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AGREEMENT

This Agreement made and entered into as of the 18 day of
November, 2005 between Henry J. Donaldson of 2414 E 9th Street,
Casper, Wyoming herein referred to as Seller and Uranerz Energy Corporation of
222 Carriage Circle, Cheyenne, Wyoming, duly authorized to do business in the
state of Wyoming herein referred to as Buyer.

Time is of the essence with this Agreement.

W I T N E S S E T H:

WHEREAS, Seller is the owner of ten unpatented lode mining
claims located in Township 44N Range 76 North 6thPrinciple Meridian
in portions of Sections 13, 14 and 23, County of Campbell, Wyoming further
identified as follows:

Claim name
    BLM Serial Number
    Recorded in County Book/pageJC#1
    WMC233039
    95;217JC#2
    WMC233040
    95;218JC#3
    WMC233041
    95;219JC#20
    WMC233057
    95;235JC#22
    WMC233059
    95;237JC#24
    WMC233061
    95;239JC#25
    WMC233062
    95;240JC#26
    WMC233063
    95;241JC#27
    WMC233064
    95;242WSC#1
    WMC233000
    95;253


WHEREAS, Seller has agreed to sell, and Buyer has agreed to buy
these claims under the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of mutual covenants and
agreements hereinafter set forth, the parties hereto agree as follows:

Seller shall execute and deliver to Buyer a quitclaim deed in
the form of Exhibit A attached hereto and by this reference made a part hereof,
conveying to Buyer all of Sellers right, title, and interest in and to the
subject claims

Purchase Price:

For and in consideration of the conveyance of the valid
quitclaim deed as described above and included in Exhibit A Seller does hereby
agree to sell and Buyer does hereby agree to buy all the claims listed above for
$****** (*** ***************** U.S dollars) payable as follows with no interest.
All dollar figures in this agreement are of U.S dollars.

Upon signing the quitclaim deed
....................................................$ January 31, 2006
.................................................................................$
June 30, 2006
.......................................................................................$
January 31, 2007
.................................................................................$

Production Royalty:

No production royalty and no royalty of any kind or form is due
Seller.

Abandonment or Surrender:

Buyer has the right to surrender and abandon any portion or all
claims listed above at any time whatsoever by first giving notice to Seller at
least sixty days prior to the contemplated date of surrender or abandonment.
Seller may at his sole discretion give written notice at least 15 days prior to
the surrender or abandonment date indicating the desire to receive all Buyers
rights and interest in these lode mining claims or any part thereof, free and
clear of all clouds or encumbrances including environmental liabilities caused,
suffered or created by, through or under Buyers ownership. Thereupon, Buyer
shall be relieved from all obligations thereafter accruing under this agreement
or otherwise with respect to the claims covered by this document.

Forfeiture:

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If for any reason there shall be a default on the part of
Buyer, such as failure to pay the fees owed under the above schedule of payments
the interests herein assigned to Buyer shall be subject to forfeiture at the
election of the Seller after 30 days written notice is given by Seller to
Buyer.

Notice:

All notices provided for herein shall be considered as having
been properly given when and at the time the same shall have been deposited in
the United States mail, certified, with all required postage thereon prepaid,
and addressed to whom the notice is given as follows:

|Seller: | Henry J. Donaldson            
|------- | ------------------------------
|        | 2414 East 9thStreet           
|        | Casper, WY 92609              
|        |                               
|Buyer:  | Uranerz Energy Corporation    
|        | 222 Carriage Circle           
|        | Cheyenne, WY 82009            
|        |                               
|        | Attention: Mr. Glenn Catchpole

Each party may change the address for the purpose of this
paragraph by giving written notice to the other.

Lawsuits:

If a lawsuit or other legal action is brought by a third party
as a result of this sale Buyer agrees to defend Seller up to a maximum of
$****** overall costs of attorney fees, and court costs. Buyer at their sole
discretion can exceed this $****** figure.

Severability:

If any provision of this agreement is or shall become illegal,
invalid or unenforceable, in whole or in part, the remaining provisions shall
nevertheless be and remain valid and enforceable and the said remaining
provisions shall be construed as if the Agreement had been executed without the
illegal invalid or unenforceable portion.

Special Warranty:

Seller warrants title by, through and under him and no
others.

Governing Law:

This Agreement shall be construed and governed by the laws of
Wyoming Agreed to this 18thday of the month of November year 2005

Buyer:

|Glenn
      Catchpole    | 
|-------------------------- | 
|Uranerz Energy Corporation | 



Seller

|Henry
      Donaldson | 
|----------------------- | 
|Henry Donaldson         | 

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