URANIUM RESOURCES, INC. DEFERRED COMPENSATION PLAN FOR 2000 AND 2001

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Exhibit 4.5

URANIUM RESOURCES, INC.

DEFERRED COMPENSATION PLAN FOR 2000 AND 2001

ARTICLE I
INTRODUCTION

        1.1   This Deferred Compensation Plan for 2000 and 2001 (the "Plan") provides selected executive employees and directors of Uranium Resources, Inc. and its wholly owned subsidiaries an opportunity to defer a portion of their compensation during 2000 and 2001.

        This document constitutes the entire Plan. Any and all prior or contemporaneous oral or written communications hereby are superseded and abolished.

ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS

        2.1   "1999 Plan" means the deferred compensation plan established by Uranium Resources, Inc. effective January 11, 1999, as amended and restated on September 17, 1999.

        2.2   "Additional Deferred Amount" means the amount of Compensation that a Participant has deferred under the 1999 Plan but as to which the Participant has not made a share election under the 1999 Plan. The aggregate amount of such Compensation for all Participants under the 1999 Plan is $108,240.27.

        2.3   "Code" means the Internal Revenue Code of 1986, as amended and then in effect.

        2.4   "Committee" means the Plan Committee described in Article VII hereof.

        2.5   "Common Stock" means the shares of the Corporation's common stock, $.001 par value per share.

        2.6   "Compensation" means those amounts otherwise payable in cash or by check or electronic deposit by the Corporation to an Eligible Person as salary for 2000 and 2001, which amounts are includable in his gross income for federal income tax purposes (without regard to Compensation deferred under this or any other plan maintained by the Corporation), including but not limited to directors' fees, salary and bonus, but excluding any and all nonelective contributions (including matching contributions) made by the Corporation to any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended). Without limiting the generality of the foregoing, the limitations imposed by Code Section 401(a)(17) do not apply to Compensation as defined under the Plan.

        2.7   "Corporation" means Uranium Resources, Inc, a Delaware corporation, together with any successor thereto which adopts this Plan by appropriate written action.

        2.8   "Deferral Percent" means the portion (expressed as a percentage) of the Compensation that a Participant elects to defer pursuant to Section 4.1 hereof.

        2.9   "Deferred Amount" means the amount of Compensation that a Participant has elected to defer pursuant to Section 4.1 hereof plus the Additional Deferred Amount.

        2.10 "Designated Recipient" means any person who becomes entitled to receive any distribution hereunder by reason of the death of a Participant.

        2.11 "Distribution Date" means January 11, 2006.

        2.12 "Earned Compensation" means at any date the amount of Compensation that the Corporation is obligated to pay Participant for services rendered before giving effect to the Participant's deferral election.

        2.13 "Eligible Person" means any employee or director of the Corporation or any of its wholly owned subsidiaries, but only so long as such person meets all of the requirements of Section 3.1(a) of the Plan.

        2.14 "ERISA" means The Employee Retirement Income Security Act of 1974, as amended and then in effect.

        2.15 "Participant" means any Eligible Person who defers Compensation under the Plan.

        2.16 "Share Price" means $0.20 per share.

        2.17 "General Provisions." The masculine wherever used herein shall include the feminine and singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions has been done for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

        3.1   General Eligibility Conditions.

        (a)   To become eligible to participate in this Plan, an individual must be (i) an executive employee or a director of the Corporation or any of its wholly owned subsidiaries and (ii) designated as an Eligible Person on Exhibit A, as amended from time to time.

        (b)   Once an Eligible Person becomes a Participant, such individual shall continue to be eligible to defer Compensation under the terms of this Plan until such individual fails to meet at least one of the conditions described above. If a Participant ceases to meet such conditions, his interest in the Plan and amounts deferred prior to the date he ceases to be an Eligible Person shall continue to be held subject to the terms of the Plan. For the purposes of Deferred Amounts that are to be distributed thereafter and for such purpose only, such person shall continue to be a Participant.

        3.2   Election to Participate. To actively participate in the Plan, an Eligible Person must execute a Deferred Compensation Election in the form attached hereto as Exhibit C and shall file such election with the Committee.

        3.3   Share Election. To elect to receive shares of Common Stock, a Participant shall execute and deliver to the Company the Share Election in the form attached hereto as Exhibit D on or before the Distribution Date.

ARTICLE IV
DEFERRAL OF COMPENSATION

        4.1   Deferral Elections. As of the date hereof, the Participants have elected to defer that portion of their Compensation (expressed as a percent) as set forth in Exhibit B hereto. Such elections are irrevocable unless the Corporation and the Participant agree otherwise.

        4.2   Period of Deferral. All amounts that the Participants elect to defer shall be paid in cash on the Distribution Date or, at the election of the Participant prior to that date, shares of Common Stock as

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