Exhibit 10.1
    

    

    

    
      AGREEMENT

    

    
      This Agreement is entered into between Uranium Resources, Inc. (the
      “Company” or “URI”) and David N. Clark (the “Executive”) effective
      September 3, 2009.  The Company and the Executive are referred to in
      this Agreement together as the “Parties” or individually as a “Party.”
    

    
      RECITALS

    

    
      A.        Executive is the President and Chief Executive Officer and a
      Director of the Company.
    

    
      B.        Executive has indicated his desire to retire from the Company
      and requested the Board of Directors to find a suitable replacement.
    

    
      C.        The Board of Directors has identified a suitable replacement
      and, simultaneously with Executive’s resignation of his positions, the
      Board is electing a new President and Chief Executive Officer and a
      Director of the Company.
    

    
      D.        Simultaneously herewith the Executive is resigning as
      President, Chief Executive Officer and Director of the Company.
    

    
      E.        The Parties desire to enter into this Agreement to state the
      terms of the Executive’s resignation.
    

    
      NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
      and agreements contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Parties, intending to be legally bound, hereby agree
      as follows:
    

    
      1.  RESIGNATION.  Executive hereby resigns as
      President, Chief Executive Officer and Director of the Company effective
      6:00 a.m. September 3, 2009.
    

    
      2.  STOCK OPTIONS; RESTRICTED STOCK AND MEDICAL AND OTHER BENEFITS.  The
      Board of Directors and Compensation Committee of the Company’s Board of
      Directors has approved the following enhancements of Executive’s stock
      options and grants of restricted stock:
    

    
      a.  The termination date for the exercise of stock options covering
      57,500 shares of URI common stock granted under the Company’s 2004 Stock
      Incentive Plan at an exercise price of $2.97 per share to Executive on
      October 3, 2006 has been extended to September 3, 2011.
    

    
      b.  The termination date for the exercise of stock options covering
      742,500 shares of URI common stock granted under the Company’s 2004
      Stock Incentive Plan at an exercise price of $2.97 per share to
      Executive on October 3, 2006 has been extended to September 3, 2011.
    

    
      
        

        

      

      
        
          1
        

        
          


        

      

      
        

        

      

    

    
      c.  The stock option covering 50,000 shares of URI common stock granted
      under the 2004 Director's Stock Option Plan at an exercise price of
      $5.13 per share to Executive on June 6, 2006 has been fully vested and
      the termination date for the exercise of such option has been extended
      to September 3, 2011.
    

    
      d.  The vesting dated for the following shares of restricted stock
      issued to the Executive was accelerated such that all such shares are
      fully vested and fully earned on the date hereof:
    

    
      (i)  43,902 shares issued on January 2, 2009;

    

    
      (ii)  50,467 shares issued on April 1, 2009; and

    

    
      (iii) 21,259 shares issued on July 1, 2009.

    

    

    

    
      e.  Continued Salary.  The Company will continue making
      payments of Executive’s salary in accordance with normal payroll
      practices through December 2, 2009.
    

    
      f.  Payment for Accrued Vacation.  The Company will pay
      Executive for 28 days of accrued vacation.
    

    
      g.  Reports and Withholdings. The Parties each agree to
      make all necessary and usual reports and withholdings to the Internal
      Revenue Service, state taxing authorities, similar agencies and the
      Securities and Exchange Commission (including Company filings on Form
      8-K).  The Parties agree to cooperate with one another to ensure that
      all reports and withholdings resulting from this Agreement are properly
      made and performed consistent with their respective intentions.
    

    
      h.  Health and Dental Insurance Benefits.  After the
      effective date of this Agreement and through March 3, 2010, the
      Executive will participate at the Company's sole expense in the
      Company's health and dental insurance plan with benefits equivalent to
      those that would have been available to the Executive if the Executive
      had remained employed with the Company in the position the Executive
      held on September 2, 2009. At such time, the Executive will become
      eligible to continue said insurance coverage on an elective basis as
      permitted by, and subject to, the Consolidated Omnibus Budget
      Reconciliation Act of 1985 (“COBRA”).  The Company shall not charge any
      administrative fees should the Executive determine to continue his
      insurance coverage under COBRA.
    

    
      i.  No Payment or Employee Benefit. The Company shall
      provide to the Executive only the benefits expressly stated in this
      Agreement.
    

    
      3.  CONSULTING SERVICES.  
    

    
      a.  For a six-month period ending March 3, 2010, Executive agrees to
      provide consulting services with respect to matters as shall be
      reasonably requested from time to time by the chief executive officer of
      the Company (but in no event in excess of 40 hours per month), including
      matters related to (i) transition of his duties and responsibilities as
      the Company's chief executive officer to his successor, (ii) strategic
      acquisitions, dispositions, capital raising activities and major
      financings; (iii) compensation matters; and (iv) business strategy
      planning.  The Company will promptly reimburse Executive for all
      reasonable and necessary expenses incurred in the performance of the
      consulting services described in this Agreement.  Executive shall
      provide the consulting services described in this Agreement from his
      home and during regular business hours.  Subject to the exceptions set
      forth in Section 7 hereof, Executive agrees that he shall treat
      confidentially any material, non-public information, trade secrets, or
      proprietary data of the Company that he obtains during the course of
      performing his consulting services under this
      Agreement.  Notwithstanding the Executive’s agreement to provide
      consulting services hereunder, the Executive may engage in such other
      business activities as he in his sole discretion may determine
      (including, but not limited to, on behalf of entities which are or may
      become competitors with the Company).
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
      4.  EXECUTIVE’S RELEASE OF THE COMPANY.
    

    
      a.  General Release.  The Executive, on behalf of
      himself, his heirs, administrators, executors, personal representatives,
      successors, and assigns, forever releases and discharges the Company and
      each of the Company’s directors, officers, shareholders, parents,
      predecessors, successors, assigns, agents, employees, attorneys, and
      representatives from (i) any and all claims and causes of action arising
      before the effective date of this Agreement, whether known or unknown,
      and including, but not limited to, all claims arising out of the
      Executive’s employment with the Company, his resignation from the
      Company, or relating to any act or omission of the Company, (ii) any and
      all agreements between Executive and the Company, which are hereby
      declared to be terminated and of no further force or effect, excluding
      only (A) this Agreement, (B) the stock options and other equity
      compensation awards referenced in this Agreement and (C) provisions
      under the Company’s certificate of incorporation, bylaws or in
      agreements with the Company which entitle Executive to be indemnified
      for matters relating to his serving as a director and/or officer of the
      Company.
    

    
      b.  Specific Release of Statutory and Common Law Claims.  The
      Executive, on behalf of himself, his heirs, administrators, executors,
      personal representatives, successors, and assigns, specifically releases
      the Company, and each of the Company’s directors, officers,
      shareholders, parents, predecessors, successors, assigns, agents,
      employees, attorneys, and representatives, to the extent permitted by
      law from all claims arising under or in connection with the following
      federal and state laws, as amended, and all related regulations:  the
      Sarbanes-Oxley Act of 2002; Americans with Disabilities Act of 1990;
      Title VII of the Civil Rights Act of 1964; Civil Rights Act of 1991;
      Civil Rights Acts of 1866 and 1871; 42 U.S.C. §§ 1981, 1982, 1983 and
      1985; Equal Pay Act of 1963; Fair Labor Standards Act of 1938; Family
      and Medical Leave Act of 1993; National Labor Relations Act; Employee
      Retirement Income Security Act; Occupational Safety and Health Act of
      1970; Rehabilitation Act of 1973; the Texas Commission on Human Rights
      Act; the Texas Labor Code, § 451; the Texas Government Code; and any
      common law or statutory claims for compensation, damages, tort, breach
      of express or implied employment contract, promissory estoppel, unjust
      enrichment, quantum meruit, breach of duty of good faith,
      discrimination, harassment, wrongful discharge, intentional and
      negligent infliction of emotional distress, outrageous conduct,
      defamation, invasion of privacy, intentional interference with
      contractual relations, and for any other damages or injuries incurred on
      the job, in relation to the Employee's employment or incurred as a
      result of loss of employment. Nothing contained in this Agreement will
      release or discharge the Company with respect to any right or claim that
      may arise as a result of this Agreement or after the effective date of
      this Agreement.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
      5.  COMPANY’S RELEASE OF EXECUTIVE. The Company,
      for itself and for anyone who has or who obtains legal rights or claims
      from the Company, releases and discharges the Executive and the
      Executive’s heirs, beneficiaries, successors, executors, administrators,
      assigns, agents, employees, attorneys and representatives from any and
      all claims and causes of action arising before the effective date of
      this Agreement, whether known or unknown, including, but not limited to,
      all claims arising out of the Executive’s employment with the Company or
      relating to any act or omission of the Executive.  Nothing contained in
      this Agreement will release or discharge the Executive with respect to
      any right or claim that may arise after the effective date of this
      Agreement.
    

    
      6.  NO DISPARAGEMENT.  The Parties shall not disparage
      each other.
    

    
      7.  PROTECTION OF TRADE SECRETS.  Executive understands
      and agrees:
    

    
      a.  During the course of his employment with the Company, Executive had
      access to confidential information, including but not limited to, the
      Company's contracts, systems, procedures, budget grids, program resume,
      data bases, reporting manifests, manuals, confidential reports, client
      lists, pricing structure, methods, services, customer preferences,
      payments received by the Company, financial and personnel information
      relating to the Company, its shareholders, directors, officers,
      employees, customers, affiliates and suppliers, and other information
      that is not generally known to the public and which gives the Company an
      advantage over competition which do not know of or use the information
      (hereafter collectively referred to as the "Confidential Information and
      Materials").  The term “Confidential Information and Materials” shall
      not include information, documents or materials of the types listed
      above which: (i) become generally known to the public other than as a
      result of Executive’s breach of the terms of this Agreement; (ii) is
      developed by Executive after the date hereof without using any
      Confidential Information of the Company; or (iii) is disclosed to the
      Executive by a third party whom Executive reasonably believes is under
      no obligation to the Company.  Executive acknowledges that all
      Confidential Information and Materials to which he had access or which
      he learned during his employment were disclosed solely by virtue of his
      employment with the Company and solely for the purpose of assisting in
      and performing his duties for the Company, and acknowledges that all of
      the Confidential Information and Materials was and shall be deemed a
      trade secret for a period of eighteen months following the date hereof.
    

    
      b.  Upon his resignation from employment with the Company, Executive
      shall immediately return to the Company, and shall not use for any
      purpose whatsoever or disclose or retain, any of the Confidential
      Information and Materials.  Executive shall also not take with him any
      products or things embodying any Confidential Information and Materials
      or any original or copies thereof and shall delete or destroy from his
      personal computer any Company databases and records maintained thereon.
      Additionally, Executive shall not convey, transmit, communicate,
      transfer or sell to any person any of the Confidential Information and
      Materials by copies or otherwise.
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
      c.  Executive does not believe such restriction to be an unreasonable
      restraint on any future employment by Executive.  Executive understands
      and agrees that the restrictions are necessary to provide the Company
      with protection for its Confidential Information and Materials.
    

    
      d.  Executive hereby acknowledges that all of the Confidential
      Information and Materials are and shall continue to be the sole and
      exclusive proprietary property of the Company.
    

    
      e.  After his resignation from employment, the Executive shall not,
      without the Company' prior written consent, disclose, directly or
      indirectly, to any person outside the Company, any Confidential
      Information and Materials except as may be required by law..
    

    
       f.  In the event of a breach or a threatened breach by Executive of
      this paragraph 7, the Company, in addition to all other remedies
      available, may, without notice to Executive, apply to any court of
      competent jurisdiction for the entry of an injunction restraining
      Executive from breaching the provisions of this paragraph 7.  The
      Parties agree that injunctive relief is a necessary remedy, in that any
      disclosure, misuse, or failure to return the Confidential Information
      and Materials will result in irreparable harm to the Company.  The
      Executive agrees the Company does not need to post a bond to obtain an
      injunction and waives the Employee's right to require such a
      bond.  Nothing contained in this provision shall be construed as
      prohibiting the Company from pursuing any legal remedies available to
      the Company for such breach of this Agreement, including the recovery of
      damages from the Executive.
    

    
      8.  EXECUTIVE’S ACKNOWLEDGEMENT.  Executive has
      carefully read all of the covenants and restrictions herein and
      acknowledges that the Company has not forced, threatened or by any means
      intimidated him to sign this Agreement.  Executive acknowledges that he
      has been advised by the Company to and has consulted an attorney of his
      choice in reviewing this Agreement prior to signing.  Executive
      acknowledges and agrees that the covenants and restrictions herein are
      necessary for the proper protection of the Company' business.
    

    
      9.  EXECUTIVE’S RETURN OF PROPERTY.  On the
      effective date of this Agreement, the Executive will return to the
      Company all its property in the Executive’s possession and control,
      including all keys, vehicles, portable computers, computer disks,
      documents, records, credit cards and calling cards.
    

    
      10.  GENERAL PROVISIONS.
    

    
      a.  Governing Law and Construction.  This Agreement
      will be governed by and construed in accordance with the laws of the
      State of Texas without reference to its conflict-of-laws
      principles.  This Agreement's final form resulted from review and
      negotiations among the parties and their attorneys, and no part of this
      Agreement should be construed against any party because of
      authorship.  No provision of this Agreement shall be construed against
      either Party on the basis of authorship.
    

    
      b.  Forum for Dispute Resolution; Attorney’s Fees.  If
      any dispute arises among the parties concerning the interpretation or
      performance of any portion of this Agreement which the parties are
      unable to resolve themselves, and any party brings an action against any
      other party seeking a declaratory order, specific performance, damages
      or any other legal or equitable relief based on this Agreement, the
      parties agree that the forum for any such action shall be an appropriate
      federal or state court in Texas having jurisdiction, and further agree
      that the prevailing party in any such action, as determined by the
      court, shall be awarded its reasonable attorneys' fees and costs in
      addition to any relief or judgment the court awards.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
      c.  Entire Agreement; Amendment.  This Agreement
      constitutes the entire agreement between the parties with respect to the
      subject matter contained herein and supersedes any previous oral or
      written communications, representations, understandings or agreements
      with respect thereto.  The terms of this Agreement may be modified only
      in writing, signed by authorized representatives of both parties.
    

    
      d.  Severability.  If any provision of this Agreement
      is declared to be invalid, the parties agree that such invalidity will
      not affect the validity of the remaining provisions of this Agreement,
      and further agree, to the extent possible, to substitute for the invalid
      provision a valid provision that approximates the intent and economic
      effect of the invalid provision as closely as possible.
    

    
      e.  Headings.  The titles of the Sections and
      subsections of this Agreement are for convenience of reference only and
      are not to be considered in construing this Agreement.
    

    
       f.  Notices.  Whenever notice or demand under
      this Agreement is given to or made upon either party by the other party,
      such notice or demand may be given in writing, by depositing it in the
      United States mails, addressed to such party at its address as set forth
      below (or at such other address for a party as shall be specified by
      like notice), with postage thereon prepaid, and any notice or demand so
      mailed shall be deemed to have been given three days following the date
      it was mailed.
    

    

    

    
    	
           
        	
          To Company:
        	
           
        	
          Uranium Resources, Inc.

          
            405 State Highway Bypass 121,
          

          
            Building A, Suite 110
          

          
            Lewisville, TX 75067
          

          
            Telephone: (972) 219-3330
          

          
            Fax: (972) 219-3311
          

        
	

        	

        	

        	
           
        
	

        	
          To Executive:
        	

        	
          
            P.O. Box 1078
          

          
            Woodbury, CT 06798
          

        


    

    
      g.  Counterparts.  This Agreement may be executed in
      counterparts, each of which will be deemed an original, but all of which
      together will constitute the same instrument. 
    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    
      h.  Expenses.  Each of the parties hereto will pay its
      own fees and expenses, including its own counsel fees and accountants'
      fees, incurred in connection with the transactions contemplated by this
      Agreement.
    

    
      i.  Further Assurances.  The parties agree to perform
      all acts and execute all supplementary instruments or documents which
      may be necessary or desirable to carry out the intent and provisions of
      this Agreement.
    

    

    

    

    

    

    

    
      [balance of this page intentionally left blank]
    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, the Company and the Executive have executed this
      Agreement effective as of the date and year set forth in the first
      paragraph of this agreement.
    

    

    

    
    	
          
            URANIUM RESOURCES, INC:
          

        	
           
        	
          
            EXECUTIVE:
          

        
	

        	

        	

        	
           
        
	
          
            By:
          

        	
          
            /s/ Leland O. Erdahl
          

        	

        	
          
            /s/ David N. Clark
          

        
	
          
             
          

        	
          
            Leland O. Erdahl, Chairman Nominating
          

        	
          
             
          

        	
          
            David N. Clark
          

        
	
          
             
          

        	
          
            Committee of the Board of Directors
          

        	

        	

        


    

    
      8