EXHIBIT 10.01


                           URANIUM ENERGY CORPORATION
                           __________________________


09/16/05

Mr. T. H. Ward, Jr.
Harry A. Moore Trust
1924 NW 157th St
Edmond, OK 73013-1428

RE:  Option to Acquire Drill Data currently owned by the Harry A. Moore Trust

Dear Mr. Ward:

I received the executed Option Agreement in Friday evening's mail (9/16/05) and
am, by return mail, enclosing a check in the amount of five thousand ($5,000.00)
dollars as the initial payment required by the Option Agreement.

Additionally, As per our phone conversation of September 13, 2005, It is
mutually agreed, that as no Production Royalties are possible on prospects
(leases) covered by drill data owned by the Trust, and subject to the above
referenced executed Option Agreement between the Harry A. Moore Trust and
Uranium Energy Corp., that upon final execution of the Option Agreement, Uranium
Energy Corp. will issue fifty thousand (50,000) shares of Uranium Energy Corp.
stock to the Harry A. Moore Trust as additional compensation.

I will contact you in the next few days to make arrangements to review the data.
The due diligence period set forth in the Option Agreement is for a period of
sixty days (60) from the execution date (9/13/05).

Thank you for your kind assistance in completing the Option Agreement. I look
forward to meeting you and reviewing the Trust's drill information.

Sincerely,

/s/ R. RENEAU

Randall R. Reneau
Chief Geologist / Director

(Fax CC: Amir Adnani, CEO)




                   9302 MYSTIC OAKS TRAIL, AUSTIN, TEXAS 78750
                       PH. 512-258-8969, FX. 512-233-2531
                           EMAIL: METHOW@SBCGLOBAL.NET

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                              URANIUM ENERGY CORP.
                              ____________________


    318 Homer Street, Suite 401, Vancouver, British Columbia, Canada, V6B 2V2
                  Phone: (604) 682-9775 and Fax: (604) 682-3591
             _______________________________________________________


September 12, 2005

HARRY A. MOORE TRUST

1924 NW 157th St., Edmond, Oklahoma, U.S.A., 73013
ATTENTION:        MR. TOM WARD

Dear Sir:

Re:      OPTION TO ACQUIRE A 100% INTEREST IN CERTAIN ASSETS OF THE OPTIONOR

         It has been represented to Uranium Energy Corp. (the "Optionee") by Mr.
Brad A. Moore that the "Harry A. Moore Trust"  (collectively,  the  "Optionor"),
owns certain drill and assay data respecting certain  prospective tracts located
in Goliad,  Waller,  Duval and McMullen  Counties,  Texas, which were previously
drilled and/or leased by the Optionor (collectively, the "Assets").

         The purpose of this letter is to summarize  the mutual  intentions  and
understandings of the Optionor and the Optionee  regarding,  among other things,
the proposed granting by the Optionor to the Optionee of an option to acquire an
undivided 100% legal,  beneficial and registerable interest in and to the Assets
herein (the "Option").  This letter is a "letter of intent" which summarizes the
basis upon which the parties are prepared to  negotiate  with a view to entering
into a binding Option or other form of agreement. This letter, however, does not
create a contract or impose  obligations  on the parties other than as set forth
in sections 4, 5 and 6 below provided that it is  acknowledged  that this letter
supersedes  and  replaces all prior  agreements  or  understandings  between the
parties hereto.

         It is  acknowledged  that the Optionee has been  provided  with certain
information  which  describes  the  business,  assets,  financial  and operating
history  and  condition  and  prospects  of the  Optionor  and its Assets  (such
information   is  herein   referred  to,   collectively,   as  the   "Disclosure
Information").  The  transaction  summarized  in this  letter  assumes  that the
Disclosure  Information  is accurate and  complete in all material  respects and
that the Optionee is relying on such  Disclosure  Information  as a condition of
its  providing  and entering  into this letter with the Optionor with respect to
its proposed Option.

1.       SUMMARY OF THE OPTION AND TRANSACTION

1.1 OPTION AND PURCHASE  PRICE: In order to keep the right and Option granted to
the  Optionee in respect of the Assets in good  standing and in force and effect
during the Option period hereof (the "Option Period"); the Option Period being a
period of 90 calendar days from the Effective Date (as  hereinafter  defined and
determined)  hereof;  the Optionee  shall be obligated to provide the  following

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                                      -2-


non-refundable cash payments (each a "Non-Refundable Payment") and the following
final  purchase  price cash payment (the "Final  Purchase  Price  Payment";  the
Non-Refundable   Payments  and  the  Final   Purchase   Price   Payment   being,
collectively,  the  "Purchase  Price"  herein) to the Optionor in the  following
manner prior to the end of the Option Period in this instance:

     (a)  Non-Refundable  Payments:  pay  to  the  order  and  direction  of the
          Optionor the  following  Non-Refundable  Payments in the  aggregate of
          U.S. $15,000.00 during the Option Period and in the following manner:

          (i)  an initial  Non-Refundable  Payment of U.S.  $5,000.00 within two
               calendar  days  of the  execution  date  of  this  letter  by the
               Optionor (the "Effective Date"); and

          (ii) the final  Non-Refundable  Cash Payment of U.S.  $10,000.00 on or
               before  the  end of  the  Optionee's  Due  Diligence  Period  (as
               hereinafter defined and determined); and

     (b)  Final Purchase  Price  Payment:  pay to the order and direction of the
          Optionor  a  Final  Purchase  Price  Payment  in the  amount  of  U.S.
          $135,000.00 on or before the end of the Option Period.

1.2  TERMINATION OF OPTION:  The Option shall terminate upon  10-calendar  days'
prior written notice being first being provided by the Optionor to the Optionee:

     (a)  if the  Optionee  fails  to make  any of the  required  Non-Refundable
          Payments to the order and direction of the Optionor in accordance with
          paragraph  1.1(a)  hereinabove  within the time  periods  specified in
          paragraph 1.1(a); or

     (b)  if the  Optionee  fails  to make the  required  Final  Purchase  Price
          Payment to the order and direction of the Optionor in accordance  with
          paragraph  1.1(b)  hereinabove  within the time  period  specified  in
          paragraph 1.1(b).

1.3 RIGHT OF OPTIONEE TO TERMINATE  OPTION:  Prior to the exercise of the Option
the Optionee may  terminate the Option by providing a notice of  termination  to
the Optionor in writing of its desire to do so at least five calendar days prior
to its  decision to do so.  After such  five-calendar  days' period the Optionee
shall have no further  obligations,  financial or otherwise,  under this letter,
except that the provisions of section 1.5 hereinbelow  shall become  immediately
applicable  to the Optionee upon  providing  such notice of  termination  to the
Optionor.

1.4 TERMINATION OF OPTION AND NO INTEREST  ACQUIRED IN THE ASSETS: If the Option
is so terminated in  accordance  with either of sections 1.2 or 1.3  hereinabove
then the  Optionee  shall have no right,  entitlement  or  interest,  legally or
equitably,  in  and to any of the  Assets,  and  the  Non-Refundable  Payment(s)
theretofore  made  to  the  Optionor  by  the  Optionee  shall  continue  to  be
non-refundable for which the Optionee shall have no recourse whatsoever.

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                                      -3-

1.5  OBLIGATIONS  UPON  TERMINATION  OF THE OPTION:  If the Option is terminated
otherwise than upon the exercise thereof,  then the Optionee shall deliver at no
cost to the Optionor within 30 calendar days of such  termination  copies of all
reports, maps, assay results and other relevant technical data compiled by or in
the  possession  of the Optionee with respect to the  interests  comprising  the
Assets and not theretofore already furnished to the Optionor.

1.6 DEEMED EXERCISE OF OPTION: At such time as the Optionee has made each of the
required  Purchase  Price payments in accordance  with section 1.1  hereinabove,
within the Option  Period and the time periods as specified in section 1.1, then
the  Option  shall be deemed to have been  exercised  by the  Optionee,  and the
Optionee shall have thereby, in accordance with the terms and conditions of this
letter and without any further act required on its behalf, acquired an undivided
100%  legal,  beneficial  and  registerable  interest  in and  to the  interests
comprising the Assets.

2.       DUE DILIGENCE INVESTIGATIONS

2.1  From  the  Effective  Date  hereof  and for a period  of 60  calendar  days
thereafter the Optionee may conduct due diligence  investigations  in respect of
the  Optionor  and its Assets  (such  period in time being the  "Optionee's  Due
Diligence Period" herein). For purposes of such investigations the Optionor will
give to the Optionee and its agents and  representatives  as soon as  reasonably
practicable  after the  Effective  Date hereof full access to its Assets and all
books,  records,  financial and operating data and other information  concerning
the Assets as the Optionee  and its agents and  representatives  may  reasonably
request.  If, at any time  during  the  Optionee's  Due  Diligence  Period,  the
Optionee determines that it is not satisfied,  in its sole discretion,  with the
results  of  such  investigations,   it  may  elect  not  to  proceed  with  the
transactions  contemplated hereby. In such instance the Optionee will notify the
Optionor of such fact and thereupon  this letter will  terminate and the parties
hereto will have not further  obligations  hereunder  except the obligations set
forth in section 4 below.

3.       NEGOTIATION AND EXECUTION OF DEFINITIVE AGREEMENT

3.1 While the Optionee is conducting the due diligence  investigations described
in section 2 above the Optionor and the Optionee will negotiate in good faith to
complete  and  execute  a  definitive   agreement   and  related   documentation
(collectively,  the "Agreement")  setting out in detail the terms and conditions
of the Option arising  herefrom.  The Agreement will  incorporate  the terms and
conditions  set out in this letter  together with all other terms and conditions
as the  parties  or  their  legal  advisors  consider  necessary  or  desirable,
including standard representations,  warranties and covenants,  indemnities from
the parties  relating  to such  representations,  warrants  and  covenants,  and
conditions to closing. In particular, and without limiting the generality of the
foregoing, the parties shall structure the Option and negotiate the Agreement in
a manner which is tax advantageous to each of the parties hereto. If each of the
Optionor and the Optionee are satisfied  with the results of their due diligence
investigations,  it is intended that  negotiations of the terms of the Agreement
and execution of the Agreement will be effective  within 60 calendar days of the
Effective Date hereof;  provided,  however,  that it is hereby acknowledged that
the  Agreement  may  be  subject  to the  prior  acceptance  of  the  respective
shareholders  of parties  hereto  and such  regulatory  authorities  as may have
jurisdiction over the affairs of the parties hereto.

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                                      -4-


4.       TRANSACTION COSTS

4.1 Each of the parties will be responsible  for all costs  (including,  but not
limited  to,  legal fees and  expenses)  incurred by it in  connection  with the
transactions  contemplated  hereby.  The  obligations  of the parties under this
section 4 will survive the termination of this letter.

5.       CONFIDENTIALITY AGREEMENTS

5.1 As soon as reasonably  practicable after the Effective Date and prior to the
end of the  Option  Period the  Optionor  and the  Optionee  will use their best
efforts  to  prevent   public   disclosure  or  knowledge  of  the   transaction
contemplated hereby,  without the prior approval of the other, and will maintain
the  confidentiality  of  the  negotiations  regarding  such  transaction.   The
foregoing  will not restrict or otherwise  affect the right of any such party to
make or permit any disclosure:

     (a)  which, in its opinion, is reasonably  necessary or desirable for it to
          carry out and give full  effect to the  terms,  provisions  and intent
          hereof and the transaction contemplated hereby;

     (b)  to  consultants,  legal  advisors,  financial  institutions,  business
          associates  and others  provided  such  disclosure is not intended for
          broad dissemination to the public;

     (c)  in the case of the Optionee, which the legal advisors for the Optionee
          advise is required or advisable to ensure  compliance  with applicable
          securities laws and regulations; or

     (d)  as may be required by law.

6.                EXCLUSIVE DEALING

6.1 As an  inducement  to  the  Optionee  to  proceed  with  the  due  diligence
investigations and the Non-Refundable  Cash Payments described in sections 1 and
2 above and to proceed  with the  preparation  of the  Agreement,  the  Optionor
hereby agrees with the Optionee to deal  exclusively  and in confidence with the
Optionee  in  respect  of the  matters  set out  herein  and to take no  action,
directly  or  indirectly,  which  would  impair the  ability of the  Optionor to
complete the transactions  contemplated hereby and, without  limitation,  hereby
agrees and undertakes that,  unless consented to in writing by the Optionee,  it
will not at any time prior to the earlier of the end of the Option Period or the
termination of the Option,  if  applicable,  enter into,  negotiate,  solicit or
knowingly encourage or participate in, any negotiations or discussions  relating
to any disposition of all or any interest in and to any of its Assets.

7.       ASSIGNMENT

7.1 Notwithstanding  anything else contained herein, it is acknowledged that the
Optionee may assign its rights and obligations herein with respect to the Option
or any portion thereof to any other entity, by way of any arrangement including,
without  limitation,  an  additional  option or joint  venture in respect of the
development of the Assets,  and in such instance the Agreement  contemplated  by
section 3 herein would be  negotiated  and entered into between the Optionee and
such entity.

                                      -5-

<PAGE>


8.       GENERAL

8.1  OBLIGATIONS:  Other than the  obligations  set forth in sections 4, 5 and 6
above,  the parties  will not be  obligated  in any manner  with  respect to the
transaction  contemplated  hereby  (including  obligations  to negotiate in good
faith) unless and until the Agreement is executed by the parties.

8.2 PROPER LAW:  This letter of intent  will be  governed  by and  construed  in
accordance  with the laws of the  State of  Nevada.  The  parties  submit to the
jurisdiction  of the courts of the State of Nevada  with  respect to any matters
arising out of this letter of intent.

8.3  COUNTERPARTS:  This  letter  of intent  may be  executed  in any  number of
counterparts,  by facsimile or otherwise, each of which shall be deemed to be an
original  and all of  which  together  shall  be  deemed  to be one and the same
document.

         Please   confirm   that  this   letter   accurately   sets  forth  your
understanding  of the terms of the proposed  transaction  and the other  matters
discussed herein, by signing a copy of this letter below and returning it to us.
Upon our receipt we confirm that we will  immediately seek Board approval to the
general   terms  of  this  letter  and  move  forward  with  our  due  diligence
investigations  respecting  the  Optionor  and  its  Assets.  As the  terms  and
conditions  respecting  our proposed  offer to acquire an Option as set forth in
this  letter are  extremely  sensitive  and  confidential,  we confirm  that the
contents of this letter  should not be disclosed to any third party  without our
prior written approval.  In addition,  and as we are now ready, willing and able
to perform upon the terms contained  herein, we confirm that the offer contained
in this  letter is open for  acceptance  by the  Optionor  only  until 5:00 p.m.
(Vancouver time) on Friday,  August 26, 2005, failing the Optionor's  acceptance
of which our offer and the  contents of this letter will be deemed null and void
and of no further  force and effect  whatsoever.  In the  interim,  and while we
await the Optionor's response, we remain,

Yours very truly,


URANIUM ENERGY INC.



Per:     /s/ R. RENEAU
         ___________________________
             Authorized Signatory


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                                      -6-


ACCEPTED on this  13  day of September 2005, by the Optionor:
                 ____

Harry A. Moore Trust



Per:   __________________________________
       Michele Hughes, Co-Trustee



       __________________________________
       T. H. Ward, Jr., Co-Trustee