EurXchanges Consulting Agreement


    
      

        CONSULTING
          AGREEMENT

        


        AGREEMENT,
          made this day ____ of __________, 2006
          by and between Uranium Energy Corp., having its principal place of business
          at
          #401 318 Homer Street, Vancouver, B.C., V6B 2V2 (hereinafter the "Company")
          and
          EurXchange Consulting Ltd., having its principal place of business at #534,
          34A-2755 Lougheed Hwy, Port Coquitlam, B.C., V3B 5Y9, Canada (hereinafter
          the
          "Consultant). 

        


        WHEREAS,
          the Company desires to retain the
          Consultant for consulting services in connection with financial and investor
          public relations and related matters in the Federal Republic of Germany
          and the
          Consultant desires to provide such services as set forth herein. 

        


        NOW,
          THEREFORE, in consideration of the premises
          and mutual covenants and agreements set forth herein and for other good
          and
          valuable consideration, the receipt and adequacy of which are hereby
          acknowledged, the parties, intending to be legally bound, agree as follows:
          

        


        A. CONSULTATION

        


        1. Consultant.
          The Company hereby retains the
          Consultant to render to the Company the consulting services as described
          in
          Section B hereof, and the Consultant hereby accepts such assignment upon
          the
          terms and conditions hereinafter set forth. 

        


        2. Independent
          Relationship. The Consultant shall
          provide the consulting services required to be rendered by it hereunder
          solely
          as an independent contractor and nothing contained herein shall be construed
          as
          giving rise to an employment or agency relationship, joint venture, partnership
          or other form of business relationship. 

        


        3. No
          Authority to Obligate the Company. Without the
          consent of the board of directors or appropriate officer of the Company,
          the
          Consultant shall have no authority to take, nor shall it take, any action
          committing or obligating the Company in any manner, and it shall not represent
          itself to others as having such authority. 

        


        4. Term.
          The term of the
          Consultant's consultation to the Company hereunder shall commence as of
          the date
          hereof and shall extend for a term of one (1) year. 

        


        B. OBLIGATIONS
          OF
          THE CONSULTANT

        


        1. Consulting
          Services. During the term of this
          Agreement, Consultant will render advice and assistance to the Company
          on public
          and investor relations related matters, and in connection therewith the
          Consultant shall perform and render the consulting services enumerated
          in
          Schedule A hereto.

        



        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        


        ALL
          OF THE FOREGOING CONSULTANT PREPARED DOCUMENTATION CONCERNING
          THE COMPANY, INCLUDING, BUT NOT LIMITED TO, DUE DILIGENCE REPORTS, CORPORATE
          PROFILE, FACT SHEETS, AND QUARTERLY NEWSLETTERS, SHALL BE PREPARED BY THE
          CONSULTANT FROM MATERIALS SUPPLIED TO IT BY THE COMPANY AND SHALL BE APPROVED
          BY
          THE COMPANY IN WRITING PRIOR TO DISSEMINATION BY THE CONSULTANT.

        


        


        


        2. Nonexclusive
          Engagement; Extent of Services.

        


        a.
          The parties agree that the consultation contemplated by this
          Agreement is a nonexclusive engagement and that the Consultant now renders
          and
          may continue to render consulting services to other companies which may
          or may
          not conduct activities similar to those of the Company.

        


        b.
          The Consultant will devote such time and effort to the affairs
          of the Company as the Consultant deems reasonable and adequate to render
          the
          consulting services contemplated by this Agreement. The Consultant's work
          will
          not include any services that constitute the rendering of any legal opinions
          or
          performance of work that is in the ordinary purview of certified public
          accountants.

        


        3. Confidentiality.
          The Consultant will not, either
          during its engagement by the Company pursuant to this Agreement or at any
          other
          time thereafter, disclose, use or make known for its or another's benefit,
          any
          confidential information, knowledge, or data of the Company or any of its
          affiliates in any way acquired or used by the Consultant during its engagement
          by the Company. Confidential information, knowledge or data of the Company
          and
          its affiliates shall not include any information which is or becomes generally
          available to the public other than as a result of a disclosure by the Consultant
          or its representatives.

        


        C. OBLIGATIONS
          OF THE
          COMPANY.

        


        1. Compensation.


        


        


        a.
Cash
          Retainer. The Company will pay according to
          Schedule A the amount of 290,000 EUR in total. The first installment of
          130,000
          EUR is due on the date hereof. The second and third installment of each
          80,000
          EUR are payable on the 30th day of April and May 2006. 

        


        


        



        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        b.
          Issuance of Stock. Subject to the provisions of Section
          b, below, in consideration of the services to be rendered by the Consultant
          hereunder, the Company shall issue to the Consultant or his designees an
          aggregate of 200,000 fully paid and non-assessable shares (the “Shares”) of the
          common stock of the Company, par value $0.01 per share.

        


        b.
          In connection with, and in consideration of,
          the issuance of the Shares to the Consultant, the Consultant hereby agrees
          with
          and represents and warrants to the Company as follows:

        


        i.
          The Consultant is acquiring the Shares for
          the undersigned's own account, for investment purposes only and not with
          a view
          toward their resale or distribution.

        


        ii.
          The Consultant understands that the Shares
          are not freely transferable and will not be freely transferable for an
          extended
          period of time and that, as a consequence thereof, the undersigned may
          have
          extremely limited opportunities to dispose of the Shares. The Consultant
          understands that Rule 144 of the Securities Act of 1933, as amended (the
“Act”)
          permits the transfer of "restricted securities" of the type herein involved
          under certain conditions, but the Company may not in the future meet the
          conditions to the application of Rule 144, including, inter alia, the condition
          that current detailed information concerning the Company be publicly
          available.

        


        iii.
          The Consultant will not transfer any of
          the Shares either (a) in the absence of an effective registration under
          the Act
          and state securities laws (“Laws”), or (b) without obtaining an opinion of an
          counsel reasonably acceptable to the Company, which opinion shall be addressed,
          and satisfactory in form and substance, to the Company and its counsel,
          stating
          that the transaction is exempt from the registration requirements of the
          Act and
          Laws.

        


        iv.
          Until freely transferable, the Company may
          refuse to authorize any transfer by the Consultant of any of the Shares
          if the
          proposed transferee does not make written representations and agreements
          to the
          Company and the undersigned in form and substance similar to those contained
          herein, or if any circumstances are present which reasonably indicate that
          such
          transferee's representations are not accurate.

         

        v.
          A stop transfer order will be entered on the
          Company's records respecting the Shares and a restrictive legend will be
          affixed
          to the certificate evidencing the Shares substantially in the following
          form:

        


         

        


        
          	 (A)	
                  "THE
                    SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                    BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
                    THE
                    SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
                    FROM
                    REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                    "SECURITIES
                    ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
                    TO AN
                    EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
                    PURSUANT TO
                    AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
                    TO, THE
                    REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
                    WITH
                    APPLICABLE STATE SECURITIES LAWS."

                


        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        


        (B)
          In addition, the Company shall be entitled
          to imprint the certificate evidencing the Shares with any State legend,
          if
          required.

        


        vi.
          The Consultant agrees to save, hold
          harmless, defend and indemnify the Company from any claims, liabilities,
          or
          nonperformance by the undersigned of any representation, warranty or agreement
          contained in this letter.

        


        vii.
          The Consultant understands and acknowledges that the Company is
          under no obligation to prepare a registration statement covering the public
          resale of the Shares nor does the undersigned have a right to include the
          Shares
          in any registration statement that the Company may prepare in the future.

        


        


        2. Reimbursement
          of Expenses.

        


        a.
Out-of-Pocket
          Expenses. The Company
          shall reimburse the Consultant for actual out-of-pocket expenses including,
          but
          not limited to, facsimile, postage, printing, photocopying, and entertainment,
          incurred by the Consultant without the prior consent of the Company and
          in
          connection with the performance by the Consultant of its duties hereunder
          in
          amounts up to one-thousand dollars (S1,000) per month. The prior consent
          of the
          Company shall be required for reimbursement of expenses in excess of
          one-thousand dollars ($1,000) per month.

        


        b.
Travel
          and Related Expenses. The
          Company shall reimburse the Consultant for the costs of all travel and
          related
          expenses incurred by the Consultant in connection with the performance
          of its
          services hereunder, provided that all such costs and expenses have been
          authorized, in advance, by the Company. 

        


        c.
General.
          Expenses shall be due and
          payable when billed and after they have been incurred.

        


        D. MISCELLANEOUS.

        


        1. Entire
          Agreement. This Agreement contains the
          entire agreement between the parties with respect to the engagement of
          Consultant by the Company as a consultant and supersedes and replaces any
          and
          all prior understandings, agreements or correspondence between the parties
          relating to the subject matter hereof.


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        


        2. Modification
          and Waiver. No supplement,
          modification or amendment of this Agreement shall be binding unless executed
          in
          writing by both the parties hereto. No waiver of any other provisions hereof
          (whether or not similar) shall be binding unless executed in writing by
          both the
          parties hereto nor shall such waiver constitute a continuing waiver.

        


        3. Governing
          Law. This Agreement has been made in and
          shall be interpreted according to the laws of the State of _________________
          without any reference to the conflicts of laws rules thereof. The parties
          hereto
          submit to the jurisdiction of the courts of the State of ______________
          for the
          purpose of any actions or proceedings which may be required to enforce
          any of
          the provisions of this agreement.

        


        4. Successors
          and Assigns. This Agreement shall inure
          to the benefit of and be binding upon the Company and its successors and
          assigns
          and upon the Consultant and the Consultant's successors and assigns.

        


        5. Severability.
          If any provision or provisions of
          this agreement shall be held to be invalid, illegal or unenforceable for
          any
          reason whatsoever:

        


        a.
          the validity, legality and enforceability of the remaining
          provisions of this Agreement (including, without limitation, each portion
          of any
          Section of this Agreement containing any such provision held to be invalid,
          illegal or unenforceable) shall not in any way be affected or impaired
          thereby;
          and

        


        b.
          to the fullest extent possible, the provisions of this
          Agreement (including, without limitation, each portion of any Section of
          this
          agreement containing any such provision held to be invalid, illegal or
          unenforceable) shall be construed so as to give effect to the intent manifested
          by the provision held invalid, illegal or unenforceable.

        


        6. Further
          Assurances. From and after the execution
          and delivery of this Agreement, upon request of either party, the other
          shall
          do, execute, acknowledge and deliver all such further acts, assurances
          and other
          instruments and papers as may be required to carry out the transactions
          contemplated by this agreement.

        


        7. Headings.
          The headings of the paragraphs of this
          agreement are inserted for convenience only and shall not be deemed to
          constitute part of this agreement or to affect the construction hereof.

        


        8. Notices.
          Any notice to be given hereunder shall be
          given in writing. All notices under this Agreement shall be either hand
          delivered receipt acknowledged, or sent by registered or certified mail,
          return
          receipt requested as follows:

        



        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        


         

        
          	 	
                  (a)
                    If to the Company, to:

                	
                  
                    Uranium
                      Energy Corp.

                  

                  #401
                    - 318 Homer Street.

                  Vancouver,
                    B.C., V6B 2V2

                   

                  Attn.: Mr. Adnani

                  Facsimile No.: (604) 682-3591

                   

                	 
	 	 (b) If to the Consultant, to: 	
                   EurXchange Consulting Ltd.

                  #534, 34A-2755 Lougheed Hwy

                  Port Coquitlam, B.C, V3B 5Y9

                   

                  Facsimile
                    No.: (604) 949-1004

                  Attn:
                    Mr. Kay Jessel

                   

                	 


        

        


        


        All
          such notices shall be deemed given when delivered, if
          personally delivered as aforesaid, or within five business days after mailing,
          as aforesaid.

        


        9. Execution.
          This Agreement may be executed in two or
          more counterparts, all of which when taken together shall be considered
          one and
          the same agreement and shall become effective when counterparts have been
          signed
          by each party and delivered to the other party, it being understood that
          both
          parties need not sign the same counterpart. In the event that any signature
          is
          delivered by facsimile transmission, such signature shall create a valid
          and
          binding obligation of the party executing (or on whose behalf such signature
          is
          executed) the same with the same force and effect as if such facsimile
          signature
          page were an original thereof.

        


        IN
          WITNESS WHEREOF, the parties have executed this Agreement as of
          the day and year first written above.

        


        URANIUM
          ENERGY CORP.:

        


        


        By:   _______________________

        Amir
          Adnani, President

        


        


        


        EURXCHANGE
          CONSULTING,
          LTD.

         

        
          


          By: _______________________    

          Kay
            Jessel,
            Director

           

          SCHEDULE
“A”

        


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        


        


        


        Investor
          Awareness Program for URANIUM ENERGY
          CORP.

        


        The
          Consultant is responsible for the program coordination within
          the six month term. The Consultant will arrange in addition to the suggested
          program elements Face-to-Face-Meetings with European specialists and strategic
          investors, arranged to generate a substantial interest for the Client’s stock in
          major European equity markets. Maximizing results will be achieved by
          handpicking the audience for each meeting, thus ensuring the best possible
          fit
          between the investor attendees and the Client. (Focus on GERMANY and
          SWITZERLAND)

        


        Corporate
          finance consulting in connection with a debt or equity
          financing in order to raise funds for the Client including introduction
          to the
          Consultant’s investors’ network and their investment advisors plus various
          potential private investors capable of financing public companies.

        


        Information
          on loans, credit lines, debts and other forms of
          financing or funding against equity as an asset which could function as
          a bridge
          financing in connection with the aforementioned fund raising services.

        


        Introduction
          to various journalist of the leading press in Germany
          such as Focus Money, Financial Times Germany, Euro am Sonntag and reporters
          from
          CNBC, Bloomberg TV and N-TV, wholly owned subsidiary of CNN.

        


        It
          shall be expressly understood that the Consultant shall have no
          power to bind Client to any contract or obligation or to transact any business
          in Client’s name or on behalf of Client in any manner.

        


        


        
          	 Listing
                  on Frankfurt Exchange and electronic Xetra System 	
                    10,000
                    EUR

                


        

        In
          order to get listed in Germany, the Client needs a “Makler”
(equivalent to a market maker) who applies to the exchanges for a listing
          on
          behalf of Client. The listing procedure takes somewhere between 4 and 6
          weeks.
          The above mentioned costs cover the fees for the exchanges and the costs
          for the
          market maker for his work. There are no additional costs and no annual
          fees as
          this is a secondary listing.

        


        


        
          	 Market
                  Making contract with Fleischacker AG	
                   20,000
                    EUR

                


        

        Fleischhacker
          AG guarantees for a period of 1 year an active market making program which
          results in a very narrow spread between “bid” and “ask”. The market maker
          guarantees a minimum bid size of 5,000 shares rising to 20,000 shares depending
          on the liquidity of the stock. Deutsche Börse automatically groups the shares
          into one out of five liquidity classes each month based on the actual trading
          behavior.

        


        


        
          	 Translations
                  of Webpage, Business Plan and News Releases 	
                   15,000
                    EUR

                


        

        All
          of Client  ́s materials made available to the public will be
          translated into German. Primarily there is the website (powered by EquityStory
          AG and available on over 25 financial portals), the business plan and various
          brochures which should be combined in a professional investors package
          (see
          below).The text would be not just translated but also be transformed in
          an
          easy-to-understand German to introduce Client to potential German investors.
          Corporate news will be sent out in German using the state-of-the-art services
          of
          DGAP (now a subsidiary of EquityStory AG)


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


         

        
          	 Phone
                  & Location Service	
                   20,000
                    EUR

                


        

        In
          order to establish communication during central European
          business hours, Client would have a German business address and active
          phone
& fax lines. German investors have therefore an opportunity to speak in
          German with someone representing the Client, without any time difference.

        Therefore,
          Consultant offers the following services for a six
          month term:

        


        
          	 	
                  ·

                	
                  answering
                    of phone calls, faxes and mailings on Client ́s
                    behalf 

                


        

        
          	 	
                  ·

                	
                  e-mail
                    response center;

                


        

        
          	 	
                  ·

                	
                  building
                    a data-base of all persons and institutions
                    inquiring regarding the company; 

                


        

        
          	 	
                  ·

                	
                  sending
                    out information brochures/mailings/investor packages
                    upon request (costs w/o packing &
postage);

                


        

        
          	 	
                  ·

                	
                  preparing
&
updating
                    an investors package based on the
                    existing investors package (max. 2,000
                    pieces)

                


        

        


        


        
          	 Chat
                  line Coordination	
                   5,000
                    EUR

                



        The
          Consultant offers the service of two professional “chat line
          hackers” specialized in coordinating and streamlining the chat lines. We suggest
          a one month term boosting the corporate story.

        


        


        
          	 Telephone
                  Hotline 	
                   50,000
                    EUR

                


        

        We
          are affiliated with Germany’s most successful “Stock Hotline”.
          The Stock Hotline will produce a five minute spot which will be posted
          in the
          1-900 Call-In-Center which advertises regularly on German TV and German
          press.


        The
          program lasts for four months upon signing with regular
          updates in case of important Corporate news.

        


        


        
          	 Web
                  Portal Presence through Wallstreet Online 	
                    40,000
                    EUR

                


        

        The
          Client will receive the marketing support of Germany’s most
          powerful web portal for stock related information, wallstreet-online.de.
          They
          have some 500,000 registered users who can sign up for areas of special
          interest. With five of their newsletters we will have a tremendous reach
          into
          the German financial community. Wallstreet Online guarantees a 3 month
          coverage
          of client’s story in their various stock letters, banners, stock-tickers and
          recommendation features. Furthermore the client will be posted as stock
          of the
          month, including the cover story. The average coverage will be twice a
          week. We
          suggest Mondays and Thursdays. 

        


        


        
          	 MIDAS
                  Research Report 	
                    20,000
                    EUR

                


        

        This
          service will include production and distribution of:

        


        
          	 	
                  ·

                	
                  1
                    basic research report (minimum 12 pages)
                    (German/English)

                


        

        
          	 	
                  ·

                	
                  1
                    update (minimum 5 pages)

                


        

        
          	 	
                  ·

                	
                  up
                    to 4 research flashes (1-2 pages) covering news releases
                    and filings during the following 6 months

                


        

        
          	 	
                  ·

                	
                  1
                    analyst interview featuring the Client using the “Analyst
                    Corner” format on Cortal Consors (the leading German Online
                    Broker)

                


        

        
          	 	
                  ·

                	
                  1
                    CEO interview 

                


        

        
          	 	
                  ·

                	
                  All
                    research (except CEO interview) will be published on the
                    website of Cortal Consors and will be sent out via email to our
                    own
                    database of 600 institutions and private asset managers in Germany
                    and
                    Switzerland. This will be published in German and available as
                    PDF or HTML
                    file.

                


        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        


        
          	 Penny
                  Stock Report  	
                     50,000
                    EUR

                


        

        This
          service will include production and distribution of:

        


        
          	 	
                  ·

                	
                  1
                    basic research report 4
                    pages)

                


        

        
          	 	
                  ·

                	
                  3
                    update (2 pages)

                


        

        
          	 	
                  ·

                	
                  6
                    HTML research flashes (1-2 pages) covering news releases
                    and filings during the following 6 months.

                


        

        


        All
          research will be published on Penny Stock Report’s website and
          disseminated via email to over 400,000 opt-in email addresses for each
          report,
          including updates and research flashes.

        


        


        
          	 Additional
                  News Letter Presence 	
                   30,000
                    EUR

                


        

        The
          Consultant offers a wide range of very efficient News Letters
          throughout the whole German-speaking area (Germany, Austria and Switzerland).
          We
          recommend Der Goldreport, Oberbayerischer Boersenbrief, Frankfurt Finance
          and
          Money Radar. All of these news letters come with their own proprietary
          data
          base. 

        


        The
          12 weeks package contains:

        
          	 	
                  §

                	
                  one
                    recommendation in one of the next issues of the above
                    stock-letters

                


        

        
          	 	
                  §

                	
                  one
                    retrospect two weeks after the first
                    recommendation

                


        

        


        


        
          	 Hard
                  Copy Mailer by EURAMS 	
                   30,000
                    EUR

                



        EURAMS
          (EURO AM SONNTAG) is a weekly financial newspaper issued
          each Sunday. EURAMS has 160,000 subscribers and is Germany’s leading stock
          magazine for venture capital. The Consultant suggests the creation of a
          company
          flyer, which will be added to the magazine when the trading volume peaks
          during
          the program.

        


        


        Summary
          of Expenditures:

        

          
            	
                    Listing
                      on Frankfurt, Stuttgart and Berlin Stock Exchanges

                  	
                    10,000

                  	
                    EUR

                  
	
                    Market
                      Making, Fleischhacker

                  	
                    20,000

                  	
                    EUR

                  
	
                    Translations
                      / Web Site / News releases

                  	
                    15,000

                  	
                    EUR

                  
	
                    Phone
                      & Location Service

                  	
                    20,000

                  	
                    EUR

                  
	
                    Chat-Line
                      Coordination

                  	
                    5,000

                  	
                    EUR

                  
	
                    Telephone
                      Hotline

                  	
                    50,000

                  	
                    EUR

                  
	
                    w:o
                      Web Portal Presence

                  	
                    40,000

                  	
                    EUR

                  
	
                    MIDAS
                      Research Report

                  	
                    20,000

                  	
                    EUR

                  
	
                    Penny
                      Stock Report

                  	
                    50,000

                  	
                    EUR

                  
	
                    Additional
                      News Letters

                  	
                    30,000

                  	
                    EUR

                  
	
                    EURAMS
                      (Newspaper sublement)

                  	
                    30,000

                  	
                    EUR

                  
	
                    Total
                      costs 

                  	
                    290,000

                  	
                    EUR

                  


          

        

        


        Conclusion

        From
          our experience, for each EUR spent on IR (specifically with this
          type of program) for such a great story as Uranium Energy Corp., up to
          50 EUR of
          buying should be created. We recommend that the initial offering should
          be at
          1.25 EUR per share, which has the possibility to be doubled until the end
          of our
          program, if conducted as outlined above.

        


        Since
          most of the indicated costs are up-front costs for us, we
          have to ask to be paid in several installments up front as part of our
          contract
          following the attached timeline. Once the money is in the bank for each
          program
          segment we can commence immediately.


        
          
            
            

          

          
            9