Filed by Automated Filing Services Inc. (604) 609-0244 - Uranerz Energy Corporation - Exhibit 10.1






OFFICE AND ADMINISTRATION SERVICES AGREEMENT

AGREEMENT dated for reference this 1st day of
September, 2005

	
      BETWEEN:     
	
      SENATE CAPITAL GROUP INC., a company incorporated
      under the laws of British Columbia and having its head office at Suite
      1410 – 800 West Pender Street, Vancouver, B.C., V6C 2V6 



	 	 
	  	(hereinafter called “Senate”) 
	 	 
	  	OF THE FIRST PART 
	 	 
	AND:    	
      URANERZ ENERGY CORPORATION., a company
      incorporated in the state of Nevada and occupying an office at Suite 1410
      - 800 West Pender Street, Vancouver, B.C., V6C 2V6 



	 	 
	  	(hereinafter called “Uranerz”) 
	 	 
	  	OF THE SECOND PART 


WHEREAS Senate maintains an administrative office with
general office equipment including fax machine, computers, telephones, printers,
photocopier, desks, file cabinets, and boardroom facilities in order to provide
administrative services;

WHEREAS Senate maintains an office at Suite 1410 - 800
West Pender Street, Vancouver, B.C., V6C 2V6 (the “Premises”) and Senate has
entered into a five year lease agreement on the Premises for office space dated
September 1, 2005 and expiring August 31, 2010;

AND WHEREAS Uranerz requires an administrative office
with general office equipment including fax machine, computers, telephones,
printers, photocopier, desks, file cabinets, and boardroom facilities and wishes
Senate to continue providing an administrative office and administrative
services to Uranerz;

AND WHEREAS Uranerz wishes to retain Senate to provide
office and administrative services;

Such office and administrative services shall include:

	 	a) 	
      maintaining general offices for the use of certain of
      Uranerz’s officers and directors; 

	 	b) 	
      providing meeting facilities including boardroom
      facilities as required; 

	 	c) 	
      maintaining the accounts and banking records and
      procedures; 

	 	d) 	
      keeping Uranerz in good standing with the Securities and
      Exchange Commission (the “Exchange”) and the OTC Bulletin Board listing
      and take all actions necessary to remain in good standing; 

	 	e) 	
      arranging, coordinating and assisting in the preparation
      of annual audit and quarterly reports; 








	 	f) 	
      mailing of financial statements to shareholders as
      required; 

	 	g) 	
      filing all financial statements and press releases
      electronically through EDGAR as required by the Exchange; 

	 	h) 	
      disseminating press releases electronically, by fax and
      mail to the proper media and shareholders; 

	 	i) 	
      interfacing with legal counsel regarding legal matters,
      including written agreements; 

	 	j) 	
      coordinating and paying all accounts payable; 

	 	k) 	
      implementing and maintaining stock option agreements;
    

	 	l) 	
      facilitating the exercising of stock options by issuing
      treasury orders; 

	 	m) 	
      processing subscription agreements and coordination of
      private placements; 

	 	n) 	
      facilitating the exercising of outstanding warrants on
      private placements; 

	 	o) 	
      planning and coordinating annual general meetings;
  

	 	p) 	
      creating and maintaining corporate resolutions;


	 	q) 	
      creating, maintaining and filing the Form 10Qs, Form
      10Ks, Form 6-Ks and Form 8-Ks as required; 

	 	r) 	
      general corporate or administrative services as required;
      and 

	 	s) 	
      other duties as may be assigned from time to time by the
      President. 



NOW THEREFORE THE PARTIES HAVE AGREED and do hereby
agree as follows:

	1. 	
      Senate hereby agrees to provide the above-mentioned
      services to Uranerz. 

	 	
       

	2. 	
      In consideration of Senate providing the above-mentioned
      services, Uranerz agrees to pay Senate $ 11,500 CDN per month, plus any
      proportionate increase in rent and operating costs during the Term, and
      plus GST, payable in advance on the 1st day of each month.
    

	 	
       

	3. 	
      Uranerz shall pay any directly attributable expenses on
      receipt of an invoice from Senate. 

	 	
       

	4. 	
      This Agreement shall be for a term of three years
      commencing September 1, 2005 and ending August 31, 2008 (the “Term”). The
      Term may be renewed or extended by agreement in writing and executed by
      both parties. 

	 	
       

	5. 	
      No amendment or termination of this Agreement shall be
      valid unless it is in writing and executed by both parties, except that
      this Agreement can be terminated for cause by either party by giving
      written notice of the lack of performance of the other party and if those
      defined deficiencies are not resolved within 30 days of the written
      notification. 

	 	
       

	6. 	
      Time shall be of the essence of this Agreement.


	 	
       

	7. 	
      All notices, consents, demands and requests (in this
      Section called the “Communication”) required or permitted to be given
      under this Agreement shall be in writing and may be delivered personally
      sent by telegram, by telex or telecopier or other electronic means or may
      be forwarded by first class prepaid registered mail to









		
      the parties at their addresses first above written. Any
      Communication delivered personally or sent by telegram, telex or
      telecopier or other electronic means including email shall be deemed to
      have been given and received on the second business day next following the
      date of sending. Any Communication mailed as aforesaid shall be deemed to
      have been given and received on the fifth business day following the date
      it is posted, addressed to the parties at their addresses first above
      written or to such other address or addresses as either party may from
      time to time specify by notice to the other; provided, however, that if
      there shall be a mail strike, slowdown or other labour dispute which might
      effect delivery of the Communication by mail, then the Communication shall
      be effective only if actually delivered. For purposes of this agreement
      and as a definition of address Senate’s email shall be defined as
      dennis@senategroup.com with a copy to aileen@senategroup.com and Senate’s
      telecopier number is 604-689-1722. Uranerz’s email shall be defined as
      GJCWYO@ aol.com and the Uranerz’s telecopier number is 307-778-0540.
      Notice will be provided to each party should their respective email
      address change. 

	 	
       

	8. 	
      All currency references contained in this Agreement shall
      be deemed to be references in Canadian funds. 

	 	
       

	9. 	
      Wherever possible, each provision of this Agreement shall
      be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision shall be prohibited by or be invalid
      under applicable law, such provision shall be ineffective only to the
      extent of such prohibition or invalidity, without invalidating the
      remainder of such provision or the remaining provisions of this Agreement.
      

	 	
       

	10. 	
      This Agreement shall constitute the entire agreement
      between the parties with respect to the Property. No representations or
      inducements have been made save as herein set forth. No changes,
      alterations or modifications of this Agreement shall be binding upon
      either party until and unless a memorandum in writing to such effect shall
      have been signed by all parties hereto. This Agreement shall supersede all
      previous written, oral or implied understandings between the parties with
      respect to the matters hereby. 

	 	
       

	11. 	
      This Agreement will be governed by and construed in
      accordance with the laws of the Province of British Columbia and the laws
      of Canada applicable herein. The parties hereto hereby irrevocably attorn
      to the jurisdiction of the Courts of British Columbia. All disputes
      arising out of or in connection with this Agreement, or in respect of any
      defined legal relationship associated therewith or derived therefrom,
      shall be referred to and finally resolved by a sole arbitrator by
      arbitration under the rules of The Commercial Arbitration Act of
      British Columbia. 

	 	
       

	12. 	
      This Agreement shall enure to the benefit of and be
      binding upon the parties hereto and their respective heirs, executors,
      administrators, successors and assigns. 



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.





	The COMMON SEAL of SENATE 	 ) 	C/S 
	CAPITAL GROUP INC. was hereunto 	 ) 	
	affixed in the presence of : 	 ) 	
	  	 ) 	
	           
             “Dennis Higgs” 	 ) 	
	  	 ) 	
	  	 ) 	
	  	 ) 	
	The COMMON SEAL of URANERZ 	 ) 	C/S 
	ENERGY CORPORATION was hereunto 	 ) 	
	affixed in the presence of : 	 ) 	
	  	 ) 	
	           
             “Glenn Catchpole” 	 ) 	
	  	 ) 	
	  	 )