AMENDMENT AGREEMENT #1

AMENDMENT AGREEMENT #1

THIS AMENDMENT AGREEMENT is made as of the 1^st day of January, 2007

BETWEEN:	Uranerz Energy Corporation, a company having an office at Xxxxx 0000, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
	(herein called the “Company”)
	OF THE FIRST PART
AND:	Ubex Capital Inc., of Suite 1410, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0;
	(herein called the “Consultant”)
	OF THE SECOND PART

WHEREAS:

A.	The parties entered into a Consulting Agreement dated the 1st day of July, 2005 (the “Agreement”) whereby the Consultant will continue to perform consulting services to the Company as defined in the Agreement; and
B.	The parties now wish to amend the Agreement;

NOW THEREFORE THIS AMENDMENT AGREEMENT WITNESSES that the Agreement is amended as follows:

1. By the deletion of Clause #3.1 of the Agreement in its entirety and the substitution therefor of the following:

3.1           The Company shall pay the Consultant a monthly consulting fee of Cdn $12,500.00 payable monthly.

2. The parties hereby ratify and confirm the Agreement in all other respects.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement effective as of the 1^st day of January, 2007.

Uranerz Energy Corporation

Per: /s/ Xxxxxxxx Xxxxx                                          
        Authorized Signatory

Ubex Capital Inc.

Per: /s/ Xxxxxx Xxxxx                                              
        Authorized Signatory