Filed by Automated Filing Services Inc. (604) 609-0244 - Uranerz Energy Corporation - Exhibit 10.3






FINANCIAL PUBLIC RELATIONS
AGREEMENT

	Between: 	ACCENT MARKETING
      LTD 
	  	(the “Consultant”) 
	At: 	Deisenhofener Strasse 79c 
	  	81539 Muenchen, Germany 
	  	Facsimile: 011-49-89 62021038 
	  	  
	  	  
	And: 	URANERZ ENERGY CORP. 
	  	(the “Company”) 
	At: 	Suite 1410 
	 	800 West Pender
    Street,  
		Vancouver, B.C.,
    Canada  
	  	V6C 2V6 
		Facsimile:
    604-689-1722  


IN CONSIDERATION of the mutual promises and covenants and the
terms and conditions set out in sections 1.00 through 9.00 attached, the Company
hereby offers and the Consultant hereby accepts engagement with the Company upon
the terms and conditions set forth herein:

	Position: 	
      Financial Public Relations for Europe. 

	Services:   	
      Services to be provided shall relate generally to the
      position of the Consultant and shall include those items and be provided
      in the manner described in Schedule A. 


	Term of Agreement:  
	
      This Agreement shall have an initial term of 3 months and
      be deemed to have commenced on November 1st, 2005, notwithstanding the
      date of execution. 


	Compensation:    
          	
      As consideration for the Services of the Consultant
      hereunder, the Company shall pay the Consultant a fee of USD 6,000 per
      month. Additionally the Consultant will be paid by 100,000 shares of
      restricted Stock in the Company. The Company will provide the Consultant
      with a “Letter of Opinion” when the contract will not be terminated after
      the initial 3 months but not later than February 1st 2006.
    





	Expense
      
Reimbursement: 	
      The Company shall also pay the Consultant an expense
      reimbursement of up to USD 32,000 in the first three months of this
      Agreement 





	Executed and delivered by and on behalf of
      the Company 	Executed and delivered by the Consultant
      effective 
	effective _________________. 	___________________. 
	  	  
	URANERZ ENERGY CORP. 	ACCENT MARKETING LTD. 
	  	  
	Per:                         ”Glenn
      Catchpole                         	                         ”Joerg
      Schweizer”                         
	           
             Glenn Catchpole 	Joerg Schweizer, Director







CONSULTING AGREEMENT 
TERMS AND CONDITIONS

1.00       Representations,
Warranties, and Covenants of the Consultant

1.01       The
Consultant represents and warrants to, and covenants with, the Company, as
follows:

	a. 	
      the Consultant has the ability, experience and skills
      necessary to carry out its obligations under this Agreement; 

	 	
       

	b. 	
      the Consultant and its officer, employees, agents and
      consultants shall comply with all securities laws and regulations
      applicable to the Company or the Consultant, and all policies, rules and
      requirements of any exchange or quotation system on which the shares of
      the Company trade; 

	 	
       

	c. 	
      the Consultant shall, and shall cause its officers,
      employees, agents and co-consultants to, act at all times in the best
      interests of the Company; 

	 	
       

	d. 	
      the Consultant, upon notice from the Company, will cease
      all Services for the period directed by the Company without effect on the
      payment of compensation due hereunder unless this Agreement is terminated
      in connection with the request to cease Services; 

	 	
       

	e. 	
      the Consultant will not distribute or disseminate any
      information concerning the Company in any form or medium, unless such
      information has been provided to the Consultant by the Company for
      distribution or dissemination, or the Company has reviewed and approved
      such information prior to its distribution of dissemination by the
      Consultant; and 

	 	
       

	f. 	
      the Consultant will not engage in any transaction
      involving the offer or sale of securities of the Company, and will not
      solicit or encourage any other party to engage in any transaction
      involving the offer or sale of securities of the Company, at any time that
      the Consultant is in possession of material non-public information
      concerning the Company. 

	 	
       

	g. 	
      The Consultant hereby covenants and agrees to indemnify
      the Company, its stockholders, directors, officers, employees, affiliates,
      and agents and their respective successors and assigns and to hold them
      harmless from and against any and all losses, claims, liabilities,
      obligations, fines, penalties, damages and expenses, including reasonable
      attorney’s fees incurred by any of them resulting from or arising out of
      any action by the Consultant which constitutes a violation of any law or
      regulation or as a result of any misrepresentation made by the Consultant.
      



2.00      
Position

2.01       The
Consultant shall provide the Services indicated on the first page hereof and in
such capacity, shall carry out the duties and responsibilities commensurate with
that position as such duties are more specifically defined from time to time
during the term of this Agreement by the Board of Directors of the Company.

2.02       In
providing its services hereunder, the Consultant shall report to and take
directions from the Chief Executive Officer or Chief Financial Officer of the
Corporation, subject to overriding directions from the Board of Directors of the
Company.

3.00       Terms;
Termination of Engagement

3.01       The
term of engagement pursuant to this Agreement shall be for the term stated on
the first page hereof and thereafter engagement shall continue on a monthly
basis until terminated by the Company or the Consultant. Either party may
terminate the Consultant's engagement as follows:

	a. 	
      the Consultant may terminate his services at any time and
      for any reason upon one month’s written notice to the Company; 

	 	
       

	b. 	
      the Company may terminate the Consultant's services at
      will. If the Company terminates the Consultant's engagement without cause,
      the Consultant's compensation and benefits shall continue for at least one
      month; 







Consulting Agreement
Page 3

	c. 	
      the Company may terminate the Consultant's services for
      cause after reasonable notice of any non-performance has been given by the
      Company to the Consultant and a reasonable opportunity has been afforded
      to the Consultant to remedy any instance of non-performance. For purposes
      of the preceding sentence, "cause" shall include but not be limited to:
      

	 	
       
	
       

		
      i. 
	
      fraud, 

		
      ii. 
	
      conviction or confession of an indictable offense,
  

		
      iii. 
	
      destruction or theft of the Company's property,


		
      iv. 
	
      misconduct materially injurious to the Company, or
  

		v. 	
      any breach or threatened breach of this Agreement.
  



3.02       If
the Consultant's engagement is terminated:

	a. 	
      subject to paragraph 3.01.b, no further compensation
      coming due under this Agreement after the date of termination shall be
      payable by the Company; and 

	 	
	b. 	
      the Consultant shall continue to be bound by the terms of
      section 6.00 of this Agreement. 



4.00       Compensation


4.01      
During the term of this Agreement, the Consultant shall be paid in accordance
with the compensation provisions on the first page hereof. This compensation may
be increased from time to time subject to the approval of the Board of Directors
of the Company and, where required, any regulatory body having jurisdiction.

5.00      
Non-circumvention of Consultant

5.01       In
and for valuable consideration, the Company agrees that:

	a. 	
      the Consultant may introduce the Company (whether
      written, oral, data, or otherwise made by the Consultant) to opportunities
      (the “Opportunities”), including, without limitation, existing or
      potential investors, lenders, borrowers, trusts, corporations, and
      unincorporated business entities; 

	 	
       

	b. 	
      the identity of the Opportunities, and all other
      information concerning the Opportunities (including, without limitation,
      all mailing information, telephone and facsimile numbers, email addresses,
      and other contact information) introduced hereunder are the property of
      the Consultant and shall be treated as confidential information;


	 	
       

	c. 	
      it shall not use such information except in the context
      of joint venture with the Consultant, and never without the Consultant’s
      prior written approval; 

	 	
       

	d. 	
      neither it, nor its employees, affiliates and assigns
      shall enter into, or otherwise arrange (either for itself or any other
      person of entity) any business relations, contact any person of an
      Opportunity, either directly or indirectly, or any of its affiliates, or
      accept any compensation or advantage in relation to an Opportunity except
      as directed through the Consultant, without the prior written approval of
      the Consultant. 



The Consultant is relying on the Company to assent to these
terms and the intent of the Company to be bound by the terms as evidenced by the
Company’s execution of this Agreement. Without the assent of the Company to
these terms, the Consultant would not introduce any Opportunity or disclose any
confidential information in pursuance of this Agreement.

6.00      
Confidentiality

6.01       The
Consultant agrees that, except as directed by the Company, the Consultant will
not at any time, whether during or after his engagement with the Company, use or
disclose to any person for any purpose other than for the benefit of the Company
any Confidential Information, or permit any person to use, examine and/or make
copies of any documents, files, data or other information sources which contain
or are derived from Confidential Information, whether 




Consulting Agreement
Page 4

prepared by the Consultant or otherwise coming into the
Company's possession or control without the prior written permission of the
Company.

6.02       The
Consultant agrees that upon request by the Company and in any event upon
termination of engagement, the Consultant shall turn over to the Company (or
provide proof of destruction of) all Confidential Information in the
Consultant's possession or under his control which was created pursuant to, is
connected with or derived from the Consultant's services to the Company, or
which is related in any manner to the Company's business activities or research
and development efforts, whether or not such materials are in the Consultant's
possession as of the date of this Agreement.

7.00       Saving
Provision

7.01       The
Company and the Consultant agree and stipulate that the agreements and covenants
contained in the preceding sections 5.00 and 6.00, including the scope of the
restricted activities described therein and the duration and geographic extent
of such restrictions, are fair and reasonably necessary for the protection of
the parties and the information described, goodwill and other protectable
interests, in light of all of the facts and circumstances of the relationship
between the Consultant and the Company. In the event a court of competent
jurisdiction should decline to enforce any provision of the preceding
paragraphs, such paragraphs shall be deemed to be modified to restrict them to
the maximum extent, in both time and geography, which the court shall find
enforceable.

8.00       Injunctive
Relief

8.01       Each
party acknowledges that a breach or threatened breach of any of the covenants or
other agreements contained herein would give rise to irreparable injury to the
party relying on such covenant or other agreement which injury would be
inadequately compensable in money damages. Accordingly, such party or where
appropriate, a client of such party, may seek and obtain an injunctive relief
from the breach or threatened breach of any provision, requirement or covenant
of this Agreement, in addition to and not in limitation of any other legal
remedies which may be available.

8.02       The
parties acknowledge and agree that the covenants contained herein are necessary
for the protection of the parties’ respective legitimate business interests and
are reasonable in scope and content.

9.00      
General

9.01       This
Agreement and all matters arising hereunder will be governed by and construed in
accordance with the laws of the State of Nevada, and the laws of the United
States applicable therein, and all disputes and claims, whether for specific
performance, injunction, declaration or otherwise howsoever both at law and in
equity, arising out of or in any way connected with this Agreement will be
referred to the courts of the State of Nevada exclusively, and, by execution and
delivery of this Agreement, each party hereby irrevocably submits and attorns to
such jurisdiction.

9.02       In
the event it becomes necessary to enforce this Agreement through legal action,
whether or not a suit is actually commenced, the party which obtains substantial
success in a legal action shall be entitled to his or actual reasonable
solicitor's fees and disbursements.

9.03       Any
reference in this Agreement in the masculine gender shall include the feminine
and neuter genders, and vice versa, as appropriate. Any reference in this
Agreement in the singular shall mean the plural and vice versa, as
appropriate.

9.04       There
is no verbal or other agreement that may modify or affect this Agreement.

9.05       All
dollars expressed in this Agreement are United States dollars.

9.06       This
Agreement shall be considered and construed as a single instrument and the
failure to perform any of the terms and conditions in this Agreement shall
constitute a violation or breach of the entire instrument or Agreement and shall
constitute the basis for cancellation or termination.

9.07       The
parties hereto agree to do or cause to be done all acts or things necessary to
implement and carry into effect the provisions and intent of this Agreement.




Consulting Agreement
Page 5

9.08       All
notices, requests, demands and other communications which are required to be or
may be given under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person or transmitted by e-mail or other
telecommunication facility or on receipt after dispatch by certified or
registered first class mail, postage prepaid to the party to whom the same is so
given or made to its address noted on the first page.

9.09       This
Agreement, including all Schedules attached hereto, constitutes the entire
agreement and supersedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter hereof
and may not be amended, modified or terminated unless in a written instrument
executed by the party or parties sought to be bound.

9.10       This
Agreement may be executed in any number of counterparts, each of which when
executed, shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument and a facsimile copy of this Agreement
executed by a party hereto in counterpart or otherwise will be deemed to be a
valid and binding Agreement and accepted as an original of the Agreement until
such time as each of the parties has an originally executed Agreement in its
possession.

9.11      
Nothing herein shall be construed as creating a relationship of
employer-employee, partners, joint ventures or other such or similar
relationship between the parties hereto.

9.12       The
Company acknowledges and agrees that a great deal of time, cooperation,
diligence and disclosure is necessary in order for the Consultant to perform its
duties as contemplated herein. The Company acknowledges and agrees that no
representation or warranty concerning the successful outcome of any proposal or
recommendation is or can be made. The Company acknowledges and understands that
this is especially true when approval of any governmental or regulatory
authority or agency is needed in order for the Company to effect a proposed
course of business which includes the possible intervention and institution by
any governmental or regulatory authority or agency of any proceedings into the
activities of the Company or its principals.

All statements of the Consultant concerning any and all matters
contemplated herein are statements of opinion only. All statements released to
the public will require the approval of the Company. The Company shall supply
the Consultant with copies of any statements transmitted directly to public by
the Company. The Company shall provide full cooperation, and turnaround of
requested approvals or required copies.

9.13       The
Company acknowledges and agrees that no representations or warranty has been
made by the Consultant, associates, affiliates or any other person as to the
successful outcome of any media, financial plan, private or public financing or
other business plans put forth by the Consultant, its affiliates or associates.
The Company further acknowledges and agrees that the Consultant, its affiliates
and/or associates have not, and will not act or be considered to act as a
finder, underwriter, broker, dealer or promoter of any of the Company’s
securities, either in private or public transactions. The Company represents and
warrants that all payments and authorizations under this Agreement constitute
compensation for services performed or to be performed and do not constitute an
offer, payment, promise or authorization for payment to the Consultant, or its
affiliates and/or associates to act as a finder, underwriter, broker, dealer or
promoter of any of the Company’s securities.

9.14       Upon
the occurrence of any event of default, and any time thereafter, the parties
shall have all the rights and remedies provided in this Agreement, and any other
writing executed by the parties, and as may be provided and allowed in law.
Neither party shall be deemed to have waived any of its rights and remedies
unless such waiver is in writing and signed by the parties hereto. A waiver of a
breach of any provision of the Agreement shall not operate or be construed as a
waiver of any subsequent breach. No delay or omission on the part of a party in
exercising any right shall operate as a waiver of that right or any other
right.

9.15      
Controversy or claim arising out of or relating to this contract, or
the breach thereof, which is not amicably settled between the parties, shall be
settled by American Arbitration Association, with hearings to take place in
Reno, Nevada, and the parties agree that an award may include an award of all
the compensation due as a result of business conducted pursuant to this
Agreement, plus all court costs, attorney fees, and other charges and damages
deemed fair by the Arbitrator(s).

9.16       All
arbitration shall be by three arbitrators, one of who shall be appointed by the
Company, one by the Consultant, and the third selected jointly by the other two
arbitrators. The arbitrators shall be familiar with or have 




Consulting Agreement
Page 6

expertise in investor public relations situations or whatever
services the transaction in question is dealing with. The determination of the
majority of arbitrators shall be binding upon the parties, and the award may be
entered in any Court of competent jurisdiction. Arbitration shall be held in
Reno, Nevada.

9.17       If
any provision of the Agreement is held to be invalid, illegal, or unenforceable,
then only that portion is void and shall not affect or impair, in any way, the
validity, legality, or enforceability of the remainder of this Agreement.




SCHEDULE A

Services of the Consultant: During the term of the Agreement
the Consultant shall use its best efforts to effect Investor Relations services
for the German market and to further provide the Company with such regular
customary financial consulting advice, management consulting and recruiting as
is reasonably requested by the Company consistent with the foregoing

A.      
Consultant's duties may include, but will not necessarily be limited
to, providing recommendations concerning the following financial and related
matters:

	1. 	
      Conducting due diligence of Company business and
      financial background; 

	 	
	2.   	
      Forming a strategy and thorough time line in order to set
      certain dates as milestones by when certain milestones should be achieved;
      


	 	
       

	3. 	
      Introducing the Company to business opportunities;
  

	 	
       

	4. 	
      Developing a media plan, including; 

	 	
       

	  	
      a. 
	
      cooperating in the drafting of news/press releases, and
      

	  	
      b. 
	
      translating news/press relases into German 

	  	
      c. 
	
      disseminating news/press relases to the German speaking
      financial community 

	 	
       
	
       

	5. 	
      Implementing an internet plan. 

	 	
       

	  	
      a. 
	
      researching and monitoring internet boards/discussion
      groups etc., and 

	 	
       
	
       

	7. 	
      Identifying private and institutional shareholders that
      may be legally contacted; 

	 	
       

	8. 	
      Disseminating information about the Company to the
      investment community; 

	 	
       

	9.   	
      Rendering advice and assistance in connection with the
      preparation of annual and interim reports and press releases;

	  	
       
	
       

	B.   	
      The Consultant will be pleased to perform additional or
      other services at Company's request, however, unless otherwise instructed,
      Consultant is not being retained to consult Company with any other
      matters.