Exhibit 10.43


URANIUM RESOURCES, INC.


AMENDED AND RESTATED


2004 DIRECTORS’ STOCK OPTION PLAN


Effective April 10, 2007


1.           Purpose.  The Uranium Resources, Inc. Directors’ Stock
Option Plan (the “Plan”) is intended to provide directors who are not employees
of Uranium Resources, Inc., a Delaware corporation (the “Company”), with
additional incentives to improve the Company’s performance by increasing the
level of stock ownership by such directors, to reinforce such directors’ role
in enhancing stockholder value, and to provide an additional means of
attracting and retaining well-qualified individuals to serve as directors.


2.           Administration.  The Plan shall be administered by a committee
(the “Committee”) appointed by the Board of Directors (the “Board”) of the
Company.  The Committee shall consist of
not less than two officers of the Company. 
The Board may from time to time remove members from, or add members to,
the Committee.  Vacancies on the
Committee shall be filled by the Board. 
Subject to the provisions of the Plan, the Committee shall have complete
powers respecting the Plan, including but not limited to authority to interpret
the plan and to prescribe, amend and rescind rules and regulations relating to
the Plan.  All questions of
interpretation and application of the Plan, or pertaining to any Option granted
hereunder, shall be final and binding upon all parties.


3.           Eligibility.  Options shall be granted hereunder only to
directors of the Company who are not employees of the Company or any of its subsidiaries
(the “Non-Employee Directors”).


4.           Stock.  The stock subject to the options shall be
authorized but unissued or reacquired shares of the Company’s common stock,
$.001 par value per share (the “Common Stock”). 
The aggregate number of shares that may be issued pursuant to options
granted under the Plan shall not exceed One Million Two Hundred Fifty Thousand
(1,250,000) shares of Common Stock, subject to adjustment pursuant to Section
12 hereof.  If any outstanding option
under the Plan for any reason expires or is terminated, the shares of Common
Stock allocable to the unexercised portion of such option may again be subject
to an option under the Plan.


5.           Granting of Options.  Options may be granted under the Plan to
Non-Employee Directors by the Committee at its discretion at any time and in
any amounts and shall be granted under the Plan automatically and without
further action by the Committee as follows::


5.1  Each Non-Employee Director on the date the
Plan is adopted shall be granted an option to purchase seventy-five thousand
(75,000) shares;


5.2  Each Non-Employee Director elected or
appointed to the Board for the first time shall be granted an option to
purchase fifty thousand (50,000) shares on the date of such election or
appointment; and


5.3  Each Non-Employee Director shall be granted
an option to purchase fifty thousand (50,000) shares either (a) upon his or her
reelection at an annual meeting of the Company’s stockholders or (b) in any
calendar year in which an annual meeting of stockholders is not held, on June 1
of such year.


6.           Terms and Conditions of Options.  Each option granted pursuant to the Plan
shall be evidenced by a stock option agreement (the “Agreement”), in such form
and containing such terms and conditions as the Committee from time to time may
determine; provided, that each such Agreement shall:


6.1           state the number of shares of Common
Stock, determined in accordance with Section 5, to which the option pertains;











6.2           provide the option price per share
shall be equal to the fair market value of the shares of Common Stock on the
date of the granting of the option.  For
purposes of this Section 6.2, the “fair market value” of a share of Common
Stock shall mean:


6.2.1        If the Common Stock is reported on any
officially recognized U.S. exchange or over the counter market on that date, as
follows (a) either the closing price of a share of Common Stock on that date as
reported on such exchange or over the counter market, or (b) where last sale
trade reporting on the Common Stock is not available, the average of the bid
and asked prices of a share of Common Stock on that date as reported on such
exchange or over the counter market; or


6.2.2        If no shares of Common Stock were traded
on any officially recognized U.S. exchange or over the counter market on that
date or if, in the discretion of the Board, another means of determining the
fair market value of a share of Common Stock at such date shall be necessary in
order to comply with or conform to the requirements of any applicable law, governmental
regulation or ruling of the Internal Revenue Service or the Securities and
Exchange Commission, the Committee may provide for another means for
determining fair market value;


6.3         provide that except as otherwise
provided by the Committee, the option is not transferable by the optionee other
than by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code of 1986, as
amended, or Title I of the Employee Retirement Income Security Act or the rules
thereunder, and is exercisable during the optionee’s lifetime only by the
optionee’s attorney-in-fact.  The
Committee may in a specific option agreement provide that the optionee may
transfer an option by gift to a “family member” as defined by the Committee and
such family member may exercise the option.


6.4           state the terms upon which the option
shall be exercisable; provided that:


6.4.1        the option shall not be exercisable
after the expiration of ten (10) years from the date the option is granted; and


6.4.2        subject to Section 12 hereof, the option
shall be exercisable only to the extent of shares that have vested in
accordance with the following schedule unless otherwise determined by the
Committee:




	
  ANNUAL

  	
   

  	
  PORTION
  OF SHARES THAT ARE VESTED

  
	
  ANNIVERSARY
  OF

  	
   

  	
  ON AND
  AFTER SUCH ANNIVERSARY

  
	
  DATE OF
  GRANT

  	
   

  	
  AND
  BEFORE NEXT ANNIVERSARY

  
	
   

  	
   

  	
   

  
	
  First

  	
   

  	
  25%

  
	
  Second

  	
   

  	
  50%

  
	
  Third

  	
   

  	
  75%

  
	
  Fourth

  	
   

  	
  100%

  






 


6.5          provide that the option shall
terminate and be of no further force and effect on the thirtieth (30th) day
after the optionee ceases to be a director of the Company, except that if the
optionee is removed as a director for cause, the option shall terminate and be
of no further force and effect at the time of such removal.  The Agreement shall further provide that if an
optionee dies before the expiration of the option, the option shall be
exercisable for a period of one year after the date of death by the optionee’s
heirs or legal representatives to the same extent it was exercisable by the
optionee on the date of death.


7.           Term of Plan.  Subject to the provisions of Section 13,
options shall be granted hereunder as provided in Section 5 within a period of
ten (10) years from the date the Plan was adopted.


8.           Exercise of Options.  Options shall be exercised by the delivery of
written notice to the Company setting forth the number of shares of Common
Stock with respect to which the option is to be exercised and the 











address
to which the certificates representing the shares of Common Stock issuable upon
the exercise of such option shall be mailed. 
In order to be effective, such written notice shall be accompanied at
the time of its delivery to the Company by full payment of the purchase price
by certified check payable to the Company.


In
addition, the Committee may request that there be presented to and filed with
it such evidence as it may deem necessary to establish that the shares of
Common Stock to be purchased are being acquired for investment and not with a
view to their distribution or resale, except such resale as may be in
accordance with applicable securities laws, and the Company may place a legend
to such effect on each certificate evidencing such shares in such form as the
Company upon advice of counsel may specify. 
To the extent that shares of Common Stock subject to options granted
under the Plan are registered under the Securities Act of 1933, as now in
effect or hereinafter amended (the “Securities Act”), any investment
representation required by the Committee shall be waived upon the date such
registration is effective.


As
promptly as practicable after the receipt by the Company of (i) such written
notice from the optionee setting forth the number of shares of Common Stock
with respect to which such option is to be exercised, (ii) payment of the
option exercise price for such shares in the form required by the foregoing
provisions of this Section 8, and (iii) such evidence of intent to acquire such
Common Stock for investment as may be required by the Committee, the Company
shall cause to be delivered to such optionee certificates representing the
number of shares of Common Stock with respect to which such option has been so
exercised.


9.             Requirements of Law.  The Company shall not be required to sell or
issue any shares of Common Stock under any option if the issuance of such
shares shall constitute a violation by the optionee or the Company of any
provision of any applicable statute or regulation of any governmental
authority.


10.         No Rights as Stockholder.  No optionee shall have rights as a
stockholder with respect to shares covered by his option until the date of
issuance of stock certificate for such shares; and no adjustment for dividends,
or otherwise, shall be made if the record date therefor is prior to the date of
issuance of such certificate.


11.         Exchange Approval.  If required by any exchange on which the
Common Stock is listed, the grant of any option hereunder shall be subject to
the approval of such exchange and, if such approval is not obtained in a timely
manner as set forth in the stock option agreement related thereto, such option
shall lapse and be null and void.


12.         Changes in the Company’s Capital
Structure.  If the Company shall
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of stock dividend, or other increase or reduction of the number of
shares of Common Stock outstanding (i) the number, class, and per share price
of shares of Common Stock subject to outstanding options hereunder shall be
appropriately adjusted in such a manner as to entitle an optionee to receive
upon exercise of an option, for the same aggregate consideration, the same
total number and class of shares as he would have received had he exercised his
option in full immediately prior to the event requiring the adjustment; and
(ii) the number and class of shares then reserved for issuance under the Plan
shall be adjusted by substituting for the total number and class of shares of
Common Stock then reserved that number and class of shares that would have been
received by the owner of an equal number of outstanding shares of Common Stock
as the result of the event requiring the adjustment.


If
the Company is merged into or consolidated with another corporation under
circumstance where the Company is not the surviving corporation, or if the
Company is liquidated, or sells or otherwise disposes of substantially all its
assets to another corporation while unexercised options remain outstanding
under the Plan, (i) subject to the provisions of clause (iii) below, after the
effective date of such merger, consolidation or sale, as the case may be, each
holder of an outstanding option shall be entitled, upon exercise of such
option, to receive, in lieu of shares of Common Stock, shares of such stock or
other securities as the holders of shares of Common Stock receive pursuant to
the terms of the merger, consolidation or sale; (ii) the Board may waive any
limitations set forth in or imposed pursuant to Section 6.4.2 hereof so that
all options, from and after a date prior to the effective date of such merger,
consolidation, liquidation or sale, as the case may be, specified by the Board,
shall be exercisable in full; and (iii) all outstanding options may be canceled
by the Board as of the effective date of any such merger, consolidation,
liquidation or sale provided that (x) notice of such cancellation shall be
given to each holder of an Option and (y) each holder of an Option shall have
the right to exercise such Option in full (without regard to any limitations
set forth in or imposed pursuant to Section 6.4.2 hereof) during a 30-day
period preceding the effective 











date
of such merger, consolidation, liquidation or sale.





Except
as hereinbefore expressly provided, the issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, for
cash, property, or services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares of other securities,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number, class or price of shares of Common Stock then subject
to outstanding options.


13.         Modification, Termination or
Amendment of the Plan.  The Board
may, insofar as permitted by law, from time to time, with respect to any shares
of Common Stock at the time not subject to options, suspend or discontinue the
Plan in any respect whatsoever.  The
Board may at any time amend the Plan as it shall deem advisable without any
action on the part of the stockholders of the Company.


14.         Modification, Extension and Renewal
of Options.  Within the limitations
of the Plan, the Committee may modify, extend or renew outstanding options or
may accept the cancellation of outstanding options in exchange for the granting
of new options in substitution therefor. 
Notwithstanding the foregoing, no modification of an option shall,
without the consent of the optionee, alter or impair his rights or obligations
under such option.


15.         Date of Adoption.  The Plan is adopted on June 2, 2004 and
amended and restated effective April 10, 2007.


IN
WITNESS WHEREOF, this Plan is executed this 10th day of April 2007.


	
  

  	
  URANIUM RESOURCES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul K. Willmott

  
	
   

  	
   

  	
  Paul K. Willmott, Chairman and CEO