ex10-52




EXHIBIT 10.52


      THIS AGREEMENT is made as of July 10, 2001, by and between USEC Inc., a
corporation organized and existing under the laws of the state of Delaware
(hereinafter called “USEC”), and James R. Mellor, an individual (hereinafter
called the “Consultant”).


      IN CONSIDERATION of the mutual promises set forth herein, the parties
hereby agree as follows:


      1. The term of this Agreement shall be from July 28, 2001 through July 27,
2002, unless sooner terminated pursuant to the terms hereof.


      2. While this Agreement is in effect, the Consultant shall perform certain work
and services relating to USEC’s policies, procedures, commercial practices,
external affairs, strategic planning under the terms and conditions hereinafter
set forth.


      3. While this Agreement is in effect, USEC shall compensate the Consultant at a
fixed price of Three Hundred Thousand Dollars ($300,000), payable in 12 equal
monthly installments to be paid thirty (30) days after the last of each month
falling, in whole or in part, during the term of this Agreement, excluding July
2001. USEC shall reimburse the Consultant for reasonable and necessary travel
and living expenses incurred by the Consultant in the performance of the
services described herein. Compensation for expenses shall be made once
monthly upon the Consultant’s furnishing to USEC a written statement specifying
such expenses. Payment terms shall be net 30 days.


      4. In the performance of the work and services hereunder, the Consultant shall
act solely as an independent contractor and not as an employee of USEC. All
taxes applicable to any amounts paid by USEC to the Consultant under this
Agreement shall be the Consultant’s liability and USEC shall not withhold nor
pay any amounts for federal, state or municipal income tax, special security,
unemployment or worker’s compensation. In accordance with current law, USEC
shall annually file with the Internal Revenue Service a Form 1099-MISC, U.S.
Information Return for Recipients of Miscellaneous Income, reflecting the gross
annual payments by USEC to the Consultant pursuant to this Agreement, net of
any reimbursed expenses incurred by the Consultant on behalf of USEC. The
Consultant hereby acknowledges personal income tax liability for the
self-employment tax imposed by Section 1401 of the Internal Revenue Code, and
the payment, when applicable, of estimated quarterly taxes on Internal Revenue
Service Form 1040-ES, declaration of estimated tax by individuals.


      5. All reports, findings, recommendations, data, memoranda or documents,
arising of out and relating to the services performed under this Agreement are
(and shall continue to be after the expiration of this Agreement) the property
of USEC or its assigns, and USEC shall have the exclusive rights to such
materials. The use of these materials in any manner by USEC or its assigns
shall not result in any additional claim for compensation by the Consultant.
The Consultant shall hold confidential all information developed by or
communicated to the Consultant in the performance of the services, whether
described in this Agreement, in any scheduled executed pursuant hereto or
otherwise, other than information that is already in the public domain or that
becomes publicly available other than through an unauthorized disclosure by the
Consultant.

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      Nothing herein shall preclude disclosure of confidential information to
officers, employees or directors of USEC and its subsidiaries and affiliates,
or to attorneys, advisers and consultants of USEC who are under an obligation
to USEC to keep such information confidential.


      6. By entering into this Agreement with USEC, the Consultant represents that he
presently has no conflicting interests, agreements or obligations with any
other party. The Consultant shall promptly notify USEC in writing if a change
in circumstances creates, or appears likely to create, a conflict with the
Consultant’s obligations hereunder or an appearance that such a conflict
exists.


      7. The Consultant hereby releases USEC from any and all liability for damage to
property or loss thereof, personal injury or death during the term of this
Agreement (and any extensions thereof) or thereafter, sustained by the
Consultant as a result of performing the services under this Agreement or
arising out of the performance of such services; provided, however, that the
foregoing release shall not apply to the extent such damage, loss, injury or
death is caused by or results from the negligence of USEC, its agents or
employees. Nothing herein shall deemed to limit the obligation of USEC, or any
USEC subsidiary or affiliate, to indemnify the Consultant under USEC’s articles
of incorporation or by-laws or under any indemnification agreement entered into
with the Consultant concerning the Consultant’s services as a director of USEC
or any USEC subsidiary or affiliate.


      8. If the services to be performed by the Consultant include access to
classified material or areas, the Consultant shall comply with all applicable
security laws, regulations, orders and requirements. The Consultant shall
submit a confidential report to USEC immediately whenever for any cause he has
reason to believe that there is either (a) an active danger of espionage or
sabotage affecting any work under such government contracts, or (b) a violation
or threatened violation of any applicable security law, regulation, order or
requirement concerning the classified material or areas.


      9. Either party may terminate this Agreement, for any reason or no reason, at
any time by a written notice to the other party. Such termination shall take
effect immediately upon receipt of a termination notice by the other party,
unless a different termination date is stated in the notice. Upon termination
of the Agreement, all work and services being performed under this Agreement
shall cease. USEC shall have no liability or obligation for any performance by
the Consultant after a termination takes effect.


      10. The Consultant may not assign this Agreement, nor may the Consultant
delegate or subcontract the performance or obligations imposed hereunder
without the consent of USEC.


      11. The Consultant has no authority whatever, express or implied, by virtue of
this Agreement to commit USEC in any way to perform in any manner or to pay
money for services or material.


      12. This Agreement is to be governed by the laws of the State of Delaware.


      13. The whole and entire agreement of the parties is set forth in this
Agreement and the parties are not bound by any agreements, understandings or
conditions otherwise than as expressly set forth herein.

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      14. This Agreement may not be changed or modified in any manner except by a
writing mutually signed by the parties or their respective successors and
permitted assigns.


      15. Any notice, request, demand, claim or other communication related to this
Agreement shall be in writing and delivered by hand or transmitted by
telecopier, registered mail (postage prepaid), or overnight courier to the
other party at the following number and addresses:



	 	 	 
	If to USEC:		
President and Chief Executive Officer

USEC Inc.

6903 Rockledge Drive

Bethesda, MD 20817-1818
	
	
	
	

	If to Consultant:		
James R. Mellor

At his current address in USEC’s records



      16. Nothing herein shall be deemed to limit or modify any duty or obligation
that the Consultant may have as a director of USEC or any of its affiliates or
subsidiaries.


      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.



	 	 
	 	USEC Inc.
	 	 
	 	By:   /s/ William H. Timbers          

        William H. Timbers

        President and Chief Executive Officer





	 	 
	 	CONSULTANT
	 	 
	 	      /s/ James. R. Mellor            

        James R. Mellor




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