Filed by Automated Filing Services Inc. (604) 609-0244 - Uranerz Energy Corporation - Exhibit 10-6






CONSULTING AGREEMENT

THIS AGREEMENT is made as of July 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:


  
    
      
        
          UBEX CAPITAL INC., of Suite 1410 – 800
            West Pender Street Vancouver, B.C., V6C 2V6; 

          (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 Vancouver, B.C.

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 Cdn $10,000.00
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.




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) 	
      an acquisition of 100% or more of the voting rights
      attached to all outstanding voting shares of the Company by a person or
      combination of persons acting in concert by virtue of an agreement,
      arrangement, 



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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) 
	
      The Company shall provide the Consultant with a payment
      equal to one times his annual compensation (based on the Consultant's
      annual compensation at the time of his termination of employment),
      structured and paid in accordance with the Consultant's instructions,
      subject to the Company's statutory obligations; 

	 	 	
       
	
       

	 	(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) 	
      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 behaviour or refusal to comply with the reasonable policies or
      procedures established by the Company; 

	 	 	 	
       

	 		(ii) 	
      his inability for any reason to perform his duties
      hereunder for a continuous period of 26 weeks during the term of this
      Agreement; 



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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: 	“Glenn Catchpole” 	 
	  	Authorized Signatory 	 


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	SIGNED, SEALED AND DELIVERED 	) 	  
	by UBEX CAPITAL INC. in the 	) 	  
	presence of: 	) 	  
	  	) 	  
	  	) 	“Dennis Higgs” 
	  		 Dennis L. Higgs 
	  	) 	  
	  	) 	  
	Address 	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	  	) 	  
	Occupation 	) 	  


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