**Exhibit10.44**

**URANIUM RESOURCES, INC.**

**2007 RESTRICTEDSTOCK PLAN**

General.  This 2007 Restricted Stock Plan (the “Plan”)provides eligible employees of Uranium Resources, Inc. (the “Company”) and itssubsidiary corporations with the opportunity to increase their ownershipinterest in the Company through the receipt of restricted shares of CommonStock, par value $.001 per share, of the Company (“Restricted Stock”) grantedand issued by the Company, from time to time, subject to the terms andconditions of the Plan.   Any such grants of Restricted Stock made toeligible employees are subject to the provisions and limitations of Section162(m) of the Internal Revenue Code of 1986 as amended (the “Code”).

1.                                       Purpose of the Plan.  The purpose of the Plan is to retain andmotivate the managers and key employees of the Company, and of any subsidiarycorporation of the Company, by enabling such managers and key employees toacquire new or additional stock ownership in the Company, thereby increasingtheir proprietary interest in the Company’s business and enhancing their mutualand personal interest in the Company’s success.  For purposes of the Plan,a “subsidiary corporation” consists of any corporation at least fifty percent(50%) of whose voting power (taking into account all classes of stock) isdirectly or indirectly owned by the Company.

2.                                       Effective Date of the Plan.  The Plan shall become effective upon itsadoption by the Board of Directors, subject to approval by the stockholders ofthe Company.  If the Plan is so approved, no further approval shall berequired with respect to the administration of grants made pursuant to the Plan(except as provided in Section 9 and Section 10 hereof).

3.                                       Administration of the Plan.  The Plan shall be administered by the CompensationCommittee of the Board of Directors of the Company, or by a committee comprisedof at least two (2) directors selected by such Board of Directors (for Planpurposes, the “Committee”).  A member of the Committee shall not beeligible to participate in the Plan while serving on the Committee.

A majority of the Committeeshall constitute a quorum.  The acts of a majority of the members presentat any meeting at which a quorum is present (or acts approved in writing by allmembers of the Committee) shall constitute binding acts of the Committee.

Subject to the terms andconditions of the Plan, the Committee shall be authorized and empowered:

(a)                                  To select the managers and key employees to whomgrants may be made;

(b)                                 To determine the time or times when shares ofRestricted Stock will be granted, and the number of shares to be covered by anygrant;

(c)                                  To prescribe the terms and conditions of anygrants made under the Plan, and the forms and agreements used in connectionwith such grants;

(d)                                 To determine the time or times when RestrictedStock will vest upon the attainment of personal service or performancestandards pertaining to such Restricted Stock, and determine the legends ormarkings to be placed upon stock certificates representing any such shares toreflect such standards and restrictions;

(e)                                  Todetermine the time or times during which such Restricted Stock grants maybe  terminated in whole or in part, or when any such grants may beotherwise subject to forfeiture; and

(f)                                    To establish any other Restricted Stock agreementprovisions not inconsistent with the terms and conditions of the Plan;

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4.                                       Employees Eligible for Grants.  Grants may be made from time to time tothose managers and key employees of the Company or any subsidiarycorporation, who are designated by the Committee in its sole and exclusivediscretion (individually, a “Grantee”; collectively, the “Grantees”). Grantees may include, but shall not necessarily be limited to officers of theCompany and officers of subsidiary corporations.  The Committee may makemore than one Restricted Stock grant to the same Grantee, and the provisions ofRestricted Stock grants need not be the same with respect to eachGrantee.  No shares of Restricted Stock shall be granted to any manager orkey employee during any period of time when such manager or key employee is onan unpaid leave of absence.

5.                                       Shares Subject to the Plan.  The Company’s common stock, par value$.001 per share (“Common Stock”) shall be used to make grants of RestrictedStock under the Plan.  Either Common Stock held as treasury stock, orauthorized and unissued Common Stock, or both, may be used to make RestrictedStock grants (as determined by the Board of Directors of the Company), subjectonly to the maximum limits of the Plan.

Subject to the provisions of thenext succeeding paragraph of this Section, no more than one million, fivehundred thousand (1,500,000) shares of Common Stock can be issued under thePlan.  The number of shares of Restricted Stock which may be granted to anymanager or key employee in any calendar year may not exceed five hundredthousand (500,000) shares.

If, at any time subsequent to the date of adoption ofthe Plan by the Board of Directors, Common Stock is eliminated as a class, orthe number of shares of Common Stock outstanding increases or decreases, as aresult of a stock split, stock dividend, combination or exchange of shares,exchange for other securities, reclassification, reorganization, redesignation,merger, consolidation, recapitalization, or similar restructuring,reorganization or corporate event, there shall automatically be substituted foreach share of Restricted Stock granted under the Plan (to the extent not yetvested as of the date of such elimination, increase or decrease), the numberand kind of shares of stock or other securities into which each outstandingshare of Common Stock is to be changed or for which each such share of CommonStock is to be exchanged.  In addition to the foregoing, the Committeeshall be entitled in the event of any such increase, decrease or exchange ofshares of Common Stock to make other adjustments to the securities subject to aRestricted Stock grant, the provisions of the Plan, and to any relatedRestricted Stock agreements (including adjustments which may provide for theelimination of fractional shares) where necessary to preserve the terms andconditions of any grants hereunder.

6.                                       Restricted Stock Provisions.

(a)                                   Sharesof Restricted Stock may be granted either alone or in addition to any othercompensation paid outside of the Plan.  The prospective recipient of aRestricted Stock grant shall not have any rights with respect to such grantunless and until such recipient has entered into a written Restricted StockGrant Agreement with the Company evidencing such grant, has delivered a fullyexecuted copy thereof to the Company, and has otherwise complied with theapplicable terms and conditions of such grant.

(b)                                  Tobe enforceable, a grant of Restricted Stock must be accepted within a period of60 days (or such shorter period as the Committee may specify at grant)following the grant date; acceptance shall be evidenced by executing anapproved Restricted Stock Grant Agreement.   Upon acceptance of agrant of Restricted Stock, a Grantee shall be issued a stock certificate inrespect of such shares of Restricted Stock.  Such certificate shall beregistered in the name of such Grantee, and shall bear an appropriate legendidentifying the terms, conditions, and restrictions applicable to such grant.

(c)                                   TheCommittee shall require that: (i) the stock certificates evidencing shares ofRestricted Stock be held in the custody of the Company or its designee untilthe restrictions thereon shall have lapsed, and (ii) as a condition of anyRestricted Stock grant, the Grantee shall

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havedelivered a stock power, endorsed in blank, relating to the Restricted Stockcovered by such grant.

(d)                                  Subjectto the provisions of the Plan and the Restricted Stock Grant Agreement, duringthe period set by the Committee commencing with the date of such grant and thedate or circumstances under which all restrictions lapse  (the “RestrictionPeriod”), a Grantee shall not be able to sell, transfer, pledge, anticipate orassign Restricted Stock.  Unless otherwise specified by the Committee, theRestricted Period shall not be less than five years. The Committee shallcondition any lapse of the Restricted Period upon the attainment of specifiedpersonal service  and/or performance standards specified by the Committeeat the time of grant; such standards may include, but shall not be limited to,the attainment of financial performance goals, the attainment or maintenance ofspecified prices for Common Stock, the attainment of a cumulative earnings pershare or an indicated return on equity.  In addition to the foregoing, theCommittee may condition the vesting of Restricted Stock on such other factorsas the Committee may determine and specify, acting in its solediscretion.  Subject to the foregoing limitations, the Committee, in its solediscretion, may also specify that a Restricted Period may lapse ininstallments, or that the restrictions contained in a Restricted Stock grantare to be waived or accelerated in whole or in part based on the attainment ofadditional personal service or performance standards specified by  theCommittee, acting in its sole discretion.

(e)                                   Exceptas provided in Section 7 and Section 8 of this Plan, a Grantee shall have, withrespect to the shares of Restricted Stock, all of the rights of a stockholderof the Company, including the right to vote such Stock and the right to receiveany regular cash dividends paid out of current earnings in respect of suchStock.  The Committee, in its sole discretion, as determined at the timeof grant, may permit or require any cash dividends paid in respect ofRestricted Stock to be reinvested in additional Restricted Stock, to the extentshares are available under Section 5 of the Plan  Stock dividends, splitsand distributions issued with respect to Restricted Stock shall be treated asadditional shares of Restricted Stock that are subject to the same restrictionsand other terms and conditions that apply to the Restricted Stock with respectto which such dividends are declared and paid, and the Committee may require aGrantee to deliver additional stock powers covering any Restricted Stockissuable pursuant to such stock dividend, split or distribution.  Anyother dividends paid or property distributed in respect of Restricted Stock,other than regular dividends declared and paid out of current earnings, shallbe held by the Company subject to the same restrictions imposed upon theRestricted Stock to which such dividends and/or property relates.

(f)                                     Subjectto the applicable provisions of the Restricted Stock Grant Agreement andSection 7 of this Plan, upon termination of a Grantee’s employment with theCompany or subsidiary corporation (as applicable) for any reason during theRestriction Period, all Restricted Stock then held by or in respect of suchGrantee will vest, or be forfeited (as applicable) in accordance with the termsand conditions of the Plan, subject to any subsequent determinations made bythe Committee.

(g)                                  Ifand when the Restriction Period applicable to Restricted Stock expires withouta prior forfeiture of such Stock, such Stock shall be released to the Granteeby the Company (or its designee), together with any other property held by theCompany with respect to such Stock, and an appropriate stock certificate shallbe promptly delivered to the Grantee evidencing unrestricted ownership of suchStock.

7.                                       Termination of Employment.  If a Grantee ceases to be an employee ofthe Company or subsidiary corporation (as applicable), for any reason otherthan death, normal or early retirement under the terms of the Company’s pensionand profit-sharing plans, or permanent and total disability, any Restricted Stock held in respect of such Grantee which has not yet vestedshall, unless otherwise determined by the Committee on or before the date ofsuch Grantee’s termination of employment, be forfeited as of  theeffective date of such termination.  Neither the Grantee nor any otherperson shall have any right after such date to any part of any Restricted Stockso forfeited.

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If a Grantee’s termination ofemployment is due to death, normal or early retirement under the Company’spension or profit-sharing plans, or permanent and total disability, then suchGrantee’s Restricted Stock shall fully vest (to the extent not already vested)upon the date of any such termination of employment and all applicablerestrictions thereon shall lapse and expire.  In the case of death, anyRestricted Stock held by the Company or its designee shall be transferred andreleased to such Grantee’s estate, or the person designated by such Grantee by willor in accordance with relevant state law.

In the event a Grantee takes oris granted a leave of absence approved by the Company or such subsidiarycorporation, or is entitled to and takes a leave of absence by operation of law(whether to perform\ military service, or as a result of sickness or injury, orotherwise), such Grantee’s employment with the Company or such subsidiarycorporation shall not be considered terminated for Plan purposes.  Rather,such Grantee shall be treated for Plan purposes as an ongoing employee of theCompany or such subsidiary corporation (as applicable) during such leave ofabsence.

8.                                       Change of Control.  Upon the occurrence of a Change ofControl (as defined in this Section), notwithstanding any other Plan provisionor any agreement to the contrary, any and all Restricted Stock granted underthe Plan shall immediately and fully vest (to the extent not theretoforevested), and all application restrictions thereon shall lapse and expire.

For purposes of the Plan, aChange of Control shall be deemed to have occurred if:  (i) a tender offershall be made and consummated for the ownership of 25% or more of theoutstanding voting  securities of the Company; or (ii) the Company shallbe merged or consolidated with another corporation and, as a result of suchmerger or consolidation, less than 75% of the outstanding voting securities ofthe surviving or resulting corporation shall be owned in the aggregate by theformer stockholders of the Company as the same shall have existed immediatelyprior to such merger or consolidation; or (iii) the Company shall sellsubstantially all of its assets to another corporation which is not a whollyowned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9) or ofSection 13(d)(3) (as in effect on the date hereof) of the Exchange Act, shallacquire, other than by reason of inheritance, fifty-one percent (51%) or moreof the outstanding voting securities of the Company (whether directly,indirectly, beneficially or of record).  In making any such determination,transfers made by a person to an affiliate of such person (as determined by theBoard of Directors of the Company), whether by gift, devise or otherwise, shallnot be taken into account.  For purposes of the Plan, ownership of votingsecurities shall take into account and shall include ownership as determined byapplying the provisions of Rule 13d-3(d)(1)(i) as in effect on the date hereofpursuant to the Exchange Act.

Notwithstanding the provisionsof subparagraph (iv) of this Section 8, the term “person,” as used in suchsubparagraph, shall not include any holder who was the beneficial owner of morethan ten percent (10%) of the voting securities of the Company on the date thePlan was adopted by the Board of Directors.

9.                                       Amendments to Plan.  The Committee is authorized to interpretthe Plan and from time to time adopt such rules and regulations for carryingout the Plan as the Committee may deem advisable.  The Board of Directorsof the Company may at any time amend, modify, suspend or terminate thePlan.  In no event, however, without the approval of stockholders, shallany action of the Board of Directors result in:

(a)                                  Materially amending, modifying or altering theeligibility requirements provided in Section 4 hereof; or

(b)                                 Materially increasing, except as provided inSection 5 hereof, the maximum number of shares available to be granted asRestricted Stock, except to conform the Plan and any agreements made hereunderto changes in the Code or governing law.

10.                                 Investment Representation, Approvals and Listing.  The Committee may, if it deemsappropriate, condition any grant of Restricted Stock made hereunder uponreceipt of the following investment representation from the Grantee:

“I agree that any shares of the Common Stock of UraniumResources, Inc., which I may

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acquire by virtue of my acceptance of this RestrictedStock grant shall be acquired for investment purposes only and not with a viewto distribution or resale, and may not be transferred, sold, assigned, pledged,hypothecated or otherwise disposed of by me unless (i) a registration statementor post-effective amendment to a registration statement under the SecuritiesAct of 1933, as amended, with respect to said shares of Common Stock has becomeeffective so as to permit the sale or other disposition of said shares by me;or (ii) there is presented to Uranium Resources, Inc., an opinion of counselsatisfactory to Uranium Resources, Inc., to the effect that the sale or otherproposed disposition of said shares of Common Stock by me may lawfully be madeotherwise than pursuant to an effective registration statement orpost-effective amendment to a registration statement relating to the saidshares under the Securities Act of 1933, as amended.”

The Company shall not be requiredto issue any certificate or certificates representing shares of Common Stock inconnection with any grant of Restricted Stock made under the Plan prior to (i)the obtaining of any approval from any governmental agency which the Committeeshall, in its sole discretion, determine to be necessary or advisable; (ii) theadmission of such Stock to listing on any national securities exchange on whichthe Common Stock may be listed; (iii) the completion of any registrationrequirements or other qualifications imposed on the Common Stock by any stateor federal law or ruling or regulations of any governmental body which theCommittee shall, in its sole discretion, determine to be necessary or advisableor the determination by the Committee, in its sole discretion, that anyregistration or other qualification of the Common Stock is not necessary oradvisable; and (iv) the obtaining of an investment representation from theGrantee in the form stated above or in such other form as the Committee, in itssole discretion, shall determine to be adequate.

11.                                 GeneralProvisions.  The form and substance of Restricted Stock GrantAgreements made hereunder need not be identical.  Nothing in the Plan orin any agreement (whether or not such agreement constitutes a Restricted StockGrant Agreement) shall confer upon any employee any right to continue in theemploy of the Company or any subsidiary corporation, to be entitled to anyremuneration or benefits not set forth in the Plan or any related RestrictedStock Grant Agreement, or to interfere with or limit the right of the Companyor any subsidiary corporation to terminate such employee’s employment at anytime, with or without cause.

ThePlan may be assumed by the successors and assigns of the Company.  Theliability of the Company under the Plan is limited to the obligations set forthherein, and no term or provision of the Plan shall be construed to impose anyliability on the Company in favor of any employee with respect to any loss,cost or expense which such employee may incur in connection with or arising outof any grant or agreement made in connection with the Plan.  All expensesarising from or associated with administering the Plan shall be borne by theCompany.  The captions and section numbers appearing in the Plan areinserted only as a matter of convenience, and do not define, limit, construe ordescribe the scope or intent of the provisions of the Plan.

12.                                 Termination of This Plan.   The Plan shall terminate on April10, 2017.  Thereafter no Restricted Stock shall be grantedhereunder.  Any and all shares of unvested Restricted Stock outstanding atthe time of termination of the Plan shall continue in full force and effect inaccordance with their restrictions and subject to the terms and conditions ofthis Plan and any related Restricted Stock Grant Agreements.

Asadopted on April 10, 2007 by the Board of Directors and approved by thestockholderson               ,2007.

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