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MINERAL PROPERTY OPTION AGREEMENT

THIS AGREEMENTis dated for reference as of the 18 day
of May, 2005

BETWEEN:

> TASEKO MINES LIMITED., 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 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 Clinton Mining Division, in the
Province of British Columbia to be known as the Wasp and Anvil groups 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 50% undivided interest in and to the Property, subject to an obligation to
thereupon form a joint venture with the Optionor, 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 other claims owned by the Optionor as of the date of this Agreement;

(b)         
  Effective Date means the date upon which the TSX Venture
  Exchange grants to the Optionee its acceptance respecting this Agreement subject
  to §4.2;

(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 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 §4.3;

(f)         
  Joint Venture Agreement means the joint venture agreement
  to be entered into between the Optionor and the Optionee if the Optionee exercises
  this Option as provided for in §4.3;

(g)         
  Option means the exclusive right herein granted by the Optionor
  to the Optionee to permit the Optionee to acquire a 50% right, title and interest
  of the Optionor to and 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
  second 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 and grouped into the WASP and ANVIL Groups of Claims (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 part of the Property) or

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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
  Comprised in the Property, and

(ii) Schedule B  Escrow Agreement.

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 British Columbia 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 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,

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(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 Board of Directors of the Optionor has approved the Agreement,

(h)         
  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

(i)         
  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.

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

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PART 4

GRANT AND EXERCISE OF OPTION

The Optionor hereby grants to the Optionee the sole and
exclusive right and option, subject to the terms of this Agreement, to earn a
50% undivided interest in the Property free and clear of all charges and
encumbrances by expending $150,000 of Expenditures on the Property on or before
the times set forth in §4.1.

4.1                  
In order to exercise the Option as to 50%, the Optionee must incur the
Expenditures on the Property in this §4.1 by the second anniversary of the
Effective Date.

4.2                  
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.

4.3                  
  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, said agreement to have standard Rocky
  Mountain Mineral Law Foundation terms and 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 50% as to the Optionee and 50% 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 is contributing a share of
  the cost of the Joint Venture. 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 5%, 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 $150,000 in respect of the Optionee
  and $150,000 in respect of the Optionor;

(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;

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(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)         
  in the event that either (i) the Optionor requires all or a portion of the surface
  rights of the Fish Claims of the Property for purposes of establishing a tailings
  site for its Prosperity Project, or (ii) if the Joint Venture after being formed
  has not been actively exploring the Property during the previous three years
  (where actively exploring means annual work expenditures of at least $200,000)
  then the Optionor shall have certain rights in connection with its adjacent
  Prosperity Project. In case of (i) the Optionor shall have the right to use
  the surface upon payment of reasonable compensation to Optionee not to exceed
  the payment amount calculated for (ii) and in the case of (ii) above, the Optionor
  shall have the right to acquire all of the Optionees interests in the
  Joint Venture and the Property in connection with development of its Prosperity
  Project where the purchase price for such interests shall be equal to the Optionees
  aggregate historical costs in connection with the Property and the Joint Venture
  (whether or not expensed) plus simple interest at Canadian chartered bank prime
  rate from the date hereof; and

(h)         
  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.

PART 6

EXERCISE OF OPTION

6.1                  
The Optionee may in its sole discretion at any time accelerate the rate at which
the Expenditures are incurred on the Property required by §4.1 to exercise the
Option and thereby earlier acquire its interest in the Property.

6.2                  
If and when the Option has been exercised, a 50% right, title and interest in
and to the Property will first 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 transfer of the claims referred to in
Schedule A of this agreement in the applicable mining recorders office for the
convenience of recording assessment work and the doing of any other operations
that may be required to maintain the tenure of the claims.

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 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

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claims free and clear of all liens and
  other charges arising from the 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s 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 any non-cash consideration included in the 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 of non-cash consideration , 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 adjusted , if at all, to a lower amount
as may be 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 (if not already registered in the
Optionors name) by delivery of a request therefor to the Optionee, whereupon
the Optionee will deliver to the Optionor a quit claim or release from escrow of
a Bill of Sale or provide such other appropriate Deed or assurance in
registrable form transferring or releasing any interest in such mineral claims
to the Optionor as the Optionor may reasonably require.

12.3                  
Any claims so transferred or quit-claimed, 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 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.

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.

PART 15

ARBITRATION

15.1                  
Any matter required or permitted to be referred to arbitration pursuant to this
Agreement will be determined by a single arbitrator to be appointed by the
parties hereto.

15.2                  
Any party may refer any such matter to arbitration by written notice to the
others and, within ten days after receipt of such notice, the parties will agree
on the appointment of an arbitrator. No person will be appointed as an
arbitrator hereunder unless such person agrees in writing to act.

15.3                  
If the parties cannot agree on a single arbitrator as provided in §15.1, or if
the person appointed is unwilling or unable to act, either party may request the
court to appoint a single arbitrator in accordance with the Commercial
Arbitration Act of the Province of British Columbia (the Act).

15.4                  
Except as specifically provided in this Article, an arbitration hereunder shall
be conducted in accordance with the Act. The arbitrator shall fix a time and
place in Vancouver, British Columbia for the purpose of hearing the evidence and
representations of the parties and he shall preside over the arbitration and
determine all questions of procedure not provided for under such Act or this
Article. After hearing any evidence and representations that the parties may
submit, the arbitrator shall make an award and reduce the same to writing and
deliver one copy thereof to each of the parties. The decision of the arbitrator
will be made within 45 days after his appointment, subject to any reasonable
delay due to unforeseen circumstances. The expense of the arbitration shall be
paid as specified in the award. The parties agree that the award of the single
arbitrator shall be final and binding upon each of them and shall not be subject
to appeal.

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

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(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 other claims owned by the Optionor as of the date of this
agreement. 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 10 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).

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,

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-14-

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.

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.

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-15-

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 May, 2005.

|The Optionee          |                     
|--------------------- | --------------------
|                      |                     
|AMARC RESOURCES LTD.  |                     
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|The Optionor          |                     
|                      |                     
|TASEKO MINES LIMITED. |                     
|                      |                     
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory

---

SCHEDULE AMineral Claims Comprised in the
Property

The WASP Group of Claims


Tenure Number
    Claim Name
    NTS Map Number
    Work Recorded To (D/M/Y)
    Mining Division
    Area (hectares)314026
    FISH 10
    92-O
    17/10/2009
    Clinton
    300.0314029
    FISH 7
    92-O
    17/10/2009
    Clinton
    500.0314030
    FISH 8
    92-O
    17/10/2009
    Clinton
    500.0314032
    FISH 11
    92-O
    17/10/2009
    Clinton
    300.0509153
    WASP 1
    92-O
    17/3/2006
    Clinton
    444.0509156
    WASP 2
    92-O
    17/3/2006
    Clinton
    403.5509158
    WASP 3
    92-O
    17/3/2006
    Clinton
    242.0


The ANVIL Group of Claims


Tenure Number
    Claim Name
    NTS Map Number
    Work Recorded To (D/M/Y)
    Mining Division
    Area (hectares)509161
    ANVIL 1
    92-O
    17/3/2006
    Clinton
    504.7509162
    ANVIL 2
    92-O
    17/3/2006
    Clinton
    504.9509163
    ANVIL 3
    92-O
    17/3/2006
    Clinton
    504.9509165
    ANVIL 4
    92-O
    17/3/2006
    Clinton
    504.7509166
    ANVIL 5
    92-O
    17/3/2006
    Clinton
    484.5


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---

SCHEDULE B

ESCROW AGREEMENT

THIS AGREEMENT is made the ______day of May, 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:

> TASEKO MINES LIMITED., 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 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 50% 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 duly executed recordable bills of
sale respecting a transfer of a 50% interest in 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:

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- 1 -

**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
      (hectares)314026
    FISH
      10
    92-O
    17/10/2009
    Clinton
    300.0314029
    FISH
      7
    92-O
    17/10/2009
    Clinton
    500.0314030
    FISH
      8
    92-O
    17/10/2009
    Clinton
    500.0314032
    FISH
      11
    92-O
    17/10/2009
    Clinton
    300.0509153
    WASP
      1
    92-O
    17/3/2006
    Clinton
    444.0509156
    WASP
      2
    92-O
    17/3/2006
    Clinton
    403.5509158
    WASP
      3
    92-O
    17/3/2006
    Clinton
    242.0509161
    ANVIL 1
    92-O
    17/3/2006
    Clinton
    504.7509162
    ANVIL 2
    92-O
    17/3/2006
    Clinton
    504.9509163
    ANVIL 3
    92-O
    17/3/2006
    Clinton
    504.9509165
    ANVIL 4
    92-O
    17/3/2006
    Clinton
    504.7509166
    ANVIL 5
    92-O
    17/3/2006
    Clinton
    484.5


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.

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- 2 -

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.

**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.

---

- 3 -

**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 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 Optionor.

**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.

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- 4 -

**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.

|The Optionee          |                     
|--------------------- | --------------------
|                      |                     
|AMARC RESOURCES LTD.  |                     
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|                      |                     
|The Optionor          |                     
|                      |                     
|TASEKO MINES LIMITED. |                     
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory
|                      |                     
|LML&S SERVICES INC.   |                     
|                      |                     
|                      |                     
|Per:                  |                     
|                      | Authorized Signatory

---