide continued employment to such individual, or affect in any way the right of the Corporation or such affiliate or subsidiary, to terminate such individual’s employment, at any time and for any reason. Any question as to whether and when there has been a termination of a Participant’s employment, and the cause of such termination, shall be determined by the Committee; any such determination by the Committee shall be final, binding and conclusive.

9.2      Facility of  Payments. Whenever, in the opinion of the Committee, a person entitled to receive any payment, or installment thereof, is under a legal disability or is unable to manage his financial affairs, the Committee shall have the discretionary authority to direct payments to such person’s legal representative, or to a relative or friend of such person for his benefit. Alternatively, the Committee may in its discretion apply the payment for the benefit of such person in such manner as the Committee deems advisable. Any such payment or application of benefits, made in good faith and in accordance with the provisions of this Section, shall completely discharge any liability of the Plan, the Corporation and the Committee with respect to such payment or application of benefits.

9.3      Plan Is Unfunded; No Obligation to Fund. All Accounts or interests in the Plan are unfunded and the Corporation shall have no obligation to establish any special or separate fund, or segregate any of its assets in order to assure the payment of any amounts due or becoming due and payable under the Plan; however, to provide for the discharge of its obligations under the Plan, the Corporation may in its sole discretion establish a fund in its name, or

acquire property or contract rights in its name; provided that no Participant or other person (other than the Corporation) shall acquire a legal or equitable interest in any such fund, property or contract. The right of a Participant or his Designated Recipient to receive a distribution hereunder shall constitute an unsecured claim against the general assets of the Corporation, and no Participant or Designated Recipient or other person shall have any right in or against any amounts credited under the Plan or any other specific assets of the Corporation. All amounts credited under the Plan to any Accounts maintained for or on behalf of a Participant shall constitute general assets of the Corporation and may be disposed of by the Corporation at such time and for such purposes as it may deem appropriate.

9.4      Anti-Alienation. No right, benefit or interest in the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, partition, lien, levy, encumbrance or charge; and any attempt to anticipate, alienate, sell, assign, pledge, partition, lien, levy, encumber or charge the same shall be void. No such right, benefit or interest shall be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefits, including claims for alimony, marital assets or property, support, or separate maintenance by the spouse of the Participant. If a Participant should become insolvent or bankrupt, or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to benefits under this Plan, such Participant’s interest in the Plan, in the discretion of the Committee, shall be extinguished; in such event, the Committee in its sole discretion may hold or apply the interest at issue, or any part thereof, for the benefit of such Participant, such Participant’s spouse, or such Participant’s Designated Recipient, in such manner as the Committee in its sole discretion may deem proper. Notwithstanding the generality of the foregoing, the Corporation shall have the unrestricted right to set off against or recover out of any payments or benefits becoming payable to or for the benefit of a Participant, at the time such payments or benefits otherwise become payable hereunder, any amounts owed or owing to the Corporation by such Participant.

9.5      Indemnification. Each Participant, by executing a Compensation Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees to indemnify and hold the Corporation harmless from and against any damages, losses and expenses (including without limitation litigation costs incurred by the Corporation in connection with the administration of the Plan) arising from third-party claims disputes involving such Participant’s Plan interest (including without limitation, tax liens and levies, creditors’ claims, garnishment and bankruptcy proceedings, and proceedings in domestic relations court).

9.6      Unclaimed Interests. If the Committee shall at any time be unable to make distribution or payment of benefits hereunder to a Participant or any Designated Recipient of a Participant by reason of the fact that such Participant’s or Designated Recipient’s whereabouts is unknown, the Committee shall so certify, and thereafter the Committee shall attempt to locate such missing person. In the event that such missing person is not located with seven (7) years, then the Committee shall cause the Corporation to pay over to the Secretary of State of the state whose law has jurisdiction over such matters any and all amounts then owed to such person, in accordance with the unclaimed funds law of such state, and the Corporation’s obligations thereto shall thereupon be considered fully and completely discharged and satisfied.

9.7      References to Code, Statutes and Regulations. Any and all references in this Plan to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall be deemed to refer also to any successor statute, law, regulation, ruling or order.

9.8      Liability. The Corporation, and its directors, officers and employees, shall be free from liability, joint or several, for personal acts, omissions, and conduct, and for the acts, omissions and conduct of duly appointed agents, in the administration of this Plan.

9.9      Governing Law; Severability. The Plan shall be construed according to the laws of the State of Texas, and all provisions hereof shall be administered according to the laws of that State, except to the extent preempted by federal law (including, without limitation, ERISA). In the event that any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal, or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision of the Plan; rather, the Plan shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein, and there shall be deemed substituted such other provision as will most nearly accomplish the intent of the parties to the extent permitted by applicable law.

9.10    Taxes. The Corporation shall be entitled to withhold and remit any federal, state and local taxes from any distribution made hereunder which the Corporation believes are necessary, appropriate or required by relevant law, regulation or ruling.

9.11    Tax Consequences of  Participation. While the Plan is designed to provide Eligible Persons the opportunity to defer Compensation on a tax-deferred basis, the Corporation makes no representation, warranty or guarantee of any federal, state or local tax consequences of participation in the Plan to any Participant or Designated Recipient (or personal representative or attorney-in-fact for such Participant or Designated Recipient).

IN WITNESS WHEREOF, URANIUM RESOURCES, INC, by action of its Board of Directors, has duly adopted Uranium Resources, Inc. Deferred Compensation Plan for 2003, effective as of the 1st day of January, 2003.

URANIUM RESOURCES, INC
By:
Name:	Paul K. Willmott
Title:	Chairman, President and Chief     Executive Officer