Exhibit 10.2
    

    

    

    
      URANIUM RESOURCES, INC.
405
      State Highway Bypass 121,

      Building A, Suite 110
Lewisville,
      TX  75067

    

    

    

    

    

    
      September 3, 2009

    

    
      D. C. Ewigleben

    

    
      Dear Don:
    

    
      This letter is provided for the purpose of stating the terms of your
      employment with Uranium Resources Inc., (URI) its subsidiaries, related
      companies or its successor in interest collectively referred to herein
      as URI.  The terms include provisions regarding any applicable bonus
      under regular compensation programs or special bonus arrangements.
    

    
      1.  Position: President, CEO & COO
    

    
      2.  Annual Salary: $350,000 payable in 26 installments.
    

    
      3.  Sign On Bonus: 100,000 RSU’s - Granted on
      commencement of employment, vesting on the six month anniversary of the
      commencement of employment.
    

    
      4.  Performance Based Annual Cash Incentive Compensation –
      An annual cash bonus target of 60% of the base annual salary will be
      included as part of the annual compensation for this position. The
      performance based annual cash bonus is awarded at the discretion of the
      compensation committee of the Board of Directors and will be based on
      annual performance objectives. Additionally, and at the discretion of
      the compensation committee of the Board of Directors a performance based
      non-cash bonus equal to an amount up to 40% of the base annual salary
      may be paid in 60 day vesting RSU’s for performance above and beyond the
      annual performance objectives.
    

    
      5.  Long Term Performance Based Incentive Compensation – Granted
      on the commencement of employment will be 300,000 RSU’s vesting over a
      three-year period in equal one-third amounts based on long term
      performance metrics as follows:
    

    	
        Stock price performance relative to peer group as defined in company
        proxy.
      
	
        Maintaining a “best in class” safety environment for all employees.
      
	
        Achieving an environmental performance record in full compliance with
        Federal, State and local standards.
      
	
        Delivery of a strategic plan that becomes adopted by the Board of
        Directors.
      
	
        Successfully completing a financing that avoids a “going concern”
        issue.
      


    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      The performance metrics will each have a 20% weighting and each is
      subject to an all or nothing threshold except for the stock price
      performance metric which is subject to a 90% threshold.
    

    
      6.   Stock Ownership Target – Three times the
      amount of the annual salary within five       years.
    

    
      7.  Term of Employment – A two-year employment contract.
    

    
      8.  Termination of Employment Other than by Voluntary Resignation,
      Retirement or for Good and Sufficient Cause.
    

    
      If your employment with URI or any affiliate is terminated for any
      reason other than your voluntary resignation, retirement or good and
      sufficient cause URI will:
    

    
      (a)  Pay to you, in lieu of notice required or permitted under
      applicable law, an amount equal to one year’s annual salary plus bonus
      at guideline without regard to the attainment of any specific
      performance objectives.
    

    
      (b)  Continue health insurance coverage under URI’s benefit plan(s) for
      one year from the date of your termination without any requirement for
      you to pay a premium for the coverage.
    

    
      (c)  Allow you to exercise all outstanding options to acquire shares
      under any incentive share plan within 90 days of your termination.
    

    
      (d)  Advance forward the vesting date to any RSU’s to the date of
      termination.  
    

    
      Notwithstanding the foregoing, URI shall not be deemed to have
      terminated your services if you have reached the normal retirement age
      of 65, and URI has provided written notice that it no longer wishes to
      retain your services.
    

    
      As used herein, voluntary resignation does not include circumstances
      causing you to voluntarily resign for good reason as defined below:
    

    
      (a)  The assignment by URI or its successor in interest to you of any
      duties inconsistent with your position, title, office, duties,
      responsibilities, status and reporting line of authority.
    

    
      (b)  The reduction in or removal from your position of any duties,
      responsibilities or status.
    

    
      (c)  A reduction in your base salary not associated with a proportionate
      reduction of salary for all executives of URI or its successor in
      interest.
    

    
      (d)  A requirement by URI or its successor in interest that you be based
      anywhere other than within a 50-mile radius of your assigned home
      location as of this writing, except for required business travel to an
      extent substantially consistent with your present business travel
      obligations.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (e)  The failure of URI or its successor in interest to continue in
      effect, or change your participation or benefits under any bonus or
      incentive compensation plan; any employee benefit plan; any qualified
      Section 401 plan; any stock option plan or other equity incentive plan;
      any life, health, accident, disability or similar plan providing
      benefits, the effect of which would be to materially reduce your
      benefits under such plans.
    

    
      (f)  The failure of URI or its successor in interest to provide you with
      the number of paid vacation days to which you are entitled as of this
      writing.
    

    
      In any case where you voluntarily resign for good reason in accordance
      with the provisions stated above, your good faith determination that you
      had good reason shall be conclusive.
    

    
      As used herein, good and sufficient cause means any material act of
      fraud or dishonesty, or conviction of a felony involving moral turpitude
      or your knowingly engaging in acts seriously detrimental to the
      operations of URI.
    

    
      9.     Change of Control - In the event
      of a change of control in URI and your resignation for good reason as
      provided in Section 8, you will be entitled to two years salary plus
      bonus at guideline without regard to the attainment of any specific
      performance objectives and the cost of all COBRA payments up to a
      maximum of 12 months to remain on the applicable medical and dental
      plans.  Change of control is defined as any event that occurs in which
      any of two of the following results:
    

    
      1.  A non-holding entity at the time of commencement of employment
      obtains and controls 30 percent of the outstanding shares of URI,
    

    
      2.  A majority of the members of the URI Board of Directors as of the
      time of commencement of employment are replaced, or
    

    
      3.  The Executive Chairman, the Compensation Committee Chairman or the
      Auditing Committee Chairman who are Directors of the Board of URI are
      replaced.
    

    
      This change of control will also result in the immediate vesting of all
      RSU’s held by you and the ability for you to exercise options in
      accordance with any incentive share plan within 90 days of the date of
      the change of control.
    

    
      10.  Tax Implications - Notwithstanding the foregoing
      provisions herein, if the amount payable to you, pursuant to the terms
      hereof should constitute a parachute payment as defined in Section 280 G
      of the Internal Revenue Code of the United States (Code), the payment
      will be reduced to the largest amount that would result in no portion
      being subject to the excise tax imposed by, or the disallowance of a
      deduction under, applicable provisions of the Code.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      11. Benefits - During your employment, you will be eligible for
      the continuation of the following benefits:
    

    
      a)  Employee Capital Accumulation Plan – 401(k):
      The employer contribution shall be made in accordance with the Plan and
      the employee contribution shall be subject to the annual maximum
      contribution allowed by law.
    

    
      b)  Medical and Dental Coverage - Coverage will
      be in accordance with the applicable Plan provisions. This is primary
      coverage for your eligible dependants resident in the United States. 
    

    
      c)  Insurance - Coverage in accordance with the
      applicable Plan provisions for directors and officers, life insurance,
      supplemental life insurance, dependent life insurance, accidental death
      and dismemberment insurance and long-term disability.  You will be
      responsible for the employee-paid portions for these coverages.
    

    
      d)  Vacation and Holidays - Vacation, holidays and any
      other benefits shall be as provided as currently available to existing
      company officers.
    

    
      12.  Notice Period - Notice for the termination of
      employment shall be given by either party providing to the other two
      weeks written notice unless a different notice period is agreed between
      you and URI in which case that notice period will apply.
    

    
      13.  Accommodations – URI will meet reasonable
      furnished accommodation expenses for yourself for up to twelve months
      after your arrival in any city identified by the Board of Directors
      other than Denver, CO in order to give the company time to determine the
      permanent location of the company headquarters.  Upon a determination by
      the Board of Directors that a city other than Denver, CO will become the
      permanent headquarters of the company consideration of relocation
      expenses will be made by the Board of Directors.
    

    
      14.   Applicable Law and “At Will” Basis of Employment -
      The laws of the United   States and the State of Colorado shall govern
      the employment relationship between you and URI. Notwithstanding
      anything in this letter, or any other document  pertaining to your
      employment with URI, your employment remains on an “at will” basis
      meaning that you or URI may terminate your employment at any time, with
      or without cause.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      15.  Definitive Agreement.  The foregoing will be set
      forth in a definitive agreement following the date hereof.
    

    

    

    
    	
          Very truly yours,
        	
           
        	
          Accepted
        
	

        	

        	
           
        
	
          /s/ Paul K. Willmott
        	

        	
          /s/ D.C. Ewigleben
        
	
          Paul K. Willmott
        	

        	
          D.C. Ewigleben
        
	
          Executive Chairman