Uranium Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





 

  

	 
	EXECUTIVE SERVICES
      AGREEMENT 
	 


 

 

Between: 

URANIUM ENERGY CORP. 

 

And: 

SCOTT MELBYE 

 

 

 

Uranium Energy Corp. 
500 North
Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471

__________








EXECUTIVE SERVICES AGREEMENT


THIS EXECUTIVE SERVICES AGREEMENT is made and
dated for reference effective as at September 1, 2014, as executed on this 15th
day of December, 2014. 

BETWEEN: 

URANIUM ENERGY CORP., a
company incorporated under the laws of the State of Nevada, U.S.A., and having
an executive office and an address for notice and delivery located at 500 North
Shoreline, Ste. 800N, Corpus Christi, Texas, U.S.A., 78471 

(the “Company”); 

OF THE FIRST PART

AND: 

SCOTT MELBYE, an
individual, having an address for notice and delivery located at 8055 E. Tuffs
Avenue, Suite 400, Denver, Colorado, U.S.A., 80237 

(the “Executive”); 

OF THE SECOND PART 

(the Company and the Executive being
hereinafter singularly also referred to as a “Party” and collectively
referred to as the “Parties” as the context so requires). 

WHEREAS: 

A.          
The Company is a reporting company incorporated under the laws of the State of
Nevada, U.S.A., and has its common shares listed for trading on the NYSE MKT LLC
stock exchange; 

B.          
The Executive has experience in and specializes in providing reporting and
non-reporting companies with valuable management and operational services, and
the Executive is the current Executive Vice President of the Company; 

C.          
The Company is involved in the principal business of acquiring, exploring and
developing various uranium and other resource properties of merit (collectively,
the “Business”); and, as a consequence thereof, the Company is hereby
desirous of continuing to retain the Executive as its Executive Vice President
and the Executive is hereby desirous of accepting such position and providing
related services to the Company as set forth in this Executive Services
Agreement (the “Agreement”); 

D.          
In accordance with the terms and conditions of a certain and underlying letter
agreement, dated for reference effective as of August 28, 2014, as entered into
between the Parties, a copy of which letter agreement being attached hereto as
Schedule “A” (the “Underlying Agreement”); the Parties thereby formalized
the appointment of the Executive as an employee of the Company together with the
provision for certain related management and operational services to be provided
by the Executive to the Company in accordance with the terms and conditions of
the Underlying Agreement and, particular, in the Executive’s then intended role
as the Executive Vice President of the Company; and




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E.          
Since the entering into of the Underlying Agreement, and as contemplated by the
terms of the Underlying Agreement, the Parties have discussed the terms and
conditions of the services that would continue to be provided by the Executive
to the Company and, by entering into this Agreement, the Parties have agreed to
hereby replace, in their entirety, the Underlying Agreement, together with all
such prior discussions, negotiations, understandings and agreements with respect
to the services, all in accordance with the terms and conditions of this
Agreement; 

NOW THEREFORE THIS AGREEMENT WITNESSETH
that, in consideration of the mutual covenants and provisos herein
contained, THE PARTIES AGREE AS
FOLLOWS: 

Article 1 
DEFINITIONS,
INTERPRETATION, SCHEDULE AND ENTIRE AGREEMENT 

1.1         
Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, the
following words and phrases shall have the following meanings: 

	 	(a) 	
      “Agreement” means this Executive Services
      Agreement as may be from time to time supplemented or amended by one or
      more agreements entered into by the Parties pursuant to the applicable
      provisions hereof, together with any Schedules attached hereto;

	 	 	 
	 	(b) 	
      “Arbitration Rules” means the Rules of the
      American Arbitration Association, as may be amended from time to
    time;

	 	 	 
	 	(c) 	
      “Benefits” has the meaning ascribed to it in
      section “4.8” hereinbelow;

	 	 	 
	 	(d) 	
      “Board of Directors” means the Board of Directors
      of the Company as duly constituted from time to time;

	 	 	 
	 	(e) 	
      “Bonus” has the meaning ascribed to it in section
      “4.3” hereinbelow;

	 	 	 
	 	(f) 	
      “Business” has the meaning ascribed to it in
      recital “C.” hereinabove;

	 	 	 
	 	(g) 	
      “Business Day” means any day during which United
      States Chartered Banks are open for business in the City of Corpus
      Christi, State of Texas, U.S.A.;

	 	 	 
	 	(h) 	
      “Company” means Uranium Energy Corp., a company
      incorporated under the laws of the State of Nevada, U.S.A., or any
      successor company, however formed, whether as a result of merger,
      amalgamation or other action;

	 	 	 
	 	(i) 	
      “Company’s Non-Renewal Notice” has the meaning
      ascribed to in section “3.2” hereinbelow;

	 	 	 
	 	(j) 	
      “Effective Date” has the meaning ascribed to in
      section “3.1” hereinbelow;







- 3 - 

	 	(k) 	
      “Effective Termination Date” has the meaning
      ascribed to it in sections “3.2”, “3.3”, “3.4”, “3.5”, “3.6” and “5.3”
      hereinbelow, as the case may be;

	 	 	 
	 	(l) 	
      “Exchange Act”, “Form S-8 Registration
      Statement”, “SEC”, “Registration Statement” and
      “Securities Act” have the meanings ascribed to them in section
      “4.7” hereinbelow;

	 	 	 
	 	(m) 	
      “Executive” means Scott Melbye, an
    individual;

	 	 	 
	 	(n) 	
      “Expenses” has the meaning ascribed to it in
      section “4.5” hereinbelow;

	 	 	 
	 	(o) 	
      “Fee” has the meaning ascribed to it in section
      “4.1” hereinbelow;

	 	 	 
	 	(p) 	
      “General Services” has the meaning ascribed to it
      in section “2.1” hereinbelow;

	 	 	 
	 	(q) 	
      “Initial Term” has the meaning ascribed to it in
      section “3.1” hereinbelow;

	 	 	 
	 	(r) 	
      “Just Cause” means any of the following acts,
      omissions, behavior, or conduct of the Executive: (i) the substantial
      neglect or inattention by the Executive of the Executive’s duties under
      this Agreement, which breach is materially injurious to the Company; (ii)
      the commission of an act of fraud, conversion, misappropriation, or
      embezzlement or any other commission or act by the Executive, where such
      commission or act is punishable by imprisonment, or the Executive’s
      conviction of or entering a guilty plea or plea of no contest with respect
      to a felony or the equivalent thereof; or (iii) the engaging by the
      Executive in conduct that is materially detrimental to the reputation,
      character or standing or otherwise materially injurious to the
    Company;

	 	 	 
	 	(s) 	
      “Indemnified Party” has the meaning ascribed to it
      in section “7.1” hereinbelow;

	 	 	 
	 	(t) 	
      Notice of Termination” has the meaning ascribed to
      it in each of sections “3.3”, “3.4” and “5.3” hereinbelow;

	 	 	 
	 	(u) 	
      “NYSE MKT” means the NYSE MKT LLC stock exchange,
      or any successor stock exchange, however formed, whether as a result of
      merger, amalgamation or other action;

	 	 	 
	 	(v) 	
      “Option” has the meaning ascribed to it in section
      “4.6” hereinbelow;

	 	 	 
	 	(w) 	
      “Option Plan” has the meaning ascribed to it in
      section “4.6” hereinbelow;

	 	 	 
	 	(x) 	
      “Option Share” has the meaning ascribed to it in
      section “4.6” hereinbelow;

	 	 	 
	 	(y) 	
      “Outstanding Expense Reimbursements” has the
      meaning ascribed to it in section “3.2” hereinbelow;

	 	 	 
	 	(z) 	
      “Outstanding Vacation Pay” has the meaning
      ascribed to it in section “3.2” hereinbelow;

	 	 	 
	 	(aa) 	
      “Parties” or “Party” means, individually
      and collectively, the Company, and/or the Executive, as the context so
      requires, together with each of their respective successors and permitted
      assigns as the context so requires;








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	 	(ab) 	“Property” has the meaning ascribed to
      it in section “5.4” hereinbelow; 
	 	  	  
		(ac) 	“Regulatory Approval” means the
      acceptance for filing, if required, of the transactions contemplated by
      this Agreement by the Regulatory Authorities; 
	 	  	  
		(ad) 	“Regulatory Authorities” and
      “Regulatory Authority” means, either singularly or collectively as
      the context so requires, such regulatory agencies who have jurisdiction
      over the affairs of either of the Company and/or the Executive and
      including, without limitation, and where applicable, the United States
      Securities and Exchange Commission, the NYSE MKT and all regulatory
      authorities from whom any such authorization, approval or other action is
      required to be obtained or to be made in connection with the transactions
      contemplated by this Agreement; 
	 	  	  
	 	(ae) 	“Renewal Period” has the meaning
      ascribed to it in section “3.2” hereinbelow; 
	 	  	  
	 	(af) 	“Severance Package” has the meaning
      ascribed to it in section “3.2” 
	 	  	hereinbelow; 
	 	  	  
		(ag) 	“subsidiary” means any company or
      companies of which more than 50% of the outstanding shares carrying votes
      at all times (provided that the ownership of such shares confers the right
      at all times to elect at least a majority of the directors of such company
      or companies) are for the time being owned by or held for that company
      and/or any other company in like relation to that company and includes any
      company in like relation to the subsidiary; 
	 	  	  
		(ah) 	“Underlying Agreement” has the meaning
      ascribed to it in recital “D.” hereinabove; and 
	 	  	  
	 	(ai) 	“Vacation” has the meaning ascribed to
      it in section “4.5” hereinbelow. 


1.2         
Interpretation. For the purposes of this Agreement, except
as otherwise 
expressly provided or unless the context otherwise requires:


	 	(a) 	
      the words “herein”, “hereof” and
      “hereunder” and other words of similar import refer to this
      Agreement as a whole and not to any particular Article, section or other
      subdivision of this Agreement;

	 	 	 
	 	(b) 	
      any reference to an entity shall include and shall be
      deemed to be a reference to any entity that is a permitted successor to
      such entity; and

	 	 	 
	 	(c) 	
      words in the singular include the plural and words in the
      masculine gender include the feminine and neuter genders, and vice
      versa.



1.3         
Schedule. For the purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires, the
following shall represent the Schedule which is attached to this Agreement and
which forms a material part hereof: 

	 	Schedule 	Description of Schedule 
	 	 	 
	 	Schedule “A”: 	Underlying Agreement. 


1.4         
Entire agreement. This Agreement constitutes the entire agreement
to date between the Parties and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties hereto with respect to the subject matter of this Agreement and
including, without limitation, the Underlying Agreement which is hereby
confirmed s superseded, in its entirety, by the terms and conditions of this
Agreement. 




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Article 2 
GENERAL SERVICES AND
DUTIES OF THE EXECUTIVE 


2.1         
General Services. During the Initial Term and any Renewal Period
the Company hereby agrees to retain the Executive as the Executive Vice
President of the Company, and the Executive hereby agrees to be subject to the
direction and supervision of, and to have the authority as is delegated to the
Executive by, the Board of Directors consistent with such position, and the
Executive also agrees to accept such position in order to provide such related
management and operational services as the Board of Directors shall, from time
to time, reasonably assign to the Executive and as may be necessary for the
ongoing maintenance and development of the Company’s various Business interests
during the Initial Term and any Renewal Period (collectively, the “General
Services”); it being expressly acknowledged and agreed by the Parties that
the Executive shall initially commit and provide to the Company the General
Services on a reasonably full-time basis during the Initial Term and any Renewal
Period for which the Company, as more particularly set forth hereinbelow, hereby
agrees to pay and provide to the order and direction of the Executive each of
the proposed compensation amounts as set forth in Articles “4” hereinbelow. 

In this regard it is hereby
acknowledged and agreed that the Executive shall be entitled to communicate with
and shall rely upon the immediate advice, direction and instructions of the
President of the Company, or upon the advice or instructions of such other
director or officer of the Company as the President of the Company shall, from
time to time, designate in times of the President’s absence, in order to
initiate, coordinate and implement the General Services as contemplated herein
subject, at all times, to the final direction and supervision of the Board of
Directors. 

2.2         
 Adherence to rules and policies of the Company. The Executive
hereby acknowledges and agrees to abide by the reasonable rules, regulations,
instructions, personnel practices and policies of the Company and any changes
therein which may be adopted from time to time by the same as such rules,
regulations, instructions, personnel practices and policies may be reasonably
applied to the Executive as an executive officer and an employee of the Company.


Article 3 
INITIAL TERM, RENEWAL
AND TERMINATION 


3.1         
Effectiveness and Initial Term of the Agreement. The initial term
of this Agreement begins on September 1, 2014 (the “Effective Date”) and
ends on February 28, 2016 (the “Initial Term”; that being 18 months from
the Effective Date); provided, however, that the commencement and continuation
of the Initial Term is subject, at all times, to the Company’s receipt, if
required, of Regulatory Approval from each of the Regulatory Authorities within
10 calendar days of the due and complete execution of this Agreement by both
Parties. If said Regulatory Approval is required and not obtained within such
timeframe, then this Agreement will automatically terminate and be deemed null
and void ab initio. 

3.2         
Renewal by the Company after the Initial Term and Severance Package
if not renewed. Subject at all times to sections
“3.3”, “3.4”, “3.5”, “3.6” and “5.3” hereinbelow, this Agreement shall renew
automatically if not specifically terminated in accordance with the following
provisions. If the Company intends to not renew this Agreement, whether at the
end of the Initial Term or any Renewal Period, then the Company will provide
written notice to the Executive (a “Company’s Non-Renewal Notice”) at
least 30 calendar days prior to the end of the Initial Term or the Renewal
Period, as applicable. If the Company fails to provide a Company’s Non-Renewal
Notice at the end of the Initial Term, then this Agreement shall automatically
renew on a one-month to one-month term renewal basis after the Initial Term, or
for such other period as agreed to by the Parties at that time (any such renewal
period, a “Renewal Period”), until terminated by the Company by delivery
of a Company’s Non-Renewal Notice as provided hereinabove. Any such Renewal
Period will be on the same terms and conditions contained herein unless such
terms are modified and agreed to in writing by the Parties in advance. 





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Following delivery of a Company’s Non-Renewal Notice that has
been provided at least 30 calendar days prior to the end of the Initial Term or
Renewal Period as the case may be (in such case, the day immediately following
the final day of such Initial Term or Renewal Period, as applicable, being the
“Effective Termination Date”), (i) the Executive will continue to provide
the General Services until the Effective Termination Date and (ii) the Company
will continue to provide and pay to the Executive all of the amounts otherwise
payable to the Executive under Article “4” hereinbelow until the Effective
Termination Date. In addition to the payment of such amounts by the Company, the
Company shall also pay and provide to the Executive the following amounts and in
the following manner (collectively, the “Severance Package”), subject, at
all times, to the Executive’s ongoing material compliance with the Executive’s
obligations under Article “5” hereinbelow, such ongoing Severance Package
compensation representing the Executive’s clear and unequivocal severance
package for the non-renewal of this Agreement by the Company upon the completion
of the Initial Term or any Renewal Period: 

	 	(a) 	
      any Fees and Bonuses payable by the Company to the
      Executive under Article “4” hereinbelow until the Effective Termination
      Date and payable within 14 calendar days of the Effective Termination Date
      (the “Outstanding Fees and Bonuses”);

	 	 	 
	 	(b) 	
      any Expense payment reimbursements which would then be
      due and owing by the Company to the Executive under this Agreement to the
      Effective Termination Date and, subject to the Executive’s prior
      compliance with the provisions of section “4.5” hereinbelow, payable
      within 14 calendar days of the Effective Termination Date (the
      “Outstanding Expense Reimbursements”);

	 	 	 
	 	(c) 	
      any pro rata and unused Vacation pay which would then be
      due and owing by the Company to the Executive under this Agreement to the
      Effective Termination Date and payable within 14 calendar days of the
      Effective Termination Date (the “Outstanding Vacation
  Pay”);

	 	 	 
	 	(d) 	
      subject to the provisions of sections “4.6” and “4.7”
      hereinbelow, all of the Executive’s then unvested stock Options, together
      with any other options or equity awards granted by the Company to the
      Executive as of the Effective Termination Date, shall immediately vest;
      such that any such stock Options, options and equity awards are then fully
      and immediately exercisable by the Executive; and shall continue to be
      exercisable for a period of 90 calendar days from the Effective
      Termination Date (the “Options Extension”);
and







- 7 - 

	 	(e) 	
      confirmation that all of the Executive’s then Benefits
      coverage would be extended to the Executive for a period ending 90
      calendar days from the Effective Termination Date.



3.3         
Termination without Just Cause by the Company and Severance
Package. Notwithstanding any other provision of this Agreement, this
Agreement may be terminated by the Company without Just Cause at any time during
the Initial Term or any Renewal Period by the Company’s delivery to the
Executive of written notice of its intention to terminate (the “Notice of
Termination” herein). In such case, the “Effective Termination Date”
being the later of the date specified in the Notice of Termination and the date
that is 30 calendar days after the date of delivery of such Notice of
Termination. In any such event (i) the Executive will continue to provide the
General Services until the Effective Termination Date and (ii) the Company will,
subject to the Executive’s ongoing material compliance with the Executive’s
obligations under Article “5” hereinbelow, continue to provide and pay to the
Executive: 

	 	(a) 	
      the entire Severance Package in the manner and in
      accordance with the terms and conditions set forth in section “3.2”
      hereinabove; and

	 	 	 
	 	(b) 	
      an additional severance cash payment equating to any Fees
      that would be due and owing by the Company to the Executive to the end of,
      respectively, either the Initial Term or any then Renewal Period within
      which the Notice of Termination above is provided;



such ongoing compensation representing the Executive’s clear
and unequivocal severance package for the early termination by the Company
without Just Cause under this Agreement prior to the completion of the Initial
Term or any Renewal Period. 

3.4         
Termination by the Executive and Severance Package.
Notwithstanding any other provision of this Agreement, this Agreement may be
terminated by the Executive for any reason at any time during the Initial Term
or any Renewal Period by the Executive’s delivery to the Company of written
notice of its intention to terminate (the “Notice of Termination”
herein). In such case, the “Effective Termination Date” being the later
of the date specified in the Notice of Termination and the date that is 30
calendar days after the date of delivery of such Notice of Termination. In any
such event (i) the Executive will continue to provide the General Services until
the Effective Termination Date and (ii) the Company will, subject to the
Executive’s ongoing material compliance with the Executive’s obligations under
Article “5” hereinbelow, continue to provide and pay to the Executive: 

	 	(a) 	
      the Outstanding Fees and Bonuses in the manner and in
      accordance with the terms and conditions set forth in subsection “3.2(a)”
      hereinabove;

	 	 	 
	 	(b) 	
      the Outstanding Expense Reimbursements in the manner and
      in accordance with the terms and conditions set forth in subsection
      “3.2(b)” hereinabove;

	 	 	 
	 	(c) 	
      the Outstanding Vacation Pay in the manner and in
      accordance with the terms and conditions set forth in subsection “3.2(c)”
      hereinabove; and

	 	 	 
	 	(d) 	
      subject to the provisions of sections “4.6” and “4.7”
      hereinbelow, all of the Executive’s then unvested stock Options (as
      hereinafter defined), together with any other unvested options or equity
      awards granted by the Company to the Executive as of the Effective
      Termination Date, shall immediately terminate; such that any then only
      vested Options, options and equity awards are then fully and immediately
      exercisable by the Executive for a period of 90 calendar days from the
      Effective Termination Date; 








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such ongoing compensation representing the Executive’s clear
and unequivocal severance package for the early termination by the Executive
under this Agreement prior to the completion of the Initial Term or any Renewal
Period; it being acknowledged and agreed that all Benefits will immediately
terminate on such Effective Termination Date. 

3.5         
Termination for disability or death and Severance Package.
Notwithstanding any other provision of this Agreement, this Agreement will
automatically terminate during the Initial Term or any Renewal Period on the
date that is 30 calendar days after either the date of death or disability of
the Executive (in such case, that date being the “Effective Termination
Date”). For purposes of this Agreement, the term “disability” means
that the Executive shall have been unable to provide the General Services
contemplated under this Agreement for a period of 30 calendar days, whether or
not consecutive, during any 360 calendar day period, due to a physical or mental
disability. A determination of disability shall be made by a physician
satisfactory to both the Executive and the Company; provided that if the
Executive and the Company do not agree on a physician, the Executive and the
Company shall each select a physician and those two physicians together shall
select a third physician whose determination as to disability shall be binding
on all Parties. In the event that this Agreement is terminated as a result of
the Executive’s death or disability pursuant to this section, the Company will,
subject to the Executive’s ongoing material compliance with the Executive’s
obligations under Article “5” hereinbelow, continue to provide and pay to the
Executive: 

	 	(a) 	
      the Outstanding Fees and Bonuses in the manner and in
      accordance with the terms and conditions set forth in subsection “3.2(a)”
      hereinabove;

	 	 	 
	 	(b) 	
      the Outstanding Expense Reimbursements in the manner and
      in accordance with the terms and conditions set forth in subsection
      “3.2(b)” hereinabove;

	 	 	 
	 	(c) 	
      the Outstanding Vacation Pay in the manner and in
      accordance with the terms and conditions set forth in subsection “3.2(c)”
      hereinabove; and

	 	 	 
	 	(d) 	
      subject to the provisions of sections “4.6” and “4.7”
      hereinbelow, all of the Executive’s then unvested stock Options (as
      hereinafter defined), together with any other unvested options or equity
      awards granted by the Company to the Executive as of the Effective
      Termination Date, shall immediately terminate; such that any then only
      vested Options, options and equity awards are fully and immediately
      exercisable by the Executive’s estate for a period of one year from the
      Effective Termination Date;



such ongoing compensation representing the Executive’s clear
and unequivocal severance package for the untimely and early termination of this
Agreement prior to the completion of the Initial Term or any Renewal Period by
reason of the Executive’s death or disability. 

3.6         
Termination by the Company with Just Cause. Notwithstanding any
other provision of this Agreement, this Agreement may be terminated by the
Company with Just Cause at any time during the Initial Term or any Renewal
Period by the Company’s delivery to the Executive of written notice of its
intention to terminate (the “Notice of Termination” herein). In such
case, the “Effective Termination Date” being the later of the date
specified in the Notice of Termination and the date that is 30 calendar days
after the date of delivery of such Notice of Termination. In any such event (i)
the Executive will continue to provide the General Services until the Effective
Termination Date and (ii) the Company will, subject to the Executive’s ongoing
material compliance with the Executive’s obligations under Article “5”
hereinbelow, continue to provide and pay to the Executive: 




	 	(a) 	
      the outstanding Fees in the manner and in accordance with
      the terms and conditions set forth in subsection “3.2(a)”
    hereinabove;

	 	 	 
	 	(b) 	
      the Outstanding Expense Reimbursements in the manner and
      in accordance with the terms and conditions set forth in subsection
      “3.2(b)” hereinabove; and

	 	 	 
	 	(c) 	
      the Outstanding Vacation Pay in the manner and in
      accordance with the terms and conditions set forth in subsection “3.2(c)”
      hereinabove;



such ongoing compensation representing the Executive’s clear
and unequivocal severance package for the early termination by the Company with
Just Cause under this Agreement prior to the completion of the Initial Term or
any Renewal Period; it being acknowledged and agreed that all Options (vested
and unvested) and Benefits will immediately terminate on such Effective
Termination Date. 

3.7         
Effect of Termination. Terms of this Agreement relating to
accounting, payments, confidentiality, accountability for damages or claims and
all other matters reasonably extending beyond the terms of this Agreement and to
the benefit of the Parties hereto or for the protection of the Business
interests of the Company shall survive the termination of this Agreement. In
addition, and without limiting the foregoing, each of sections “3.2”, “3.3”,
“3.4”, “3.5”, “3.6”, “3.7” and “5.3” and Articles “9” and “10” herein shall
survive the termination of this Agreement. 

Article 4 
COMPENSATION OF THE
EXECUTIVE 


4.1         
Fee. It is hereby acknowledged and agreed that the Executive shall
render the General Services during the Initial Term and during any Renewal
Period and the Company shall compensate the Executive by way of the payment by
the Company to the Executive, or to the further order or direction of the
Executive as the Executive may determine (in the Executive’s sole and absolute
discretion) and advised to the Company of prior to such payment, of the gross
monthly fee of U.S. $20,833.33 (the “Fee”; being an aggregate yearly fee
of U.S. $250,000.00) . The Company shall pay such Fees to the Executive (or to
the Executive’s designee, as provided above) on a bi-monthly basis, with an
amount equal to one-half of such Fee being paid on each of the fifteenth and
thirtieth day of each month during the Initial Term and any Renewal Period. 

4.2         
Payment of Fee and status as a taxable employee. It is hereby
acknowledged and agreed that the Executive will be classified as a taxable
employee of the Company for all purposes, such that all compensation which is
provided by the Company to the Executive under this Agreement, or otherwise,
will be calculated on a net-of-tax Fee and any benefits basis for which all
statutory taxes will first be deducted by the Company and remitted on behalf of
the Company and the Executive to the appropriate taxing authorities. 

4.3         
Bonus Payments. It is hereby acknowledged that the Board of
Directors will, in good faith, consider the payment of reasonable industry
standard annual bonuses (each being a “Bonus”) based upon the performance
of the Company and upon the achievement by the Executive and/or the Company of
reasonable management objectives to be reasonably established by the Board of
Directors (after reviewing proposals with respect thereto defined by the
Executive prior to the beginning of the relevant Company year). These management
objectives will consist of both financial and subjective goals and will be
specified in writing by the Board of Directors, and a copy will be given to the
Executive prior to the commencement of the applicable year. The payment of any
such Bonus will be payable within 120 calendar days of the ensuing year after
any calendar year commencing on the Effective Date. Any dispute relating to any
Bonus will be resolved by arbitration in accordance with Article “9”
hereinbelow. 





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4.4         
Reimbursement of Expenses. It is hereby acknowledged and agreed
that the Company will reimburse the Executive for all pre-approved direct and
reasonable expenses actually and properly incurred by the Executive for the
benefit of the Company (collectively, the “Expenses”). Such
reimbursements are payable by the Company to the order, direction and account of
the Executive as the Executive may designate in writing, from time to time, in
the Executive’s sole and absolute discretion, as soon as reasonably possible
after the delivery by the Executive to the Company of written substantiation on
account of each such reimbursable Expense. 

4.5         
Paid Vacation. It is hereby also acknowledged and agreed that,
during the Initial Term and any Renewal Period, the Executive is entitled to
four weeks paid vacation (collectively, the “Vacation”), to be taken at a
time or times which are approved by the President of the Company (such approval
not to be unreasonably withheld); provided, however, that the President may take
into account the operational requirements of the Company and the need for the
timely performance by the Executive of the General Services in connection with
such approval; and provided, further, that such weeks shall not be taken
consecutively. Unused Vacation may not be carried over after the completion of
each calendar year during the continuance of this Agreement, and any unused
Vacation will be paid out in cash by the Company to the Executive within 14
calendar days of the end of any such calendar year. 

4.6         
Options. Subject to the following and the provisions of section
“4.7” hereinbelow, it is hereby acknowledged and agreed that the Executive has
already been granted, as contemplated by the Underlying Agreement, however,
subject to the rules and policies of the Regulatory Authorities and applicable
securities legislation and the terms and conditions of the Company’s existing
stock incentive plan (the “Option Plan”), an initial incentive stock
option (the “Option”) to purchase an aggregate of up to 300,000 common
shares of the Company (each an “Option Share”), at an exercise price of
U.S. $1.32 per Option Share, and vesting as to one-quarter of the Option (that
being as to an initial 75,000 Option Shares) on the day which was three months
from the date of grant and vesting as to a further one-quarter of the Option on
each day which was six, 12 and 18 months, respectively, from the date of grant,
and for an entire exercise period of five years commencing on the date of grant.


It is hereby acknowledged that the initial Option granted to
the Executive prior the Effective Date of this Agreement was negotiated as
between the Parties in the context of the stage of development of the Company
existing prior to the Effective Date of this Agreement. Correspondingly, it is
hereby acknowledged and agreed that any Options granted by the Company to the
Executive shall be reviewed and renegotiated at the request of either Party on a
reasonably consistent basis during the Initial Term and any Renewal Period and,
in the event that the Parties cannot agree, then the number of Options shall be
increased on an annual basis by the percentage which is the average percentage
of all increases to management stock options within the Company during the
previous 12-month period; and in each case on similar and reasonable exercise
terms and conditions. Any dispute respecting either the effectiveness or
magnitude of the final number and terms hereunder shall be determined by
arbitration in accordance with Article “9” hereinbelow. 

4.7         
Options subject to the following provisions. In this regard, and
subject also to the following, it is hereby acknowledged and agreed that the
exercise of any such Options shall be subject, at all times, to such vesting and
resale provisions as may then be contained in the Company’s Option Plan and as
may be finally determined by the Board of Directors, acting reasonably.
Notwithstanding the foregoing, however, it is hereby also acknowledged and
agreed that, in the event that this Agreement is terminated in accordance with
either of sections “3.6” or “5.3” herein; such that no Options Extension or any
portion thereof is then available to the Executive; such portion of the within
and remaining Options which shall have then not been exercised on the determined
Effective Termination Date shall, notwithstanding the remaining exercise period
of the Option(s), then be immediately terminated with no right of exercise by
the Executive following such Effective Termination Date. In this regard, and in
accordance with the terms and conditions of each final form of Option agreement,
the Parties hereby also acknowledge and agree that: 




- 11 - 

	 	(a) 	
      Registration of Option Shares under the Options:
      the Company will use reasonable commercial efforts to file with the United
      States Securities and Exchange Commission (the “SEC”) a
      registration statement on Form S-8 (the “Form S-8 Registration
      Statement”) within 90 calendar days after the Effective Date hereof
      covering the issuance of all Option Shares of the Company underlying the
      then issued Options, and such Form S-8 Registration Statement shall comply
      with all requirements of the United States Securities Act of 1933,
      as amended (the “Securities Act”). In this regard the Company shall
      use its best efforts to ensure that the Form S-8 Registration Statement
      remains effective as long as such Options are outstanding, and the
      Executive fully understands and acknowledges that these Option Shares will
      be issued in reliance upon the exemption afforded under the Form S-8
      Registration Statement which is available only if the Executive acquires
      such Option Shares for investment and not with a view to distribution. The
      Executive is familiar with the phrase “acquired for investment and not
      with a view to distribution” as it relates to the Securities Act and the
      special meaning given to such term in various releases of the
  SEC;

	 	 	 
	 	(b) 	
      Section 16 compliance: the Company shall ensure
      that all grants of Options are made to ensure compliance with all
      applicable provisions of the exemption afforded under Rule 16b-3
      promulgated under the Securities and Exchange Act of 1934, as
      amended (the “Exchange Act”). Without limiting the foregoing, the
      Company shall have an independent committee of the Board of Directors
      approve each grant of Options to the Executive and, if required, by the
      applicable Regulatory Authorities and the shareholders of the Company. The
      Company shall file, on behalf of the Executive, all reports required to
      filed with the SEC pursuant to the requirements of Section 16(a) under the
      Exchange Act and applicable rules and regulations;

	 	 	 
	 	(c) 	
      Disposition of any Option Shares: the Executive
      further acknowledges and understands that, without in anyway limiting the
      acknowledgements and understandings as set forth hereinabove, the
      Executive agrees that the Executive shall in no event make any disposition
      of all or any portion of the Option Shares which the Executive may acquire
      hereunder unless and until:




	 	(i) 	
      there is then in effect a “Registration Statement”
      under the Securities Act covering such proposed disposition and such
      disposition is made in accordance with said Registration Statement;
    or

	 	 	 
	 	(ii) 	
      (A) the Executive shall have notified the Company of the
      proposed disposition and shall have furnished the Company with a detailed
      statement of the circumstances surrounding the proposed disposition, (B)
      the Executive shall have furnished the Company with an opinion of the
      Executive’s own counsel to the effect that such disposition will not
      require registration of any such Option Shares under the Securities Act
      and (C) such opinion of the Executive’s counsel shall have been concurred
      in by counsel for the Company and the Company shall have advised the
      Executive of such concurrence; and 








- 12 - 

	 	(d) 	
      Payment for any Option Shares: it is hereby
      further acknowledged and agreed that, during the Initial Term and any
      Renewal Period, the Executive shall be entitled to exercise any Option
      granted hereunder and pay for the same by way of the prior agreement of
      the Executive, in the Executive’s sole and absolute discretion, and with
      the prior knowledge of the Company, to settle any indebtedness which may
      be due and owing by the Company under this Agreement in payment for the
      exercise price of any Option Shares acquired thereunder. In this regard,
      and subject to further discussion as between the Company and the
      Executive, together with the prior approval of the Board of Directors and
      the establishment by the Company of a new Option Plan predicated upon the
      same, it is envisioned that, when the Company is in a position to afford
      the same, the Company may adopt certain additional “cashless exercise”
      provisions respecting the granting and exercise of incentive stock options
      during the continuance of this Agreement.



4.8         
Benefits. It is hereby acknowledged and agreed that, during the
continuance of this Agreement, the Executive shall be entitled to participate
fully in the Company’s current extended health plan (the “Benefits”) at
the Company’s expense for any and all such Benefits from time to time. 

Article 5 
ADDITIONAL OBLIGATIONS
OF THE EXECUTIVE 


5.1         
Reporting. At such time or times as may be required by the Board
of Directors, acting reasonably, the Executive will provide the Board of
Directors with such information concerning the results of the Executive’s
General Services and activities hereunder for the previous month as the Board of
Directors may reasonably require. 

5.2         
Opinions, reports and advice of the Executive. The Executive
acknowledges and agrees that all written and oral opinions, reports, advice and
materials provided by the Executive to the Company in connection with the
Executive’s engagement hereunder are intended solely for the Company’s benefit
and for the Company’s uses only, and that any such written and oral opinions,
reports, advice and information are the exclusive property of the Company. In
this regard the Executive covenants and agrees that the Company may utilize any
such opinion, report, advice and materials for any other purpose whatsoever and,
furthermore, may reproduce, disseminate, quote from and refer to, in whole or in
part, at any time and in any manner, any such opinion, report, advice and
materials in the Company’s sole and absolute discretion. The Executive further
covenants and agrees that no public references to the Executive or disclosure of
the Executive’s role in respect of the Company may be made by the Executive
without the prior written consent of the Board of Directors in each specific
instance and, furthermore, that any such written opinions, reports, advice or
materials shall, unless otherwise required by the Board of Directors, be
provided by the Executive to the Company in a form and with such substance as
would be acceptable for filing with and approval by any Regulatory Authority
having jurisdiction over the affairs of the Company from time to time. 

5.3         
Executive’s business conduct. The Executive warrants that the
Executive shall conduct the business and other activities in a manner which is
lawful and reputable and which brings good repute to the Company, the Company’s
business interests and the Executive. In particular, and in this regard, the
Executive specifically warrants to provide the General Services in a sound and
professional manner as set by the specifications of the Company. In the event
that the Board of Directors has a reasonable concern that the business as
conducted by the Executive is being conducted in a way contrary to law or is
reasonably likely to bring disrepute to the business interests or to the
Company’s or the Executive’s reputation, the Company may require in writing to
the Executive that the Executive make such alterations in the Executive’s
business conduct as the Board of Directors may reasonably require, in its sole
and absolute discretion. If the Executive does not make such alterations in a
reasonable period of time, then the Company, in its sole and absolute
discretion, may terminate this Agreement by providing prior written notice to
the Executive (the “Notice of Termination” herein). In such case, the
“Effective Termination Date” being the later of the date specified in the
Notice of Termination and the date that is 30 calendar days after the date of
delivery of such Notice of Termination. In any such event (i) the Executive will
continue to provide the General Services until the Effective Termination Date
and (ii) the Company will (A) continue to provide and pay to the Executive all
Outstanding Fees and Bonuses payable to the Executive under Article “4”
hereinbelow until the Effective Termination Date and (B) pay to the Executive,
within 14 calendar days of the Effective Termination Date, any amounts owed in
connection with any Outstanding Expense Reimbursements and Outstanding Vacation
Pay. In the event of any debate or dispute as to the reasonableness of the Board
of Directors’ request or requirements, the judgment of the Board of Directors
shall be deemed correct until such time as the matter has been determined by
arbitration in accordance with Article “9” hereinbelow. 




- 13 - 

5.4         
Right of ownership to the business and related Property. The
Executive hereby acknowledges and agrees that any and all Company Business
interests, together with any products or improvements derived therefrom and any
trademarks or trade names used in connection with the same (collectively, the
“Property”), are wholly owned and controlled by the Company.
Correspondingly, neither this Agreement, nor the operation of the business
contemplated by this Agreement, confers or shall be deemed to confer upon the
Executive any interest whatsoever in and to any of the Property. In this regard
the Executive hereby further covenants and agrees not to, during or after the
Initial Term and the continuance of this Agreement, contest the title to any of
the Property interests, in any way dispute or impugn the validity of the
Property interests or take any action to the detriment of the Company’s
interests therein. The Executive acknowledges that, by reason of the unique
nature of the Property interests, and by reason of the Executive’s knowledge of
and association with the Property interests during the Initial Term and any
Renewal Period, the aforesaid covenant, both during the Initial Term of this
Agreement and thereafter, is reasonable and commensurate for the protection of
the legitimate business interests of the Company. As a final note, the Executive
hereby further covenants and agrees to immediately notify the Company of any
infringement of or challenge to any of the Property interests as soon as the
Executive becomes aware of the infringement or challenge. 

In addition, and for even greater certainty, the Executive
hereby assigns to the Company the entire right, title and interest throughout
the world in and to all work performed, writings, formulas, designs, models,
drawings, photographs, design inventions, and other inventions, made, conceived,
or reduced to practice or authored by the Executive or the Executive’s
employees, either solely or jointly with others, during the performance of this
Agreement, or which are made, conceived, or reduced to practice, or authored
with the use of information or materials of the Company either received or used
by the Executive during the performance of this Agreement or any extension or
renewal thereof. The Executive shall promptly disclose to the Company all works,
writings, formulas, designs, models, photographs, drawings, design inventions
and other inventions made, conceived or reduced to practice, or authored by the
Executive or the Executive’s employees as set forth above. The Executive shall
sign, execute and acknowledge, or cause to be signed, executed and acknowledged
without cost to Company or its nominees, patent, trademark or copyright
protection throughout the world upon all such works, writings, formulas,
designs, models, drawings, photographs, design inventions and other inventions;
title to which the Company acquires in accordance with the provisions of this
section. The Executive has acquired or shall acquire from each of the
Executive’s employees, if any, the necessary rights to all such works, writings,
formulas, designs, models, drawings, photographs, design inventions and other
inventions made by such employees within the scope of their employment by the
Executive in performing the General Services under this Agreement. The Executive
shall obtain the cooperation of each such employee to secure to the Company or
its nominees the rights to such works, writings, formulas, designs, models,
drawings, photographs, design inventions and other inventions as the Company may
acquire in accordance with the provisions of this section. The work performed
and the information produced under this Agreement are works made for hire as
defined in 17 U.S.C. § 101. 





- 14 - 

Article 6 
ADDITIONAL OBLIGATIONS
OF THE PARTIES 


6.1         
No conflict by the Executive. Subject to the following exception,
during the Initial Term and any Renewal Period the Executive shall not engage in
any business or activity which reasonably may detract from or conflict with the
Executive’s duties and obligations to the Company as set forth in this Agreement
without the prior written consent of the Company. In this regard it is hereby
acknowledged and agreed by the Parties that the Consultant is presently engaged
as the Vice President of Commercial for Uranium Participation Corp. and, in such
capacity, will be providing various services which will be deemed, under all
circumstances, to not be in conflict with the Executive’s duties and obligations
to the Company hereunder. 

In addition, during the Initial Term and any Renewal Period,
and for a period of three months following the termination of this Agreement in
accordance with either of sections “3.2”, “3.3”, “3.4”, “3.5”, “3.6” or “5.3”
hereunder, the Executive shall not engage in any uranium exploration or
development business or activity whatsoever which reasonably may be determined
by the Board of Directors, in its sole and absolute discretion, to compete with
any portion of the Company’s Business interests as contemplated hereby without
the prior written consent of the Company. 

6.2         
Non-circumvention by the Parties. Each of the Parties hereby
acknowledges and agrees, for a period of three months following the termination
of this Agreement in accordance with either of sections “3.2”, “3.3”, “3.4”,
“3.5”, “3.6” or “5.3” hereunder, not to initiate any contact or communication
directly with either of the other Party or any of its respective subsidiaries,
as the case may be, together with each of the other Party’s respective
directors, officers, representatives, agents or employees, without the prior
written consent of the other Party and, notwithstanding the generality of the
foregoing, further acknowledges and agrees, even with the prior written consent
of the other Party to such contact or communication, to limit such contact or
communication to discussions outside the scope of any confidential information
(as hereinafter determined). 

6.3         
Breach by the Parties. For the purposes of sections “6.1” and
“6.2” herein, the Parties hereby recognize and agree that a breach a Party of
any of the covenants therein contained would result in irreparable harm and
significant damage to the other Party that would not be adequately compensated
for by monetary award. Accordingly, each of the Parties agrees that, in the
event of any such breach, in addition to being entitled as a matter of right to
apply to a Court of competent equitable jurisdiction for relief by way of
restraining order, injunction, decree or otherwise as may be appropriate to
ensure compliance with the provisions hereof, a Party will also be liable to the
other Party, as liquidated damages, for an amount equal to the amount received
and earned by that Party as a result of and with respect to any such breach. The
Parties hereby acknowledge and agree that if any of the aforesaid restrictions,
activities, obligations or periods are considered by a Court of competent
jurisdiction as being unreasonable, the Parties agree that said Court shall have
authority to limit such restrictions, activities or periods as the Court deems
proper in the circumstances. In addition, the Parties further acknowledge and
agree that all restrictions or obligations in this Agreement are necessary and
fundamental to the protection of their respective business interests and are
reasonable and valid, and all defenses to the strict enforcement thereof by the
Parties are hereby waived. 




- 15 - 

6.4         
Confidentiality. Each Party will not, except as authorized or
required by its respective duties and obligations hereunder, reveal or divulge
to any person, company or entity any information concerning the respective
organization, business, finances, transactions or other affairs of the other
Party, or of any of the other Party’s respective subsidiaries, which may come to
the Party’s knowledge during the continuance of this Agreement, and each Party
will keep in complete secrecy all confidential information entrusted to the
Party and will not use or attempt to use any such information in any manner
which may injure or cause loss either directly or indirectly to the other
Party’s respective business interests. This restriction will continue to apply
after the termination of this Agreement without limit in point of time but will
cease to apply to information or knowledge which may come into the public
domain. 

6.5         
Compliance with applicable laws. Each Party will comply with all
U.S., Canadian and foreign laws, whether federal, provincial or state,
applicable to its respective duties and obligations hereunder and, in addition,
hereby represents and warrants that any information which the Party may provide
to any person or company hereunder will, to the best of the Party’s knowledge,
information and belief, be accurate and complete in all material respects and
not misleading, and will not omit to state any fact or information which would
be material to such person or company. 

Article 7 
INDEMNIFICATION AND
LEGAL PROCEEDINGS 


7.1         
Indemnification. The Parties hereby each agree to indemnify and
save harmless the other Party and including, where applicable, their respective
subsidiaries and affiliates and each of their respective directors, officers,
employees, consultants and agents (each such party being an “Indemnified
Party”) harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatever nature or kind
and including, without limitation, any investigation expenses incurred by any
Indemnified Party, to which an Indemnified Party may become subject by reason of
the terms and conditions of this Agreement. 7.2 No
indemnification. This indemnity will not apply in respect of an
Indemnified Party in the event and to the extent that a Court of competent
jurisdiction in a final judgment shall determine that the Indemnified Party was
grossly negligent or guilty of willful misconduct. 7.3 Claim of
indemnification. The Parties agree to waive any right they might have of
first requiring the Indemnified Party to proceed against or enforce any other
right, power, remedy, security or claim payment from any other person before
claiming this indemnity. 

7.4         
Notice of claim. In case any action is brought against an
Indemnified Party in respect of which indemnity may be sought against either of
the Parties, the Indemnified Party will give both Parties prompt written notice
of any such action of which the Indemnified Party has knowledge and the relevant
Party will undertake the investigation and defense thereof on behalf of the
Indemnified Party, including the prompt employment of counsel acceptable to the
Indemnified Party affected and the relevant Party and the payment of all
expenses. Failure by the Indemnified Party to so notify shall not relieve the
relevant Party of such relevant Party’s obligation of indemnification hereunder
unless (and only to the extent that) such failure results in a forfeiture by the
relevant Party of substantive rights or defenses. 





- 16 - 

7.5         
Settlement. No admission of liability and no settlement of any
action shall be made without the consent of each of the Parties and the consent
of the Indemnified Party affected, such consent not to be unreasonable withheld.


7.6         
Legal proceedings. Notwithstanding that the relevant Party will
undertake the investigation and defense of any action, an Indemnified Party will
have the right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel will be at the
expense of the Indemnified Party unless: 

	 	(a) 	
      such counsel has been authorized by the relevant
      Party;

	 	 	 
	 	(b) 	
      the relevant Party has not assumed the defense of the
      action within a reasonable period of time after receiving notice of the
      action;

	 	 	 
	 	(c) 	
      the named parties to any such action include that any
      Party hereto and the Indemnified Party shall have been advised by counsel
      that there may be a conflict of interest between any Party and the
      Indemnified Party; or

	 	 	 
	 	(d) 	
      there are one or more legal defenses available to the
      Indemnified Party which are different from or in addition to those
      available to any Party.



7.7         
Contribution. If for any reason other than the gross negligence or
bad faith of the Indemnified Party being the primary cause of the loss claim,
damage, liability, cost or expense, the foregoing indemnification is unavailable
to the Indemnified Party or insufficient to hold them harmless, the relevant
Party shall contribute to the amount paid or payable by the Indemnified Party as
a result of any and all such losses, claim, damages or liabilities in such
proportion as is appropriate to reflect not only the relative benefits received
by the relevant Party on the one hand and the Indemnified Party on the other,
but also the relative fault of relevant Party and the Indemnified Party and
other equitable considerations which may be relevant. Notwithstanding the
foregoing, the relevant Party shall in any event contribute to the amount paid
or payable by the Indemnified Party, as a result of the loss, claim, damage,
liability, cost or expense (other than a loss, claim, damage, liability, cost or
expenses, the primary cause of which is the gross negligence or bad faith of the
Indemnified Party), any excess of such amount over the amount of the fees
actually received by the Indemnified Party hereunder. 

Article 8 
FORCE
MAJEURE 


8.1         
Events. If either Party is at any time either during this
Agreement or thereafter prevented or delayed in complying with any provisions of
this Agreement by reason of strikes, walk-outs, labor shortages, power
shortages, fires, wars, acts of God, earthquakes, storms, floods, explosions,
accidents, protests or demonstrations by environmental lobbyists or native
rights groups, delays in transportation, breakdown of machinery, inability to
obtain necessary materials in the open market, unavailability of equipment,
governmental regulations restricting normal operations, shipping delays or any
other reason or reasons beyond the control of that Party, then the time limited
for the performance by that Party of its respective obligations hereunder shall
be extended by a period of time equal in length to the period of each such
prevention or delay. 




- 17 - 

8.2         
Notice. A Party shall within three calendar days give notice to
the other Party of each event of force majeure under section “8.1”
hereinabove, and upon cessation of such event shall furnish the other Party with
notice of that event together with particulars of the number of days by which
the obligations of that Party hereunder have been extended by virtue of such
event of force majeure and all preceding events of force majeure.


Article 9 
ARBITRATION



9.1         
Matters for arbitration. Except for urgent matters as necessary to
prevent material harm to a substantive right or asset, the Parties agree that
all questions or matters in dispute with respect to this Agreement shall be
submitted to arbitration pursuant to the terms hereof.

9.2         
Notice. It shall be a condition precedent to the right of any
Party to submit any matter to arbitration pursuant to the provisions hereof that
any Party intending to refer any matter to arbitration shall have given not less
than five business days’ prior written notice of its intention to do so to the
other Parties together with particulars of the matter in dispute. On the
expiration of such five Business Days the Party who gave such notice may proceed
to refer the dispute to arbitration as provided for in section “9.3”
hereinbelow. 

9.3         
Appointments. The Party desiring arbitration shall appoint one
arbitrator, and shall notify the other Parties of such appointment, and the
other Parties shall, within five Business Days after receiving such notice,
appoint an arbitrator, and the two arbitrators so named, before proceeding to
act, shall, within five Business Days of the appointment of the last appointed
arbitrator, unanimously agree on the appointment of a third arbitrator, to act
with them and be chairperson of the arbitration herein provided for. If the
other Parties shall fail to appoint an arbitrator within five Business Days
after receiving notice of the appointment of the first arbitrator, and if the
two arbitrators appointed by the Parties shall be unable to agree on the
appointment of the chairperson, the chairperson shall be appointed in accordance
with the Arbitration Rules. Except as specifically otherwise provided in this
section, the arbitration herein provided for shall be conducted in accordance
with such Arbitration Rules. The chairperson shall fix a time and place in the
City of Corpus Christi, State of Texas, U.S.A., for the purpose of hearing the
evidence and representations of the Parties, and the chairperson shall preside
over the arbitration and determine all questions of procedure not provided for
by the Arbitration Rules or this section. After hearing any evidence and
representations that the Parties may submit, the single arbitrator, or the
arbitrators, as the case may be, shall make an award and reduce the same to
writing, and deliver one copy thereof to each of the Parties. The expense of the
arbitration shall be paid as specified in the award. 

9.4         
Award. The Parties agree that the award of a majority of the
arbitrators shall be final and binding upon each of them. 

Article 10 
GENERAL
PROVISIONS 


10.1        
No assignment. This Agreement may not be assigned by any Party
except with the prior written consent of the other Party. 





- 18 - 

10.2        Notice.
Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be sent by prepaid registered
mail deposited in a recognized post office and addressed to the Party entitled
to receive the same, or delivered to such Party, at the address for such Party
specified on the introductory paragraphs of this Agreement. The date of receipt
of such notice, demand or other communication shall be the date of delivery
thereof if delivered, or, if given by registered mail as aforesaid, shall be
deemed conclusively to be the third Business Day after the same shall have been
so mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the
notice, demand or other communication is actually received by the addressee. Any
Party may at any time and from time to time notify the other Parties in writing
of a change of address and the new address to which notice shall be given to it
thereafter until further change. 

10.3        Time
of the essence. Time will be of the essence of this Agreement. 

10.4        Enurement.
This Agreement will enure to the benefit of and will be binding upon the Parties
and their respective heirs, executors, administrators and assigns. 

10.5        Currency.
Unless otherwise stipulated, all payments required to be made pursuant to the
provisions of this Agreement and all money amount references contained herein
are in lawful currency of the United States. 

10.6        Further
assurances. The Parties will from time to time after the execution of
this Agreement make, do, execute or cause or permit to be made, done or
executed, all such further and other acts, deeds, things, devices and assurances
in law whatsoever as may be required to carry out the purposes of and to give
full force and effect to this Agreement. 

10.7        Representation
and costs. It is hereby acknowledged by each of the Parties hereto that
McMillan LLP, Lawyers – Patent & Trade Mark Agents, acts solely for the
Company, and, correspondingly, that the Executive has been required by each of
McMillan LLP and the Company to obtain independent legal advice with respect to
its review and execution of this Agreement. In addition, it is hereby further
acknowledged and agreed by the Parties hereto that McMillan LLP, and certain or
all of its principal owners or associates, from time to time, may have both an
economic or shareholding interest in and to Company and/or a fiduciary duty to
the same arising from either a directorship, officership or similar relationship
arising out of the request of the Company for certain of such persons to act in
a similar capacity while acting for the Company as counsel. Correspondingly, and
even where, as a result of this Agreement, the consent of each Party to the role
and capacity of McMillan LLP, and its principal owners and associates, as the
case may be, is deemed to have been received, where any conflict or perceived
conflict may arise, or be seen to arise, as a result of any such capacity or
representation, each Party hereto acknowledges and agrees to, once more, obtain
independent legal advice in respect of any such conflict or perceived conflict
and, consequent thereon, McMillan LLP, together with any such principal owners
or associates, as the case may be, shall be at liberty at any time to resign any
such position if it or any Party hereto is in any way affected or uncomfortable
with any such capacity or representation. Each Party to this Agreement will also
bear and pay its own costs, legal and otherwise, in connection with its
respective preparation, review and execution of this Agreement and, in
particular, that the costs involved in the preparation of this Agreement, and
all documentation necessarily incidental thereto, by McMillan LLP, shall be at
the cost of the Company. 

10.8        GOVERNING
LAW; VENUE. THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO ITS
CONFLICTS OF LAW PRINCIPLES) GOVERN ALL MATTERS ARISING OUT OF OR RELATING TO
THIS AGREEMENT, INCLUDING ITS INTERPRETATION, CONSTRUCTION, PERFORMANCE AND
ENFORCEMENT. WITH RESPECT TO ANY MATTERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OTHER THAN THOSE MATTERS REQUIRED TO BE SUBMITTED TO ARBITRATION
PURSUANT TO ARTICLE “9”, ANY PARTY MAY BRING THE RELATED LEGAL ACTION OR
PROCEEDING IN ANY COURT SITTING IN CORPUS CHRISTI, TEXAS, U.S.A. EACH PARTY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS SITTING IN CORPUS CHRISTI,
TEXAS, FOR THE PURPOSES OF ALL SUCH LEGAL ACTIONS AND PROCEEDINGS OTHER THAN
THOSE REQUIRED TO BE SUBMITTED TO ARBITRATION PURSUANT TO ARTICLE “9”. 




- 19 - 

10.9        Severability
and construction. Each Article, section, paragraph, term and provision
of this Agreement, and any portion thereof, shall be considered severable, and
if, for any reason, any portion of this Agreement is determined to be invalid,
contrary to or in conflict with any applicable present or future law, rule or
regulation in a final unappealable ruling issued by any court, agency or
tribunal with valid jurisdiction in a proceeding to which any Party is a party,
that ruling shall not impair the operation of, or have any other effect upon,
such other portions of this Agreement as may remain otherwise intelligible (all
of which shall remain binding on the Parties and continue to be given full force
and effect as of the date upon which the ruling becomes final). 

10.10        Captions.
The captions, section numbers and Article numbers appearing in this Agreement
are inserted for convenience of reference only and shall in no way define,
limit, construe or describe the scope or intent of this Agreement nor in any way
affect this Agreement. 10.11        Counterparts. This Agreement may be
signed by the Parties in as many counterparts as may be necessary, and via
facsimile, e-mail or other means of electronic transmission if necessary, each
of which so signed being deemed to be an original and such counterparts together
constituting one and the same instrument and, notwithstanding the date of
execution, being deemed to bear the Effective Date as set forth in the
introductory paragraph of this Agreement. 

10.12       No
partnership or agency. The Parties have not created a partnership and
nothing contained in this Agreement shall in any manner whatsoever constitute
any Party the partner, agent or legal representative of the other Parties, nor
create any fiduciary relationship between them for any purpose whatsoever. 

10.13       Amendment.
This Agreement may only be amended, modified or supplemented by an agreement in
writing signed by each Party. 

10.14       Consents
and waivers. No consent or waiver expressed or implied by either Party
in respect of any breach or default by the other in the performance by such
other of its obligations hereunder shall: 

	 	(a) 	
      be valid unless it is in writing and stated to be a
      consent or waiver pursuant to this section;

	 	 	 
	 	(b) 	
      be relied upon as a consent to or waiver of any other
      breach or default of the same or any other obligation;

	 	 	 
	 	(c) 	
      constitute a general waiver under this Agreement;
    or

	 	 	 
	 	(d) 	
      eliminate or modify the need for a specific consent or
      waiver pursuant to this section in any other or subsequent
  instance.



 

[Signature page follows] 




- 20 - 

IN WITNESS WHEREOF the Parties have
hereunto set their respective hands and seals as at the execution date first
written above. 

	The COMMON SEAL of 	) 	  
	URANIUM ENERGY CORP., 	) 	  
	the Company herein, was hereunto affixed 	) 	  
	in the presence of: 	) 	(C/S) 
	  	) 	  
	  	) 	  
	/s/ Amir Adnani
      	) 	  
	Authorized Signatory 	) 	  
	  	  	  
	SIGNED, SEALED and DELIVERED by 	) 	  
	SCOTT MELBYE, 	) 	  
	the Executive herein, in the presence of: 	) 	  
	  	) 	  
	  	) 	  
	/s/ Louise
      Melbye 	) 	  
	Witness Signature 	) 	/s/
      Scott Melbye 
	  	) 	                       SCOTT
      MELBYE 
	618 Cliffgate Lane, Castle Rock, CO 80108 	) 	  
	Witness Address 	) 	  
	  	) 	  
	Louise Melbye –
      Homemaker 	) 	  
	Witness Name and Occupation 	) 	  


__________





Schedule A 

This is Schedule “A” to that certain Executive Services
Agreement, dated for reference with an Effective Date of September 1, 2014, as
entered into between Uranium Energy Corp. and Scott Melbye. 

Underlying Agreement 

Refer to the materials attached hereto. 

__________ 

 

 

 





 



	August 28, 2014 	Delivered and via e-mail 


Scott Melbye 
8055 E. Tuffs Avenue,
Suite 400 
Denver, Colorado 80237 


Dear Mr. Melbye: 

Re: 

Uranium Energy Corp. (the “Company”)

Letter of Intent Regarding Proposed Employment


This letter (the “Letter of Intent”) is intended to set
out the basis upon which the Company is prepared to engage you (the
“Employee”) as an employee. Specifically, the Company wishes to set out
in this Letter of Intent the basic terms, if accepted by the Employee, upon
which the Company is prepared to enter into a formal agreement (the “Formal
Agreement”) between the Company and the Employee with respect to the terms
of employment of the Employee by the Company.

The Formal Agreement shall have, among other terms to be agreed
to by and between the Company and the Employee, the following terms: 

	
  The initial term (the “Initial Term”) of the Formal Agreement shall
  be 18 months. 

  
	
  The Company shall compensate the Employee as follows: (i) the Company shall
  pay the Employee an annual cash fee of US$250,000 (that is, US$375,000 over
  the 18-month Initial Term), to be paid in equal monthly installments
  (US$20,833.33 to be paid upon the effective date of the Formal Agreement (the
  “Effective Date”) and US$20,833.33 to be paid each month in advance
  thereafter on the monthly anniversary of the Effective Date until the
  expiration of the Initial Term); and (ii) on the Effective Date, the Company
  shall grant to the Employee options (the “Options”) to purchase 300,000
  shares of the Company’s common stock, exercisable at the closing market price
  of the Company’s common shares on the business day immediately preceding the
  Effective Date, and vesting over an 18 month period (1/4 vesting upon the
  Effective Date, a further 1/4 vesting six months after the Effective Date, a
  further 1/4 vesting twelve months after the Effective Date, and the final 1/4
  vesting eighteen months after the Effective Date). 

  
	
  The Company will, in good faith, consider the payment of a discretionary
  bonus to the Employee based on performance. 

  
	
  The Employee shall be entitled to the compensation set forth above, even if
  the Formal Agreement is terminated by the Company prior to the end of the
  Initial Term (unless the Company terminates the Formal Agreement for cause, in
  which case the Employee shall only be entitled to such cash compensation paid
  to or owing to the Employee as of the termination date and such Options that
  have vested as of the termination date). If the Employee is terminated by the
  Company without cause prior to the end of the Initial Term, all unvested
  Options shall immediately vest, and the Employee shall have the right to
  exercise any or all of the Options within 90 days after the termination
  date.



	Suite 320 - 1111 W.
      Hastings St. Vancouver BC V6E 2J3 | t (866) 748 1030 f (604) 682 3591
  www.uraniumenergy.com NYSE MKT: UEC 







 
	
  The Company shall reimburse the Employee for all pre-approved direct and
  reasonable expenses actually and properly incurred by the Employee for the
  benefit of the Company. 

  
	
  The Employee shall be eligible to participate in the Company’s health
  insurance benefits plan to participate in the Company’s 401(k) plan.




This Letter of Intent is not intended to be a binding offer or
to be a complete statement of the terms and conditions of the Formal Agreement
referred to above, or to create any legally enforceable obligations of the
parties. 

If the foregoing is acceptable to you, please so indicate by
executing this Letter of Intent, faxing or emailing a copy and returning the
original signed to the undersigned. Upon receipt of your acceptance and
agreement, the Company will prepare the Formal Agreement referenced above. 

Yours very truly, 

Uranium Energy Corp. 

/s/ Amir Adnani 

Per: Amir Adnani, President and CEO of the Company 

ACCEPTANCE AND AGREEMENT 

The foregoing is hereby accepted and agreed to by the
undersigned this 28th day of August, 2014. 

Signature: /s/ Scott Melbye 
Name:
Scott Melbye 

	Suite 320 - 1111 W.
      Hastings St. Vancouver BC V6E 2J3 | t (866) 748 1030 f (604) 682 3591
  www.uraniumenergy.com NYSE MKT: UEC