2005 Stock Option Plan


    __________

    


    


    


    


    


    


    


    


    


    


    


    


    


    2005
      STOCK OPTION PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    For:

    


    


    


    


    


    URANIUM
      ENERGY CORP.

    


    


    


    


    


    Amended
      April 10, 2006

    


    


    


    


    


    Uranium
      Energy Corp.

    Suite
      401, 318 Homer Street, Vancouver, British Columbia, Canada, V6B
      2V2

    __________

    


    



    
      
        
          --
            2005
            Stock Option Plan --

          --
            Uranium
            Energy Corp.
            --

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    URANIUM
      ENERGY CORP.

    


    


    


    2005
      STOCK OPTION PLAN

    


    


    ARTICLE
      1. THE PLAN

    


    1.1  Title

    


    This
      plan
      is entitled the “2005 Stock Option Plan” (the “Plan”)
      of
      Uranium Energy Corp., a Nevada corporation (the “Company”).

    


    1.2  Purpose

    The
      purpose of the Plan is to enhance the long-term stockholder value of the Company
      by offering opportunities to directors, officers, employees and eligible
      consultants of the Company and any Related Company, as defined below, to acquire
      and maintain stock ownership in the Company in order to give these persons
      the
      opportunity to participate in the Company’s growth and success, and to encourage
      them to remain in the service of the Company or a Related Company.

    


    


    ARTICLE
      2. DEFINITIONS

    


    The
      following terms will have the following meanings in the Plan:

    


    
      	              
              (a)	
              “Board”
                means the Board of Directors of the Company;

            


    

    
 

    
      	 	
              (b)

            	
              “Cause”,
                unless otherwise defined in the instrument evidencing the award or
                in an
                employment or services agreement between the Company or a Related
                Company
                and a Participant, means a material breach of the employment or services
                agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure
                of confidential information or trade secrets, or conviction or confession
                of a crime punishable by law (except minor violations), in each case
                as
                determined by the Plan Administrator, and its determination shall
                be
                conclusive and binding;

            


    

    


    
      	 	
              (c)

            	
              “Code”
                means the United States Internal
                Revenue Code of 1986,
                as amended from time to time;

            


    

    


    
      	 	
              (d)

            	
              “Common
                Shares”
                means the common shares, no par value, of the Company;

            


    

    


    
      	 	
              (e)

            	
              “Consultant
                Participant”
                means a Participant who is defined as a Consultant Participant in
                Article
                5 hereinbelow;

            


    

    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    
      	 	
              (f)

            	
              “Corporate
                Transaction”,
                unless otherwise defined in the instrument evidencing the Option
                or in a
                written employment or services agreement between the Company or a
                Related
                Company and a Participant, means consummation of
                either.

            


    

    


    
      	 	
              (i)

            	
              a
                merger or consolidation of the Company with or into any other corporation,
                entity or person; or

            


    

    


    
      	 	
              (ii)

            	
              a
                sale, lease, exchange or other transfer in one transaction or a series
                of
                related transactions of all or substantially all the Company’s outstanding
                securities or all or substantially all the Company’s assets; provided,
                however, that a Corporate Transaction shall not include a Related
                Party
                Transaction;

            


    

    


    
      	 	
              (g)

            	
              “Disability”,
                unless otherwise defined by the Plan Administrator, means a mental
                or
                physical impairment of the Participant that is expected to result
                in death
                or that has lasted or is expected to last for a continuous period
                of 12
                months or more and that causes the Participant to be unable, in the
                opinion of the Company, to perform his or her duties for the Company
                or a
                Related Company and to be engaged in any substantial gainful
                activity;

            


    

    


    
      	 	
              (h)

            	
              “Employment
                Termination Date”
                means, with respect to a Participant, the first day upon which the
                Participant no longer has an employment or service relationship with
                the
                Company or any Related Company;

            


    

    


    
      	 	
              (i)

            	
              “Exchange
                Act”
                means the United
                States Securities
                Exchange Act of 1934,
                as amended;

            


    

    


    
      	 	
              (j)

            	
              “Fair
                Market Value”
                means the per share value of the Common Shares determined as
                follows:

            


    

    


    
      	 	
              (i)

            	
              if
                the Common Shares are listed on an established stock exchange or
                exchanges
                or the NASDAQ National Market, the closing price per share on the
                last
                trading day immediately preceding such date on the principal exchange
                on
                which it is traded or as reported by NASDAQ;
                or

            


    

    


    
      	 	
              (ii)

            	
              if
                the Common Shares are not then listed on an exchange or the NASDAQ
                National Market, but is quoted on the NASDAQ Small Cap Market, the
                NASDAQ
                electronic bulletin board or the National Quotation Bureau pink sheets,
                the average of the closing bid and asked prices per share for the
                Common
                Shares as quoted by NASDAQ or the National Quotation Bureau, as the
                case
                may be, on the last trading day immediately preceding such date;
                or

            


    

    


    
      	 	
              (iii)

            	
              if
                there is no such reported market for the Common Shares for the date
                in
                question, then an amount determined in good faith by the Plan
                Administrator;

            


    

    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

        -
          -

      

    


    


    
      	 	
              (k)

            	
              “Grant
                Date”
                means the date on which the Plan Administrator completes the corporate
                action relating to the grant of an Option or such later date specified
                by
                the Plan Administrator, and on which all conditions precedent to
                the grant
                have been satisfied, provided that conditions to the exercisability
                or
                vesting of Options shall not defer the Grant
                Date;

            


    

    


    
      	 	
              (l)

            	
              “Incentive
                Stock Option”
                means an Option granted with the intention, as reflected in the instrument
                evidencing the Option, that it qualify as an “incentive stock option” as
                that term is defined in Section 422 of the
                Code;

            


    

    


    
      	 	
              (m)

            	
              “Nonqualified
                Stock Option”
                means an Option other than an Incentive Stock Option;

            


    

    


    
      	 	
              (n)

            	
              “Option”
                means the right to purchase Common Shares granted under Article 7
                hereinbelow;

            


    

    


    
      	 	
              (o)

            	
              “Option
                Expiration Date”
                has the meaning set forth in Article 7.6
                hereinbelow;

            


    

    


    
      	 	
              (p)

            	
              “Option
                Term”
                has the meaning set forth in Article 7.3
                hereinbelow;

            


    

    


    
      	 	
              (q)

            	
              “Participant”
                means the person to whom an Option is granted and who meets the
                eligibility requirements imposed by Article 5 hereinbelow, including
                Consultant Participants as defined in Article
                5;

            


    

    


    
      	 	
              (r)

            	
              “Participant”
                means the person to whom an Option is granted and who meets the
                eligibility requirements imposed by Article 5 hereinbelow, including
                Consultant Participants as defined in Article
                5;

            


    

    


    
      	 	
              (s)

            	
              “Plan
                Administrator”
                has the meaning set forth in Article 3.1
                hereinbelow;

            


    

    


    
      	 	
              (t)

            	
              “Related
                Company”
                means any entity that, directly or indirectly, is in control of or
                is
                controlled by the Company;

            


    

    


    
      	 	
              (u)

            	
              “Related
                Party Transaction”
                means:

            


    

    


    
      	 	
              (i)

            	
              a
                merger or consolidation of the Company in which the holders of Common
                Shares immediately prior to the merger hold at least a majority of
                the
                Common Shares in the Successor Corporation immediately after the
                merger;

            


    

    


    
      	 	
              (ii)

            	
              a
                sale, lease, exchange or other transaction in one transaction or
                a series
                of related transactions of all or substantially all the Company’s assets
                to a wholly-owned subsidiary
                corporation;

            


    

    


    
      	 	
              (iii)

            	
              a
                mere reincorporation of the Company;
                or

            


    

    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    
      	 	
              (iv)

            	
              a
                transaction undertaken for the sole purpose of creating a holding
                company
                that will be owned in substantially the same proportion by the persons
                who
                held the Company’s securities immediately before such
                transaction;

            


    

    


    
      	 	
              (v)

            	
              “Retirement”,
                unless otherwise defined by the Plan Administrator from time to time
                for
                purposes of the Plan, means retirement on or after the individual’s normal
                retirement date under the Company’s 401(k) plan or other similar successor
                plan applicable to salaried
                employees;

            


    

    


    
      	 	
              (w)

            	
              “Securities
                Act”
                means the United States Securities
                Act of 1933,
                as amended;

            


    

    


    
      	 	
              (x)

            	
              “Successor
                Corporation”
                has the meaning set forth in Article 11.3.1 hereinbelow;
                and

            


    

    


    
      	 	
              (y)

            	
              “Vesting
                Commencement Date”
                means the Grant Date or such other date selected by the Plan Administrator
                as the date from which the Option begins to vest for purposes of
                Article
                7.4 hereinbelow.

            


    

    


    ARTICLE
      3. ADMINISTRATION

    


    3.1  Plan
      Administrator

    


    The
      Plan
      shall be administered by the Board or a committee appointed by, and consisting
      of two or more members of, the Board (the “Plan
      Administrator”).
      If
      and so long as the Common Shares are registered under Section 12(b) or
      12(g) of the Exchange Act, the Board shall consider in selecting the members
      of
      any committee acting as Plan Administrator, with respect to any persons subject
      or likely to become subject to Section 16 of the Exchange Act, the provisions
      regarding: (a) “outside
      directors”,
      as
      contemplated by Section 162(m) of the Code and (b) “nonemployee
      directors”,
      as
      contemplated by Rule 16b-3 under the Exchange Act. Committee members shall
      serve
      for such term as the Board may determine, subject to removal by the Board at
      any
      time. At any time when no committee has been appointed to administer the Plan,
      then the Board will be the Plan Administrator.

    


    3.2  Administration
      and Interpretation by Plan Administrator

    


    Except
      for the terms and conditions explicitly set forth in the Plan, the Plan
      Administrator shall have exclusive authority, in its discretion, to determine
      all matters relating to Options under the Plan, including the selection of
      individuals to be granted Options, the type of Options, the number of Common
      Shares subject to an Option, all terms, conditions, restrictions and
      limitations, if any, of an Option and the terms of any instrument that evidences
      the Option. The Plan Administrator shall also have exclusive authority to
      interpret the Plan and the terms of any instrument evidencing the Option and
      may
      from time to time adopt and change rules and regulations of general application
      for the Plan’s administration. The Plan Administrator’s interpretation of the
      Plan and its rules and regulations, and all actions taken and determinations
      made by the Plan Administrator pursuant to the Plan, shall be conclusive and
      binding on all parties involved or affected. 

     

    The
      Plan Administrator may delegate administrative
      duties to such of the Company’s officers as it so determines.


    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    

     

    ARTICLE
      4. STOCK SUBJECT TO THE PLAN

    


    4.1  Authorized
      Number of Shares

    Subject
      to adjustment from time to time as provided in Article 11.1 hereinbelow, the
      number of Common Shares available for issuance under the Plan shall be 7,500,000
      shares.

    


    4.2  Reuse
      of Shares

    


    Any
      Common Shares that have been made subject to an Option that cease to be subject
      to the Option (other than by reason of exercise or settlement of the Option
      to
      the extent it is exercised for or settled in shares) shall again be available
      for issuance in connection with future grants of Options under the Plan. In
      the
      event shares issued under the Plan are reacquired by the Company pursuant to
      any
      forfeiture provision or right of repurchase, such shares shall again be
      available for the purposes of the Plan; provided, however, that the maximum
      number of shares that may be issued upon the exercise of Incentive Stock Options
      shall equal the share number stated in Article 4.1 hereinabove, subject to
      adjustment from time to time as provided in Article 11.1 hereinbelow; and
      provided, further, that for purposes of Article 4.3 hereinbelow, any such shares
      shall be counted in accordance with the requirements of Section 162(m) of the
      Code.

    


    4.3  Limitations

    


    Subject
      to adjustment from time to time as provided in Article 11.1 hereinbelow, not
      more than an aggregate of 7,500,000 shares shall be available for issuance
      pursuant to grants of Stock Options under the Plan.

    


    


    ARTICLE
      5. ELIGIBILITY

    


    An
      Option
      may be granted to any officer, director or employee of the Company or a Related
      Company that the Plan Administrator from time to time selects. An Option may
      also be granted to any consultant, agent, advisor or independent contractor
      who
      provides services to the Company or any Related Company (a “Consultant
      Participant”),
      so
      long as such Consultant Participant: (a) is a natural person or an alter ego
      entity of the natural person providing the services; (b) renders bona
      fide
      services
      that are not in connection with the offer and sale of the Company’s securities
      in a capital-raising transaction; and (c) does not directly or indirectly
      promote or maintain a market for the Company’s securities.

    


    ARTICLE
      6. OPTIONS

    


    6.1  Form
      and Grant of Options

    


    The
      Plan
      Administrator shall have the authority, in its sole discretion, to determine
      the
      type or types of Options to be granted under the Plan. Options may be granted
      singly or in combination. 

    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    


    6.2  Settlement
      of Options

    


    The
      Company may settle Options through the delivery of Common Shares, the granting
      of replacement Options or any combination thereof as the Plan Administrator
      shall determine. Any Option settlement, including payment deferrals or payments
      deemed made by way of the settlement of pre-existing indebtedness from the
      Company, may be subject to such conditions, restrictions and contingencies
      as
      the Plan Administrator shall determine. The Plan Administrator may permit or
      require the deferral of any Option payment, subject to such rules and procedures
      as it may establish, which may include provisions for the payment or crediting
      of interest, or dividend equivalents, including converting such credits into
      deferred stock equivalents.

    


    


    ARTICLE
      7. GRANTS OF OPTIONS

    


    7.1  Grant
      of Options

    


    The
      Plan
      Administrator shall have the authority, in its sole discretion, to grant Options
      as Incentive Stock Options or as Nonqualified Stock Options, which shall be
      appropriately designated.

    


    7.2  Option
      Exercise Price

    


    The
      exercise price for shares purchased under an Option shall be as determined
      by
      the Plan Administrator.

    


    7.3  Term
      of Options

    


    Subject
      to earlier termination in accordance with the terms of the Plan and the
      instrument evidencing the Option, the maximum term of an Option (the
“Option
      Term”)
      shall
      be as established for that Option by the Plan Administrator or, if not so
      established, shall be ten
      years
      from the
      Grant Date.

    


    7.4  Exercise
      of Options

    


    The
      Plan
      Administrator shall establish and set forth in each instrument that evidences
      an
      Option the time at which, or the installments in which, the Option shall vest
      and become exercisable, any of which provisions may be waived or modified by
      the
      Plan Administrator at any time.

    


    The
      Plan
      Administrator, in its sole discretion, may adjust the vesting schedule of an
      Option held by a Participant who works less than “full-time”
as
      that
      term is defined by the Plan Administrator or who takes a Company-approved leave
      of absence. 

    


    


    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    

     

    To
      the
      extent an Option has vested and become exercisable, the Option may be exercised
      in whole or from time to time in part by delivery to the Company of a written
      stock option exercise agreement or notice, in a form and in accordance with
      procedures established by the Plan Administrator, setting forth the number
      of
      shares with respect to which the Option is being exercised, the restrictions
      imposed on the shares purchased under such exercise agreement, if any, and
      such
      representations and agreements as may be required by the Plan Administrator,
      accompanied by payment in full as described in Article 7.5 hereinbelow. An
      Option may be exercised only for whole shares and may not be exercised for
      less
      than a reasonable number of shares at any one time, as determined by the Plan
      Administrator.

    


    7.5  Payment
      of Exercise Price

    


    The
      exercise price for shares purchased under an Option shall be paid in full to
      the
      Company by delivery of consideration equal to the product of the Option exercise
      price and the number of shares purchased. Such consideration must be in
      accordance with the requirements of the Chapter 78 of the Nevada
      Revised Statutes
      and the
      Articles of Incorporation and Bylaws of the Company, must be paid before the
      Company will issue the shares being purchased and must be in a form or a
      combination of forms acceptable to the Plan Administrator for that purchase.
      As
      set forth in Article 6.2 hereinabove, any Option settlement, including payment
      deferrals or payments deemed made by way of the settlement of pre-existing
      indebtedness from the Company, may be subject to such conditions, restrictions
      and contingencies as the Plan Administrator shall determine.

    


    7.6  Post-Termination
      Exercises

    


    The
      Plan
      Administrator shall establish and set forth in each instrument that evidences
      an
      Option whether the Option shall continue to be exercisable, and the terms and
      conditions of such exercise, if the Participant ceases to be employed by, or
      to
      provide services to, the Company or a Related Company, which provisions may
      be
      waived or modified by the Plan Administrator at any time. If not so established
      in the instrument evidencing the Option, the Option shall be exercisable
      according to the following terms and conditions, which may be waived or modified
      by the Plan Administrator at any time:

    


    
      	 	
              (a)

            	
              Except
                as otherwise set forth in this Article 7.6 hereinbelow, any portion
                of an
                Option that is not vested and exercisable on the Employment Termination
                Date shall expire on such date.

            


    

    


    
      	 	
              (b)

            	
              Any
                portion of an Option that is vested and exercisable on the Employment
                Termination Date shall expire on the earliest to occur
                of:

            


    

    


    
      	 	
              (i)

            	
              if
                the Participant’s Employment Termination Date occurs for reasons other
                than Cause, Retirement, Disability or death, the day which is three
                months
                after such Employment Termination
                Date;

            


    

    


    
      	 	
              (ii)

            	
              if
                the Participant’s Employment Termination Date occurs by reason of
                Retirement, Disability or death, the one-year anniversary of such
                Employment Termination Date; and

            


    

     

    
      
        	 	
                (iii)

              	thelast
                day of the Option Term (the “Option
                Expiration Date”).


         

      

       

    

    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    

     

    Notwithstanding
      the foregoing, if the Participant dies after his or her Employment Termination
      Date but while an Option is otherwise exercisable, the portion of the Option
      that is vested and exercisable on such Employment Termination Date shall expire
      upon the earlier to occur of (c) the Option Expiration Date and (d) the one-year
      anniversary of the date of death, unless the Plan Administrator determines
      otherwise.

    


    Also
      notwithstanding the foregoing, in case of termination of the Participant’s
      employment or service relationship for Cause, all Options granted to that
      Participant shall automatically expire upon first notification to the
      Participant of such termination, unless the Plan Administrator determines
      otherwise. If a Participant’s employment or service relationship with the
      Company is suspended pending an investigation of whether the Participant shall
      be terminated for Cause, all the Participant’s rights under any Option shall
      likewise be suspended during the period of investigation. If any facts that
      would constitute termination for Cause are discovered after the Participant’s
      relationship with the Company or a Related Company has ended, any Option then
      held by the Participant may be immediately terminated by the Plan Administrator,
      in its sole discretion.

    


    
      	 	
              (c)

            	
              A
                Participant’s transfer of employment or service relationship between or
                among the Company and any Related Company, or a change in status
                from an
                employee to a consultant, agent, advisor or independent contractor
                or a
                change in status from a consultant, agent, advisor or independent
                contractor to an employee, shall not be considered a termination
                of
                employment or service
                relationship for purposes of this Article 7. Unless the Plan Administrator
                determines otherwise, a termination of employment or service relationship
                shall be deemed to occur if a Participant’s employment or service
                relationship is with an entity that has ceased to be a Related
                Company.

            


    

    


    
      	 	
              (d)

            	
              The
                effect of a Company-approved leave of absence on the application
                of this
                Article 7 shall be determined by the Plan Administrator, in its sole
                discretion.

            


    

    


    
      	 	
              (e)

            	
              If
                a Participant’s employment or service relationship with the Company or a
                Related Company terminates by reason of Disability or death, the
                Option
                shall become fully vested and exercisable for all the shares subject
                to
                the Option. Such Option shall remain exercisable for the time period
                set
                forth in this Article 7.6.

            


    

    


    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    ARTICLE
      8. INCENTIVE STOCK OPTION LIMITATIONS

    


    Notwithstanding
      any other provisions of the Plan, and to the extent required by Section 422
      of
      the Code, Incentive Stock Options shall be subject to the following additional
      terms and conditions:

    


    8.1  Dollar
      Limitation

    


    To
      the
      extent the aggregate Fair Market Value (determined as of the Grant Date) of
      Common Shares with respect to which Incentive Stock Options are exercisable
      for
      the first time during any calendar year (under the Plan and all other 2005
      Stock
      Option Plans of the Company) exceeds $100,000, such portion in excess of
      $100,000 shall be treated as a Nonqualified Stock Option. In the event the
      Participant holds two or more such Options that become exercisable for the
      first
      time in the same calendar year, such limitation shall be applied on the basis
      of
      the order in which such Options are granted. 

    


    8.2  Eligible
      Employees

    


    Individuals
      who are not employees of the Company or one of its parent corporations or
      subsidiary corporations may not be granted Incentive Stock Options.

    


    8.3  Exercise
      Price

    


    The
      exercise price of an Incentive Stock Option shall be at least 100% of the Fair
      Market Value of the Common Shares on the Grant Date, and in the case of an
      Incentive Stock Option granted to a Participant who owns more than 10% of the
      total combined voting power of all classes of the stock of the Company or of
      its
      parent or subsidiary corporations (a “Ten
      Percent Stockholder”),
      shall
      not be less than 100% of the Fair Market Value of the Common Shares on the
      Grant
      Date. The determination of more than 10% ownership shall be made in accordance
      with Section 422 of the Code.

    


    8.4  Exercisability

    


    An
      Option
      designated as an Incentive Stock Option shall cease to qualify for favorable
      tax
      treatment as an Incentive Stock Option to the extent it is exercised (if
      permitted by the terms of the Option):

    


    
      	 	
              (a)

            	
              more
                than three months after the Employment Termination Date if termination
                was
                for reasons other than death or
                disability;

            


    

    


    
      	 	
              (b)

            	
              more
                than one year after the Employment Termination Date if termination
                was by
                reason of disability; or

            


    

    


    
      	 	
              (c)

            	
              after
                the Participant has been on leave of absence for more than three
                months,
                unless the Participant’s reemployment rights are guaranteed by statute or
                contract.

            


    

    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    8.5  Taxation
      of Incentive Stock Options

    


    In
      order
      to obtain certain tax benefits afforded to Incentive Stock Options under Section
      422 of the Code, the Participant must hold the shares acquired upon the exercise
      of an Incentive Stock Option for two years after the Grant Date and one year
      after the date of exercise. 

    


    A
      Participant may be subject to the alternative minimum tax at the time of
      exercise of an Incentive Stock Option. The Participant shall give the Company
      prompt notice of any disposition of shares acquired on the exercise of an
      Incentive Stock Option prior to the expiration of such holding
      periods.

    


    8.6  Code
      Definitions

    


    For
      the
      purposes of this Article 8, “parent
      corporation”,
      “subsidiary
      corporation”
and
      “disability”
shall
      have the meanings attributed to those terms for purposes of Section 422 of
      the
      Code.

    ARTICLE
      9. WITHHOLDING 

    


    9.1  General

    


    The
      Company may require the Participant to pay to the Company the amount of any
      taxes that the Company is required by applicable federal, state, local or
      foreign law to withhold with respect to the grant, vesting or exercise of an
      Option. The Company shall not be required to issue any shares Common Shares
      under the Plan until such obligations are satisfied.

    9.2  Payment
      of Withholding Obligations in Cash or Shares

    


    The
      Plan
      Administrator may permit or require a Participant to satisfy all or part of
      his
      or her tax withholding obligations by:

     

    
      	 	
              (a)

            	
              paying
                cash to the Company;

            


    

     

    
      	 	
              (b)

            	
              having
                the Company withhold from any cash amounts otherwise due or to become
                due
                from the Company to the
                Participant;

            


    

    


    
      	 	
              (c)

            	
              having
                the Company withhold a portion of any Common Shares that would otherwise
                be issued to the Participant having a value equal to the tax withholding
                obligations (up to the employer’s minimum required tax withholding rate);
                or

            


    

    


    
      	 	
              (d)

            	
              surrendering
                any Common Shares that the Participant previously acquired having
                a value
                equal to the tax withholding obligations (up to the employer’s minimum
                required tax withholding rate to the extent the Participant has held
                the
                surrendered shares for less than six
                months).

            


    


    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    ARTICLE
      10. ASSIGNABILITY

    


    Neither
      an Option nor any interest therein may be assigned, pledged or transferred
      by
      the Participant or made subject to attachment or similar proceedings other
      than
      by will or by the applicable laws of descent and distribution, and, during
      the
      Participant’s lifetime, such Options may be exercised only by the Participant.
      Notwithstanding the foregoing, and to the extent permitted by Section 422
      of the Code, the Plan Administrator, in its sole discretion, may permit a
      Participant to assign or transfer an Option or may permit a Participant to
      designate a beneficiary who may exercise the Option or receive payment under
      the
      Option after the Participant’s death; provided, however, that any Option so
      assigned or transferred shall be subject to all the terms and conditions of
      the
      Plan and those contained in the instrument evidencing the Option. 

    


    ARTICLE
      11. ADJUSTMENTS

    


    11.1  Adjustment
      of Shares

    


    In
      the
      event, at any time or from time to time, a stock dividend, stock split,
      spin-off, combination or exchange of shares, recapitalization, merger,
      consolidation, distribution to stockholders other than a normal cash dividend,
      or other change in the Company’s corporate or capital structure, including,
      without limitation, a Related Party Transaction, results in (a) the outstanding
      Common Shares, or any securities exchanged therefor or received in their place,
      being exchanged for a different number or kind of securities of the Company
      or
      of any other corporation or (b) new, different or additional securities of
      the
      Company or of any other corporation being received by the holders of Common
      Shares of the Company, then the Plan Administrator shall make proportional
      adjustments in (i) the maximum number and kind of securities subject to the
      Plan
      and issuable as Incentive Stock Options as set forth in Article 4 hereinabove
      and the maximum number and kind of securities that may be made subject to
      Options and to Options to any individual as set forth in Article 4.3
      hereinbelow, and (ii) the number and kind of securities that are subject to
      any
      outstanding award and the per share price of such securities, without any change
      in the aggregate price to be paid therefor. The determination by the Plan
      Administrator as to the terms of any of the foregoing adjustments shall be
      conclusive and binding. Notwithstanding the foregoing, a dissolution or
      liquidation of the Company or a Corporate Transaction shall not be governed
      by
      this Article 11.1 but shall be governed by Articles 11.2 and 11.3, respectively,
      hereinbelow.

    


    11.2  Dissolution
      or Liquidation

    


    To
      the
      extent not previously exercised or settled, and unless otherwise determined
      by
      the Plan Administrator in its sole discretion, Options shall terminate
      immediately prior to the dissolution or liquidation of the Company. To the
      extent a forfeiture provision or repurchase right applicable to an Option has
      not been waived by the Plan Administrator, the Option shall be forfeited
      immediately prior to the consummation of the dissolution or liquidation.


    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    11.3  Corporate
      Transaction

    


    
      	 	
              (a)

            	
              In
                the event of a Corporate Transaction, except as otherwise provided
                in the
                instrument evidencing an Option (or in a written employment or services
                agreement between a Participant and the Company or Related Company)
                and
                except as provided in subsection (b) hereinbelow, each outstanding
                Option
                shall be assumed or an equivalent option or right substituted by
                the
                surviving corporation, the successor corporation or its parent
                corporation, as applicable (the “Successor
                Corporation”).

            


    

    


    
      	 	
              (b)

            	
              If,
                in connection with a Corporate Transaction, the Successor Corporation
                refuses to assume or substitute for an Option, then each such outstanding
                Option shall become fully vested and exercisable
                with respect to 100% of the unvested portion of the Option. In such
                case,
                the Plan Administrator shall notify the Participant in writing or
                electronically that the unvested portion of the Option specified
                above
                shall be fully vested and exercisable for a specified time period.
                At the
                expiration of the time period, the Option shall terminate, provided
                that
                the Corporate Transaction has
                occurred.

            


    

    


    
      	 	
              (c)

            	
              For
                the purposes of this Article 11.3, the Option shall be considered
                assumed
                or substituted for if following the Corporate Transaction the option
                or
                right confers the right to purchase or receive, for each share of
                Common
                Shares subject to the Option immediately prior to the Corporate
                Transaction, the consideration (whether stock, cash, or other securities
                or property) received in the Corporate Transaction by holders of
                Common
                Shares for each share held on the effective date of the transaction
                (and
                if holders were offered a choice of consideration, the type of
                consideration chosen by the holders of a majority of the outstanding
                shares); provided, however, that if such consideration received in
                the
                Corporate Transaction is not solely Common Shares of the Successor
                Corporation, the Plan Administrator may, with the consent of the
                Successor
                Corporation, provide for the consideration to be received upon the
                exercise of the Option, for each share of Common Shares subject thereto,
                to be solely Common Shares of the Successor Corporation substantially
                equal in fair market value to the per share consideration received
                by
                holders of Common Shares in the Corporate Transaction. The determination
                of such substantial equality of value of consideration shall be made
                by
                the Plan Administrator and its determination shall be conclusive
                and
                binding.

            


    

    


    
      	 	
              (d)

            	
              All
                Options shall terminate and cease to remain outstanding immediately
                following the Corporate Transaction, except to the extent assumed
                by the
                Successor Corporation.

            


    

    


    


    


    


    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    11.4  Further
      Adjustment of Options

    


    Subject
      to Articles 11.2 and 11.3 hereinabove, the Plan Administrator shall have the
      discretion, exercisable at any time before a sale, merger, consolidation,
      reorganization, liquidation or change of control of the Company, as defined
      by
      the Plan Administrator, to take such further action as it determines to be
      necessary or advisable, and fair and equitable to the Participants, with respect
      to Options. Such authorized action may include (but shall not be limited to)
      establishing, amending or waiving the type, terms, conditions or duration of,
      or
      restrictions on, Options so as to provide for earlier, later, extended or
      additional time for exercise, lifting restrictions and other modifications,
      and
      the Plan Administrator may take such actions with respect to all Participants,
      to certain categories of Participants or only to individual Participants. The
      Plan Administrator may take such action before or after granting Options to
      which the action relates and before or after any public announcement with
      respect to such sale, merger, consolidation, reorganization, liquidation or
      change of control that is the reason for such action. 

    


    11.5  Limitations

    


    The
      grant
      of Options shall in no way affect the Company’s right to adjust, reclassify,
      reorganize or otherwise change its capital or business structure or to merge,
      consolidate, dissolve, liquidate or sell or transfer all or any part of its
      business or assets.

    


    11.6  Fractional
      Shares

    


    In
      the
      event of any adjustment in the number of shares covered by any Option, each
      such
      Option shall cover only the number of full shares resulting from such
      adjustment. 

    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    ARTICLE
      12. AMENDMENT AND TERMINATION

    


    12.1  Amendment
      or Termination of Plan

    


    The
      Board
      may suspend, amend or terminate the Plan or any portion of the Plan at any
      time
      and in such respects as it shall deem advisable; provided, however, and only
      if
      applicable, that to the extent required for compliance with Section 422 of
      the
      Code or any applicable law or regulation only, stockholder approval shall be
      required for any amendment that would:

     

    
      	 	
              (a)

            	
              increase
                the total number of shares available for issuance under the
                Plan;

            


    

     

    
      	 	
              (b)

            	
              modify
                the class of employees eligible to receive Options;
                or

            


    

    


    
      	 	
              (c)

            	
              otherwise
                require stockholder approval under any applicable law or
                regulation.

            


    

    


    Any
      amendment made to the Plan that would constitute a “modification”
to
      Incentive Stock Options outstanding on the date of such amendment shall not,
      without the consent of the Participant, be applicable to such outstanding
      Incentive Stock Options but shall have prospective effect only.

    


    12.2  Term
      of Plan

    


    Unless
      sooner terminated as provided herein, the Plan shall terminate ten
      years
      after
      the earlier of the Plan’s adoption by the Board and approval by the
      stockholders.

    


    12.3  Consent
      of Participant

    


    The
      suspension, amendment or termination of the Plan or a portion thereof or the
      amendment of an outstanding Option shall not, without the Participant’s consent,
      materially adversely affect any rights under any Option theretofore granted
      to
      the Participant under the Plan. Any change or adjustment to an outstanding
      Incentive Stock Option shall not, without the consent of the Participant, be
      made in a manner so as to constitute a “modification”
that
      would cause such Incentive Stock Option to fail to continue to qualify as an
      Incentive Stock Option. Notwithstanding the foregoing, any adjustments made
      pursuant to this Article 12 shall not be subject to these restrictions.


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    ARTICLE
      13. GENERAL

    


    13.1  Evidence
      of Options

    


    Options
      granted under the Plan shall be evidenced by a written instrument that shall
      contain such terms, conditions, limitations and restrictions as the Plan
      Administrator shall deem advisable and that are not inconsistent with the
      Plan.

    


    13.2  No
      Individual Rights

    


    Nothing
      in the Plan or any Option granted under the Plan shall be deemed to constitute
      an employment contract or confer or be deemed to confer on any Participant
      any
      right to continue in the employ of, or to continue any other relationship with,
      the Company or any Related Company or limit in any way the right of the Company
      or any Related Company to terminate a Participant’s employment or other
      relationship at any time, with or without Cause. 

    


    13.3  Issuance
      of Shares

    


    Notwithstanding
      any other provision of the Plan, the Company shall have no obligation to issue
      or deliver any Common Shares under the Plan or make any other distribution
      of
      benefits under the Plan unless, in the opinion of the Company’s counsel, such
      issuance, delivery or distribution would comply with all applicable laws
      (including, without limitation, the requirements of the Securities Act), and
      the
      applicable requirements of any securities exchange or similar
      entity.

    


    The
      Company shall be under no obligation to any Participant to register for offering
      or resale or to qualify for exemption under the Securities Act, or to register
      or qualify under state securities laws, any Common Shares, security or interest
      in a security paid or issued under, or created by, the Plan, or to continue
      in
      effect any such registrations or qualifications if made. The Company may issue
      certificates for shares with such legends and subject to such restrictions
      on
      transfer and stop-transfer instructions as counsel for the Company deems
      necessary or desirable for compliance by the Company with federal and state
      securities laws. 

    


    To
      the
      extent the Plan or any instrument evidencing an Option provides for issuance
      of
      stock certificates to reflect the issuance of Common Shares, the issuance may
      be
      effected on a noncertificated basis, to the extent not prohibited by applicable
      law or the applicable rules of any stock exchange. 

    


    13.4  No
      Rights as a Stockholder

    


    No
      Option
      or Stock Option denominated in units shall entitle the Participant to any cash
      dividend, voting or other right of a stockholder unless and until the date
      of
      issuance under the Plan of the shares that are the subject of such
      Option.

    


    


    


    


    



    
      
        --
          2005
          Stock Option Plan --

        --
          Uranium
          Energy Corp.
          --

         

      

      
         

        
          

        

      

      
         

         

      

    


    


    13.5  Compliance
      With Laws and Regulations

    


    Notwithstanding
      anything in the Plan to the contrary, the Plan Administrator, in its sole
      discretion, may bifurcate the Plan so as to restrict, limit or condition the
      use
      of any provision of the Plan to Participants who are officers or directors
      subject to Section 16 of the Exchange Act without so restricting, limiting
      or
      conditioning the Plan with respect to other Participants. Additionally, in
      interpreting and applying the provisions of the Plan, any Option granted as
      an
      Incentive Stock Option pursuant to the Plan shall, to the extent permitted
      by
      law, be construed as an “incentive
      stock option”
within
      the meaning of Section 422 of the Code.

    


    13.6  Participants
      in Other Countries

    


    The
      Plan
      Administrator shall have the authority to adopt such modifications, procedures
      and subplans as may be necessary or desirable to comply with provisions of
      the
      laws of other countries in which the Company or any Related Company may operate
      to assure the viability of the benefits from Options granted to Participants
      employed in such countries and to meet the objectives of the Plan.

    


    13.7  No
      Trust or Fund

    


    The
      Plan
      is intended to constitute an “unfunded”
plan.
      Nothing contained herein shall require the Company to segregate any monies
      or
      other property, or Common Shares, or to create any trusts, or to make any
      special deposits for any immediate or deferred amounts payable to any
      Participant, and no Participant shall have any rights that are greater than
      those of a general unsecured creditor of the Company.

    


    13.8  Severability

    


    If
      any
      provision of the Plan or any Option is determined to be invalid, illegal or
      unenforceable in any jurisdiction, or as to any person, or would disqualify
      the
      Plan or any Option under any law deemed applicable by the Plan Administrator,
      such provision shall be construed or deemed amended to conform to applicable
      laws, or, if it cannot be so construed or deemed amended without, in the Plan
      Administrator’s determination, materially altering the intent of the Plan or the
      Option, such provision shall be stricken as to such jurisdiction, person or
      Option, and the remainder of the Plan and any such Option shall remain in full
      force and effect.

    


    13.9  Choice
      of Law

    


    The
      Plan
      and all determinations made and actions taken pursuant hereto shall be governed
      by the laws of the State of Nevada, U.S.A., without giving effect to principles
      of conflicts of law.

    


    ARTICLE
      14. EFFECTIVE DATE

    


    The
      effective date is December 19, 2005 and as amended on April 10, 2006, being
      the
      date on which the Plan was adopted by the Board. If the stockholders of the
      Company do not approve the Plan within 12 months after the Board’s adoption of
      the


    Plan,
      any
      Incentive Stock Options granted under the Plan will be treated as Nonqualified
      Stock Options.

    
 

    This
      Plan
      is dated and made effective on this 19th
      day of
      December, 2005 and as amended on April 10, 2005.

    


    BY
      ORDER OF THE BOARD OF DIRECTORS OF

    URANIUM
      ENERGY CORP.

    Per:

    “Amir
      Adnani”

    Amir
      Adnani

    President,
      CEO and a director

    __________