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CONSULTING AGREEMENT

THIS AGREEMENT is made as of May 23, 2006

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:

BENJAMIN LEBOE, doing business as Independent Management
Consultants of B.C., a proprietorship registered in British Columbia, of
16730 Carrs Landing Road, Lake Country, BC, Canada, V4V 1B2

(the Consultant")

WHEREAS the Company and the
Consultant wish to confirm in writing the terms on which the Consultant will
provide 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 his office in Lake Country, BC with travel to
various Company locations as necessary to fulfill the duties of Chief Financial
Officer.

1.3 ****The
Consultant hereby accepts his engagement as Chief Financial Officer of the
Company and agrees to discharge the duties of Chief Financial Officer as
required to enable the Company to meet its requirements as a reporting issuer
under the Securities Exchange Act of 1934 (the Exchange Act).

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.       FEES

3.1 ****The
Company shall pay the Consultant fees for services rendered, as determined and
invoiced monthly, based on a rate of Cdn $10,000/mo. plus applicable tax (GST).
It is anticipated that the Consultant will spend approximately half his time
carrying out the duties and responsibilities in accordance with section 5 of
this Agreement, with expected monthly fees of Cdn $5000.

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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 engagement and
for which appropriate statements and vouchers are submitted to the Company. The
Company shall provide indemnity against Company-related legal action, to the
extent permissible under the Nevada Revised Statutes, the articles and bylaws of
the Company and applicable law, and to include the Consultant in any company or
directors insurance policy .

4.2 vServices shall be provided at such times as the Consultant
and the Company may determine, having regard to the operations of the Company
and the terms of this Agreement.

4.3 vThe Company may, in its complete discretion, from time to
time, grant stock options to the Consultant in accordance with its stock option
plans. Except as expressly set forth herein, 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 Consulting Agreement. The Consultant acknowledges
the grant by the Company on May 23, 2006 to the Consultant of options to
purchase 100,000 shares of the Companys common stock a price of $1.96 per share
for a term expiring May 23, 2011(the Initial Stock Options) pursuant and
subject to its 2005 Non-Qualified Stock Option Plan (the Stock Option
Plan).

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 in his capacity as Chief Financial
Officer and such duties and responsibilities as the Board of Directors of the
Company may from time to time reasonably determine, which duties and
responsibilities will include such matters as are customarily performed by
someone serving as chief financial officer of a publicly traded company that is
reporting under the Exchange Act.

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) | engage in any business or occupation or become a
      director, officer or agent of any other company, firm or individual
      engaged in active business which is similar to or directly competitive
      with the business of the Company, or with such other businesses which may
      be carried on by the Company from time to time (except for the
      Consultant's participation as a director, officer, employee, consultant or
      shareholder in an affiliate of the Company and any personal investment or
      management company); or
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | 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 this engagement with and for the benefit of the Company or as
required by law or by a regulatory authority

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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 with all applicable law,
including the Securities Act of 1933 (the 1933 Act), the Exchange Act and the
rules and regulations of the US Securities and Exchange Commission.

6.       TERMINATION OF
ENGAGEMENT

6.1 ****In
this section 6:

| | (a) | "Control change" means:                                                                           
| | --- | --------------------------------------------------------------------------------------------------
| |     |                                                                                                   
| |     | i)                                                                                                
| |     |                                                                                                   
| |     | ii)                                                                                               
| |     |                                                                                                   
| |     | iii)                                                                                              
| |     |                                                                                                   
| | (b) | "Person" includes any corporation, partnership, joint
      venture or unincorporated association.

6.2 ****The
Company shall be entitled to terminate the appointment and engagement of the
Consultant for Cause, as defined below. In the event of termination for Cause,
the Company will pay the Consultant his consulting fee earned to the date of
termination in accordance with section 3.1 but all stock options granted to the
Consultant, whether vested or not and including the Initial Stock Options, will
terminate as of the date of termination and the Company will have no further
liability or obligation to the Consultant. For the purposes of this Agreement,
Cause means, with respect to the Consultant:

| | (i) | his conduct which is materially detrimental to the
      business of the Company or which materially and adversely affects his
      ability to perform his duties hereunder, including excessive use of
      alcohol or drugs, excessive absences without justification, immoral or
      improper behavior or refusal to comply with the reasonable policies or
      procedures established by the Company;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)  | his inability for any reason to perform his duties
      hereunder for a continuous period of 4 weeks during the term of this
      Agreement;                                                                                                                                         
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                        
| | (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.                                                                                                                                                                                                                                                                      

6.3 ****The
Company shall be entitled to terminate the appointment and engagement of the
Consultant at any time without Cause upon giving 45 days notice to the
Consultant. If the Company terminates without Cause, then (i) the Company will
pay the Consultant his consulting fee earned to the date of termination in
accordance with section 3.1, (ii) the Initial Stock Options will continue in
full, force and effect for the duration of their term, notwithstanding any
provisions to the contrary in the Stock Option Plan, and (iii) the Consultant
will not be entitled to any additional compensation.

6.4 vIf 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 to terminate, then (i) the Company will pay the
Consultant his consulting fee earned to the date of termination in accordance
with section 3.1, (ii) the Initial Stock Options will continue in full, force
and effect for the duration of their term, notwithstanding any provisions to the
contrary in the Stock Option Plan, and (iii) the Consultant will not be entitled
to any additional compensation.

6.5 ****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. If the
Consultant notifies the Company of such election to terminate, then (i) the
Company will pay the Consultant his consulting fee earned to the date of
termination in accordance with section 3.1, (ii) the Initial Stock Options will
continue in full, force and effect for the duration of their term,
notwithstanding any provisions to the contrary in the Stock Option Plan, and
(iii) the Consultant will not be entitled to any additional compensation. With
respect to stock options granted to the Consultant other than the Initial Stock
Options, the Consultant shall be entitled to exercise only those stock options
which have vested pursuant to the Stock Option Plan for a period of 90 days
after the date of the Control Change or termination.

6.6**** The
Consultant may terminate his engagement at any time upon giving 45 days' notice
to the Company in writing.

6.7**** Upon
termination of this Agreement for any reason, the Consultant agrees that all
confidential files, information and documents pertaining to the Company's
business shall remain the property of the Company, and shall promptly be
delivered by the Consultant to the Company's office. No photostatic copy,
duplication or reproduction of any kind whatsoever shall be made of such files,
information or documents without the express written consent of the Company

7.       GENERAL

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

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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 engagement by the Company or the termination of such
engagement.

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

|SIGNED, SEALED AND DELIVERED |                                                
|---------------------------- | -----------------------------------------------
|By BENJAMIN LEBOE            |                                                
|in the presence of:          |                                                
|                             |                                                
|                             |                                                
|                             | **BENJAMIN LEBOE, doing
      business as**    
|                             | **Independent Management
      Consultants of**
|                             | B.C.,                                          

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