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:	Catchpole Enterprises Inc., of 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, 00000;

	(herein called the “Consultant”)

OF THE SECOND PART

WHEREAS:

A.	The parties entered into a Consulting Agreement dated the 1^stday of March, 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 US $10,020.00 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: ____________________________________
Authorized Signatory

Catchpole Enterprises Inc.

Per: ____________________________________
Authorized Signatory

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