Exhibit 10.31


 


NOTE PURCHASE AGREEMENT


 


URANIUM RESOURCES, INC.


Dallas, Texas


 


March 24, 2005


 


To
Each of the Purchasers Listed in Schedule I Hereto:


 


Re:  Unsecured
Term Notes - Series 2005A


 


Ladies
and Gentlemen:


 


URANIUM RESOURCES, INC., a Delaware corporation (the
“Company”), hereby agrees with each of you (individually sometimes referred to
as a “Purchaser” and collectively sometimes referred to as the “Purchasers”),
each acting for itself severally and not jointly with the others or with any
other person, as follows:


 


1.                                       Definitions.  For the purposes of this
Agreement:


 


1.1                                 The term “Notes” shall mean, except where the
context otherwise requires, the $600,000 aggregate principal amount of the
unsecured term notes designated Series 2005A to be issued in registered
form and to be purchased by you pursuant to Section 4 hereof and any Notes
delivered in substitution or exchange therefor, or upon transfers thereof, and
the term “Note” shall mean any one of the Notes.


 


1.2                                 The term “Holder of Record” shall mean in
connection with any Note the owner of such Note listed on Schedule I or
any subsequent person in whose name the Note is registered pursuant to Section 6.3.


 


1.3                                 The term “Subsidiary” or “Subsidiaries” shall
mean a corporation or corporations of which the Company shall at the time own
directly or indirectly 50% or more of the outstanding common stock and all of
the outstanding stock of any other class, and the term “wholly-owned Subsidiary”
shall mean a corporation of which the Company shall at the time own directly or
indirectly all of the outstanding stock, except for directors’ qualifying
shares.


 


2.                                       Representations and Warranties of the Company.  The
Company represents and warrants that:


 


2.1                                 Organization.  The
Company is a duly domesticated and validly existing corporation in good
standing under the laws of the state of Delaware with all necessary corporate
power to enter into and perform this Agreement, issue and sell the Notes and
carry on the business now conducted by it. 
The Company is duly qualified and in good standing as a foreign
corporation in all jurisdictions in which the nature of its business or the
character of the property owned by it makes such qualification necessary, and
is duly authorized, qualified and licensed under all laws, regulations,
ordinances or orders of public authorities to carry on its business in the
places and in the manner presently conducted.


 


All necessary corporate proceedings have been taken
by the board of directors of the Company to authorize the execution, delivery
and performance of this Agreement and the transactions contemplated
hereby.  No action is required by the
stockholders of the Company in connection with the execution, delivery and
performance of this Agreement.  The
Agreement and the Notes have each been duly authorized, executed and delivered
and each of them is enforceable against the Company in accordance with its
terms.


 


2.2                                 No Legal Obstacle to Loan. 
Neither the consummation of the transactions contemplated by this
Agreement nor compliance with the provisions of this Agreement or of the Notes,
will result in any breach or violation of any of the provisions of, or
constitute a default under, the charter or by-laws of the Company, or any
provision of law, 


 





















 


agreement
or other instrument which will remain in effect after the issue and sale of the
Notes and to which the Company is a party or by which it is bound, or of any
applicable order or regulation of any governmental authority having
jurisdiction, or result in the creation under any other agreement or instrument
of any lien or encumbrance upon any assets of the Company.


 


2.3                                 Finders.  All negotiations relative to
this Agreement and the transactions contemplated herein have been carried on by
the Company directly with Zesiger Capital Group LLC in such manner as not to
give rise to any valid claim against the Company for a finder’s fee, brokerage
commission or like payment.


 


2.4                                 Authorization and Approvals.  The
execution, delivery and performance of this Agreement do not require any
approval or consent on the part of, or filing, registration or qualification
with, any governmental body, federal, state or local that has not been obtained
or performed or any third person, pursuant to any agreement or otherwise.


 


3.                                       Representations; Warranties and
Acknowledgments of the Purchasers.


 


3.1                                 Purchase for Investment.  Each
of the Purchasers represents and warrants to the Company that it will acquire
the Notes to be purchased by it for its own account for investment and not with
a view to the distribution thereof, and that it has no present intention of
making any distribution or disposition of them; provided, however, that
the disposition of its property shall at all times be and remain within its
control.  The acquisition of Notes by
each of the Purchasers shall constitute its confirmation of said representation
and warranty.  Each of the Purchasers
understands that the Notes are being sold to it in a transaction which is
exempt from the registration requirements of the Securities Act of 1933, and
that the Notes must be held by it and may not be resold unless they are
subsequently registered under the Act or an exemption from such registration is
available.  Each of the Purchasers
further understands that the Notes will be legended with a notation that they
were acquired for investment in an exempt transaction and that they may not be
resold unless they are subsequently registered under the Securities Act of 1933
or unless an exemption from such registration is available.


 


4.                                       Purchase and Sale of the Notes. 
Subject to the terms and conditions of this Agreement, the Company
agrees to issue and sell to each Purchaser and each Purchaser agrees to
purchase from the Company, at the Closing, at the principal amount thereof, the
principal amounts of the Notes set opposite its name on Schedule I
attached hereto.


 


The Closing shall be held at 10:00 a.m.  on March 24, 2005 in the offices of
Zesiger Capital.  At the Closing, the
Company will execute and deliver to you, unless otherwise requested by you, a
single Note, registered in your name (or in the name of any nominee set forth
on Schedule I), in the principal amount set forth opposite your name on Schedule I
hereto, dated the date of the Closing, against payment of the purchase price by
wire transfer of immediately available funds or delivery of an official bank
check in Federal Funds or other immediately available funds.


 


5.                                       [intentionally left blank]


 


6.                                       The Notes, Use of Proceeds, Payment and
Exchange.


 


6.1                                 The Notes.  The Notes shall be in
registered form, and shall be in substantially the form set forth in Exhibit A
hereto.  Each Note shall be executed in
the name and on behalf of the Company by its President, any Vice-President or
its Treasurer, and shall be dated its date of issue.


 


6.2                                 Use of Proceeds.  The
proceeds of the Notes shall be used for general corporate purposes.


 


6.3                                 Transfer, Exchange or Replacement of Notes.  The
Company shall keep at its principal office a register in which shall be entered
the names and addresses of all Holders of Record of the Notes and the
particulars of the Notes held by them and of all transfers of the Notes.  The Holder of Record of any Note shall be
deemed to be and treated as the owner thereof for all purposes of this
Agreement and the Company shall not be affected by any notice to the
contrary.  Payment of or on account of
the principal of and interest on such Note shall be made only to or upon the
order in writing of such Holder of Record. 
For the purpose of any request, direction or consent hereunder, the
Company


 


5





















 


may
deem and treat the Holder of Record of any Note (or you so long as such Note is
registered in the name of your nominee) as the owner thereof without production
of the Note.


 


Upon surrender for registration of transfer of any
Note at the principal office of the Company, the Company shall execute and
deliver, at its expense (other than transfer taxes, if any) one or more new
Notes of an aggregate principal amount equal to the unpaid principal amount of
the Note surrendered for registration of transfer registered in the name of the
designated transferee or transferees. 
Every Note presented or surrendered for registration of transfer shall
be duly endorsed, or be accompanied by a written instrument of transfer duly
executed with signatures guarantees, by the Holder of Record of such Note or
his attorney duly authorized in writing. 
At the request of a Holder of Record of any Note, the Company at its
expense will execute and deliver in replacement of any Note a new Note in a
principal amount equal to the Note held by such Holder of Record and so
replaced; notwithstanding the foregoing the Company may condition the
replacement of a Note reported as lost, stolen or destroyed by a Holder of
Record upon the receipt from such Holder of Record of indemnity or security
reasonably satisfactory to the Company; provided, however, that if
either of you or your nominees shall be such Holder of Record your agreement of
indemnity shall be sufficient for all purposes of this section.  Any Note or Notes issued in exchange for any
Note or upon transfer or replacement thereof shall carry the rights to unpaid
interest and interest to accrue which were carried by the Note so exchanged,
transferred or replaced, and neither gain nor loss of interest shall result
from any such transfer, replacement or exchange.  The Company agrees that it will pay shipping
and insurance charges, from and to your main office, involved in the exchange
by you of any Note held by you.  Each
transfer, exchange or replacement made pursuant to this Section 6.3 shall
be effected in such manner that no gain or loss of principal or interest shall
result therefrom.


 


Except for a transfer to a client or member of
Zesiger Capital Group LLC as to whom Zesiger Capital Group LLC can represent
that such client or member is an accredited investor, the Company may condition
acceptance of any transfer of a Note upon the receipt of an opinion of counsel
satisfactory to the Company to the effect that such disposition will not
require registration of the transfer of the Note under the Securities Act of
1933, as amended and concurrence by counsel for the Company in the conclusions
expressed in such opinion.


 


7.             Subsequent Equity or Debt
Offerings.  If the Company shall
hereafter make a subsequent offering of debt securities or any private
placement of Common Stock or other equity securities, each of the Holders of
the Notes shall have the right but not an obligation to purchase or cause their
designees to purchase such debt or Common Stock (or other securities) in such
offering, by paying the purchase price for such debt or, if the subsequent
offering is of stock (or other securities), by forgiving unpaid interest and/or
principal due and unpaid on the Notes, in each case on the terms offered by the
Company in such subsequent offering.


 


8.                                       Covenants.


 


8.1                                 The Company covenants and agrees that so long
as any of the Notes is outstanding, it will duly and punctually pay the
principal and interest on the Notes in accordance with the terms of this
Agreement and of the Notes.


 


9.                                       Prepayment.  Prepayment of any Notes shall
be made only pro rata to the Holders of the outstanding Notes in proportion to
their respective unpaid principal amounts.


 


10.                                 Defaults.


 


10.1                           If one or more of the following events (each herein termed an “event of
default”) shall have occurred and be continuing, that is to say:


 


10.1.1                  If
default shall be made in the payment of interest on or principal of any of the
Notes when and as the same shall become due and payable, whether at their
stated maturity, by declaration or otherwise, or if default shall be made in
the observance or performance of the Company’s obligations under Section 8.2
hereof; or


 


10.1.2                  If
default shall be made in the due performance or observance of any other
expressed or implied covenant, agreement or provision of the Notes or of this
Agreement and such default shall have continued for a 


 


6





















 


period
of thirty days after written notice thereof to the Company from any Holder of
Record, or a breach shall exist in any representation or warranty herein
contained; or


 


10.1.3                  If
default shall be made under the terms of any other agreement relating to money
borrowed by the Company and such default shall continue for more than the
period of grace, if any, therein specified; or


 


10.1.4                  If
the Company or any Subsidiary, shall be involved in financial difficulties as
evidenced


 


(a)                                  by its admission in writing of its inability
to pay its debts generally as they become due;


 


(b)                                 by its filing a petition in bankruptcy or for
reorganization or for the adoption of an arrangement under the Bankruptcy Act
(as now or in the future amended) or an admission seeking the relief therein
provided;


 


(c)                                  by its making an assignment for the benefit
of its creditors;


 


(d)                                 by its consenting to the appointment of a
receiver for all or a substantial part of its property;


 


(e)                                  by its being adjudicated a bankrupt;


 


(f)                                    by the entry of a court order appointing a
receiver or trustee for all or a substantial part of its property without its
consent, which order shall not be vacated, set aside or stayed within ninety
days from the date of entry; or


 


(g)                                 by the assumption of custody or sequestration
by a court of competent jurisdiction of all or substantially all of its
property, which custody or sequestration shall not be suspended or terminated
with ninety days from its inception;


 


then
and in each and every such event of default, the holder of any Note may proceed
to protect and enforce its rights by suit in equity, action at law and/or other
appropriate proceeding either for specific performance of any covenant or
condition contained in such Note or herein or in aid of the exercise of any
power granted in such Note or herein, and without notice or any action by the
Holder the unpaid balance of and accrued and unpaid interest on such Note shall
forthwith become due and payable, without presentation, protest, demand or
notice of any kind, all of which are hereby expressly waived.


 


10.2                           Notice of Demand or Default.  If any holder of a Note shall
demand payment of such Note or take any other action of which the Company shall
have actual knowledge in respect of a default or an event of default, the
Company will forthwith give written notice, specifying such action and the
nature of the default or event of default, to each Holder of Record of the
Notes then outstanding.


 


10.3                           Waiver by Company.  To the extent permitted by applicable law,
the Company hereby agrees to waive, and does hereby absolutely and irrevocably
waive and relinquish and covenant not to assert the benefit and advantage of,
any valuation, stay appraisement, extension or redemption laws now existing or
which may hereafter exist, which, but for this provision, might be applicable
to any sale made under the judgment, order or decree of any court, or
otherwise, based on the Notes or on any claim for interest on the Notes.


 


10.4                           Costs and Expenses.  The Company covenants that if default be made
in any payment of principal or interest on the Notes, it will pay to the holder
thereof, to the extent permitted under applicable law, such further amount as
shall be sufficient to cover the cost and expense of collection, including
reasonable compensation to the attorneys and counsel of the holder thereof for
all services rendered in that connection.


 


10.5                           Course of Dealing.  No course of dealing between the Company and
you or any Holder of Record of the Notes or any delay on your part or on the
part of any Holder of Record of the Notes in exercising any rights under the
Notes or hereunder shall operate as a waiver of any of your rights or the
rights of any Holder of Record of the Notes.


 


7





















 


11.                                 Survival of Covenants.  All
covenants, agreements, representations and warranties made herein and in
certificates delivered pursuant hereto shall be deemed to have been material
and relied on by you, notwithstanding any investigation made by you or on your
behalf, and shall survive the execution and delivery to you of the Notes and
your payment therefor.


 


12.                                 Addresses.  Any notice or demand which by
any provisions of this Agreement is required or provided to be given shall be
deemed to have been sufficiently given or served for all purposes by being sent
as registered or certified mail, postage and registration charges prepaid, to
the following addresses:  if to the
Company, Uranium Resources, Inc., 650 South Edmonds, Suite 108,
Lewisville, Texas 75067, or, if any other address shall at any time be
designated by the Company in writing to all persons who are Holders of Record
of the Notes at the time of such designation, to such other address; and if to
a Purchaser, to its address set forth on Schedule I hereto, or, if any
other address shall at any time be designated by such Purchaser in writing to
the Company, to such address; and, if to Holders of Record not Purchasers, to
their addresses given to the Company pursuant to Section 6.3 or, if any
other address shall at any time be designated by a Holder of Record in writing
to the Company, at such address.  Until
another place of payment shall be appointed, all payments in respect of the
Notes shall be made to the Purchasers at addresses set forth on Schedule I
hereto.


 


13.                                 Dates; Captions.  For
convenience of reference, this Agreement shall be dated as of the date first
above written, regardless of the date upon which you shall have signed the
acceptance hereof.  Captions and headings
are for the convenience of reference only and shall not be deemed part of this
Agreement or used in its construction.


 


14.                                 Benefits.  All of the terms and
provisions of this Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, including as the Purchasers’
assigns all assignees of the Notes, provided, however, that despite any
assignment or transfer of the Notes, the Company shall be entitled to treat the
Purchasers as the Holders of Record thereof unless and until presentation for
registration of transfer thereof shall have been made as provided in Section 6.3.


 


15.                                 Whole Agreement; Controlling Law; Exhibits
and Schedules.  This Agreement, which constitutes the entire
agreement between the parties with respect to the subject matter hereof
(replacing any other agreements written and oral), shall be governed by and
construed in accordance with the law of the state of Delaware.  Exhibits and schedules attached hereto shall
be deemed incorporated by reference herein as fully as if set forth herein in
full.


 


16.                                 Counterparts; Signatures.  This
Agreement may be executed in any number of counterparts, each of which, when
executed and delivered, shall be an original, but such counterparts shall
together constitute one and the same instrument.  Signatures may be delivered by facsimile.


 


If the foregoing is satisfactory to you, please sign
the form of confirmation and acceptance on the enclosed counterpart of this
Agreement and return the same to the Company, whereupon this letter will become
and evidence a binding contract between the Company and you as of the date and year
first above written.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
  URANIUM RESOURCES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 


The
foregoing Agreement


is
hereby accepted.


 


The
Purchasers Listed on Schedule I attached hereto


 


8





















 


By:
Zesiger Capital Group LLC, as agent and attorney-in-fact


 


	
  By:

  
	
   

  
	
   

  	
   

  
	
  Name:

  
	
  Title:

  



 


9





















 


SCHEDULE I


 


	
  Purchasers

  	
   

  	
  Principal

  Amount of

  Notes

  Purchased

  	
   

  	
  Nominee/Record

  Holder

  	
   

  	
  Address for Notices and

  Payment on the Notes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Robert K. Winters

  	
   

  	
  $

  	
  3,000

  	
   

  	
  Same as Purchaser

  	
   

  	
  Merrill Lynch

  Money Manager Services

  101 Hudson Street, 7th Floor

  Jersey City, New Jersey 

  07302-3997

  Att: Chris Belfiore

  
	
  Domenic Mizio

  	
   

  	
  $

  	
  15,000

  	
   

  	
  Same as Purchaser

  	
   

  	
  Merrill Lynch

  Money Manager Services

  101 Hudson Street, 7th Floor

  Jersey City, New Jersey

  07302-3997

  Att: Chris Belfiore

  
	
  J.P. Morgan Trust Co.

  (Bahamas) Ltd, as

  Trustee U/A/D 11/30/03

  	
   

  	
  $

  	
  40,000

  	
   

  	
  Same as Purchaser

  	
   

  	
  Merrill Lynch

  Money Manager Services

  101 Hudson Street, 7th Floor

  Jersey City, New Jersey 

  07302-3997

  Att: Chris Belfiore

  
	
  City of Milford Pension

  & Retirement Fund

  	
   

  	
  $

  	
  125,000

  	
   

  	
  Same as Purchaser

  	
   

  	
  Merrill Lynch

  157 Church Street

  New Haven, Conn. 06510

  Att: Sophia Haeri

  
	
  Public Employees

  retirement System of

  Idaho

  	
   

  	
  $

  	
  417,000

  	
   

  	
  Mellon Bank NA, custodian for PERSI-Zesiger Capital

  	
   

  	
  Mellon Bank, N.A.

  120 Broadway, 13th Floor

  New York, N.Y. 10271

  Att: Cynthia Aranda

  



 










*  c/o Zesiger Capital Group LLC, 320 Park
Avenue, 30th Floor, New York, NY 10022 


Attn: Albert L. 
Zesiger.


 





















 


EXHIBIT A


 


URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A -


 


	
  $[amount number]

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to [name of payee] (hereinafter
referred to as the “Payee”) on March 24, 2006 , or registered assigns,
[amount in words] Dollars ($[amount number]), together with interest on the
whole amount of said principal amount remaining from time to time unpaid from
the date hereof at the rate of ten percent (10%) per annum until the principal
hereof shall be paid in full.  Interest
shall be computed on the basis of a 30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at
any time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or accompanied
by a written instrument of transfer duly executed, by the registered holder
hereof or his, her or its attorney duly authorized in writing, a new Note of
the same tenor (except for the name of the registered holder) and in an equal
principal amount will be issued to, and registered in the name of, the
transferee.  The Company may treat the
person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company shall
not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE,
INCLUDING THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  IT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
AS TO THE 


 





















 


NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 


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URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A - 4


 


	
  $125,000

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to City of Milford Pension &
Retirement Fund (hereinafter referred to as the “Payee”) on March 24,
2006, or registered assigns, One Hundred Twenty Five Thousand Dollars
($125,000), together with interest on the whole amount of said principal amount
remaining from time to time unpaid from the date hereof at the rate of ten
percent (10%) per annum until the principal hereof shall be paid in full.  Interest shall be computed on the basis of a
30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at
any time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his, her or its attorney duly authorized in writing, a new
Note of the same tenor (except for the name of the registered holder) and in an
equal principal amount will be issued to, and registered in the name of, the
transferee.  The Company may treat the
person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company shall
not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE,
INCLUDING THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


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


 





















 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 





















 


URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A - 3


 


	
  $40,000

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to J.P.  Morgan Trust Co.  (Bahamas) Ltd., as Trustee U/A/D 11/30/03
(hereinafter referred to as the “Payee”) on March 24, 2006, or registered
assigns, Forty Thousand Dollars ($40,000), together with interest on the whole
amount of said principal amount remaining from time to time unpaid from the
date hereof at the rate of ten percent (10%) per annum until the principal
hereof shall be paid in full.  Interest
shall be computed on the basis of a 30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at any
time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or his, her or its attorney duly authorized in
writing, a new Note of the same tenor (except for the name of the registered
holder) and in an equal principal amount will be issued to, and registered in
the name of, the transferee.  The Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE,
INCLUDING THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


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


 





















 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 





















 


URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A - 2


 


	
  $15,000

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to Domenic Mizio (hereinafter
referred to as the “Payee”) on March 24, 2006, or registered assigns,
Fifteen Thousand Dollars ($15,000), together with interest on the whole amount
of said principal amount remaining from time to time unpaid from the date
hereof at the rate of ten percent (10%) per annum until the principal hereof
shall be paid in full.  Interest shall be
computed on the basis of a 30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at
any time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or his, her or its attorney duly authorized in
writing, a new Note of the same tenor (except for the name of the registered
holder) and in an equal principal amount will be issued to, and registered in
the name of, the transferee.  The Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE, INCLUDING
THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


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


 





















 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 





















 


URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A - 5


 


	
  $417,000

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to Mellon Bank NA, Custodian for
PERSI-Zesiger Capital (hereinafter referred to as the “Payee”) on March 24,
2006, or registered assigns, Four Hundred Seventeen Thousand Dollars
($417,000), together with interest on the whole amount of said principal amount
remaining from time to time unpaid from the date hereof at the rate of ten
percent (10%) per annum until the principal hereof shall be paid in full.  Interest shall be computed on the basis of a
30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at
any time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or his, her or its attorney duly authorized in
writing, a new Note of the same tenor (except for the name of the registered
holder) and in an equal principal amount will be issued to, and registered in
the name of, the transferee.  The Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE,
INCLUDING THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


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


 





















 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President

  



 





















 


URANIUM RESOURCES, INC.


 


Unsecured Term Note


 


Number: Series 2005A - 1


 


	
  $3,000

  	
   

  	
  March 24, 2005

  



 


FOR VALUE RECEIVED, URANIUM RESOURCES, INC., a
Delaware corporation, hereby promises to pay to Robert K.  Winters (hereinafter referred to as the “Payee”)
on March 24, 2006, or registered assigns, Three Thousand Dollars ($3,000),
together with interest on the whole amount of said principal amount remaining
from time to time unpaid from the date hereof at the rate of ten percent (10%)
per annum until the principal hereof shall be paid in full.  Interest shall be computed on the basis of a
30-day month and 360-day year.


 


This Note is issued pursuant to, and is entitled to
the benefits of the provisions of a certain Note Purchase Agreement dated March 24,
2005 (“Note Purchase Agreement”) between the undersigned and the Purchaser
named therein and others; but neither this reference to said Note Purchase
Agreement nor any provision thereof shall affect or impair the absolute and
unconditional obligation of the maker of this Note to pay the principal hereof
and interest hereon as herein provided.


 


This Note shall upon an event of default as defined
in the Note Purchase Agreement become immediately due and payable without any
notice or other action by the holder hereof, as specified in said Note Purchase
Agreement.  This Note may be prepaid at
any time without penalty with interest through the date of prepayment.


 


Upon an event of default, this Note shall, during
the period of default and until paid in full, bear interest at the rate of 14%
per annum rather than 10% per annum.


 


As provided in said Note Purchase Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the
registered holder hereof or his, her or its attorney duly authorized in
writing, a new Note of the same tenor (except for the name of the registered
holder) and in an equal principal amount will be issued to, and registered in
the name of, the transferee.  The Company
may treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes, and the
Company shall not be affected by any notice to the contrary.


 


This Note shall be governed by and construed in
accordance with the law of the state of Delaware without giving effect to
conflict of law rules.


 


The maker and all endorsers of this Note each hereby
waives presentment, demand, notice of nonpayment, protest and all other demands
and notices in connection with the delivery, acceptance, performance or
enforcement of this Note.


 


THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THE
NOTE PURCHASE AGREEMENT DATED MARCH 24, 2005 BETWEEN THE COMPANY AND
ZESIGER CAPITAL GROUP LLC, AS AGENT AND ATTORNEY IN FACT FOR THE PAYEE,
INCLUDING THE RESTRICTIONS UPON TRANSFER SET FORTH IN SUCH AGREEMENT.  A COPY OF THE AGREEMENT IS ON FILE AT THE
PRINCIPAL OFFICE OF THE COMPANY.


 


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


 


	
   

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Paul K. Willmott,
  President