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CONSULTING AGREEMENT

THIS AGREEMENT is made as of March 1, 2005

BETWEEN:

> URANERZ ENERGY CORPORATION, a body corporate
>             continued under the laws of Nevada, and having an office at Suite
>             1410, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6
>           (the "Company")

AND:

> Catchpole Enterprises Inc., of 222 Carriage
>             Circle Cheyenne, Wyoming,82009
>           (the "Consultant")

WHEREAS
the Company and the Consultant wish to confirm in writing the terms on which the
Consultant will continue to perform consulting services to the Company;

NOW
THEREFORE in consideration of the premises and the mutual covenants and
agreements hereinafter contained, and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged by the parties
hereto), it is agreed by and between the parties hereto as follows (the
Agreement):

**1.**     
**APPOINTMENT**

1.1      The Company hereby
confirms the appointment of the Consultant and the Consultant hereby accepts
such appointment on the terms and conditions set forth in this Agreement.

1.2      The Consultant shall
work at and from an office in Cheyenne, Wyoming.

**2.**      
**TERM**

2.1      The Consultants
appointment hereunder shall commence on the date hereof and continue until
terminated in accordance with the provisions of this Agreement.

**3.**      
**REMUNERATION**

3.1      The Company shall pay
the Consultant a monthly consulting fee of US $8,020.00 payable monthly.

**4.**      
**OTHER COMPENSATION**

4.1      The Company shall
reimburse the Consultant for all reasonable business, travel and entertainment
expenses incurred in the course of the Consultant's employment and for which
appropriate statements and vouchers are submitted to the Company.

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4.2      Vacation may be taken at
such times as the Consultant and the Company may determine, having regard to the
operations of the Company.

4.3      The Company may, in its
complete discretion, from time to time, grant stock options to the Consultant in
accordance with its Stock Option Plans. All stock options granted to the
Consultant by the Company will in all respects be governed by the terms of the
Stock Option Plan pursuant to which they have been granted and not in any
respect by the terms of this Employment Agreement, except as set out in section
6.5.

**5.**      
**DUTIES AND RESPONSIBILITIES**

5.1      The Consultant shall
report to and carry out all lawful instructions and directions given to him by
the Board of Directors and such duties and responsibilities as the Board of
Directors of the Company may from time to time reasonably determine.

5.2      The Consultant shall
faithfully serve the Company and shall use his best efforts to promote the
interests thereof.

5.3      During the term of this
Agreement, the Consultant shall not, without the prior written consent of the
Company, such consent not to be unreasonably withheld, unless such consent would
be detrimental to the interests of the Company:

| | (a) | take any act, the probable result of which would be
      detrimental to the business of the Company or its subsidiaries or would
      cause the relations between the Company or its subsidiaries and its
      suppliers, Consultants, shareholders or others to be
  impaired.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.4      The Consultant will
retain all confidential information about the business, affairs, prospects,
financial plans, mineral properties, mineral resources, business relationships,
methods, plans and processes of the Company and its affiliates ("Confidential
Information") in the strictest confidence and will not disclose or permit the
disclosure of Confidential Information in any manner other than in the course of
employment with and for the benefit of the Company or as required by law or by a
regulatory authority having jurisdiction. The Consultant will not use
Confidential Information for his benefit nor permit it be used for the benefit
of any other person or to the detriment of the Company, either during the term
of this Agreement or thereafter. The Consultant will take all reasonable
precautions in dealing with Confidential Information so as to prevent any person
from having unauthorized access to it.

5.5      The Consultant will
perform his duties in compliance of all statutes, regulations, and instructions
of the US Securities and Exchange Commission.

**6.**      
**TERMINATION OF EMPLOYMENT**

6.1      In this section 6:

| | (a) | "Control change" means:
| | --- | -----------------------
| |     |                        
| |     | i)                     

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| |      | commitment or understanding, or by virtue of a related
      series of such events, and whether by transfer of existing shares or by
      issuance of shares from treasury or both;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ii)  | the amalgamation or consolidation of the Company with, or
      merger of the Company into, any other person, unless 1) the Company is the
      surviving person or the person formed by such amalgamation or
      consolidation, or into which the Company has merged, is a corporation and
      2) immediately after giving effect to such transaction at least 60% of the
      voting rights attached to all outstanding voting shares of the Company or
      the corporation resulting from such amalgamation or consolidation, or into
      which the Company is merged, as the case may be are owned by persons who
      held at least 60% of the voting rights attached to all outstanding voting
      shares of the Company immediately before giving effect to such
      transaction; or
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | iii) | the direct or indirect transfer, conveyance, sale, lease
      or other disposition, by virtue of a single event or a related series of
      such events, of 90% or more of the assets of the Company in terms of gross
      fair market value to any person unless 1) such disposition is to a
      corporation and 2) immediately after giving effect of such disposition, at
      least 60% of the voting rights attached to all outstanding voting shares
      of such corporation are owned by the Company or its affiliates or by
      persons who held at least 60% of the voting rights attached to all
      outstanding voting shares of the Company immediately before giving effect
      to such disposition.                                                                          

| | (b) | "Severance Package" means:                                                                        
| | --- | --------------------------------------------------------------------------------------------------
| |     |                                                                                                   
| |     | (i)                                                                                               
| |     |                                                                                                   
| | (c) | "Person" includes any corporation, partnership, joint
      venture or unincorporated association.

6.2      The Company shall be
entitled to terminate the appointment and employment of the Consultant:

| | (a) | by reason of:
| | --- | -------------
| |     |              
| |     | (i)          
| |     |              
| |     | (ii)         

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| | (iii) | his failure to carry out the provisions of this Agreement
      in a material manner insofar as the failure relates to services and duties
      to be performed by him;                                                                                                               
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                        
| | (iv)  | his failure due to incompetence or negligence to perform
      assigned duties in a manner acceptable to the Company, which failure is
      not fully remedied by the Consultant within 10 days after notice in
      writing thereof has been given by the Company to the Consultant;
| |       |                                                                                                                                                                                                                                                                                        
| | (v)   | his conviction for a criminal offence, which conviction
      materially and adversely affects the Company; or                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                        
| | (vi)  | other just cause,                                                                                                                                                                                                                                                                      

| |     | and upon such termination the Company will pay the
      Consultant his consulting fee earned to the date of termination in
      accordance with section 3.1 but the Company shall not be required to
      provide the Consultant with the Severance Package; or
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                   
| | (b) | at any time without cause by providing the Consultant
      with the Severance Package as set out in section 6.1 (b) and the stock
      options as set out in section 6.5.                                                                                       

6.3      If the Company makes a
material adverse change in the duties or responsibilities assigned to the
Consultant, the Consultant may elect, by notice in writing, within 30 calendar
days of the material adverse change, to terminate this Agreement pursuant to
section 6.6. If the Consultant notifies the Company of such election, the
Company shall provide the Consultant with the Severance Package except as set
out in section 6.5.

6.4      If a Control Change occurs,
the Consultant may elect, by notice in writing, within 30 calendar days of the
Control Change, to terminate this Agreement pursuant to section 6.6. If the
Consultant notifies the Company of such election, the Company shall provide the
Consultant with the Severance Package as set out in section 6.5.

6.5      If a Control Change
occurs and this Agreement is terminated pursuant to section 6.2(b) or section
6.3, all the Consultant's stock options which have not theretofore been
exercised, shall terminate 90 days after the date of the Control Change or
termination pursuant to section 6.2(b) or section 6.3. The Consultant shall be
entitled to exercise only those stock options which have vested pursuant to the
Companys stock option plan prior to 90 days after the date of the Control
Change or termination.

6.6      The Consultant may terminate
his employment at any time upon giving 60 days' notice to the Company in
writing.

6.7      Upon termination of this
Agreement, the Consultant agrees that all confidential files, information and
documents pertaining to the Company's business shall remain the property of the
Company.

**7.**      
**GENERAL**

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7.1      Each provision and
paragraph of this Agreement is a separate and distinct covenant and severable
from all other such separate and distinct covenants. If any covenant or
provision herein contained is determined to be void or unenforceable in whole or
in part, such determination shall not affect or impair the validity or
enforceability of any other covenant or provision contained in this Agreement
and the remaining provisions of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

7.2      This Agreement may not
be assigned by the Company or the Consultant without the prior written consent
of the other party, which consent shall be in the sole discretion of the other
party.

7.3      This Agreement replaces,
supersedes and cancels all prior agreements, representations and understandings
between the Company and the Consultant in respect of the Consultant's employment
by the Company or the termination of such employment.

7.4      No amendment or waiver
of any provision of this Agreement shall be binding upon a party unless made in
writing and signed by both parties.

7.5      Any notice in writing
required or permitted to be given to the Consultant hereunder shall be
sufficiently given if served on the Consultant personally or mailed by
registered mail, postage prepaid, addressed to the Consultant at his address
shown on page one of this Agreement. Any notice so mailed shall be deemed to
have been received by and given to the Consultant 2 business days following the
date of mailing. Any notice in writing required or permitted to be given to the
Company hereunder shall be given by registered mail, postage prepaid, addressed
to the Chairman of the Company at its head office. Any notice so mailed shall be
deemed to have been received by and given to the Company 2 business days
following the date of mailing. Either party may at any time give notice in
writing to the other of any change of address of the party giving such notice
and from and after the giving of such notice, the address therein specified
shall be deemed to be the address of such party for the giving of notices
hereunder.

7.6      The Consultant
acknowledges that:

| | (a) | he has read and understands this Agreement; and                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | he has been encouraged by the Company to obtain and has
      obtained independent legal advice in connection with this Agreement and
      the provisions hereof.

7.7      The provisions of this
Agreement and the relationship between the parties shall be construed in
accordance with and governed by the laws of British Columbia. The parties hereby
attorn to the jurisdiction of the courts of British Columbia.



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

URANERZ ENERGY CORPORATION



|Per: |                      | 
|---- | -------------------- | 
|     | Authorized Signatory | 

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|SIGNED, SEALED AND DELIVERED  | ) |                
|----------------------------- | - | ---------------
|by CATCHPOLE ENTERPRISES INC. | ) |                
|in the presence of:           | ) |                
|                              | ) |                
|                              | ) |                
|                              | ) | Glenn Catchpole
|                              | ) |                
|                              | ) |                
|Address                       | ) |                
|                              | ) |                
|                              | ) |                
|                              | ) |                
|                              | ) |                
|                              | ) |                
|Occupation                    | ) |                

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