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MINERAL PROPERTY OPTION AGREEMENT

THIS AGREEMENTis dated for reference as of the 14 day
of April, 2005

BETWEEN:

> EAGLE PLAINS RESOURCES LTD., a company duly
>           incorporated pursuant to the laws of the Province of Alberta and having
>           its registered and business office situated at Suite 200, 16 
>           11th Avenue South, Cranbrook, British Columbia, V1C 2P1, Fax 250-426-6899
>         (the Optionor)

OF THE FIRST PART

AND:

> AMARC RESOURCES LTD., a company duly incorporated
>           pursuant to the laws of the Province of British Columbia and having
>           its registered and business office situated at 1020  800 West
>           Pender Street, Vancouver, British Columbia, V6C 2V6, Fax 604-684-8092
>         (the Optionee)

OF THE SECOND PART

WHEREAS:

(A)                
The Optionor is the recorded and beneficial owner of an undivided 100% interest
in certain mineral claims situated in the Kamloops Mining Division, in the
Province of British Columbia to be known as the Acacia group of mineral claims,
as detailed in the specific description of the mineral claims attached hereto as
Schedule A (herein called the Property);

(B)                
The Optionor has agreed to grant an exclusive option to the Optionee to acquire
a 60% or a 75% undivided interest in and to the Property by paying certain
consideration and by incurring certain exploration Expenditures as detailed
herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the Optionees agreement to promptly seek TSX Venture Exchange
acceptance for this Agreement and for other good and valuable consideration, the
receipt and sufficiency whereof is by the Optionor hereby acknowledged, the
parties agree as follows:

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PART 1

DEFINITIONS

1.1                
  In this Agreement, except as otherwise expressly provided or as the context
  otherwise requires,

(a)        
  Area of Common Interest means, subject to Part 17, the area
  included within three (3) kilometres of the boundaries of the Property, but
  excluding any third party mineral claims in existence as of December 17, 2004;

(b)        
  Effective Date means the date upon which the TSX Venture
  Exchange grants to the Optionee its acceptance respecting this Agreement subject
  to §4.6;

(c)        
  Expenditures means all direct or indirect costs and expenses
  incurred by the Optionee in respect of prospecting and exploring the Property
  (plus an allowance of 10% of such costs and expenses (5% for individual contracts
  over $50,000) for a general overhead allowance) after the date of this Agreement
  pursuant to Part 4 hereof. The certificate of the Controller or other financial
  officer of the Optionee, together with a statement of Expenditures in reasonable
  detail shall be prima facie evidence of such Expenditures;

(d)        
  Force Majeure has the meaning set forth in Part 13;

(e)        
  Joint Venture means the joint venture to be formed between
  the Optionor and the Optionee in respect of the Property upon exercise of the
  Option and which is more particularly described in §4.7;

(f)        
  Joint Venture Agreement means the Venture Agreement to be
  entered into between the Optionor and the Optionee if the Optionee exercises
  this Option as provided for in §4.7 and in the form attached as Schedule
  C;

(g)        
  Option means the exclusive right herein granted by the Optionor
  to the Optionee to permit the Optionee to acquire a 60% or a 75% undivided right,
  title and interest in the Property and thereupon form the Joint Venture all
  as provided in Part 4;

(h)        
  Option Period means the period from the date above written
  on page one to and including the earliest of

(i)        
  the date of exercise of the Option,

(ii)       
  the fifth anniversary of the Effective Date, and

(iii)       the
  termination hereof pursuant to Part 16;

(i)        
  Property means the twelve (12) mineral claims described in
  Schedule A (the Original Property) as they may be augmented pursuant
  to Part 17 (such augmenting claims or interests being referred to herein as
  the Additional Property and included as

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part of the Property) or reduced under
  Part 12, and all mining leases and other mining interests derived from any such
  claims, and a reference herein to a mineral claim comprised in the Property
  includes any mineral leases or other interests into which such mineral claim
  may have been converted and Property includes all Property Rights;

(j)        
  Property Rights means all licenses, permits, easements, rights-of-way,
  surface or water rights and other rights, approvals obtained by either of the
  parties either before or after the date of this Agreement and necessary or desirable
  for the development of the Property, or for the purpose of placing the Property
  into production or continuing production therefrom; and

(k)        
  Schedule means the documents attached hereto as follows:

(i)        
  Schedule A  Mineral Claims Comprising the Property and Area of Common
  Interest;

(ii)        Schedule
  B  Escrow Agreement; and

(iii)      
  Schedule C Venture Agreement Between Eagle Plains Resources Ltd. and Amarc
  Resources Ltd..

PART 2

REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONOR

2.1                
  The Optionor represents and warrants to the Optionee that

(a)        
  it has been duly incorporated and validly exists as a corporation in good standing
  under the laws of Alberta and is authorized to hold mineral claims in the Province
  of British Columbia, and it is exclusively legally entitled to hold the Property
  and all mineral claims comprised therein, and all Property Rights held by it
  and will remain so entitled until all interests of the Optionor in the Property
  earned by the Optionee have been duly transferred to the Optionee as contemplated
  hereby or this Option has terminated,

(b)        
  it is, and will be at the time of transfer to the Optionee of mineral claims
  comprising the Property, the recorded holder and beneficial owner of all of
  the mineral claims comprising the Property free and clear of all liens, charges
  and claims of others and no taxes or rentals are due in respect of any thereof
  and to its knowledge and belief; the mineral claims comprised in the Property
  have been duly and validly located and recorded pursuant to the Mineral Tenure
  Act (British Columbia), and, except as specified in Schedule A and accepted
  by the Optionee, are in good standing in the office of the Mining Recorder on
  the date hereof and until the dates set opposite the respective names thereof
  in Schedule A,

(c)        
  there is no adverse claim or challenge against or to the ownership of or title
  to any of the mineral claims comprising the Property, nor to the knowledge of
  the Optionor is

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there any basis therefor, and there
  are no outstanding agreements or options to acquire or purchase the Property
  or any portion thereof, and no person other than the Optionor, pursuant to the
  provisions hereof, has any royalty or other interest whatsoever in production
  from any of the mineral claims comprising the Property,

(d)        
  no third party consent of any kind is required by the Optionor to enter into
  this Agreement and grant the Option contemplated hereby,

(e)        
  upon request by the Optionee, the Optionor shall deliver or cause to be delivered
  to the Optionee copies of all available maps and other documents and data in
  its possession respecting the Claims,

(f)        
  the Optionor shall assume sole responsibility and liability for any obligations
  outstanding as of the date hereof with respect to reclamation of the Property,

(g)        
  the execution and delivery of this Agreement and the agreements contemplated
  hereby by the Optionor will not violate or result in the breach of the laws
  of any jurisdiction applicable or pertaining thereto or of its constating documents,
  and

(h)        
  this Agreement constitutes a legal, valid and binding obligation of the Optionor.

2.2                
The representations and warranties contained in §2.1 are provided for the
exclusive benefit of the Optionee, and a breach of any one or more thereof may
be waived by the Optionee in whole or in part at any time without prejudice to
its rights in respect of any other breach of the same or any other
representation or warranty; and the representations and warranties contained in
§2.1 will survive the execution hereof and continue throughout the Option Period
and for two years thereafter.

PART 3

REPRESENTATIONS AND WARRANTIES OF OPTIONEE

3.1                
  The Optionee represents and warrants to the Optionor that

(a)        
  it has been duly incorporated and validly exists as a corporation in good standing
  under the laws of British Columbia and is authorized to hold mineral claims
  in the Province of British Columbia;

(b)        
  neither the execution and delivery of this Agreement by the Optionee nor the
  performance by the Optionee of its obligations hereunder conflicts with the
  Optionees constating documents or any agreement to which it is bound;

3.2                
The representations and warranties contained in §3.1 are provided for the
exclusive benefit of the Optionor and a breach of any one or more thereof may be
waived by the Optionor in whole or in part at any time without prejudice to its
rights in respect of any other breach of the same or any other representation or
warranty; and the representations and

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warranties contained in §3.1 will survive the execution hereof
and continue throughout the Option Period.

PART 4

GRANT AND EXERCISE OF OPTION

4.1                
  The Optionor hereby grants to the Optionee the sole and exclusive right and
  option, subject to the terms of this Agreement, to earn a 60% undivided interest
  in the Property free and clear of all charges and encumbrances by paying to
  the Optionor $125,000 and issuing 350,000 common shares in its capital and by
  expending $2,500,000 of Expenditures (and record them in accordance with §9.1(a))
  on the Property on or before the times set forth in §4.1. In order to exercise
  the Option as to 60%, the Optionee must pay to the Optionor the consideration
  and incur the Expenditures on the Property in this §4.1 by the dates indicated
  therein:

(a)        
  $10,000 on signing a Letter Agreement dated December 17, 2004, the receipt of
  which is hereby acknowledged;

(b)        
  $15,000 and 25,000 shares on the Effective Date;

(c)        
  a further $25,000 and 25,000 shares and $100,000 Expenditures on or before the
  first anniversary of the Effective Date;

(d)        
  a further $25,000 and 50,000 shares and $400,000 Expenditures on or before the
  second anniversary of the Effective Date;

(e)        
  a further $25,000 and 100,000 shares and $1,000,000 Expenditures on or before
  the third anniversary of the Effective Date;

(f)        
  a further $25,000 and 150,000 shares and $1,000,000 Expenditures on or before
  the fourth anniversary of the Effective Date.

4.2                
The Optionee may earn an additional 15% working interest in the Property to
aggregate a total of 75% interest by completing a study of the feasibility of
placing the Property into production (hereinafter the Feasibility Study)
within 5 years of the Effective Date. The Feasibility Study need not recommend
that the Property be placed into commercial production nor recommend any minimum
production level in order for this requirement to be met. The Optionee will give
90 days notice of its intention to prepare a Feasibility Study prior to the
date it earns its 60% interest, failing which the Joint Venture Agreement will
be executed and finalized to coincide with the date that the 60% interest is
earned.

4.3                
The Optionor acknowledges that each share certificate issued pursuant to this
Part 4 shall have imprinted thereon a legend restricting transfer in Canada for
four months plus one day from the date of the issuance of the shares.

4.4                
All issuances of shares to be made by the Optionee pursuant to this Part 4 shall
be registered in the name of the Eagle Plains Resources Ltd.

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4.5                
The Optionee is hereby granted the exclusive right by the Optionor to manage the
resales of any shares of the Optionee issued to the Optionor pursuant to §4.1.
To manage means to have the right to seek a buyer for the shares and to direct
the resale of shares within a 30 day period of being notified that the Optionor
desires to sell shares in order to assist the Optionor in finding a buyer for
shares so that such resales will not unduly disturb the prevailing market for
the Optionees shares. The Optionor shall not resell the shares until it has
provided a notice of intention to sell and allowed the Optionee 30 days to
either waive its right or seek to find a buyer for the shares at the prevailing
market, failing which the Optionor shall be free to resell the shares in its
discretion. The right to manage re-sales of each tranche of shares expires 12
months after the issuance of that tranche of shares to the Optionor.

4.6                
If the Effective Date has not occurred within 90 days of the date of execution
hereof, then either party may terminate this Option Agreement without liability,
by notice to the other party.

4.7                
  Following the exercise of the Option by the Optionee, the Optionor and the Optionee
  will form a Joint Venture for the purpose of carrying out further exploration,
  development and production work on the Property and will in good faith, negotiate
  and execute a Joint Venture Agreement, substantially in the form of Schedule
  C, said agreement shall include, but not be limited to, the following more particular
  provisions:

(a)        
  the initial participating or working interests of the parties in the Joint Venture
  will be 60% (or 75%) as to the Optionee and 40% (or 25%) as to the Optionor;

(b)        
  the Optionee shall be the initial operator of the Joint Venture and the Optionee
  shall remain the operator as long as the Optionee has not less than a 50% participating
  interest. The Property claims shall be registered in the name of the operator
  for the Joint Venture;

(c)        
  the operations of the Joint Venture will be overseen by a management committee,
  with each party to have voting rights on such committee equal to their participating
  interest in the Joint Venture;

(d)        
  the participating interests of the parties in the Joint Venture will be subject
  to dilution for non-contribution on a straight line basis providing that if
  any partys participating interest falls below 10%, it shall be deemed
  to be converted into a 5% after payback net profits interest and, for the purpose
  of calculating such dilution on formation of the Joint Venture, prior expenditures
  incurred by the parties shall be deemed to be the following amounts

(i)        
  in the event of a 60%:40% initial joint venture (pursuant to §4.1), $2,500,000
  in respect of the Optionee and $1,666,667 in respect of the Optionor, and

(ii)       
  in the event of a 75%:25% initial joint venture (pursuant to §4.2), $2,500,000
  plus the cost of the Feasibility Study in respect of the Optionee and $833,333
  plus one third of the cost of the Feasibility Study in respect of the Optionor;

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(e)        
  each party will have 15 days following adoption of a work program to elect to
  participate therein and invoices rendered to participating parties in respect
  of any work program shall be payable within 30 days. For production programs
  the election periods will be increased by 60 days and the time to contribute
  funds shall be accelerated so that they are due reasonably in advance of the
  Operator actually expending them;

(f)        
  each party will grant to the other a 21 day right of first refusal with respect
  to any proposed sale of such partys interest in the Joint Venture to a
  third party. If a sale is completed the third party must agree to be bound to
  the terms of the joint venture agreement; and

(g)        
  disputes in either reaching a binding joint venture agreement and in regards
  to its interpretation or in the event of deadlock on the management committee,
  shall be resolved, insofar as lawfully possible, by binding arbitration.

PART 5

ASSIGNMENT OF OPTION

5.1                
Subject to Part 11, the Optionee may assign all or part of its obligations under
this Option Agreement during the Option Period to a third party (the Assignee)
with consent of the Optionor, such consent not to be unreasonably withheld,
providing also that the Assignee agrees to execute an acknowledgement to be
bound by the terms hereof insofar as the Optionors rights hereunder are
concerned. Such Assignee shall issue shares in its capital to fulfill the share
obligations in §4.1 based on issuing the equivalent value of its shares using a
deemed value of the Optionees shares equal to their traded value at the time of
assignment by the Optionee. For example if the Optionees shares are trading at
$1.00 at a time of assignment just before the third anniversary of the Effective
Date, then the assignee must issue shares having a value of $100,000 by the
third anniversary.

PART 6

EXERCISE OF OPTION

6.1                
The Optionee may in its sole discretion at any time accelerate the payment of
the consideration and incur the Expenditures on the Property required by §4.1
(or §4.2) to exercise the Option and thereby earlier acquire its interest in the
Property.

6.2                
If and when the Option has been exercised, a 60% (or 75%) undivided right, title
and interest to the Property will thereupon vest in the Optionee free and clear
of all charges, encumbrances and claims but subject to the obligation to enter
into the Joint Venture Agreement.

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PART 7

RIGHT OF ENTRY

7.1                
  Throughout the Option Period, the Directors and Officers of the Optionee and
  its servants, agents and independent contractors, will have the sole and exclusive
  right in respect of the Property to

(a)        
  enter thereon,

(b)        
  have exclusive and quiet possession thereof,

(c)        
  do such prospecting, exploration, development and/or other mining work thereon
  and thereunder as the Optionee in its sole discretion may determine advisable,

(d)        
  bring upon and erect upon the Property buildings, plant, machinery and equipment
  as the Optionee may deem advisable, and

(e)        
  remove therefrom and dispose of reasonable quantities of ores, mineral and metals
  for the purpose of obtaining assays or making other tests.

PART 8

RECORD OF OPTION AGREEMENT

8.1                
Concurrently with the execution hereof, the Optionor will deliver to the Escrow
Agent referred to in Schedule B, duly executed and registerable transfers of the
Property in favour of the Optionee.

8.2                
The Optionee will be entitled to record a notice of the existence of this Option
in the applicable mining recorders office.

PART 9

OBLIGATIONS OF OPTIONEE DURING OPTION PERIOD

9.1                
  During the Option Period the Optionee will

(a)        
  maintain in good standing those mineral claims comprised in the Property that
  are in good standing on the date hereof by the doing and filing of the maximum
  available assessment work credits on the Property applying any excess work credits
  to the Portable Assessment Credits accounts equally to the Optionee and the
  Optionor or by making of payments in lieu of the minimum requirements, by the
  payment of taxes and rentals and the performance of all other actions which
  may be necessary in that regard and in order to keep such mineral claims free
  and clear of all liens and other charges arising from the

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Optionees activities thereon except
  those at the time contested in good faith by the Optionee,

(b)        
  permit the directors, officers, employees and designated consultants of the
  Optionor, at their own risk, access to the Property at all reasonable times
  subject always to Part 14, and providing the Optionor agrees to indemnify the
  Optionee against and to save the Optionee harmless from all costs, claims, liabilities
  and expenses that the Optionee may incur or suffer as a result of any injury
  (including injury causing death) to any director, officer, employee or designated
  consultant of the Optionor while on the Property,

(c)        
  deliver to the Optionor on or before six months after each anniversary hereof,
  a report (including up-to-date maps if there are any) describing the results
  of work done in the last completed expenditure year, together with reasonable
  details of Expenditures made,

(d)        
  do all work on the Property in a good and workmanlike fashion and in accordance
  with all applicable laws, regulations, orders and ordinances of any governmental
  authority and file for all available assessment credits, and

(e)        
  indemnify and save the Optionor harmless in respect of any and all costs, claims,
  liabilities and expenses arising out of the Optionees activities on the
  Property and, without limiting the generality of the foregoing will, during
  the currency of this Agreement, cause any of its independent contractors to
  carry not less than $1 million in third party liability insurance in respect
  of their operations conducted on the Property on behalf of the Optionee, such
  insurance to be for the benefit of the Optionee and the Optionor as their interests
  appear; provided that neither the Optionee nor its independent contractors will
  incur any obligation thereunder in respect of claims arising or damages suffered
  after termination of the Option if upon termination of the Option any workings
  on or improvements to the Property made by the Optionee are left in as safe
  a condition as existed on the date hereof.

PART 10

TERMINATION OF OPTION

10.1         If the Option
  is terminated otherwise than upon the exercise thereof pursuant to Part 4, the
  Optionee will

(a)        
  leave in good standing for a period of at least one year from the termination
  of the Option Period those mineral claims comprised in the Property that are
  in good standing on the date hereof and any other mineral claims comprised in
  the Property that the Optionee acquires after the date hereof, and

(b)        
  deliver at no cost to the Optionor within 90 days of such termination copies
  of all reports, maps, assay results and other relevant technical data compiled
  by or in the

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possession of the Optionee with respect
  to the Property and not theretofore furnished to the Optionor.

10.2                
Notwithstanding termination of the Option, the Optionee will have the right,
within a period of 90 days following the end of the Option Period, to remove
from the Property all buildings, plant, equipment, machinery, tools, appliances
and supplies which have been brought upon the Property by or on behalf of the
Optionee, and any such property not removed within such 90-day period will
thereafter, only if the Optionor elects in writing, become the property of the
Optionor.

PART 11

TRANSFERS

11.1                
  The Optionee may at any time (and from time to time) either during the Option
  Period or thereafter, sell, transfer or otherwise dispose of all or any portion
  of its interest in and to the Property and this Agreement provided that any
  purchaser, grantee or transferee of any such interest will have first delivered
  to the Optionor its agreement related to this Agreement and to the Property,
  containing

(a)        
  a covenant by such transferee to perform all the obligations of the Optionee
  to be performed under this Agreement in respect of the interest to be acquired
  by it from the Optionee to the same extent as if this Agreement had been originally
  executed by the Optionee and such transferee as joint and several obligors making
  joint and several covenants, and

(b)        
  a provision subjecting any further sale, transfer or other disposition of such
  interest in the Property and this Agreement or any portion thereof to the restrictions
  contained in this § 11.1.

11.2                
No assignment by the Optionee of any interest less than its entire interest in
this Agreement and in the Property will, as between the Optionee and the
Optionor, discharge it from any of its obligations hereunder, but upon the
transfer by the Optionee of the entire interest at the time held by it in this
Agreement (whether to one or more transferees and whether in one or in a number
of successive transfers), the Optionee will be deemed to be discharged from all
obligations hereunder save and except for the fulfilment of contractual
commitments accrued due before the date on which the Optionee will have no
further interest in this Agreement.

11.3                
  If the Optionor

(a)        
  receives a bona fide offer from an independent third party (Proposed Purchaser)
  dealing at arms length with the Optionor to purchase all or substantially
  all of its interest in the Property, which offer the Optionor desires to accept,
  or

(b)        
  in the event that the Optionor intends to sell all or substantially all of its
  interest in the Option or the Property,

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the Optionor will first offer (the Offer) such interest in
writing to the Optionee upon terms no less favourable than those offered by the
Proposed Purchaser or intended to be offered by the Optionor, as the case may
be.

11.4                
The Offer will specify the price and terms and conditions of such sale, the name
of the Proposed Purchaser (which term will, in the case of an intended offer by
the Optionor, mean the person or persons to whom the Optionor intends to offer
its interest or is likely to so offer it) and, if the offer received by the
Optionor from the Proposed Purchaser provides for any consideration payable to
the Optionor otherwise than in cash, the Offer will include the Optionor good
faith estimate of the cash equivalent of the non-cash consideration.

11.5                
If within a period of 30 days of the receipt of the Offer the Optionee notifies
the Optionor in writing that it will accept the same, the Optionor will be bound
to sell such interest to the Optionee (subject as hereinafter provided with
respect to price) on the terms and conditions of the Offer.

11.6                
If the Offer so accepted by the Optionee contains the Optionors good faith
estimate of the cash equivalent consideration as aforesaid, and if the Optionee
disagrees with the Optionors best estimate, the Optionee will so notify the
Optionor at the time of acceptance and the Optionee will, in such notice,
specify what it considers, in good faith, the fair cash equivalent to be and the
resulting total purchase price.

11.7                
If the Optionee so notifies the Optionor, the acceptance by the Optionee will be
effective and binding upon the Optionee and the Optionor and the cash equivalent
of any such non-cash consideration will be determined by binding arbitration
under the Commercial Arbitration Act (British Columbia) and will be payable by
the Optionee, subject to prepayment as hereinafter provided, within 10 days
following its determination by arbitration.

11.8                
The Optionee will in such case pay to the Optionor, against receipt of an
absolute transfer of clear and unencumbered title to the interest of the
Optionor being sold, the total purchase price which is specified in its notice
to the Optionor and such amount will be credited to the amount determined
following arbitration of the cash equivalent of any non-cash consideration.

11.9                
If the Optionee fails to notify the Optionor before the expiration of the time
limited therefor that it will purchase the interest offered, the Optionor may
sell and transfer such interest to the Proposed Purchaser at the price and on
the terms and conditions specified in the Offer for a period of 45 days,
provided that the terms of this Part 11 will again apply to such interest if the
sale to the Proposed Purchaser is not completed within the said 45 days.

11.10               
Any sale hereunder will be conditional upon the delivery by the Proposed
Purchaser to the Optionee of a written undertaking, in form and substance
satisfactory to counsel for the Optionee, to be bound by the terms and
conditions of this Agreement.

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PART 12

SURRENDER AND ACQUISITION OF PROPERTY INTERESTS BEFORE
TERMINATION OF AGREEMENT

12.1                
The Optionee may during the Option Period, elect to abandon any one or more of
the mineral claims comprised in the Property by giving notice to the Optionor of
such intention.

12.2                
For a period of 30 days after the date of delivery of such notice the Optionor
may elect to have any or all of the mineral claims in respect of which such
notice has been given transferred to it by delivery of a request therefor to the
Optionee, whereupon the Optionee will deliver to the Optionor a quit claim or
release from escrow a Bill of Sale or provide such other appropriate Deed or
assurance in registrable form transferring such mineral claims to the Optionor
if the Optionor is not then already the registered owner of such mineral
claims.

12.3                
Any claims so transferred, if in good standing at the date hereof or if the
Optionee causes the same to be placed in good standing after the date hereof,
will be in good standing under the Mineral Tenure Act for at least six
months from the date of transfer. If the Optionor fails to make request for the
transfer of any mineral claims as aforesaid within such 30-day period, the
Optionee may then abandon such mineral claim without further notice to the
Optionor. Upon any such transfer or abandonment the mineral claims so
transferred or abandoned will for all purposes of this Agreement cease to form
part of the Property.

PART 13

FORCE MAJEURE

13.1                
If the Optionee is at any time either during the Option Period prevented or
delayed in complying with the work Expenditure requirement provisions of this
Agreement in Part 4 by reason of strikes, walk-outs, labour shortages, power
shortages, fuel shortages, fires, wars, acts of God, governmental regulations
restricting normal operations, shipping delays or any other reason or reasons
beyond the control of the Optionee (and for greater certainty excluding factors
related to a lack of funding), the time limited for the performance by the
Optionee of its obligations hereunder will be extended by a period of time equal
in length to the period of each such prevention or delay, provided however that
nothing herein will discharge the Optionee from its obligation to timely pay the
cash and share consideration under §4.1.

13.2                
The Optionee will within seven days give notice to the Optionor of each event of
force majeure under §13.1 and upon cessation of such event will furnish the
Optionor with notice to that effect together with particulars of the number of
days by which the obligations of the Optionee hereunder have been extended by
virtue of such event of force majeure and all preceding events of force
majeure.

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PART 14

CONFIDENTIAL INFORMATION

14.1                
No information furnished by the Optionee to the Optionor hereunder in respect of
the activities carried out on the Property by the Optionee, will be published by
the Optionor without the written consent of the Optionee, but such consent in
respect of the reporting of factual data will not be unreasonably withheld, and
will not be withheld in respect of information required to be publicly disclosed
pursuant to applicable securities or corporation laws. This provision shall
terminate three years after the later of the termination of this Option and the
termination of the Joint Venture Agreement.

PART 15

ARBITRATION

15.1                
All questions or matters in dispute with respect to the interpretation of this
agreement or the Joint Venture Agreement will, insofar as lawfully possible, be
submitted to arbitration pursuant to the terms hereof using final offer
arbitration procedures.

15.2                
It will be a condition precedent to the right of any party to submit any matter
to arbitration pursuant to the provisions hereof, that any party intending to
refer any matter to arbitration will have given not less than 10 days prior
written notice of its intention so to do to the other party together with
particulars of the matter in dispute.

15.3                
On the expiration of such 10 days, the party who gave such notice may proceed to
commence procedure in furtherance of arbitration as provided in this Part
15.

15.4                
The party desiring arbitration (First Party) will nominate in writing three
proposed arbitrators, and will notify the other party (Second Party) of such
nominees, and the other party will, within 10 days after receiving such notice,
either choose one of the three or recommend three nominees of its own. All
nominees of either party must hold accreditation as either a lawyer, accountant
or mining engineer. If the First Party fails to choose one of the Second Partys
nominees then all six names shall be placed into a hat and one name shall be
randomly chosen by the president of the First Party and that person if he/she is
prepared to act shall be the nominee. Except as specifically otherwise provided
in this Part 15 the arbitration herein provided for will be conducted in
accordance with the Commercial Arbitration Act (British Columbia). The parties
shall thereupon each be obligated to proffer to the Arbitrator within 21 days of
his/her appointment a proposed written solution to the dispute and the
arbitrator shall within 10 days of receiving such proposals choose one of them
without altering it except with the consent of both parties.

15.5                
The expense of the arbitration will be paid as specified in the award.

15.6                
The parties may agree that the award of the arbitrator will be final and binding
upon each of them.

---

-14-

PART 16

DEFAULT AND TERMINATION

16.1                
  If at any time during the Option Period either party fails to perform any obligation
  hereunder or any representation or warranty given by it proves to be untrue,
  then the other party may terminate this Agreement (without prejudice to any
  other rights it may have) providing

(a)        
  it first gives to the party allegedly in default a notice of default containing
  particulars of the obligation which such has not performed, or the warranty
  breached,

(b)        
  the other party does not dispute the default, then if it is reasonably possible
  to cure the default without irreparable harm to the non-defaulting party, the
  defaulting party does not, within 30 days after delivery of such notice of default,
  cure such default by appropriate payment or commence to correct such default
  and diligently prosecute the matter until it is corrected, and

(c)        
  if the defaulting party fails to comply with the provisions of this §16.1
  the other party may thereafter terminate this Agreement, and the provisions
  of Part 10 will then be applicable.

16.2                
The Optionee may at any time terminate this Option by giving notice of
termination to the Optionor and shall thereupon be relieved of any further
obligations in connection herewith but shall remain liable for obligations which
have accrued to the date of notice.

PART 17

AREA OF COMMON INTEREST

17.1                
There shall exist an area of common interest within the area included within
three (3) kilometres of the boundaries of the Property (as detailed in the
specific description of the mineral claims attached hereto as Schedule A), but
excluding any third party mineral claims existing as of December 17, 2004. If
either Party (or permitted assignee hereof) beneficially acquires any interest
in mineral claims within such area they shall, at the election of the other
party (made by it within 20 days of written notice), be made part of the
Property for all purposes and may be referred to as Additional Property. That
is, if acquired by the Optionee, such additional claims shall be transferred to
the Optionor on termination hereof without additional cost and if acquired by
the Optionor shall be optioned to the Optionee as if part of the Property (and
without additional consideration being demanded from the Optionee).

---

-15-

PART 18

NOTICES

18.1                
Each notice, demand or other communication required or permitted to be given
under this Agreement will be in writing and will be sent by personal delivery,
fax or prepaid registered mail to the addresses of the parties written on page
1.

18.2                
The date of receipt of such notice, demand or other communication will be the
date of delivery or fax thereof if delivered or faxed during business hours, or,
if given by registered mail as aforesaid, will be deemed conclusively to be the
third day after the same will have been so mailed except in the case of
interruption of postal services for any reason whatever, in which case the date
of receipt will be the date on which the notice, demand or other communication
is actually received by the addressee.

18.3                
Either party may at any time and from time to time notify the other party in
writing of a change of address and the new address to which notice will be given
to it thereafter until further change.

PART 19

GENERAL

19.1                
This Agreement will supersede and replace any other agreement or arrangement,
whether oral or written, heretofore existing between the parties in respect of
the subject matter of this Agreement.

19.2                
No consent or waiver expressed or implied by either party in respect of any
breach or default by the other in the performance of such other of its
obligations hereunder will be deemed or construed to be a consent to or a waiver
of any other breach or default.

19.3                
The parties will promptly execute or cause to be executed all documents, deeds,
conveyances and other instruments of further assurance which may be reasonably
necessary or advisable to carry out fully the intent of this Agreement or to
record wherever appropriate the respective interests from time to time of the
parties in the Property.

19.4                
This Agreement will enure to the benefit of and be binding upon the parties and
their respective successors and assigns, subject to the conditions hereof.

19.5                
This Agreement will be construed in accordance with the laws of the Province of
British Columbia and the laws of Canada applicable therein. This agreement is to
be construed as an option only and nothing herein shall obligate the Optionee to
do anything or pay any amount except where expressly herein provided.

19.6                
All sums of money referred to herein are expressed in Canadian currency.

---

-16-

19.7                
The headings appearing in this Agreement are for general information and
reference only and this Agreement will not be construed by reference to such
headings.

19.8                
In interpreting this Agreement and the schedules hereto attached, where the
context so requires, the singular will include the plural, and the masculine
will include the feminine, the neuter, and vice versa.

19.9                
Nothing herein will constitute or be taken to constitute the Parties as partners
or create any fiduciary relationship between them.

19.10               
No modification, alteration or waiver of the terms herein contained will be
binding unless the same is in writing, dated subsequently hereto, and fully
executed by the Parties.

19.11               
This Agreement may be executed in counterpart and by facsimile.

IN WITNESS WHEREOF this Option Agreement has been
executed on behalf of the Optionor and the Optionee by their duly authorized
officers on the _____day of April, 2005.

|The Optionee                |                     
|--------------------------- | --------------------
|                            |                     
|AMARC RESOURCES LTD.        |                     
|                            |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory
|                            |                     
|The Optionor                |                     
|                            |                     
|EAGLE PLAINS RESOURCES LTD. |                     
|                            |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory

---

SCHEDULE AMineral Claims Comprising the Property
and Area of Common Interest

Tenure Number
    Claim Name
    NTS Map Number
    Work Recorded To (D/M/Y)
    Mining Division
    Area (units)376027
    SIN
      1
    82-M-4
    22/04/2005
    Kamloops
    20376028
    SIN
      2
    82-M-4
    22/04/2005
    Kamloops
    20376037
    SIN
      3
    82-M-4
    22/04/2005
    Kamloops
    20376038
    SIN
      4
    82-M-4
    22/04/2005
    Kamloops
    4376039
    SIN
      5
    82-M-4
    22/04/2005
    Kamloops
    20376040
    SIN
      6
    82-M-4
    22/04/2005
    Kamloops
    20376041
    SIN
      7
    82-M-4
    22/04/2005
    Kamloops
    20376042
    SIN
      8
    82-M-4
    23/04/2005
    Kamloops
    16376043
    SIN
      9
    82-M-4
    23/04/2005
    Kamloops
    16376984
    SIN
      10
    82-M-4
    22/04/2005
    Kamloops
    20376985
    SIN
      11
    82-M-4
    22/04/2005
    Kamloops
    12376986
    SIN
      12
    82-M-4
    23/04/2005
    Kamloops
    15




---

- 1 -

SCHEDULE B

ESCROW AGREEMENT

THIS AGREEMENT is made the ______day of April, 2005

AMONG:

> AMARC RESOURCES LTD., a company duly incorporated
>           pursuant to the laws of the Province of British Columbia and having
>           its registered and business office situated at 1020  800 West
>           Pender Street, Vancouver, British Columbia, V6C 2V6
>         (the Optionee)

AND:

> EAGLE PLAINS RESOURCES LTD., a company duly
>           incorporated pursuant to the laws of the Province of British Columbia
>           and having its registered and business office situated at Suite 200,
>           16  11th Avenue South, Cranbrook, British Columbia, V1C 2P1, Fax
>           250 426-6899
>         (the Optionor)

AND:

> LML&S SERVICES INC., a British Columbia
>           company with its registered office at 1500 Royal Centre, 1055 West Georgia
>           Street, P.O. Box 11117, Vancouver, British Columbia, V6E 4N7
>         (the Escrow Agent)

WHEREAS:

(A)                
Pursuant to a Property Option Agreement of the same date between the Optionor
and the Optionee (the Option Agreement), to which this agreement is attached
as Schedule B, the Optionee can acquire a 60% (or 75%) interest in certain
mineral claims comprising the Property, on the terms set forth in the Option
Agreement; and

(B)                
The Optionor and the Optionee have agreed that the duly executed recordable
bills of sale respecting the mineral claims (the Claims) comprising the
Property (the Escrow Documents) will be held in escrow;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants contained herein the Parties hereto
mutually agree as follows:

---

- 2 -

**1.**                 
**Terms of Escrow and Release**

1.1                
The Optionor will forthwith deliver to the Escrow Agent the Escrow Documents
respecting each of the following Claims and such other Claims as may be added
under the terms of the Option Agreement:

Tenure Number
    Claim Name
    NTS Map Number
    Work Recorded To (D/M/Y)
    Mining Division
    Area (units)376027
    SIN
      1
    82-M-4
    22/04/2005
    Kamloops
    20376028
    SIN
      2
    82-M-4
    22/04/2005
    Kamloops
    20376037
    SIN
      3
    82-M-4
    22/04/2005
    Kamloops
    20376038
    SIN
      4
    82-M-4
    22/04/2005
    Kamloops
    4376039
    SIN
      5
    82-M-4
    22/04/2005
    Kamloops
    20376040
    SIN
      6
    82-M-4
    22/04/2005
    Kamloops
    20376041
    SIN
      7
    82-M-4
    22/04/2005
    Kamloops
    20376042
    SIN
      8
    82-M-4
    23/04/2005
    Kamloops
    16376043
    SIN
      9
    82-M-4
    23/04/2005
    Kamloops
    16376984
    SIN
      10
    82-M-4
    22/04/2005
    Kamloops
    20376985
    SIN
      11
    82-M-4
    22/04/2005
    Kamloops
    12376986
    SIN
      12
    82-M-4
    23/04/2005
    Kamloops
    15


1.2                
On receipt of notice from the Optionee that the Optionee has exercised its
Option to acquire the Claims in accordance with the terms of the Option
Agreement, the Optionee will provide written request to the Escrow Agent to
release the Escrow Documents to the Optionee. Upon receipt of such notice, the
Escrow Agent will deliver the Notice to the Optionor.

1.3                
If after 10 days the Optionor has not objected to the notice in §1.2, the Escrow
Agent will deliver the Escrow Documents to the Optionee.

1.4                
If the Escrow Agent receives a notice from the Optionor that the Optionee has
defaulted under the Option Agreement, the Escrow Agent shall deliver the notice
to the Optionee.

1.5                
If the Optionee does not dispute the default notice in §1.4, the Escrow Agent
will deliver the Escrow Documents to the Optionor.

1.6                
In the event of a dispute under §1.3 - §1.5, the Escrow Agent will retain the
Escrow Documents until a settlement or judicial resolution of the dispute.

---

- 3 -

**2.**                 
**Cancellation of Escrow Arrangement**

2.1                
If the Option Agreement is terminated in accordance with the terms of the Option
Agreement, the Optionor and the Optionee will forthwith jointly advise the
Escrow Agent, who will return the Escrow Documents to the Optionor.

**3.**                 
**Escrow Agent Duties and Fees**

3.1                
The Escrow Agent agrees to perform all of the duties hereinbefore set forth
which are applicable to it unless prohibited by a Court of competent
jurisdiction.

3.2                
The Optionee will pay from time to time the reasonable fees and expenses of the
Escrow Agent in connection with the performance of its duties hereunder and in
connection with any proceedings in which it is involved as a result of agreeing
to be a Party to this Agreement.

3.3                
The Optionee and the Optionor will indemnify and save harmless the Escrow Agent
of and from all other claims, demands, damage, loss and expense arising out of
the performance of its duties hereunder.

**4.**                 
**Escrow Agents Limited Responsibilities**

4.1                
The Escrow Agent will have no responsibility in respect of the Escrow Documents
except the duty to exercise such care in the safekeeping thereof as it would
exercise if the Escrow Documents were the property of a client of the Escrow
Agent.

4.2                
The Escrow Agent will have no duties or obligations except those which are
expressly set forth in this Agreement, and, except as expressly set out in this
Agreement, it will not be bound by any notice of a claim or demand with respect
thereto, or any waiver, modification, amendment, termination or rescission of
this Agreement unless received by it in writing and signed by the other Parties
and unless it has given its written consent thereto if its duties or obligations
under this Agreement are affected.

4.3                
The Escrow Agent will be protected in acting on any written notice, request,
waiver, consent, receipt, election, declaration or any paper or document
furnished to it and executed, whether or not under the seal, by any Party hereto
not only as to its due execution and the validity and effectiveness of its
provisions, but also as to the truth and acceptability of any information
therein contained, which it in good faith believes to be genuine and the Escrow
Agent will not be required to determine the authenticity of signatures or the
power and authority of any signatory to execute documents or to verify the
accuracy of any statement contained therein.

**5.**                 
**Replacement of Escrow Agent**

5.1                
If the Escrow Agent wishes to be relieved from its duties and obligations under
this Agreement it shall so notify the other Parties in writing, or in the event
that the Optionee and the Optionor mutually agree to replace the Escrow Agent,
they shall so notify the Escrow Agent of their intention and, in either case,
the replacement of the

---

- 4 -

Escrow Agent shall be made within a period of sixty (60) days
following receipt of the notice, provided that the selection and appointment of
the replacement for the Escrow Agent shall be the sole responsibility of the
Optionee, subject to the consent of the Optionor, which consent shall not be
unreasonably withheld, and subject to the agreement of the new Escrow Agent to
be bound by the terms and conditions of this Agreement.

**6.**                 
**New Escrow Agent**

6.1                
Any new Escrow Agent appointed hereunder shall execute an instrument accepting
such appointment hereunder and deliver one counterpart thereof to the Optionee,
one counterpart thereof to the Escrow Agent last in office, and one counterpart
to the Optionor, and thereupon such new Escrow Agent without further act shall
become vested in all rights, powers and obligations of its predecessor for
execution of the mandate hereunder, with like effect as if originally named as
Escrow Agent herein, and the predecessor Escrow Agent shall forthwith deliver
the Escrow Documents and any other documents in its possession pursuant to this
Agreement to the new Escrow Agent, for the purposes and uses of this
Agreement.

**7.**                 
**Escrow Agents Counsel**

7.1                
Each of the Parties confirms that it is aware that the Escrow Agent is a
corporation that is controlled and directed by Lang Michener, Barristers and
Solicitors, Counsel to the Optionee.

**8.**                 
**Notice**

8.1                
Subject to section 8.2, any notice, direction or other instrument required or
permitted to be given hereunder will be delivered or faxed in writing to the
respective Parties at the addresses set out on the first page of this Agreement
and notice to such addresses will be and will constitute full and complete
notice and delivery to the respective Party.

8.2                
Any Party hereto may change its address for service of notice by a notice in
writing delivered to all of the other Parties in the manner provided in section
8.1.

**9.**                 
**Enurement**

9.1                
This Agreement will enure to the benefit of and be binding upon the Parties
hereto, their respective successors and assigns.

**10.**               
**Counterparts**

10.1               This
Agreement may be executed by any person who is to become a Party hereto by
signing a counterpart hereof, each of which counterparts together will
constitute a single instrument.

IN WITNESS WHEREOF the Parties have executed this
Agreement on the day and year first above written.

---

- 5 -

|The Optionee                |                     
|--------------------------- | --------------------
|                            |                     
|AMARC RESOURCES LTD.        |                     
|                            |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory
|                            |                     
|                            |                     
|The Optionor                |                     
|                            |                     
|EAGLE PLAINS RESOURCES LTD. |                     
|                            |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory
|                            |                     
|                            |                     
|LML&S SERVICES INC.         |                     
|                            |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory

---

SCHEDULE C



VENTURE AGREEMENT



BETWEEN



EAGLE PLAINS RESOURCES LTD.



- and -



AMARC RESOURCES LTD.



APRIL, 2005



ACACIA Property

This Joint****Venture****Agreement is intended to be theplatform for future Eagle Plains Joint Ventures and will be
          amended from time to time.


---

TABLE OF CONTENTS

|   |                                                                 | Page
|-- | --------------------------------------------------------------- | ----
|   |                                                                 |     
|1. | DEFINITIONS                                                     | 1   
|   |                                                                 |     
|2. | REPRESENTATIONS AND WARRANTIES; RECORD
      TITLE; INDEMNITIES | 5   
|   |                                                                 |     
|   | CAPACITY OF PARTICIPANTS                                        | 5   
|   | DISCLOSURES                                                     | 5   
|   | RECORD TITLE                                                    | 5   
|   | LOSS OF TITLE                                                   | 5   
|   | INDEMNITIES                                                     | 6   
|   | UNDERLYING AGREEMENT                                            | 6   
|   |                                                                 |     
|3. | NAME, PURPOSES AND TERM                                         | 7   
|   |                                                                 |     
|   | GENERAL                                                         | 7   
|   | NAME                                                            | 7   
|   | PURPOSES                                                        | 7   
|   | LIMITATION                                                      | 7   
|   | TERM                                                            | 7   
|   |                                                                 |     
|4. | RELATIONSHIP OF THE PARTICIPANTS                                | 8   
|   |                                                                 |     
|   | NO PARTNERSHIP                                                  | 8   
|   | OTHER BUSINESS OPPORTUNITIES                                    | 8   
|   | TERMINATION OR TRANSFER OF RIGHTS TO PROPERTY                   | 8   
|   | NO ROYALTY OR OTHER INTERESTS                                   | 8   
|   | NO THIRD PARTY BENEFICIARY RIGHTS                               | 9   
|   |                                                                 |     
|5. | CONTRIBUTIONS BY PARTICIPANTS                                   | 9   
|   |                                                                 |     
|   | INITIAL CONTRIBUTION                                            | 9   
|   | VALUE OF INITIAL CONTRIBUTIONS                                  | 9   
|   | CASH CONTRIBUTIONS                                              | 9   
|   |                                                                 |     
|6. | PARTICIPATING INTERESTS                                         | 9   
|   |                                                                 |     
|   | PARTICIPATING INTERESTS                                         | 9   
|   | VOLUNTARY REDUCTION IN PARTICIPATION -
      DILUTION           | 10  
|   | DEFAULT IN MAKING CONTRIBUTIONS                                 | 11  
|   | ELIMINATION OF MINORITY INTEREST                                | 11  
|   | DOCUMENTATION OF ADJUSTMENTS TO PARTICIPATING
      INTERESTS   | 12  
|   | GRANT OF LIEN OR SECURITY INTEREST                              | 12  
|   | SUBORDINATION OF INTERESTS                                      | 12  
|   |                                                                 |     
|7. | MANAGEMENT COMMITTEE                                            | 12  
|   |                                                                 |     
|   | ORGANIZATION AND COMPOSITION                                    | 12  
|   | DECISIONS                                                       | 13  
|   | MEETINGS                                                        | 13  
|   | ACTION WITHOUT MEETING                                          | 14  
|   | MATTERS REQUIRING APPROVAL                                      | 14  
|   |                                                                 |     
|8. | MANAGER                                                         | 14  
|   |                                                                 |     
|   | APPOINTMENT                                                     | 14  
|   | POWERS AND DUTIES OF MANAGER                                    | 14  
|   | STANDARD OF CARE                                                | 18  
|   | RESIGNATION; DEEMED OFFER TO RESIGN                             | 18  

---

- ii -

|        | PAYMENTS TO MANAGER                                   | 19
|------- | ----------------------------------------------------- | --
|        | TRANSACTIONS WITH AFFILIATES                          | 19
|        | INDEPENDENT CONTRACTOR                                | 19
|        |                                                       |   
|**9.**  | PROGRAMS AND BUDGETS                                  | 19
|        |                                                       |   
|        | OPERATIONS PURSUANT
      TO PROGRAMS AND BUDGETS     | 19
|        | PRESENTATION OF PROGRAMS AND BUDGETS                  | 19
|        | ADOPTION OF PROPOSED
      PROGRAMS AND BUDGETS       | 20
|        | ELECTION TO PARTICIPATE                               | 20
|        | BUDGET OVERRUNS; PROGRAM
      CHANGES                | 20
|        | EMERGENCY EXPENDITURES                                | 21
|        | NON-MANAGERS PROGRAM                                 | 21
|        | CASH CALLS                                            | 21
|        | FAILURE TO MEET CASH
      CALLS                      | 21
|        | AUDITS                                                | 22
|        | FEASIBILITY REPORT AND
      PRODUCTION               | 22
|        | FEASIBILITY REPORT ALTERNATE PROGRAM AND
      BUDGET | 23
|        |                                                       |   
|**10.** | DISPOSITION OF PRODUCTION                             | 23
|        |                                                       |   
|        | TAKING IN KIND                                        | 23
|        | FAILURE OF PARTICIPANT TO TAKE IN KIND                | 23
|        | HEDGING                                               | 23
|        |                                                       |   
|**11.** | TERMINATION                                           | 24
|        |                                                       |   
|        | TERMINATION BY AGREEMENT                              | 24
|        | TERMINATION WHERE NO PROGRAM PROPOSED                 | 24
|        | DISPOSITION OF ASSETS ON TERMINATION                  | 24
|        | RIGHT TO DATA AFTER TERMINATION                       | 24
|        | NON-COMPETE COVENANTS                                 | 24
|        | CONTINUING AUTHORITY                                  | 24
|        | SURVIVAL OF INGRESS AND EGRESS AFTER TERMINATION      | 25
|        |                                                       |   
|**12.** | ABANDONMENT AND SURRENDER OF PROPERTY                 | 25
|        |                                                       |   
|**13.** | TRANSFER OF INTEREST                                  | 25
|        |                                                       |   
|        | GENERAL                                               | 25
|        | LIMITATIONS ON FREE TRANSFERABILITY                   | 25
|        | PRE-EMPTIVE RIGHT                                     | 26
|        | EXCEPTIONS TO PRE-EMPTIVE RIGHT                       | 27
|        | ENCUMBRANCES                                          | 28
|        | FINANCING                                             | 29
|        |                                                       |   
|**14.** | ACQUISITION WITHIN AREA OF INTEREST                   | 29
|        |                                                       |   
|        | GENERAL                                               | 29
|        | NOTICE TO NON-ACQUIRING PARTICIPANT                   | 29
|        | OPTION EXERCISE                                       | 29
|        | OPTION NOT EXERCISED                                  | 29
|        |                                                       |   
|**15.** | GENERAL PROVISIONS                                    | 30
|        |                                                       |   
|        | NOTICES                                               | 30
|        | WAIVER                                                | 30
|        | MODIFICATION                                          | 30
|        | FORCE MAJEURE                                         | 30
|        | SURVIVAL OF TERMS AND CONDITIONS                      | 31
|        | CONFIDENTIALITY AND
      PUBLIC STATEMENTS           | 31
|        | ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS              | 32

---

- iii -

| | DISPUTE RESOLUTION        | 32
| | ------------------------- | --
| | REMEDIES                  | 33
| | FURTHER ASSURANCES        | 33
| | HEADINGS                  | 33
| | CURRENCY                  | 33
| | SEVERABILITY              | 33
| | TAXES                     | 33
| | RULE AGAINST PERPETUITIES | 34
| | PARTITION                 | 34
| | GOVERNING LAW             | 34
| | COUNTERPARTS              | 34

|Exhibit A - Property            
|--------------------------------
|Exhibit B - Area of Interest    
|Exhibit C - Accounting Procedure
|Exhibit D - Net Returns         

---

VENTURE AGREEMENT

THIS VENTURE AGREEMENTis dated effective u, 20 u

BETWEEN:

> EAGLE PLAINS RESOURCES, LTD., a corporation
>           incorporated under the laws of Alberta
>         (Eagle Plains)

AND:

> AMARC RESOUCES LTD., a corporation incorporated
>           under the laws of British Columbia
>         (Amarc)

WHEREAS:

(A)                
Eagle Plains and Amarc own certain Property known as the u Property situated in
the u Mining Division, British Columbia which are described in Exhibit A and are
defined in §1.1(ee) below.

(B)                
Eagle Plains and Amarc wish to participate in the further exploration,
evaluation, and if justified, the development and mining of mineral resources
within the Property.

NOW THEREFORE, in consideration of the covenants and
terms contained herein, Eagle Plains and Amarc agree as follows:

**1.**                 
**DEFINITIONS**

1.1                
  Cross-references in this Agreement to Sections, Subsections and Exhibits refer
  to Sections, Subsections and Exhibits of this Agreement, unless specified otherwise.

(a)        
  Accounting Procedure means the procedure set forth in Exhibit
  C.

(b)        
  Affiliate of a Participant means an entity or person that
  Controls, is Controlled by, or is under common Control with the Participant
  through direct or indirect ownership of greater than fifty percent (50%) of
  equity or voting interest.

(c)        
  Agreement means this Joint Venture Agreement, including any
  amendments and modifications hereof, and all appendices, schedules and exhibits
  which are incorporated herein by this reference.

(d)        
  Area of Interest means the area described in Exhibit B.

---

- 2 -

(e)        
  Assets means the Property, Products, and all other real and
  personal property, tangible and intangible, held for the benefit of the Participants
  hereunder.

(f)        
  Budget means a detailed estimate of all costs to be incurred
  by the Participants with respect to a Program and a schedule of cash advances
  to be made.

(g)        
  Claims means the mineral claims described in Exhibit A to
  this Agreement, all of which are located in the uMining Division, British Columbia,
  and any claims that become part of the Property pursuant to Article 14 hereof.

(h)        
  Continuing Obligations means obligations or responsibilities
  that are reasonably expected to continue or arise after Operations on a particular
  area of the Property have ceased or are suspended, including, but not limited
  to, Environmental Compliance.

(i)        
  Control used as a verb means, when used with respect to an
  entity, the ability, directly or indirectly through one or more intermediaries,
  to direct or cause the direction of the management and policies of such entity
  through (i) the legal or beneficial ownership of voting securities or membership
  interests; (ii) the right to appoint managers, directors or corporate management;
  (iii) contract; (iv) operating agreement; (v) voting trust; or otherwise; and,
  when used with respect to a person, means the actual or legal ability to control
  the actions of another, through family relationship, agency, contract or otherwise;
  and Control used as a noun means an interest which gives the holder
  the ability to exercise any of the foregoing powers.

(j)        
  Development means all preparation (other than Exploration)
  for the removal and recovery of Products, including the construction or installation
  of leach pads, a mill or any other improvements to be used for the mining, handling,
  milling, beneficiation or other processing of Products.

(k)        
  Effective Date means the date set forth in §3.5 of this
  Agreement.

(l)        
  Encumbrance or Encumbrances means mortgages,
  deeds of trust, security interests, pledges, liens, net profits interests, royalties
  or overriding royalty interests, other payments out of production, or other
  burdens of any nature.

(m)        
  Environmental Compliance means actions performed during or
  after Operations to comply with the requirements of all Environmental Laws or
  contractual commitments related to reclamation of the Property or other compliance
  with Environmental Laws.

(n)        
  Environmental Laws means Laws aimed at reclamation or restoration
  of the Property; abatement of pollution; protection of the environment; monitoring
  environmental conditions; protection of wildlife, including endangered species;
  ensuring public safety from environmental hazards; protection of cultural or
  historic resources; management, storage or control of hazardous materials and
  substances; releases or threatened releases of pollutants, contaminants, chemicals
  or industrial, toxic or hazardous substances into the environment, and all other
  Laws relating to the

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- 3 -

manufacturing, processing, distribution,
  use, treatment, storage, disposal, handling or transport of pollutants, contaminants,
  chemicals or industrial, toxic or hazardous substances or wastes.

(o)        
  Environmental Liabilities means any and all claims, actions,
  causes of action, damages, losses, liabilities, obligations, penalties, judgments,
  amounts paid in settlement, assessments, costs, disbursements, or expenses (including,
  without limitation, legal fees and costs, experts fees and costs, and
  consultants fees and costs) of any kind or of any nature whatsoever that
  are asserted against either Participant, by any person or entity other than
  the other Participant, alleging liability (including, without limitation, liability
  for studies, testing or investigatory costs, cleanup costs, response costs,
  removal costs, remediation costs, containment costs, restoration costs, corrective
  action costs, closure costs, reclamation costs, natural resource damages, property
  damages, business losses, personal injuries, penalties or fines) arising out
  of, based on or resulting from (i) the presence, release, threatened release,
  discharge or emission into the environment of any hazardous materials or substances
  existing or arising on, beneath or above the Property and/or emanating or migrating
  and/or threatening to emanate or migrate from the Property to off-site Property;
  (ii) physical disturbance of the environment caused by Operations; or (iii)
  the violation or alleged violation of any Environmental Laws arising from or
  relating to Operations.

(p)        
  Existing Data means maps, drill logs and other drilling data,
  core tests, pulps, reports, surveys, assays, analyses, production reports, operations,
  technical, accounting and financial records, and any other material or information
  relating to the Property.

(q)        
  Exploration means activities directed toward ascertaining
  the existence, location, quantity, quality, or commercial value of deposits
  of Products.

(r)        
  Feasibility Report means that document or those documents
  consisting of reports, estimates, studies and financial analyses which together
  examine the feasibility of bringing into commercial production a deposit of
  minerals and the feasibility shall include at least the following information:
  (i) a description of that part of the Property to be utilized by the proposed
  mine; (ii) the estimate of recoverable reserves and the estimated composition
  and metal content thereof; (iii) the proposed procedure for development, mining
  and production; (iv) results of any metallurgical tests; (v) the nature and
  extent of the facilities proposed to be acquired which may include mill or plant
  facilities, if the size, extent and location of the ore body makes such mill
  or plant facilities feasible, in which event the report shall also include a
  flow sheet; (vi) the estimated capital and operating costs which are reasonably
  required to purchase, construct and install and operate all structures, machinery
  and equipment required for the proposed mine, including a schedule of timing
  of such requirements; (vii) an economic evaluation of the project, including
  sensitivity analysis; (viii) the present and anticipated environmental conditions
  and estimated environmental protection/remediation costs; (ix) the anticipated
  completion date; (x) such other data and information as the Manager considers
  reasonably necessary to substantiate the existence of an ore deposit of sufficient
  size and grade to justify development of a mine, taking into account all relevant
  business, tax and other economic considerations; and (xi) the estimated working
  capital

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- 4 -

requirements for the initial four months
  of operation following the completion date or such longer period as the Manager
  considers reasonably justified in the circumstances.

(s)        
  Government Fees means all rentals, holding fees, location
  fees, maintenance payments or other payments required by any law, rule or regulation
  to be paid to a federal, provincial or territorial government, in order to locate
  or maintain any mining leases or surface leases, Claims or other tenures included
  in the Property.

(t)        
  Initial Contribution means that contribution each Participant
  agrees to make, or is deemed to have made, pursuant to §5.1.

(u)        
  Joint Account means the account maintained in accordance
  with the Accounting Procedure showing the charges and credits accruing to the
  Participants.

(v)        
  Law or Laws means all federal, provincial,
  territorial and local laws (statutory or common), rules, ordinances, regulations,
  grants, concessions, franchises, licenses, orders, directives, judgments, decrees,
  and other governmental restrictions, including permits and other similar requirements,
  whether legislative, municipal, administrative or judicial in nature, including
  Environmental Laws, which are applicable to the Property, Area of Interest,
  or Operations, regardless of whether or not in existence or enacted or adopted
  hereafter; provided, however, nothing in this definition is intended to make
  laws applicable to the parties during periods when the laws are not applicable
  by their terms or the timing of their enactment.

(w)        
  Management Committee means the committee established under
  7.

(x)        
  Manager means the person or entity appointed under 8 to manage
  Operations, or any successor Manager.

(y)        
  Mining means the mining, extracting, producing, handling,
  milling, or other processing of Products.

(z)        
  Net Returns shall have the meaning specified in Exhibit D.

(aa)      
  Operations means the activities carried out under this Agreement.

(bb)      
  Participant and Participants mean the
  persons or entities that from time to time have Participating Interests.

(cc)      
  Participating Interest means the percentage interest representing
  the ownership interest of a Participant in the Assets, and in all other rights
  and obligations arising under this Agreement, as such interest may from time
  to time be adjusted hereunder. Participating Interests shall be calculated to
  three decimal places and rounded to two (e.g., 1.519% rounded to 1.52%) . Decimals
  of .005 or more shall be rounded up to .01; decimals of less than .005 shall
  be rounded down. The initial Participating Interests of the Participants are
  set forth in §6.1(a) .

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- 5 -

(dd)      
  Products means all metals, ores, concentrates, minerals,
  and mineral resources, including materials derived from the foregoing, produced
  from the Property under this Agreement.

(ee)      
  Program means a description in reasonable detail of Operations
  to be conducted by the Manager, as described in 9.

(ff)        
  Property means the Property described on Exhibit A attached
  hereto.

(gg)        Underlying
  Agreement means the u Property option agreement dated u between Eagle
  Plains Resources Ltd. and u.

(hh)       
  Venture means the contractual relationship of the parties
  under this Agreement.

**2.**                 
**REPRESENTATIONS AND WARRANTIES; RECORD TITLE; INDEMNITIES**

Capacity of Participants

2.1                
  Each Participant represents and warrants to the other Participant as follows:

(a)        
  it is a corporation duly incorporated, qualified to transact business, and in
  good standing under the laws of its jurisdiction and in British Columbia;

(b)        
  it has the capacity to enter into and perform this Agreement and all transactions
  contemplated herein, and all corporate, board of directors and other actions
  required to authorize it to enter into and perform this Agreement have been
  properly taken; and

(c)        
  it will not breach any other agreement or arrangement by entering into or performing
  this Agreement, and this Agreement has been duly executed and delivered by it
  and is valid and binding upon it in accordance with its terms.

Disclosures

2.2                
Each of the Participants represents and warrants that it is not aware of any
material facts or circumstances that have not been disclosed in this Agreement,
which should be disclosed to the other Participant in order to prevent the
representations and warranties in this Agreement from being materially
misleading.

Record Title

2.3                
Title to real and personal property included in the Assets shall be held in the
name of the Manager. The Manager shall hold same in trust for the Participants
in accordance with their respective interests from time to time.

Loss of Title

2.4                
Any failure or loss of title to the Assets, and all costs of defending title
thereto, shall be charged to the Venture.

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- 6 -

Indemnities

2.5

(a)        
  Each Participant shall indemnify the other Participant, its directors, officers,
  employees, agents and attorneys or Affiliates (collectively Indemnified
  Participant) against any loss, cost, expense, damage or liability (including
  legal fees and other expenses) arising out of or based on a breach by the Participant
  (Indemnifying Participant) of any representation, warranty or covenant
  contained in this Agreement including, subject to §8.3, a breach of a participants
  duties as Manager pursuant to §8.2.

(b)        
  In addition to the indemnity provided in §(a), the Manager shall indemnify
  the other Participant, its directors, officers, agents and attorneys or Affiliates
  (collectively Indemnified participant) against any third party related
  loss, cost, expense, damage or liability (including Environment Liabilities)
  (collectively Loss) incurred or suffered directly by a Participant
  arising howsoever out of the Managers actions or omissions on the Property.
  For further certainty, a Participant is not entitled to any indemnification
  pursuant to this §(b) in respect of any Loss incurred or suffered by the
  Venture.

(c)        
  If any claim or demand is asserted against an Indemnified Participant in respect
  of which such Indemnified Participant may be entitled to indemnification under
  this Agreement, written notice of such claim or demand shall promptly be given
  to the Indemnifying Participant. The Indemnifying Participant shall have the
  right, but not the obligation, by notifying the Indemnified Participant within
  thirty (30) days after its receipt of the notice of the claim or demand, to
  assume the entire control of (subject to the right of the Indemnified Participant
  to participate, at the Indemnified Participants expense and with counsel
  of the Indemnified Participants choice), the defence, compromise, or settlement
  of the matter, including, at the Indemnifying Participants expense, employment
  of counsel of the Indemnified Participants choice. Any damages to the
  Assets or business of the Indemnified Participant caused by a failure by the
  Indemnifying Participant to defend, compromise, or settle a claim or demand
  in a reasonable and expeditious manner requested by the Indemnified Participant,
  after the Indemnifying Participant has given notice that it will assume control
  of the defence, compromise, or settlement of the matter, shall be included in
  the damages for which the Indemnifying Participant shall be obligated to indemnify
  the Indemnified Participant. Any settlement or compromise of a matter by the
  Indemnifying Participant shall include a full release of claims against the
  Indemnified Participant which has arisen out of the indemnified claim or demand.

Underlying Agreement

2.6                
All rights and benefits provided by or acquired pursuant to the Underlying
Agreement by either Participant shall be included in Assets and shall be held
by the Participant which is the Manager for the benefit of the Participants. The
Participant which is the Manager shall have the authority to represent the other
Participant in all dealings with the other party to the Underlying Agreement,
with the intent that the interests of the Participants in those parts of the
Property which are subject to the Underlying Agreement will be and can be
represented as a single, combined interest, provided that such authority shall
be exercised in the manner to be directed by the Management Committee.

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- 7 -

**3.**                 
**NAME, PURPOSES AND TERM**

General

3.1                
Eagle Plains and Amarc hereby enter into this Agreement for the purposes
hereinafter stated. All of the Participants rights and obligations in
connection with the Assets, the Area of Interest and all Operations shall be
subject to and governed by this Agreement.

Name

3.2                
The Manager shall conduct the business of this Venture in the name of the
Venture, doing business as the u Venture. If applicable, the Manager shall
accomplish any registration required by applicable, assumed or fictitious name
statutes and similar statutes.

Purposes

3.3                
  This Agreement is entered into for the following purposes and for no others,
  and shall serve as the exclusive means by which the Participants, or either
  of them, accomplish such purposes:

(a)        
  to conduct Exploration within the Property;

(b)        
  to acquire additional real property and other interests within the Area of Interest;

(c)        
  to evaluate the possible Development and Mining of the Property, and if justified,
  to engage in Development and Mining;

(d)        
  to engage in Operations within the Property;

(e)        
  to engage in disposition of Products, only to the limited extent permitted in
  10;

(f)        
  to complete and satisfy all Environmental Compliance obligations and other Continuing
  Obligations relating to the Property; and

(g)        
  to perform any other operation or activity necessary, appropriate, or incidental
  to any of the foregoing.

Limitation

3.4                
Unless the Participants otherwise agree in writing, Operations shall be limited
to the purposes described in §3.3, and nothing in this Agreement shall be
construed to enlarge such purposes.

Term

3.5                
The Effective Date of this Agreement shall be u, 2005. Unless the Venture is
earlier terminated or terminates as provided in this Agreement, the term of this
Agreement is for so long as any of the Property are jointly owned by the
Participants hereto and thereafter until all materials, supplies, and equipment
have been salvaged and disposed of, a final accounting has

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- 8 -

been made between the Participants, and any required
Environmental Compliance has been completed and accepted by the appropriate
governmental agencies.

**4.**                 
**RELATIONSHIP OF THE PARTICIPANTS**

No Partnership

4.1                
Nothing contained in this Agreement shall be deemed to constitute either
Participant the partner of the other, nor, except as otherwise herein expressly
provided, to constitute either Participant the agent or legal representative of
the other, nor to create any fiduciary relationship between them. The
Participants do not intend to create, and this Agreement shall not be construed
to create, any mining, commercial, tax, or other partnership.

Neither Participant shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other Participant,
except as otherwise expressly provided herein. The rights, duties, obligations
and liabilities of the Participants shall be several and not joint or
collective. Each Participant shall be responsible only for its obligations as
herein set out and shall be liable only for its share of the costs and expenses
as provided herein. It is the Participants intent that their ownership of
Assets and the rights acquired hereunder shall be as tenants in common.

Other Business Opportunities

4.2                
Except as expressly provided in this Agreement, each Participant shall have the
right independently to engage in and receive full benefits from business
activities, whether or not competitive with Operations, without consulting the
other. The doctrines of corporate opportunity or business opportunity shall
not be applied to any other activity, venture, or operation of either
Participant, and neither Participant shall have any obligation to the other with
respect to any opportunity to acquire any property outside the Area of Interest
at any time, or within the Area of Interest after the termination of this
Agreement, except as provided in §11.6. Unless otherwise agreed in writing, no
Participant shall have any obligation to mill, beneficiate, or otherwise treat
any Participants share of Products in any facility owned or controlled by such
Participant.

Termination or Transfer of Rights to Property

4.3                
Except as otherwise provided in this Agreement, neither Participant shall permit
or cause all or any part of its interest in the Assets or this Agreement to be
sold, exchanged, encumbered, surrendered, abandoned, partitioned, divided, or
otherwise terminated, by judicial means or otherwise. The Participants hereby
waive and release all rights of partition, or of sale in lieu thereof, or other
division of Assets, including any such rights provided by any law.

No Royalty or Other Interests

4.4                
No Participant shall be entitled or permitted to create any royalty or similar
carried interest in all or any part of the Assets.

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- 9 -

No Third Party Beneficiary Rights

4.5                
This Agreement shall be construed to benefit the Participants and their
respective successors and assigns only, and shall not be construed to create
third party beneficiary rights in any other party, governmental agency or
organization.

**5.**                 
**CONTRIBUTIONS BY PARTICIPANTS**

Initial Contribution

5.1                
Each Participant, as its Initial Contribution, hereby contributes to the Venture
all its undivided right, title and interest in and to the Property, together
with all of its respective right, title and interest in and to any licenses and
permits relating to the Property, together with all maps, data, reports,
studies, and documents relating thereto, free and clear of any Encumbrances.

Value of Initial Contributions

5.2                
The agreed value of the Participants respective Initial Contributions shall be
as follows:

|Eagle Plains | $ u
|------------ | ---
|Amarc        | $ u

Cash Contributions

5.3                
The Participants shall contribute funds for adopted Programs and Budgets in
proportion to their respective Participating Interests, subject to elections
permitted by §9.4.

**6.**                 
**PARTICIPATING INTERESTS**

Participating Interests

6.1

(a)        
  Initial Participating Interest. Subject to §(b) below, the Participants
  shall have the following initial Participating Interests in the Venture:

|Eagle Plains | u %
|------------ | ---
|Amarc        | u %

(b)        
  Changes in Participating Interests. A Participants Participating
  Interest shall only be changed as follows:

(i)        
  upon an election or deemed election by a Participant pursuant to §9.4,
  not to contribute or to contribute less to an adopted Program and Budget than
  the percentage reflected by its Participating Interest;

(ii)       
  as provided in §6.4;

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- 10 -

(iii)      
  in the event of default by a Participant in making its agreed upon contribution
  to an adopted Program and Budget, followed by an election by the other Participant
  to invoke §6.3(b);

(iv)       
  pursuant to a transfer by a Participant of all or a portion of its Participating
  Interest in accordance with 13; or

(v)        
  upon acquisition by either Participant of part or all of the Participating Interest
  of the other Participant, however arising.

Voluntary Reduction in Participation - Dilution

6.2                
  A Participant may elect, as provided in §9.4, to limit its contributions
  to an adopted Program and Budget (without regard to its vote on adoption of
  the Program and Budget) as follows:

(a)        
  to some lesser amount than its respective Participating Interest; or

(b)        
  to not contribute at all.

In such event, the non-diluting Participant shall then have the
option to either fully fund the remaining portion of the adopted Program and
Budget; or, within fifteen (15) days following the election of the diluting
Participant under §9.4(b), to propose a reduced alternative Program and Budget
to which the Participants shall, within seven (7) days, make a re-election under
§9.4(a) or §9.4(b) . If the non-diluting Participant elects to continue with the
initially adopted Program and Budget, the Participating Interest of the
Participant electing either §(a) or §(b) above shall be recalculated at the time
of election by dividing: (i) the sum of (a) the value of that Participants
Initial Contribution as defined in §5.2, (b) the total of all that Participants
contributions to previous Programs and Budgets, and (c) the amount the
Participant elects to contribute to the approved Program and Budget, by (ii) the
sum of (a), (b) and (c) above for all Participants; and multiplying the result
by 100. That is:

|(a)+(b)+(c) diluting Participant | x 100 = Recalculated Participating
      Interest
|-------------------------------- | -------------------------------------------------
|(a)+(b)+(c) all Participants     |                                                  

The Participating Interest of the other Participant shall
thereupon become the difference between 100% and the recalculated Participating
Interest.

As soon as practicable after the necessary information is
available at the end of each period covered by an adopted Program and Budget, a
recalculation of each Participants Participating Interest shall be made in
accordance with the preceding formula to adjust, as necessary, the
recalculations made at the beginning of such period to reflect actual
contributions made by the Participants during the period. Except as otherwise
provided in this Agreement, a diluting Participant shall retain all of its
rights and obligations under this Agreement, including the right to participate
in future Programs and Budgets at its Recalculated Participating Interest.

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- 11 -

Default in Making Contributions

6.3

(a)        
  If a Participant elects to contribute to an approved Program and Budget and
  then defaults in making a contribution or cash call under an approved Program
  and Budget, the non-defaulting Participant may, but is not obligated to, advance
  the defaulted contribution on behalf of the defaulting Participant and treat
  the same, together with any accrued interest, as a demand loan bearing interest
  from the date of the advance at the rate provided in §9.9. The failure
  to repay said loan upon demand shall be a default.

(b)        
  The Participants acknowledge that if a Participant defaults in making a contribution
  to an approved Program and Budget or a cash call under §9.8, or in repaying
  a loan under §(a), as required hereunder, it will be difficult to measure
  the damages resulting from such default. The Participants acknowledge that the
  damage to the non-defaulting Participant could be significant. In the event
  of such default, as reasonable liquidated damages, the non-defaulting Participant
  may, with respect to any such default not cured within thirty (30) days after
  notice to the defaulting Participant of such default, declare that the respective
  Participating Interests of the Participants will be adjusted, in which event
  the Participating Interest of the defaulting Participant will be recalculated
  first by reducing it by the amount that it would have been reduced pursuant
  to §6.2 if such Participant had elected not to contribute the amount by
  which it is in default and second by reducing such Participating Interest by
  the same amount again. The Participating Interest of the non-defaulting Participant
  shall thereupon become the difference between 100% and the recalculated Participating
  Interest of the defaulting Participant.

(c)        
  If a Participant elects to contribute to an approved Program and Budget and
  then defaults in making a contribution or cash call under an approved Program
  and Budget three times prior to completion of a Feasibility Report, its Participating
  Interest shall be forfeited to the non-defaulting Participant and the defaulting
  Participants Participating Interest shall be automatically converted to
  a five percent (5%) Net Returns Royalty and the defaulting Participant shall
  have no further rights to participate in subsequent Programs.

(d)        
  If a Participant elects to an approved Program and Budget based on a Feasibility
  Report which recommends commercial production and then defaults in making a
  contribution or cash call under an approved Program and Budget, its Participating
  Interest shall be forfeited to the non-defaulting Participant and the defaulting
  Participants Participating Interest shall be automatically reverted to
  a five percent (5%) Net Returns Royalty and the defaulting Participant shall
  have no further rights to participate in a subsequent Program.

Elimination of Minority Interest

6.4                
Upon the reduction of its Participating Interest to ten percent (10%) or less, a
Participant shall be deemed to have withdrawn from the Venture and shall
relinquish its entire Participating Interest, free and clear of any Encumbrances
arising by, through or under that Participant. Such relinquished Participating
Interest shall be deemed to have accrued

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- 12 -

automatically to the other Participant, and the interest of the
Participant whose Participating Interest dilutes to ten percent (10%) or below
shall be converted to a percent ( %) Net Returns royalty, as defined in Exhibit
D to this Agreement. If a Participant forfeits its Participating Interest any
decision to place the Property into production shall be at the sole discretion
of the other and if the Property is in or is placed into production, such other
party shall have the unfettered right to suspend, curtail or terminate any such
Operation as it in its sole discretion may determine. Except for or as provided
in this §6.4 and §11.7, 13 and §15.6, this Agreement shall thereupon
terminate.

Documentation of Adjustments to Participating
Interests

6.5                
An adjustment to a Participating Interest need not be evidenced during the term
of this Agreement by the execution and recording of appropriate instruments, but
each Participants Participating Interest shall be shown in the books of the
Manager. However, either Participant, at any time upon the request of the other
Participant, shall execute and acknowledge instruments necessary to evidence or
effectuate such adjustment in a form sufficient for recording in the
jurisdiction where the Property are located.

Grant of Lien or Security Interest

6.6

(a)        
  Subject to §6.7, each Participant grants to the other Participant a lien
  upon and a security interest in its Participating Interest, including all of
  its right, title and interest in the Assets and the Participants share
  of Products, whenever acquired or arising, and the proceeds from and accessions
  to the foregoing.

(b)        
  The liens and security interests granted by §(a) shall secure every obligation
  or liability of the Participant granting such lien or security interest created
  under this Agreement, including the obligation to repay a loan granted under
  §6.3(a) . Each Participant hereby agrees to take all action necessary to
  perfect such lien and security interests and hereby appoints the other Participant,
  its attorney in-fact, to execute, file and record all financing statements and
  other documents necessary to perfect or maintain such lien and security interests.

Subordination of Interests

6.7                
Each Participant shall, from time to time, take all necessary actions, including
execution of appropriate agreements, to pledge and subordinate its Participating
Interests, any liens it may hold which are created under this Agreement, other
than those created pursuant to §6.6 hereof, and any other right or interest it
holds with respect to the Assets (other than any statutory lien of the Manager)
to any secured borrowings for Operations approved by the Management
Committee.

**7.**                 
**MANAGEMENT COMMITTEE**

Organization and Composition

7.1                
Upon execution of this Agreement, the Participants shall establish a Management
Committee to determine overall policies, objectives, procedures, methods and
actions under this

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- 13 -

Agreement. The Management Committee shall consist of one member
appointed by Eagle Plains and one member appointed by Amarc. Each Participant
may appoint an alternate to act in the absence of a regular member. Any
alternate so acting shall be deemed a member. Appointments shall be made or
changed by prior written notice to the other Participant.

Decisions

7.2                
Each Participant, acting through its appointed member, shall have votes on the
Management Committee, in proportion to its Participating Interest. Unless
otherwise provided in this Agreement, the vote of a Participant with a
Participating Interest greater than fifty percent (50%) shall determine the
decisions of the Management Committee. In the event of a tie vote, the
Participant designated as Manager shall have the deciding vote of the Management
Committee.

Meetings

7.3                
The Management Committee shall hold regular meetings at least annually in
Vancouver or at other mutually agreed places. The Manager shall give thirty (30)
days notice to the Participants of such regular meetings (unless such notice is
waived by the Participants). Additionally, any Participant may call a special
meeting upon 7 days notice to the other Participant (unless such notice is
waived by the Participants). In case of emergency, reasonable notice of a
special meeting shall suffice. With respect to a regular or special meeting of
the Management Committee, there shall be a quorum if at least one member
representing each Participant is present; provided, however, that in the event
that a quorum does not exist at any such meeting, any Participant may reschedule
the meeting, at a time at least two (2) days following the originally scheduled
meeting but no later than seven (7) days following the originally scheduled
meeting, and, at such rescheduled meeting, there shall be a quorum if at least
one member representing any Participant having greater than a twenty percent
(20%) Participating Interest is present. Each notice of a meeting shall include
an itemized agenda prepared by the Manager in the case of a regular meeting, or
by the Participant calling the meeting in the case of a special meeting, but any
matter may be considered with the consent of all Participants. The Manager shall
prepare minutes of all meetings and shall distribute copies of such minutes to
the Participants within thirty (30) days after the meeting. The Participants
shall have thirty (30) days after receipt to sign and return such copies or to
provide any written comments on such minutes to the Manager. If a Participant
timely submits written comments on such minutes, the Management Committee shall
seek, for a period not to exceed thirty (30) days, to agree upon minutes of such
meeting acceptable to the Participants. At the end of such period, failing
agreement by the Participants on revised minutes, the minutes of the meeting
shall be the original minutes as prepared by the Manager, together with the
comments on the minutes made by the other Participant. These documents shall be
placed in the minutes book maintained by the Manager. If personnel employed in
Operations are required to attend a Management Committee meeting, reasonable
costs incurred in connection with such attendance shall be a Venture cost. All
other costs associated with Management Committee meetings shall be paid for by
the Participants individually.

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- 14 -

Action Without Meeting

7.4                
In lieu of meetings, the Management Committee may hold telephone conferences, so
long as minutes are prepared in accordance with §7.3. The Management Committee
may also take actions in writing signed by all members.

Matters Requiring Approval

7.5                
Except as otherwise delegated to the Manager in §8.2 the Management Committee
shall have exclusive authority to determine all management matters related to
this Agreement.

**8.**                 
**MANAGER**

Appointment

8.1                
The parties hereby appoint Amarc as the Manager with overall management
responsibility for Operations and to remain as Manager until it resigns pursuant
to §8.4, or until its Participating Interest falls below fifty percent
(50%).

Powers and Duties of Manager

8.2                
  Subject to the terms and provisions of this Agreement, the Manager shall have
  the following powers and duties:

(a)        
  the Manager shall manage, direct, and control Operations, and shall prepare
  and present to the Management Committee proposed Programs and Budgets;

(b)        
  the Manager shall implement the decisions of the Management Committee, shall
  make all expenditures necessary to carry out adopted Programs, and shall promptly
  advise the Management Committee if it lacks sufficient funds to carry out its
  responsibilities under this Agreement;

(c)        
  the Manager shall use reasonable efforts to: (i) purchase or otherwise acquire
  all material, supplies, equipment, water, utility and transportation services
  required for Operations, such purchases and acquisitions to be made on the best
  terms available, taking into account all of the circumstances; (ii) obtain such
  customary warranties and guarantees as are available in connection with such
  purchases and acquisitions; and (iii) keep the Assets free and clear of all
  Encumbrances, except for those existing at the time of, or created concurrent
  with, the acquisition of such Assets, or mechanics or materialmens
  liens which shall be released or discharged in a diligent manner, or Encumbrances
  specifically approved by the Management Committee;

(d)        
  the Manager shall conduct such title examinations and cure such title defects
  relating to the Property as may be advisable in the reasonable judgment of the
  Manager;

(e)        
  the Manager shall: (i) make or arrange for all payments required by concessions,
  leases, licenses, permits, contracts, and other agreements related to the Assets;
  (ii) pay all

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taxes, assessments and like charges
  on Operations and Assets except taxes determined or measured by a Participants
  sales revenue or net income. If authorized by the Management Committee, the
  Manager shall have the right to contest, in the courts or otherwise, the validity
  or amount of any taxes, assessments, or charges if the Manager deems them to
  be unlawful, unjust, unequal, or excessive, or to undertake such other steps
  or proceedings as the Manager may deem reasonably necessary to secure a cancellation,
  reduction, readjustment, or equalization thereof before the Manager shall be
  required to pay them, but in no event shall the Manager permit or allow title
  to the Assets to be lost as the result of the non-payment of any taxes, assessments,
  or like charges; and (iii) do all other acts reasonably necessary to maintain
  the Assets;

(f)        
  the Manager shall: (i) apply for all necessary permits, licenses and approvals;
  (ii) comply with the Laws; (iii) notify promptly the Management Committee of
  any allegations of substantial violation thereof; and (iv) prepare and file
  all reports or notices required for Operations. In the event of any violation
  of permits, licenses or approvals, the Manager shall timely cure or dispose
  of such violation through performance, payment of fines and penalties, on both,
  and the cost thereof shall be charged to the Joint Account;

(g)        
  the Manager shall notify the other Participant promptly of any litigation, arbitration,
  or administrative proceeding commenced against the Venture. The Manager shall
  prosecute and defend, but shall not initiate without consent of the Management
  Committee, all litigation or administrative proceedings arising out of Operations.
  The non-managing Participant shall have the right to participate, at its own
  expense, in such litigation or administrative proceedings. The Management Committee
  shall approve in advance any settlement involving payments, commitments or obligations
  in excess of one-hundred thousand dollars ($100,000) in cash or value;

(h)        
  with respect to the Goods and Services Tax (the GST) under Part
  IX of the Excise Tax Act S.C. 1990, c.45 (the Act), the Manager
  shall account for all GST in respect of any supplies made to or by the Joint
  Venture. The Participants shall be registrants and will each execute and provide
  to the Manager a joint venture election (the Election) pursuant
  to section 273 of the Act, confirming that the Manager shall account for all
  GST in respect of any supplies made to or by the Joint Venture and the Manager
  shall file the Election with Revenue Canada, Customs and Excise along with the
  Managers return as and when required under Part IX and section 273 of
  the Act. Accounting for GST shall include paying GST on all taxable purchases
  and claiming the corresponding input tax credits on behalf of the Joint Venture;

(i)        
  the Manager may dispose of Assets, whether by sale, assignment, abandonment
  or other transfer, in the ordinary course of business, except that Property
  may be abandoned or surrendered only as provided in 12. However, without prior
  authorization from the Management Committee, the Manager shall not: (i) dispose
  of Assets in any one transaction having a value in excess of $100,000; (ii)
  enter into any sales contracts or commitments for Products, except as permitted
  in §10.2; (iii) begin a liquidation of the Venture; or (iv) dispose of
  all or a substantial part of the Assets necessary to achieve the purposes of
  the Venture;

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- 16 -

(j)        
  the Manager shall have the right to carry out its responsibilities hereunder
  through agents, Affiliates or independent contractors;

(k)        
  the Manager shall keep and maintain all required accounting and financial records
  pursuant to the Accounting Procedure and in accordance with generally accepted
  accounting procedures;

(l)        
  the Manager shall select and employ at competitive rates all supervision and
  labour necessary or appropriate to all Operations hereunder. All persons employed
  hereunder, the number thereof; their hours of labour and their compensation
  shall be determined by the Manager, and they shall be employees of the Manager;

(m)        
  the Manager shall keep the Management Committee advised of all Operations by
  submitting in writing to the Management Committee: (i) monthly progress reports
  within twenty (20) days after the end of each month, which include statements
  of expenditures and comparisons of such expenditures to the adopted Budget;
  (ii) periodic summaries of data acquired; (iii) copies of reports concerning
  Operations; (iv) a detailed final report within sixty (60) days after completion
  of each Program and Budget, which shall include comparisons between actual and
  budgeted expenditures; and (v) such other reports as the Management Committee
  may reasonably request. At all reasonable times, the Manager shall provide the
  Management Committee or the representative of any Participant, upon the request
  of any member of the Management Committee, access to, and the right to inspect
  and copy, all information acquired in Operations, including but not limited
  to, maps, drill logs, core tests, reports, surveys, assays, analyses, production
  reports, operations, technical, accounting and financial records. In addition,
  the Manager shall allow the non-managing Participant, at its sole risk and expense,
  and subject to reasonable safety regulations, to inspect the Assets and Operations
  at all reasonable times, so long as the inspecting Participant does not unreasonably
  interfere with Operations;

(n)        
  the Manager shall provide insurance for the benefit of the Participants, in
  such amounts and of such nature as the Manager deems necessary to protect the
  Assets and Operations of the Venture;

(o)        
  the Manager shall perform or cause to be performed all assessment and other
  work, and shall pay all Government Fees required by Law in order to maintain
  in good standing all mining leases, surface leases, Claims and other tenures
  included within the Property. The Manager shall have the right to perform the
  assessment work required hereunder pursuant to a common plan of exploration
  on other Property. The Manager shall not be liable on account of any determination
  by any court or governmental agency that the work performed by the Manager does
  not constitute the required annual assessment work or occupancy for the purposes
  of preserving or maintaining ownership of the claims, provided that the work
  done is pursuant to an adopted Program and Budget and is performed in accordance
  with the Managers standard of care under §8.3. The Manager shall
  timely record and file with the appropriate governmental office any required
  affidavits, notices of intent to hold and other documents in proper form attesting
  to the payment of Government Fees and the performance of assessment work, in
  each

---

- 17 -

case in sufficient detail to reflect
  compliance with the applicable requirements. The Manager shall not be liable
  on account of any determination by any court or governmental agency that any
  such document submitted by the Manager does not comply with applicable requirements,
  provided that such document is prepared and recorded or filed in accordance
  with the Managers standard of care under §8.3;

(p)        
  if authorized by the Management Committee, the Manager may: (i) locate, amend
  or relocate any mining claim, (ii) locate any fractions resulting from such
  amendment or relocation, and (iii) apply for patents or mining leases or other
  forms of mineral tenure for any such claims;

(q)        
  the Manager shall prepare an Environmental Compliance plan for all Operations
  consistent with the requirements of any applicable Laws or contractual obligations
  and shall include in each Program and Budget sufficient funding to implement
  the Environmental Compliance plan and to satisfy the financial assurance requirements
  of any applicable Law or contractual obligation pertaining to Environmental
  Compliance. To the extent practical, the Environmental Compliance plan shall
  incorporate concurrent reclamation of Property disturbed by Operations;

(r)        
  the funds that are to be deposited into the Environmental Compliance fund shall
  be maintained by the Manager in a separate, interest bearing cash management
  account, which may include, but is not limited to, money market investments
  and money market funds, and/or in longer term investments if approved by the
  Management Committee. Such funds shall be used solely for Environmental Compliance,
  including the committing of such funds, interests in property, insurance or
  bond policies, or other security to satisfy Laws regarding financial assurance
  for the reclamation or restoration of the Property, and for other Environmental
  Compliance requirements;

(s)        
  the Manager shall undertake to perform Continuing Obligations when and as economic
  and appropriate, whether before or after termination of the Operations. The
  Manager shall have the right to delegate performance of Continuing Obligations
  to persons having demonstrated skill and experience in relevant disciplines.
  As part of each Program and Budget submittal, the manager shall specify in such
  Program and Budget the measures to be taken for performance of Continuing Obligations
  and the cost of such measures. The Manager shall keep the other Participant
  reasonably informed about the Managers efforts to discharge Continuing
  Obligations. Authorized representatives of each Participant shall have the right
  from time to time to enter the Property to inspect work directed toward satisfaction
  of Continuing Obligations and audit books, records, and accounts related thereto;

(t)        
  the Manager shall maintain the Underlying Agreement in good standing and make
  all payments required thereunder, unless otherwise directed by the Management
  Committee;

(u)        
  if Participating Interests are adjusted in accordance with this Agreement the
  Manager shall propose from time to time one or more methods for fairly allocating
  costs for Continuing Obligations;

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- 18 -

(v)        
  the Manager shall undertake all other activities reasonably necessary to fulfill
  the foregoing.

Standard of Care

8.3                
The Manager shall discharge its duties under §8.2 and conduct all Operations in
a good, workmanlike and efficient manner, in accordance with sound mining and
other applicable industry standards and practices, and in material compliance
with the terms and provisions of concessions, leases, licenses, permits,
contracts and other agreements pertaining to Assets. The Manager shall not be
liable to the non-managing Participant for any act or omission resulting in
damage, loss cost, penalty or fine to the Venture except to the extent caused by
or attributable to the Managers wilful misconduct or gross negligence. The
Manager shall not be in default of its duties under this Agreement, if its
inability to perform results from the failure of the non-managing Participant to
perform acts or to contribute amounts required of it by this Agreement.

Resignation; Deemed Offer to Resign

8.4                
  The Manager may resign upon thirty (30) days prior notice to the Management
  Committee, in which case the other Participant may elect to become the new Manager
  by notice to the Management Committee within ninety (90) days after the notice
  of resignation. If any of the following shall occur, the Manager shall be deemed
  to have offered to resign, which offer shall be accepted by the other Participant,
  if at all, within ninety (90) days following such deemed offer:

(a)        
  the Participating Interest of the Manager (inclusive of any entity claiming
  through the Manager as provided in §13.2(g)) ceases to be the highest between
  the Participants, provided; however, that in the event the Manager transfers
  its Participating Interest to an Affiliate, such Affiliate shall automatically
  become the Manager; or

(b)        
  the Manager fails to perform a material obligation imposed upon it under this
  Agreement, and such failure continues for a period of sixty (60) days after
  notice from the other Participant demanding performance; or

(c)        
  the Manager fails to pay its bills within ninety (90) days after they are due,
  unless the Manager contests such bills in good faith; or

(d)        
  the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator
  or similar official is appointed for a substantial part of the Managers
  assets, and such appointment is neither made ineffective nor discharged within
  thirty (30) days after the making thereof; or such appointment is consented
  to, requested by, or acquiesced in by the Manager; or

(e)        
  the Manager commences a voluntary case under any applicable bankruptcy, insolvency
  or similar law now or hereafter in effect; or consents to the entry of an order
  for relief in an involuntary case under any such law or to the appointment of
  or taking possession by a receiver, liquidator, assignee, custodian, trustee,
  sequestrator or other similar official of any substantial part of its assets;
  or makes a general assignment for the

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- 19 -

benefit of creditors; or takes corporate
  or other action in furtherance of any of the foregoing; or

(f)        
  entry is made against the Manager of a judgment, decree or order for relief
  affecting its ability to serve as Manager, or a substantial part of its Participating
  Interest or other assets by a court of competent jurisdiction in an involuntary
  case commenced under any applicable bankruptcy, insolvency or other similar
  law of any jurisdiction now or hereafter in effect.

Under §(d), §(e) or §(f) above, any appointment of a successor
Manager shall be deemed to predate the event causing a deemed offer of
resignation.

Payments to Manager

8.5                
The Manager shall be compensated for its services and reimbursed for its costs
hereunder in accordance with the Accounting Procedure set forth in Exhibit
C.

Transactions With Affiliates

8.6                
If the Manager engages Affiliates to provide services hereunder, it shall do so
on terms no less favourable than would be the case with unrelated persons in
arms-length transactions.

Independent Contractor

8.7                
The Manager is and shall act as an independent contractor and not as the agent
of the other Participant. The Manager shall maintain complete control over its
employees and all of its subcontractors with respect to performance of the
Operations. Nothing contained in this Agreement or any subcontract awarded by
the Manager shall create any contractual relationship between any subcontractor
and the other Participant. The Manager shall have complete control over and
supervision of Operations and shall direct and supervise the same so as to
ensure their conformity with this Agreement.

**9.**                 
**PROGRAMS AND BUDGETS**

Operations Pursuant to Programs and Budgets

9.1                
Operations shall be conducted, expenses shall be incurred, and Assets shall be
acquired only pursuant to Programs and Budgets approved pursuant to §9.2. Every
Program and Budget adopted pursuant to this Agreement shall provide for accrual
of reasonably anticipated Environmental Compliance expenses for all operations
contemplated under the Program and Budget.

Presentation of Programs and Budgets

9.2                
Proposed Programs and Budgets shall be prepared by the Manager and shall be for
one calendar year (or in the event that the Manager determines that appropriate
methods of Exploration or Development require a shorter period or a longer
period to accomplish the

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- 20 -

proposed Program and Budget, the proposed Program and Budget
may be prepared for such shorter or longer period). Each adopted Program and
Budget, regardless of length, shall be reviewed at least once a year at the
annual meeting of the Management Committee. A meeting of the Management
Committee shall be convened to approve each Program and Budget and at least
forty (40) days prior to such meeting of the Management Committee, a proposed
Program and Budget shall be prepared by the Manager and submitted to the
Participants. Within twenty (20) days of receipt of the proposed Program and
Budget, the Participants may submit written comments to the Manager detailing
revisions or modifications that they would like to have made to the proposed
Program and Budget. If such written comments are received, the Manager, working
with the other Participant, shall seek for a period of time not to exceed
fifteen (15) days to develop a revised Program and Budget acceptable to both
Participants. The Manager shall submit any revised proposed Program and Budget
to the Participants at least five (5) days prior to the meeting of the
Management Committee to consider the proposed Program and Budget.

Adoption of Proposed Programs and Budgets

9.3                
At the meeting convened to consider the proposed Program and Budget, the
Management Committee shall consider and vote on the proposed Program and
Budget.

Election to Participate

9.4                
  By notice to the Management Committee within twenty (20) days after the final
  vote adopting a Program and Budget, a Participant may elect to contribute to
  such Program and Budget as follows:

(a)        
  in proportion to its respective Participating Interest as of the beginning of
  the period covered thereby; or

(b)        
  to some lesser amount than its respective Participating Interest, or not at
  all, in which cases its Participating Interest shall be recalculated as provided
  in §6.2, and such recalculated Participating Interest shall be effective
  the first day of the period covered by the adopted Program and Budget.

If a Participant fails to provide notice to the Management
Committee under this §9.4, the Participant will be deemed to have elected to
contribute to such Program and Budget in proportion to its Participating
Interest at the beginning of the Program period.

Budget Overruns; Program Changes

9.5                
The Manager shall immediately notify the Management Committee of any material
departure from an adopted Program and Budget. If the Manager exceeds the total
of an adopted Budget by more than ten percent (10%), then the excess over ten
percent (10%), unless directly caused by an emergency or unexpected expenditure
made pursuant to §9.6, or authorized or ratified by the Management Committee,
shall be for the sole account of the Manager and such excess shall not be
included in the calculations of the Participating Interests. Budget overruns of
ten percent (10%) or less shall be borne by the Participants in proportion to
their respective Participating Interests as of the time the overrun occurs.

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Emergency Expenditures

9.6                
In case of emergency, the Manager may take any action it deems necessary to
protect life, limb or property, to protect the Assets or to comply with law or
government regulation. The Manager may also make reasonable expenditures on
behalf of the Participants for unexpected events that are beyond its reasonable
control. In the case of an emergency or unexpected expenditure, the Manager
shall promptly notify the Participants of the expenditure, and the Manager shall
be reimbursed therefor by the Participants in proportion to their respective
Participating Interests at the time the emergency or unexpected expenditure is
incurred.

Non-Managers Program

9.7                
This subsection shall apply only if the Non-Manager holds at least [thirty]percent ([30]%) interest and less than [$2,000,000] in costs
under this Agreement have been incurred on the Property.

If no Program is carried out on the Property in a calendar year
and by March 1 in the following calendar year the Manager does not propose a
Program with a budget of at least [$100,000] in a Budget, the Non-Manager
may, by March 31 in that year, submit a draft Program with a Budget of at least
[$100,000]. The Non-Managers submission of a Program shall be a
commitment on its part to fund the entire Budget for that Program if the Manager
elects not to contribute.

If, within thirty (30) days, the Manager elects to fund its
share of the Budget of the Non-Managers Program, the work plan, but not the
Budget, for the Program may be modified as considered desirable and the Manager
shall carry it out. If the Manager does not elect to fund its share of the
Budget, the Non-Manager shall carry out the Program and the Managers Interest
will be diluted; provided that, if the Non Manager completes the Program with
less than eighty percent (80%) of the Budget having been incurred, the Manager
may contribute its share of the actual Budget incurred and thereby maintain its
Interest.

Cash Calls

9.8                
On the basis of adopted Programs and Budgets, the Manager shall submit to each
Participant, prior to the last day of each month, a billing for estimated
expenditures and Environmental Compliance fund requirements for the next month.
Within twenty (20) days after receipt of each billing, or a billing made
pursuant to §9.6 or §11.4, each Participant shall advance to the Manager its
proportionate share of the estimated amount. Time is of the essence of payment
of such billings. The Manager shall at all times maintain a cash balance
approximately equal to the rate of disbursement for up to fifteen (15) days.
After a decision has been made to begin Development, all funds in excess of
immediate cash requirements shall be invested in interest-bearing accounts for
the benefit of the Joint Account.

Failure to Meet Cash Calls

9.9                
Subject to §6.3(c) and §6.3(d), if a Participant that fails to meet cash calls
in the amount and at the times specified in §9.8 it shall be in default, and the
amounts of the defaulted cash call shall bear interest from the date due at an
annual rate equal to five (5) percentage points over the prime rate in effect
from time to time for demand, commercial loans quoted by Royal

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- 22 -

Bank of Canada at its main branch in Vancouver, British
Columbia to its most credit-worthy customers or the maximum interest rate
permitted by law, if less than this. Such interest shall accrue to the benefit
of and be payable to the non-defaulting Participant, but shall not be deemed as
amounts contributed by the non-defaulting Participant in the event dilution
occurs in accordance with 6. The non-defaulting Participant shall have those
rights, remedies and elections specified in §6.3, as well as any other rights
and remedies available to it by law.

Audits

9.10               
Upon request of any Participant made within fifteen (15) months following the
end of any calendar year (or, if the Management Committee has adopted an
accounting period other than the calendar year, within 24 months after the end
of such period), the Manager shall order an audit of the accounting and
financial records for such calendar year (or other accounting period). All
exceptions to the audit and claims upon the Manager for discrepancies disclosed
by such audit shall be made in writing not later than three (3) months after
receipt of the audit report by the Participant that requested the audit. A
Participants failure to make such exceptions or claims within the three (3)
month period shall (i) mean that the audit is correct and binding upon the
Participants and (ii) result in a waiver of any right to make claims upon the
Manager for discrepancies disclosed by the audit. The audits shall be conducted
by a national firm of chartered accountants selected by the Manager, unless
otherwise agreed by the Management Committee.

In addition each Participant shall have the right to conduct an
independent audit of all books, records and accounts, at the expense of the
requesting Participant, and which audit right will be limited to the period not
more than twenty-four months prior to the date the audit is conducted. All
exceptions to and claims upon the Manager for discrepancies disclosed by such
audit shall be made in writing within three (3) months after completion or
delivery of such audit, or they shall be deemed waived.

Feasibility Report and Production

9.11               
Upon the completion of a Feasibility Report which recommends commencement of
commercial production, the Manager shall present the Feasibility Report to the
Participants. A meeting of the Management Committee shall be convened to approve
the Program and Budget based on the Feasibility Report (the FR Program and
Budget) at least sixty (60) days prior to such meeting of the Management
Committee, the proposed FR Program and Budget shall be prepared by the Manager
and submitted to the Participants within thirty (30) days of receipt of the FR
Program and Budget, the Participants may submit written comments to the Manager
detailing revisions or modifications that they would like to have made to the FR
Program and Budget. If such written comments are received, the Manager, working
with the other Participant and the authors of the Feasibility Report, shall seek
for a period of time not to exceed twenty (20) days to develop a revised FR
Program and Budget acceptable to both Participants. The Manager shall submit any
revised FR Program and Budget to the Participants at least ten (10) days prior
to the meeting of the Management Committee to consider the proposed FR Program
and Budget. The adoption of the FR Program and Budget shall require a vote of at
least [sixty]percent ([60]%) approval.

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Feasibility Report Alternate Program and Budget

9.12                
If the Participants do not approve the FR Program and Budget as set out in
§9.11, a Participant may propose further revisions or modifications to the FR
Program and Budget (the Alternate FR Program and Budget) and repeat the
procedure set out in §9.11 and if no approval is then obtained, the Participant
who proposed the Alternate FR Program and Budget may then proceed at its own
cost and expense to place the Property into commercial production based on the
Alternate FR Program and Budget. If the Property are placed into commercial
production based on the Alternate FR program and Budget, the Participant who
pays all the costs and expenses of placing the Property into commercial
production shall be entitled to two hundred percent (200%) of its costs and
after recovery of such costs the Participating Interests of the Participants
shall revert to the amounts held by each Participant prior to the commencement
of the Alternate FR Program and Budget.

10.****                 
  ****DISPOSITION OF PRODUCTION

Taking In Kind

10.1                
Each Participant shall take in kind or separately dispose of its share of all
Products in accordance with its Participating Interest. Any extra expenditure
incurred in the taking in kind or separate disposition by any Participant of its
proportionate share of Products shall be borne by such Participant. Nothing in
this Agreement shall be construed as providing, directly or indirectly, for any
joint or cooperative marketing or selling of Products or permitting the
processing of Products of anyone other than the Participants at any processing
facilities constructed by the Participants pursuant to this Agreement. The
Manager shall give the Participants notice at least ten (10) days in advance of
the delivery date upon which their respective shares of Products will be
available.

Failure of Participant to Take in Kind

10.2                
If a Participant fails to take its share of Products in kind, the Manager may,
but is not obligated, to sell such share on behalf of that Participant at not
less than the prevailing market price in the area for a period of time not to
exceed one year from the date of notice under §10.1. Subject to the terms of any
such contracts of sale then outstanding, during any period that the Manager is
selling a Participants share of production, the Participant may elect by notice
to the Manager to take in kind. The Manager shall be entitled to deduct from
proceeds of any sale by it for the account of a Participant reasonable expenses
incurred in such a sale.

Hedging

10.3                
Neither Participant shall have any obligation to account to the other
Participant for, nor have any interest or right of participation in any profits
or proceeds, nor have any obligation to share in any losses from, future
contracts, forward sales, trading inputs, calls, options or any similar hedging,
price protection or marketing mechanism employed by a Participant with respect
to its proportionate share of any Products produced or to be produced from the
Property.

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**11.**                 
**TERMINATION**

Termination by Agreement

11.1                
The Participants may terminate the Venture at any time by written agreement.

Termination Where No Program Proposed

11.2                
The Participants agree that, if neither Participant proposes a Program and
Budget for a period of two consecutive years, then the Venture shall
terminate.

Disposition of Assets on Termination

11.3                
Promptly after termination under §11.1, the Manager shall take all action
necessary to wind up the activities of the Venture, and all costs and expenses
incurred in connection with the termination of the Venture shall be expenses
chargeable to the Venture.

Right to Data After Termination

11.4                
After termination of the Venture under §11.1, each Participant shall be entitled
to copies of all information acquired hereunder as of the date of termination
and not previously furnished to it, but a terminating or withdrawing Participant
shall not be entitled to any such copies after any other termination or
withdrawal.

Non-Compete Covenants

11.5                
A Participant that is deemed to have withdrawn pursuant to §6.3 or §6.4, shall
not directly or indirectly acquire any interest in property within the Area of
Interest for two (2) years after the effective date of withdrawal. If the
withdrawing Participant, or the Affiliate of a withdrawing Participant, breaches
this §11.5, such Participant or Affiliate shall be obligated to offer to convey
to the non-withdrawing Participant, without cost, any such property or interest
so acquired. Such offer shall be made in writing and can be accepted by the
non-withdrawing Participant at any time within forty-five (45) days after it is
received by such non-withdrawing Participant.

Continuing Authority

11.6                
  On termination of the Venture under §11.1 or §11.2 the Participant
  which was the Manager prior to such termination or withdrawal (or the other
  Participant in the event of a withdrawal by the Manager) shall have the power
  and authority to do all things on behalf of both Participants which are reasonably
  necessary or convenient to:

(a)        
  wind-up Operations; and

(b)        
  complete any transaction and satisfy any obligation, unfinished or unsatisfied,
  at the time of such termination or withdrawal, if the transaction or obligation
  arises out of Operations prior to such termination or withdrawal. The Manager
  shall have the power and authority to grant or receive extensions of time or
  change the method of payment of

---

- 25 -

an already existing liability or obligation,
  prosecute and defend actions on behalf of both Participants and the Venture,
  encumber Assets, and take any other reasonable action in any matter with respect
  to which the former Participants continue to have, or appear or are alleged
  to have, a common interest or a common liability.

Survival of Ingress and Egress After Termination

11.7                
After termination of the Venture, the Participants shall continue to have rights
of ingress and egress to the Property for purposes of ensuring Environmental
Compliance.

**12.**                 
**ABANDONMENT AND SURRENDER OF PROPERTY**

12.1                
The Management Committee may authorize the Manager to surrender or abandon some
or all of the Property. If the Management Committee authorizes any such
surrender or abandonment over the objection of a Participant, the Participant
that desires to abandon or surrender shall if the objecting party elects assign
to the objecting Participant, by deed, assignment, or appropriate document, and
without cost to the objecting Participant, all of the surrendering Participants
interest in the property to be abandoned or surrendered, and the abandoned or
surrendered property shall cease to be part of the Property. Provided, however,
the objecting Participant shall assume all responsibility and liabilities,
including but not limited to Environmental Liabilities, with regard to the
surrendered or abandoned property.

**13.**                 
**TRANSFER OF INTEREST**

General

13.1                
A Participant shall have the right to transfer to any third party all or any
part of its interest in or to this Agreement, its Participating Interest, or the
Assets solely as provided in this 13. For the purposes of this 13 the word
transfer shall mean to convey, sell, assign, grant an option, create an
Encumbrance or in any manner transfer or alienate, but excluding and excepting
alienation done for the purposes of obtaining financing pursuant to §13.5.

Limitations on Free Transferability

13.2                
  The transfer right of a Participant in §13.1 shall be subject to the following
  terms and conditions:

(a)        
  no Participant shall transfer any interest in this Agreement or the Assets (including
  but not limited to any royalty, profits or other interest in the Products) except
  by transfer of part or all of a Participating Interest;

(b)        
  no transferee of all or part of any Participating Interest shall have the rights
  of a Participant unless and until the transferring Participant has provided
  to the other Participant notice of the transfer, and the transferee, as of the
  effective date of the transfer, has committed in writing to be bound by this
  Agreement to the same extent and nature as the transferring Participant;

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- 26 -

(c)        
  no transfer permitted by this 13 shall relieve the transferring Participant
  of its share of any liability, whether accruing before or after such transfer,
  which arises out of Operations conducted prior to such transfer;

(d)        
  neither Participant, without the consent of the other, shall make a transfer
  that would violate any Law, or result in the cancellation of any permits, licenses,
  or other similar authorizations;

(e)        
  the transferring Participant and the transferee shall bear all tax consequences
  of the transfer;

(f)        
  such transfer shall be subject to a pre-emptive right in the other Participant
  as provided in §13.3;

(g)        
  in the event of a transfer of less than all of a Participating Interest, the
  transferring Participant and its transferee shall act and be treated as one
  Participant, and in such event in order for the transfer to be effective, the
  transferring Participant and its transferee shall provide written notice to
  the non-transferring Participant designating a sole authorized agent to act
  on behalf of their collective Participating Interest. Such notice shall provide
  that (i) the agent has the sole authority to act on behalf of, and to bind the
  transferring Participant and its transferee on all matters pertaining to this
  Agreement or the Venture, (ii) the notified Participant may rely on all decisions
  of, notices and other communications from, and failures to respond by, the agent,
  as if given (or not given) by the transferring Participant and its transferee;
  (iii) all decisions of, notices and other communications from, and failures
  to respond by, the notified Participant to the agent shall be deemed to have
  been given (or not given) to the transferring Participant and its transferee;
  and (iv) the agent has the sole authority to receive for and on behalf of the
  transferring Participant and its transferee any Net Returns Royalty payable
  to the transferring Participant and its transferee. It is understood and agreed
  that should a Participant transfer less than all of its Participating Interest
  the transferring Participant and the transferee shall only be entitled to a
  pro rata portion of the five percent (5%) share of the Net Returns Royalty.

Pre-emptive Right

13.3                
  Except as otherwise provided in §13.4, if a Participant desires to transfer
  all or any part of its Participating Interest or any Net Returns royalty, or
  an Affiliate desires to transfer control of a Participant, the other Participant
  shall have a pre-emptive right as provided in this §13.3.

(a)        
  If either Participant intends to transfer all or any part of its Participating
  Interest or any Net Returns royalty, or an Affiliate of either Participant intends
  to transfer Control of such Participant, the transferring Participant or Affiliate
  (Transferring Entity) shall promptly notify the other Participant
  of its intentions. The notice shall state the price and all other pertinent
  terms and conditions of the intended transfer, and shall be accompanied by a
  copy of the offer or contract for sale. If the consideration for the intended
  transfer is, in whole or in part, other than monetary, the notice shall describe

---

- 27 -

such consideration and its monetary
  fair market value. The other Participant shall have thirty (30) days from the
  date such notice is delivered to notify the Transferring Entity whether it elects
  to acquire the offered interest at the same price (or its monetary equivalent)
  and on the same terms and conditions as set forth in the notice. If it does
  so elect, the transfer shall be consummated promptly, but in no event more than
  thirty (30) days, after notice of such election is delivered to the Transferring
  Entity.

(b)        
  If the other Participant fails to so elect within the period provided for in
  §(a), the Transferring Entity shall have ninety (90) days following the
  expiration of such period to consummate the transfer to a third party at a price
  and on terms no less favourable to the Transferring Entity than those set forth
  in the notice required in §(a).

(c)        
  If the Transferring Entity falls to consummate the transfer to a third party
  within the period set forth in §(b), the pre-emptive right of the other
  Participant in such offered interest shall be deemed to be revived. Any subsequent
  proposal to transfer such interest shall be conducted in accordance with all
  of the procedures set forth in this §13.3.

Exceptions to Pre-emptive Right

13.4                
  §13.3 shall not apply to:

(a)        
  the transfer by either Participant of all or any part of its Participating Interest
  to an Affiliate provided that such Affiliate remains an Affiliate of the Participant
  for a period of not less than three (3) years;

(b)        
  corporate consolidation or reorganization of either Participant by which the
  surviving entity shall possess substantially all of the stock or all of the
  property rights and interests, and be subject to substantially all of the liabilities
  and obligations of that Participant;

(c)        
  corporate merger or amalgamation involving either Participant by which the surviving
  entity or amalgamated company shall possess all of the stock or all of the property
  rights and interests, and be subject to substantially all of the liabilities
  and obligations of that Participant; provided, however, that the value of the
  merging or amalgamating Participants interest in the Assets, evidenced
  by its Initial Contribution and all subsequent contributions under approved
  Programs and Budgets, does not exceed 30% of the Net Worth of the surviving
  entity or amalgamated company;

(d)        
  the transfer of Control of either Participant by an Affiliate to such Participant
  or to another Affiliate;

(e)        
  the creation by any Affiliate of either Participant of an Encumbrance affecting
  its Control of such Participant;

(f)        
  a sale or other commitment or disposition of Products or proceeds from sale
  of Products by either Participant upon distribution to it pursuant to 10 of
  the Agreement; or

---

- 28 -

(g)        
  a transfer by an Affiliate of a Participant (whether an original party to this
  Agreement or Participant by virtue of §13.2(b)) of Control of such Participant
  to a third party, provided such Participants interest in the Assets, as
  evidenced by its Initial Contribution and all subsequent contributions under
  approved Programs and Budgets, does not exceed 30% of the Net Worth of the transferring
  Affiliate, or does not exceed 30% of the Net Worth of Transferee.

For purposes hereof the term Net Worth shall mean the
remainder after total liabilities are deducted from total assets. In the case of
a corporation, Net Worth includes both capital stock and surplus. In the case of
a limited liability company, Net Worth includes member contributions. In the
case of a partnership or sole proprietorship, Net Worth includes the original
investment plus accumulated and reinvested profits.

Encumbrances

13.5                
  Neither Eagle Plains nor Amarc shall pledge, mortgage, or otherwise create an
  Encumbrance on its interest in this Agreement or the Assets except for the purpose
  of securing project financing relating to the Property, including its share
  of funds for Development or Mining costs. The right of a Participant to grant
  such Encumbrance shall be subject to the condition that the holder of the Encumbrance
  (Chargee) first enter into a written agreement with the other Participant,
  in a form acceptable to that Participant, acting reasonably, which provides:

(a)        
  the Chargee shall not enter into possession or institute any proceedings for
  foreclosure or partition of the encumbering Participants Participating
  Interest and that such Encumbrance shall be subject to the provisions of this
  Agreement;

(b)        
  the Chargees remedies under the Encumbrance shall be limited to the sale
  of the whole (but only of the whole) of the encumbering Participants Participating
  Interest to the other Participant, or, failing such a sale, at a public auction
  to be held at least 45 days after prior notice to the other Participant, such
  sale to be subject to the purchaser entering into a written agreement with the
  other Participant whereby such purchaser assumes all obligations of the encumbering
  Participant under the terms of this Agreement. The price of any pre-emptive
  sale to the other Participant shall be the remaining principal amount of the
  loan plus accrued interest and related expenses, and such pre-emptive sale shall
  occur within sixty (60) days of the Chargees notice to the other Participant
  of its intent to sell the encumbering Participants Participating Interest.
  Failure of a sale to the other Participant to close by the end of such period,
  unless failure is caused by the encumbering Participant or by the Chargee, shall
  permit the Chargee to sell the encumbering Participants Participating
  Interest at a public sale; and

(c)        
  the charge shall be subordinate to any then-existing debt, including project
  financing previously approved by the Management Committee, encumbering the transferring
  Participants Participating Interest.

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- 29 -

Financing

13.6                
The Participants agree to cooperate fully with each other to assist in the
obtaining of financing to carry out the Program and Budget as referenced by a
Feasibility Report which FR Program and Budget has been approved by the
Participants.

**14.**                 
**ACQUISITION WITHIN AREA OF INTEREST**

General

14.1                
Any interest or right to acquire any interest in real property within the Area
of Interest, including any water rights related thereto or a royalty interest,
acquired while this Agreement is in effect by or on behalf of a Participant or
any Affiliate shall be subject to the terms and provisions of this Agreement.
This Section shall apply to any property previously abandoned under 12.

Notice to Non-Acquiring Participant

14.2                
Within ten (10) days after the acquisition of any interest or the right to
acquire any interest in real property or water rights wholly or partially within
the Area of Interest (except real property acquired by the Manager pursuant to a
Program), the acquiring Participant shall notify the other Participant of such
acquisition by it or its Affiliate. If the acquisition of any interest pertains
to real property or water rights partially within the Area of Interest, then all
property subject to the acquisition shall be subject to this 14. The acquiring
Participants notice shall describe in detail the acquisition, the lands and
minerals covered thereby, the costs thereof and the reasons why the acquiring
Participant believes that the acquisition is in the best interests of the
Participants under this Agreement. In addition to such notice, the acquiring
Participant shall make any and all information concerning the acquired interest
available for inspection by the other Participant.

Option Exercise

14.3                
If, within thirty (30) days after receiving the acquiring Participants notice,
the other Participant notifies the acquiring Participant of its election to
accept a proportionate interest in the acquired interest equal to its
Participating Interest, the acquiring Participant shall convey to the other
Participant such a proportionate undivided interest therein, free and clear of
all Encumbrances arising by, through or under the acquiring Participant or its
Affiliate. The acquired interest shall become a part of the Property for all
purposes of this Agreement immediately upon the notice of such other
Participants election to accept the proportionate interest therein. Such other
Participant shall promptly pay to the acquiring Participant a proportionate
share of the latters actual out-of-pocket acquisition costs equal to such other
Participants Participating Interest.

Option Not Exercised

14.4                
If the other Participant does not give notice within the thirty (30) day period
set forth in §14.3, it shall have no interest in the acquired interest, and the
acquired interest shall not be a part of the Property or be subject to this
Agreement.

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- 30 -

**15.**                 
**GENERAL PROVISIONS**

Notices

15.1                
All notices, payments and other required communications (Notices) to the
Participants shall be in writing, and shall be given (i) by personal delivery to
the Participant, or (ii) by electronic communication, with a confirmation sent
by registered or certified mail, return receipt requested, or (iii) by
registered or certified mail, return receipt requested.

All Notices shall be effective and shall be deemed delivered
  (i) if by personal delivery on the date of delivery, (ii) if by electronic communication
  on the date of receipt of the electronic communication, and (iii) if solely
  by mail on the day delivered as shown on the actual receipt. A Participant may
  change its address from time-to-time by Notice to the other Participant.

(a)        
  Notice to Eagle Plains shall be sent to:

Eagle
  Plains Resources, Ltd. 
                2720
  - 17th Street S. 
                Cranbrook
  BC V1C 6Y6

Attention:
  President 
                Fax:
  (250) 426-6899

(b)        
  Notice to Amarc Inc. shall be sent to:

Amarc
  Resources Ltd. 
                1020
   800 West Pender Street 
                Vancouver,
  B.C. V6C 2V6

Attention:
  President 
                Fax:
  (604) 684-8092

Waiver

15.2                
The failure of a Participant to insist on the strict performance of any
provision of this Agreement or to exercise any right, power or remedy upon a
breach hereof shall not constitute a waiver of any provision of this Agreement
or limit the Participants right thereafter to enforce any provision or exercise
any right.

Modification

15.3                
No modification of this Agreement shall be valid unless made in writing and duly
executed by the Participants.

Force Majeure

15.4                
The obligations of a Participant, other than the payment of money provided
hereunder, shall be suspended to the extent and for the period that performance
is prevented or

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- 31 -

delayed by any cause, whether foreseeable or unforeseeable,
beyond its reasonable control, including, without limitation, labour disputes
(however arising and whether or not employee demands are reasonable or within
the power of the Participant to grant); acts of God; Laws, or requests of any
government or governmental entity; judgments or orders of any court; inability
to obtain on reasonably acceptable terms any public or private license, permit
or other authorization; curtailment or suspension of activities to remedy or
avoid an actual or alleged, present or prospective violation of Environmental
Laws; action or inaction by any governmental entity that delays or prevents the
issuance or granting of any approval or authorization required to conduct
Operations; acts of war or conditions arising out of or attributable to war,
whether declared or undeclared; riot, civil strife, insurrection or rebellion;
fire, explosion, earthquake, storm, flood, sink holes, drought or other adverse
weather condition; delay or failure by suppliers or transporters of materials,
parts, supplies, services or equipment or by contractors or subcontractors
shortage of, or inability to obtain, labour, transportation, materials,
machinery, equipment, supplies, utilities or services; accidents; breakdown of
equipment, machinery or facilities; actions by citizen groups, including but not
limited to environmental organizations or native rights groups; or any other
cause whether similar or dissimilar to the foregoing. The affected Participant
shall promptly give notice to the other Participant of the suspension of
performance, stating therein the nature of the suspension, the reasons therefor,
and the expected duration thereof. The affected Participant shall resume
performance as soon as reasonably possible. During the period of suspension, the
obligations of the Participants to advance funds pursuant to §9.8 shall be
reduced to levels consistent with Operations.

Survival of Terms and Conditions

15.5                
The following Sections shall survive the transfer of any interests in the Assets
under this Agreement or the termination of the Venture to the full extent
necessary for their enforcement and the protection of the Participant in whose
favour they run: §2.1, §2.2, §4.2, §6.3, §6.5, §9.9, §11.3, §11.4, §11.5, §11.6,
§11.7, §15.8 and §15.9.

Confidentiality and Public Statements

15.6                
Except as otherwise provided in this §15.6, the terms and conditions of this
Agreement, and all data, reports, records, and other information of any kind
whatsoever developed or acquired by any Participant in connection with this
Venture shall be treated by the Participants as confidential (hereinafter called
Confidential Information) and no Participant shall reveal or otherwise
disclose such Confidential Information to third parties without the prior
written consent of the other Participant. Confidential Information that is
available or that becomes available in the public domain, other than through a
breach of this provision by a Participant, shall no longer be treated as
Confidential Information.

The foregoing restrictions shall not apply to the disclosure of
Confidential Information to any Affiliate, to any public or private financing
agency or institution, to any contractors or subcontractors which the
Participants may engage and to employees and consultants of the Participants or
to any third party to which a Participant contemplates the transfer, sale,
assignment, Encumbrance or other disposition of all or part of its Participating
Interest pursuant to 13 or with which a Participant or its Affiliate
contemplates a merger, amalgamation or other corporate reorganization; provided,
however, that in any such case only such Confidential

---

- 32 -

Information as such third party shall have a legitimate
business need to know shall be disclosed and the person or company to whom
disclosure is made shall first undertake in writing to protect the confidential
nature of such information at least to the same extent as the parties are
obligated under this §15.6.

In the event that a Participant is required to disclose
Confidential Information to any government, any court, or any agency or
department thereof to the extent required by applicable law, rule or regulation,
or in response to a legitimate request for such Confidential Information, the
Participant so required shall immediately notify the other Participants hereto
of such requirement and the terms thereof, and the proposed form and content of
the disclosure prior to such submission. The other Participant shall have the
right to review and comment upon the form and content of the disclosure and to
object to such disclosure to the court, agency, exchange or department
concerned, and to seek confidential treatment of any Confidential Information to
be disclosed on such terms as such Participant shall, in its sole discretion,
determine.

For greater certainty, in the event a party is required or
wishes to issue a press release containing Confidential Information, it shall
provide the other party with a draft of the intended release for review and
comment within one Business Day; the other party shall have the rights to object
and withhold its consent set forth above acting reasonably but if no comment is
provided within such time, the party will be free to issue the press
release.

The provisions of this §15.6 shall apply during the term of
this Agreement and for a period of three years thereafter and shall continue to
apply to any Participant which forfeits, surrenders, assigns, transfers or
otherwise disposes of its Participating Interest for such three (3) year
period.

Entire Agreement; Successors and Assigns

15.7                
This Agreement contains the entire understanding of the Participants and
supersedes all prior agreements and understandings, whether written or oral,
between the Participants relating to the subject matter hereof, with respect to
the Assets subject hereto, and any and all other prior negotiations,
representations, offers or understandings between Eagle Plains and Amarc
relating to the Property, whether written or oral. This Agreement and the
obligations and rights created herein shall be binding upon and enure to the
benefit of the respective successors and permitted assigns of the
Participants.

Dispute Resolution

15.8                
Disputes resulting from, arising out of, or in connection with this Agreement or
the construction or enforcement thereof may be resolved by a court of competent
jurisdiction.

In any litigation between the Participants or any person
claiming under them, resulting from, arising out of, or in connection with this
Agreement or the construction or enforcement thereof, the substantially
prevailing party shall be entitled to recover all reasonable costs, expenses,
legal and expert witness fees and other costs of suit incurred by it in
connection with such litigation, including such costs, expenses and fees
incurred prior to the commencement of the litigation, in connection with any
appeals, and in collecting or otherwise enforcing any final judgment entered
therein. If a party substantially prevails on some aspects of such action, but
not on others, the court may apportion any award of costs and legal fees in such
manner as it deems equitable.

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- 33 -

Remedies

15.9                
Each of the Participants agrees that its failure to comply with the covenants
and restrictions set out in 13 would constitute an injury and damage to the
other Participant impossible to measure monetarily and, in the event of any such
failure, the other Participant shall, in addition and without prejudice to any
other rights and remedies at law or in equity, be entitled to injunctive relief
restraining, enjoining or specifically enforcing any acquisition, sale,
transfer, charge or Encumbrance save in accordance with or as required by the
provisions of 13. Any Participant intending to breach the provisions of 13
hereby waives any defence it might have in law or in equity to such injunctive
or other equitable relief. A Participant shall be entitled to seek injunctive
relief in any court of competent jurisdiction in the event of a Participants
failure or threat of a failure to comply with the covenants and restrictions set
out in 13.

Further Assurances

15.10                Each
Participant shall take, from time to time and without additional consideration,
such further actions and execute such additional instruments as may be
reasonably necessary or convenient to implement and carry out the intent and
purpose of this Agreement.

Headings

15.11               
The headings to the Sections of this Agreement and the Exhibits are inserted for
convenience only and shall not affect the construction hereof.

Currency

15.12               
All dollar amounts expressed herein refer to lawful currency of Canada.

Severability

15.13               
If any provision of this Agreement is or shall become illegal, invalid, or
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be and remain valid and enforceable and the said remaining provisions shall be
construed as if this Agreement had been executed without the illegal, invalid,
or unenforceable portion.

Taxes

15.14               
Each Participant shall be directly responsible for and shall directly pay all
taxes applicable to revenues received by the Participant through Operations
under this Agreement. In particular, each Participant shall individually file
its tax returns with the proper authorities and independently file claims for
and recover any income tax credits. A Participants decisions with respect to
such tax matters shall not have any binding effect on the course of actions
taken by the other Participant. All costs of Operations incurred hereunder shall
be for the account of the Participant or Participants making or incurring the
same, if more than one then in proportion to their respective Participating
Interests, and each Participant on whose behalf any costs have been so incurred
shall be entitled to claim all tax benefits, write-offs and deductions with
respect thereto.

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- 34 -

Rule Against Perpetuities

15.15               
If any provision of this Agreement should violate any rule against perpetuities
or any related rule against interests that last too long or are not alienable,
then any such provision shall terminate 20 years after the death of the last
survivor of all the lineal descendants of His late Majesty King George V of
England, living on the date of execution of this Agreement.

Partition

15.16               
Each of the parties waives, during the term of this Agreement, any right to
partition of the Assets or any part thereof and no party shall seek or be
entitled to partition of the Property or other Assets whether by way of physical
partition, judicial sale or otherwise during the term of this Agreement.

Governing Law

15.17               
This Agreement shall be construed and governed by the laws of British Columbia
and the laws of Canada applicable therein and the parties hereby attorn to the
jurisdiction of the Courts of British Columbia in respect of all matters arising
hereunder.

Counterparts

15.18               
This Agreement and any other writing delivered pursuant hereto may be executed
in any number of counterparts with the same effect as if all parties to this
Agreement or such other writing had signed the same document and all
counterparts will be construed together and will constitute one in the same
instrument.

IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.

|EAGLE PLAINS RESOURCES LTD. |                     
|--------------------------- | --------------------
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory
|                            |                     
|AMARC RESOURCES LTD.        |                     
|                            |                     
|Per:                        |                     
|                            | Authorized Signatory

---

EXHIBIT A

PROPERTY IN THE KAMLOOPS MINING DIVISION

Tenure Number
    Claim Name
    NTS Map Number
    Work Recorded To (D/M/Y)
    Mining Division
    Area (units)376027
    SIN
      1
    82-M-4
    22/04/2005
    Kamloops
    20376028
    SIN
      2
    82-M-4
    22/04/2005
    Kamloops
    20376037
    SIN
      3
    82-M-4
    22/04/2005
    Kamloops
    20376038
    SIN
      4
    82-M-4
    22/04/2005
    Kamloops
    4376039
    SIN
      5
    82-M-4
    22/04/2005
    Kamloops
    20376040
    SIN
      6
    82-M-4
    22/04/2005
    Kamloops
    20376041
    SIN
      7
    82-M-4
    22/04/2005
    Kamloops
    20376042
    SIN
      8
    82-M-4
    23/04/2005
    Kamloops
    16376043
    SIN
      9
    82-M-4
    23/04/2005
    Kamloops
    16376984
    SIN
      10
    82-M-4
    22/04/2005
    Kamloops
    20376985
    SIN
      11
    82-M-4
    22/04/2005
    Kamloops
    12376986
    SIN
      12
    82-M-4
    23/04/2005
    Kamloops
    15


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EXHIBIT B

AREA OF INTEREST

Area of Interest means the Property and all lands within the
area included within three (3) kilometres of the boundaries of the Property (as
detailed in the specific description of the mineral claims attached hereto as
Schedule A), but excluding any third party mineral claims existing as of
December 17, 2004.



---

EXHIBIT C

ACCOUNTING PROCEDURE

The financial and accounting procedures to be followed by the
Manager and the Participants under the Agreement are set forth below. Reference
in this Accounting Procedure to Sections are to those located in this Accounting
Procedure unless it is expressly stated that they are references to the
Agreement.

The purpose of this Accounting Procedure is to establish
equitable methods for determining charges and credits applicable to operations
under the Agreement. It is the intent of the Participants that none of them
shall lose or profit by reason of their duties and responsibilities as the
Manager. The Participants shall meet and in good faith endeavour to agree upon
changes deemed necessary to correct any unfairness or inequity. In the event of
a conflict between the provisions of this Accounting Procedure and those of the
Agreement, the provisions of the Agreement shall control.

1.                    
GENERAL PROVISIONS

1.1                  
General Accounting Records

The Manager shall maintain detailed and comprehensive
accounting records in accordance with this Accounting Procedure, sufficient to
provide a record of revenues and expenditures and periodic statements of
financial position and the results of operations for managerial, tax, regulatory
or other financial reporting purposes. Such records shall be retained for the
duration of the period allowed the Participants for audit or the period
necessary to comply with tax or other regulatory requirements. The records shall
reflect all obligations, advances and credits of the Participants.

1.2                  
Bank Accounts

After the decision is made to begin Development, the Manager
shall maintain one or more separate bank accounts for the payment of all
expenses and the deposit of all receipts.

2.                    
CHARGES TO JOINT ACCOUNT

Subject to the limitations hereinafter set forth, the Manager
shall charge the Joint Account with the following:

2.1                  
Rentals and Other Payments

Property maintenance costs and other payments, including
Government Fees and any other payments pursuant to the Underlying Agreement,
necessary to maintain title to the Assets.

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2.2                  
  Labour and Employee Benefits

(a)         
  Salaries and wages of the Managers employees directly engaged in Operations,
  including salaries or wages of employees who are temporarily assigned to and
  directly employed by the Manager.

(b)         
  The Managers cost of holiday, vacation, sickness and disability benefits,
  and other customary allowances applicable to the salaries and wages chargeable
  under Sections 2.2(a) and 2.13.

(c)         
  The Managers actual cost of established plans for employees group
  life insurance, hospitalization, pension, retirement, stock purchase, thrift,
  bonus (except production or incentive bonus plans under a union contract based
  on actual rates of production, cost savings and other production factors, and
  similar non-union bonus plans customary in the industry or necessary to attract
  competent employees, which bonus payments shall be considered salaries and wages
  under Section 2.2(a) or 2.13, rather than employees benefit plans) and
  other benefit plans of a like nature applicable to salaries and wages chargeable
  under Section 2.2(a) or 2.13, provided that the plans are limited to the extent
  feasible to those customary in the industry.

(d)         
  Cost of assessments imposed by governmental authority which are applicable to
  salaries and wages chargeable under Sections 2.2(a) and 2.13, including all
  penalties except those resulting from the wilful misconduct or gross negligence
  of the Manager.

(e)         
  Those costs in Sections 2.2(b), 2.2(c), 2.2(d) may be charged on a when
  and as paid basis or by percentage assessment on the amount
  of salaries and wages. If percentage assessment is used, the rate shall be applied
  to wages or salaries excluding overtime and bonuses. Such rate shall be based
  on the Managers cost experience and it shall be periodically adjusted
  to ensure that the total of such charges does not exceed the actual cost thereof
  to the Manager.

2.3                  
Assets

Cost of all Assets purchased or furnished.

2.4                  
Transportation

Reasonable costs incurred in connection with the transportation
of employees, equipment, material and supplies necessary for exploration,
maintenance and operation of Assets.

2.5                  
  Services

(a)         
  The cost of contract services and utilities procured from outside sources, other
  than services described in Sections 2.10 and 2.14. If contract services are
  performed by an Affiliate of the Manager, the cost charged to the Joint Account
  shall not be greater than that for which comparable services and utilities are
  available in the open market.

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(b)         
  The costs of using the Managers exclusively-owned facilities in support
  of Venture activities provided that the charges may not exceed those currently
  prevailing in the vicinity. Such costs shall include costs of maintenance, repairs,
  other operating expenses, insurance, taxes, depreciation and interest at a rate
  not to exceed Prime Rate plus three percent (3%) per annum.

2.6                  
Materials, Equipment and Supplies

The cost of materials, equipment and supplies (herein called
Material) purchased from unaffiliated third parties or furnished by either
Participant as provided in Section 3. The Manager shall purchase or furnish only
so much Material as may be required for use in efficient and economical
Operations. The Manager shall also maintain inventory levels of Materials at
reasonable levels to avoid unnecessary accumulation of surplus stock.

2.7                  
Environmental Compliance Fund

Costs of reasonably anticipated Environmental Compliance which,
on a Program basis, shall be determined by the Management Committee and shall be
based on proportionate contributions in an amount sufficient to establish a
fund, which through successive proportionate contributions during the duration
of the Agreement, will pay for ongoing Environmental Compliance conducted during
Operations and which will cover the reasonably anticipated costs of mine
closure, post-Operations Environmental Compliance and other continuing
obligations.

2.8                  
Insurance Premiums

Premiums paid or accrued for insurance required for the
protection of the Participants.

2.9                  
Damages and Losses

All costs in excess of insurance proceeds necessary to repair
or replace damage or losses to any Assets resulting from any cause other than
the wilful misconduct or gross negligence of the Manager.

2.10                 
Legal Expense

All legal costs and expenses incurred in or resulting from the
Operations or necessary to protect or recover the Assets. Routine legal expenses
are included under Section 2.14.

2.11                 
Audit

Cost of annual audits under §9.10 of the Venture Agreement.

2.12                 
Taxes

All taxes (except income taxes) of every kind and nature
assessed or levied upon or in connection with the Assets, the production of
Products or Operations, which have been paid by the Manager for the benefit of
the Participants. Each Participant is separately responsible for income taxes
which are attributable to its respective Participating Interest.

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2.13                 
District and Camp Expense (Field Supervision and Camp Expenses)

A pro rata portion of (i) the salaries and expenses of the
Managers superintendent and other employees serving Operations whose time is
not allocated directly to such Operations, and (ii) the costs of maintaining and
operating an office (hereafter, the Managers Project Office) and any
necessary suboffice and (iii) all necessary camps, including housing facilities
for employees, used for Operations. The expense of those facilities, less any
revenue therefrom, shall include depreciation or a fair monthly rental in lieu
of depreciation of the investment. Such charges shall be apportioned for all
Property served by the employees and facilities on an equitable basis consistent
with the Managers general accounting practice and generally accepted accounting
principles.

2.14                 
Administrative Charge

After the Participants have made their entire Initial Contributions
  pursuant to Sections 5.1 and 5.2 of the Venture Agreement, the Manager shall
  charge the Joint Account each month a sum as provided below, which shall be
  a liquidated amount to reimburse the Manager for its home office overhead and
  general and administrative expenses for its conduct of Operations, which shall
  be in lieu of any management fee:

(a)         
  with respect to Operations before commencement of Development, the Managers
  fee shall be ten percent (10%) of the Allowable Costs other than funds expended
  pursuant to any individual contract for materials or services which exceed in
  the aggregate $35,000.00 in any Program year, for which the Managers fee
  shall be two percent (2%);

(b)         
  with respect to operations after the commencement of Development but before
  commencement of Mining, Managers fee shall be five percent (5%) of Allowable
  Costs other than funds expended pursuant to any individual contract for materials
  or services which exceeds in the aggregate $100,000 in any program year in which
  event the fee for such matters shall be two percent (2%);

These fee rates are based upon the principle that the Manager
shall not make a profit or loss from this administrative charge but should be
fairly and adequately compensated for the pro rata share of its costs and
expenses. The specific rates provided for in this Section 2.14 shall be
established and may be amended from time to time by mutual agreement among the
Parties hereto if, in practice, the rates are found to be insufficient or
excessive.

Allowable Costs as used in this Section 2.14 shall include all
amounts accrued to the Environmental Compliance fund, and all charges to the
Joint Account except (i) the administrative charge defined herein; (ii)
depreciation, depletion or amortization of tangible or intangible assets; (iii)
amounts expended for acquisition, construction or installation of tangible or
intangible assets after mining operations have commenced; (iv) Property
payments, taxes and assessments; and (v) funds disbursed from the Environmental
Compliance fund.

The following representative list of items comprising the
Managers principal business office expenses are expressly covered by the
administrative charge provided in this Section 2.14:

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(a)         
  administrative supervision, which includes services rendered by officers and
  directors of the Manager for Operations, except to the extent that such services
  represent a direct charge to the Joint Account, as provided for in Section 2.2;

(b)         
  accounting, billing and record keeping in accordance with governmental regulations
  and the provisions of the Venture Agreement;

(c)         
  handling of all tax matters, including any protests, except any outside professional
  fees which the Management Committee may approve as a direct charge to the Joint
  Account;

(d)         
  routine legal services by the Managers in-house legal staff, and

(e)         
  records and storage space, telephone service and office supplies.

2.15                  
Other Expenditures

Any reasonable direct expenditure, other than expenditures
which are covered by the foregoing provisions, incurred by the Manager for the
necessary and proper conduct of Operations.

3.                    
BASIS OF CHARGES TO JOINT ACCOUNT

3.1                  
Purchases

Material purchased and services procured shall be charged at
prices paid by the Manager after deduction of all discounts actually
received.

3.2                  
Material Furnished by the Manager

At its discretion, the Manager may furnish Material from the
  Managers stocks under the following conditions:

(a)         
  New Material (Condition A): New Material transferred from the Managers
  Property shall be priced f.o.b. the nearest reputable supply store or railway
  receiving point, where like Material is available, at current replacement cost
  of the same kind of Material (hereafter, New Price).

(b)         
  Used Material (Conditions B and C):

(i)         
  material in sound and serviceable condition and suitable for reuse without reconditioning
  shall be classified as Condition B and priced at seventy-five percent
  (75%) of New Price.

(ii)         other
  used Material as defined hereafter shall be classified as Condition C
  and priced at fifty percent (50%) of New Price:

(A)         
  used Material which after reconditioning will be further serviceable for original
  function as good second-hand Material (Condition B);

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(B)         
  used Material which is serviceable for original function but not substantially
  suitable for reconditioning;

(C)         
  Material which cannot be classified as Condition B or Condition
  C shall be priced at a value commensurate with its use;

(D)         
  Material no longer suitable for its original purpose but usable for some other
  purpose shall be priced on a basis comparable with items normally used for such
  other purpose.

3.3                  
Premium Prices

Whenever Material is not readily obtainable at prices specified
in Sections 3.1 and 3.2, the Manager may charge the Joint Account for the
required Material on the basis of the Managers direct cost and expenses
incurred in procuring such material; provided, however, that prior notice of the
proposed charge is given to the Participants, whereupon any Participant shall
have the right, by notifying the Manager within ten (10) days of the delivery of
the notice from the Manager, to furnish at the usual receiving point all or part
of its share of Material suitable for use and acceptable to the Manager. If a
Participant so furnishes Material in kind, the Manager shall make appropriate
credits to its account.

3.4                  
Warranty of Material Furnished by the Manager or Participants

Neither the Manager nor any Participant warrants the Material
furnished beyond any dealers or manufacturers warranty.

4.                    
DISPOSAL OF MATERIAL

4.1                  
Disposition Generally

The Manager shall have no obligation to purchase a
Participants interest in Material. The Management Committee shall determine the
disposition of major items of surplus Material, provided the Manager shall have
the right to dispose of normal accumulations of junk and scrap Material either
by transfer to the Participants as provided in Section 4.2 or by sale. The
Manager shall credit the Participants in proportion to their Participating
Interest for all Material sold hereunder.

4.2                  
Division in Kind

Division of Material in kind between the Participants shall be
in proportion to their respective Participating Interests, and corresponding
credits shall be made to the Joint Account.

4.3                  
Sales

Sales of material to third parties shall be credited to the
Joint Account at the net amount received. Any damages or claims by the Purchaser
shall be charged back to the Joint Account if and when paid.

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5.                    
INVENTORIES

5.1                  
Periodic Inventories, Notice and Representations

At reasonable intervals, inventories shall be taken by the
Manager, which shall include all such Material as is ordinarily considered
controllable by operators of mining Property. The expense of conducting such
periodic inventories shall be charged to the Joint Account.

5.2                  
Reconciliation and Adjustment of Inventories

Reconciliation of inventory with charges to the Joint Account
shall be made, and a list of overages and shortages shall be determined by the
Manager. Inventory adjustments shall be made by the Manager to the Joint Account
for overages and shortages, but the Manager shall be held accountable to the
Venture only for shortages due to lack of reasonable diligence.

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EXHIBIT D

NET RETURNS

Pursuant to the Agreement to which this Exhibit is attached, a
party (Payee) may be entitled to a royalty equal to five percent (5.0%) of net
returns (the Net Returns Royalty) payable by the other party (Payor) as set
forth below.

Net Returns Royalty

A.          Net
  Returns Royalty means the aggregate of:

1.         
  all revenues from the sale or other disposition of ores, concentrates or minerals
  produced from the Property; and

2.         
  all revenues from the operation, sale or other disposition of any facilities
  the cost of which is included in the definition of Operating Expenses,
  Capital Expenses, or Exploration Expenses

less (without duplication) Working Capital, Operating Expenses,
Capital Expenses and Exploration Expenses.

B.         
Working Capital means the amount reasonably necessary to provide for
the operation of the mining operation on the Property and for the operation and
maintenance of the Facilities for a period of six months.

C.         
Operating Expenses means all costs, expenses, obligations, liabilities
and charges of whatsoever nature or kind incurred or chargeable directly or
indirectly in connection with Commercial Production from the Property and in
connection with the maintenance and operation of the Facilities, all in
accordance with generally accepted accounting principles, consistently applied,
including, without limiting the generality of the foregoing, all amounts payable
in connection with mining, handling, processing, refining, transporting and
marketing of ore, concentrates, metals, minerals and other products produced
from the Property, all amounts payable for the operation and maintenance of the
Facilities including the replacement of items which by their nature require
periodic replacement, all taxes (other than income taxes), royalties and other
imposts and all amounts payable or chargeable in respect of reasonable overhead
and administrative services.

D.         
Capital Expenses means all expenses, obligations and liabilities of
whatsoever kind (being of a capital nature in accordance with generally accepted
accounting principles) incurred or chargeable, directly or indirectly, with
respect to the development, acquisition, redevelopment, modernization and
expansion of the Property and the Facilities, including, without limiting the
generality of the foregoing, interest thereon from the time so incurred or
chargeable at a rate per annum from time to time equal to prime rate established
by the Royal Bank of Canada, Main Branch in Vancouver, British Columbia plus 2
percent per annum, but does not include Operating Expenses nor Exploration
Expenses.

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E.         
Exploration Expenses means all costs, expenses, obligations,
liabilities and charges of whatsoever nature or kind incurred or chargeable,
directly or indirectly, in connection with the exploration and development of
the Property including, without limiting the generality of the foregoing, all
costs reasonably attributable, in accordance with generally accepted accounting
principles, to the design, planning, testing, financing, administration,
marketing, engineering, legal, accounting, transportation and other incidental
functions associated with the exploration and mining operation contemplated by
this agreement and with the Facilities, but does not include Operating Expenses
nor Capital Expenses.

F.         
Facilities means all plant, equipment, structures, roads, rail lines,
storage and transport facilities, housing and service structures, real property
or interest therein, whether on the Property or not, acquired or constructed
exclusively for the mining operation on the Property contemplated by this
Agreement (all commonly referred to as infrastructure).

G.         
Commercial Production means the operation of the Property or any
portion thereof as a producing mine and the production of mineral products
therefrom (but does not include bulk sampling, pilot plant or test
operations).

Payment

Net Returns shall be calculated for each calendar quarter in
which Net Returns are realized, and payment as due hereunder shall be made
within thirty (30) days following the end of each such calendar quarter. Such
payments shall be accompanied by a statement summarizing the computation of Net
Returns and copies of all relevant settlement sheets. Such quarterly payments
are provisional and subject to adjustment within ninety (90) days following the
end of each calendar year. Within ninety days after the end of each calendar
year, Payor shall deliver to Payee an unaudited statement of royalties paid to
Payee during the year and the calculation thereof. All year end statements shall
be deemed true and correct six months after presentation, unless within that
period Payee delivers notice to Payor specifying with particularity the grounds
for each exception. Payee shall be entitled, at Payeess expense, to an annual
independent audit of the statement by a national firm of chartered accountants,
only if Payee delivers a demand for an audit to Payor within four months after
presentation of the related year-end statement.

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