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CONSULTING AGREEMENT

THIS AGREEMENT made and entered into this day of February 1,
2007 by and between O&M Partners, LLC, (Consultant) and Uranerz Energy
Corporation.

PARTIES

O & M Partners, LLC.708 Third Avenue, 5th Floor
New York, NY 10017

&

Uranerz Energy Corporation800 West Pender Street,
Suite 1410 Vancouver, British Columbia Canada V6C 2V6

RECITALS

WHEREAS, Client has agreed to engage Consultant to provide
investor relation services upon the terms and conditions contained herein.

NOW THEREFORE in consideration of the mutual covenants and
agreements made herein, the parties do hereby agree:

I. TERM

The term of this agreement shall begin the date of this
agreement (February 1, 2007), and extends for twelve months. This agreement
begins with receipt of the first months retainer.

II. SCOPE OF SERVICES

Consultant hereby agrees to use his best efforts during the
term of this agreement and all extensions thereof to initiate contacts and
meetings with institutional investors, independent money managers and market
makers on behalf of Uranerz Energy Corporation. Consultant will also follow-up,
update and generate interest on behalf of the Client. Client shall provide
Consultant with due diligence packages and be responsible for cost postage and
other expenses.

Any additional services by and between the parties herein shall
be outlined in an addendum (Exhibit B) and become a part of this
agreement.

Consultant shall not engage in any activity that directly
conflicts with the Client; however, Client hereby acknowledges and understands
that Consultant shall represent and service other clients in the same manner as
he does the Company and that the Client, is not an exclusive Client of
Consultant. It is understood that Consultant services includes contact with
shareholders/investors and other traditional services provided by IR firms.

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Consultant shall treat as proprietary any and all information
belonging to the Client disclosed to Consultant in the course of the performance
of services provided by Consultant. Consultant further acknowledges that in the
performance of his services to Client that specific sensitive information
concerning the Company, its operations and/or affiliates, the disclosure of
which to third parties would violate securities rules/regulations will be kept
in strict confidence.

III. COMPENSATION

Monthly fee and payments thereof shall be due and payable in
advance, however, special services billing and payments shall be as agreed upon
on a case by case basis. Client agrees that initial payment for special services
shall be as follows:

Monthly fee is a total of US $5,000 plus $172 stock
  research fee and $50 fixed rate for long distance telephone usage, payable by
  direct wire on the first day of each monthly term.

Additionally, Client agrees to grant Consultant 50,000
  warrants pursuant to the terms of the warrant agreement attached hereto as Exhibit
  A", exercisable for one year, at the closing market price as quoted
  on the American Stock Exchange (AMEX) on February 1, 2007. The warrants
  will only be exerciseable upon receipt of an additional listing approval from
  AMEX.

Any cost and expenses incurred by Consultant on behalf of
Client not covered by the aforementioned shall be reimbursed by Client upon
documentation of such expense by Consultant.

IV. REPRESENTATION & INDEMNIFICATION BY
CONSULTANT

Consultant shall devote time and effort in performing services
hereunder as is reasonably required and at reasonable times. Consultant agrees
to indemnify Client against and to hold harmless from any claims, demands,
suits, loss and damages arising out of any inaccurate statement or
misrepresentation provided that such indemnification shall not pertain to any
information provided by or attributable to Client.

Consultant and Client recognize that certain responsibilities
and obligations are imposed by federal, provincial and state securities laws and
by the applicable rules and regulations of the federal and state securities
commissions. Accordingly, Consultant agrees that:

| | A. | Consultant shall not release any financial or other
      material information or data about Client and its business without the
      consent of and approval of Client.        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                  
| | B. | Consultant shall not conduct any meetings with financial
      analysts regarding Client without informing Client of the proposed meeting
      and its general format or agenda.

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| | C. | Consultant shall not release any information or data
      about Clients affairs to selected limited person(s), entity or group if
      Consultant is aware that such information or data has not been generally
      released or promulgated.                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | D. | Consultant will not offer to sell or any solicitation of
      an offer to buy, any securities of Client, except in compliance with all
      applicable federal and state securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | E. | Consultant will not engage in any Directed Selling
      Efforts as that term is defined under Regulation S of the Securities Act
      with respect to any security of Client;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | F. | Consultant will not engage in any form of general
      solicitation or general advertising (as those terms are used in Regulation
      D under the Securities Act) or in any manner involving a public offering
      within the meaning of Section 4(2) of the Securities Act with respect to
      any security of Client;                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | G. | Consultant will comply with all applicable laws in
      connection with the services it provides to Client under this Agreement,
      including all applicable regulations, rules, rulings and orders made
      thereunder and the securities legislation, policies, and rules of each
      other relevant jurisdiction in which any services are provided;                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | H. | Consultant represents and warrants that this Agreement
      between Client and Consultant does not and will not conflict with, and
      does not and will not result in a breach of, or constitute a default under
      (i) any statute, rule or regulation applicable to Consultant; (ii) the
      constating documents, bylaws or resolutions of Consultant which are in
      effect at the date hereof; (iii) any agreement, debt instrument, mortgage,
      note, indenture, instrument, lease or other document to which Consultant
      is a party or by which it is bound; or (iv) any judgment, decree or order
      binding Consultant or the property or assets of Consultant;
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | I. | Consultant acknowledges and agrees that Client does not
      intend and will not register the warrants or the shares of common stock
      issuable upon exercise of the warrants under the Securities Act of 1933,
      as amended (the Securities Act), and that the securities will be
      restricted securities as defined under Rule 144 of the Securities
      Act;                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | J. | Consultant is, or at the time any offer and sale of
      securities is made will be, authorized and licensed under all applicable
      law (including, without limitation, the Exchange Act of 1934, as amended,
      and all applicable regulations, rules, rulings and orders made thereunder
      and the securities legislation, policies, and rules of each other relevant
      jurisdiction in which any securities are offered and/or sold) to conduct
      all activities contemplated under this agreement, including by not limited
      to, providing the services under this
Agreement;                                                                                      

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V. REPRESENTATION & INDEMNIFICATION BY
CLIENT

Client shall be deemed to make a continuing representation of
the accuracy of any and all material facts, information and data which it
supplies to Consultant and Client acknowledges its awareness that Consultant
will rely on such continuing representation in disseminating such information
and otherwise performing its investor relation functions. Client hereby agrees
to indemnify the Consultant against and to hold the Consultant harmless from any
claims, demands, suits, loss or damages arising out of Consultants reliance
upon the accuracy and continuing of such facts, information and data.

VI. AMENDMENTS

This agreement may be modified or amended provided such
modifications or amendments are mutually agreed upon by and between the parties
hereto and that such modification or amendments are made in writing and signed
by both parties.

VII. ASSIGNABILITY

This contract is not assignable by Consultant but shall be
assignable by the Client in connection with the sale, transfer or other
disposition of its business.

VIII. SEVERABILITY

If any provision of this agreement shall be held to be contrary
to law, invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable.

IX. NON WAIVER

The failure of either party, at any time, to require specific
performance of the other party shall not be construed to be a waiver of such
right to require specific performance and in no way shall affect such partys
right subsequently to require full performance hereunder.

X. TERMINATION

This agreement may not be terminated by either party prior to
the expiration of the term herein except as upon bankruptcy of either party,
material breach by either party, or death of the Consultant. Termination shall
not relieve Client of its obligation to pay Consultant any monies/securities
due.

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IX. MISCELLANEOUS

A. LAW. Any dispute between Consultant and Client involving the
interpretation or application of any provision of this contract shall be
governed by the laws of the State of New York.

B. NOTICES. Any notice required or permitted to be given under
this agreement shall be sufficient if in writing and sent by certified mail
return receipt requested to the principal office of the party to be so
notified.

C. COUNTERPART. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.

D. CAPTIONS. The headings and section references in this
Consulting Agreement are for convenience or reference only and are not intended
to interpret, define or limit the scope, extent or intent of this Consulting
Agreement or any provisions thereof.

|Client:                            | Consultant:       
|---------------------------------- | ------------------
|                                   |                   
|Sign:// Dennis Higgs               | By: // David Mandy
|                                   |                   
|Print: ________________________    |                   
|                                   |                   
|Uranerz Energy Corporation         | O&M Partners, LLC.
|800 West Pender Street, Suite 1410 | 708 Third Avenue  
|Vancouver, British Columbia        | New York, NY 10017
|Canada V6C 2V6                     |                   

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