Filed by Automated Filing Services Inc. (604) 609-0244 - Rockwell Ventures Inc. - Exhibit 4.B





  

FARMOUT AND JOINT VENTURE AGREEMENT 

 

 BETWEEN 

 

 AMARC RESOURCES LTD. 

 

 AND 

 


ROCKWELL VENTURES INC. 








 TABLE OF CONTENTS 

	 ARTICLE 1 INTERPRETATION	 2
	 	 
	 ARTICLE 2 REPRESENTATIONS AND WARRANTIES	 5
	 	 
	 ARTICLE 3 OPTION AND EXPLORATION PROGRAMS	 6
	 	 
	 ARTICLE 4 JOINT VENTURE	 8
	 	 
	 ARTICLE 5 AMARC'S CALL RIGHTS	 8
	 	 
	 ARTICLE 6 ARBITRATION	 9
	 	 
	 ARTICLE 7 NOTICE	 10
	 	 
	 ARTICLE 8 FORCE MAJEURE	 10
	 	 
	 ARTICLE 9 GENERAL PROVISIONS	 11




	 SCHEDULE 1:	 DESCRIPTION OF PROPERTIES
	 SCHEDULE 2:	 FORM OF CALL NOTICE












THIS AGREEMENT dated for reference the 1st day of November, 2004. 


AMONG: 


  
    
      
         AMARC RESOURCES LTD., having an office at, 

          Suite 1020 - 800 West Pender Street, Vancouver British Columbia, 

          V6C 2V6 

         (hereinafter called "Amarc") 

      

    

  



 OF THE FIRST PART 


AND: 


  
    
      
         ROCKWELL VENTURES INC., having an office at 

          Suite 1020 - 800 West Pender Street, Vancouver, British 

          Columbia, V6C 2V6 

         (hereinafter called "RCW") 

      

    

  



 OF THE SECOND PART 


WHEREAS: 

 (A)                 Amarc
  beneficially owns and holds rights to acquire interests in the mineral properties
  (each a "Property" and collectively the "Properties" as hereinafter defined)
  set out on Schedule 1; 

 (B)                 Amarc
  has agreed to grant to RCW the right to earn a working interest (an "Interest")
  in one or more of the Properties in consideration of RCW providing a Funding
  Commitment (as defined) for exploration work to be conducted on the Properties
  in conjunction with other exploration work Amarc is conducting on the Properties
  and thereby earning RCW Interests; 

 (C)                 
  The exploration work is intended to quality as CEE (as defined); 

 (D)                 
  For a period of 180 days after RCW has earned an Interest in a Property, Amarc
  will have the option of purchasing any and all of the RCW Interests on the terms
  and conditions of this Agreement; 

 (E)                 To
  the extent Amarc does not exercise its option to purchase any of the RCW Interests,
  Amarc and RCW will form a joint venture, proportional to their respective Interests
  in each Property in which RCW has acquired an Interest, in order to coordinate
  exploitation of their Interests and to consider further exploration and development;



NOW, THEREFORE, THIS AGREEMENT WITNESSES that, in consideration of $1.00 now paid by RCW to Amarc and the mutual covenants and agreements herein contained, the parties hereto mutually agree as follows:








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 ARTICLE 1 

 INTERPRETATION 


Definitions 

 1.1                 
  In this Agreement the following words and phrases shall have the following meanings:

(a)                 
  "Affiliate" means, in respect of a party hereto, a corporation with which
  that party is affiliated within the meaning of subsection 1(2) of the Securities
  Act (British Columbia). 

(b)                 "Business
  Day" means a day, other than a Saturday, Sunday or Statutory Holiday on
  which the main branch of Canadian Imperial Bank of Commerce in Vancouver, British
  Columbia is open to the public for the transaction of business. 

(c)                 "Call"
  means Amarc's right to purchase any and all of the RCW Interests in certain
  events as described in Article 5. 

(d)                 "Call
  Notice" means notice in the form of Schedule 2. 

(e)                 
  "Call Price" has the meaning set out in §5.3. 

(f)                 
  "CEE" means Canadian exploration expense as defined in s.66.1(6) of the
  Tax Act. 

(g)                 
  "Earn-In Date" has the meaning in §3.9. 

(h)                 
  "Funding Commitment" means an aggregate of $600,000 to be expended
  by RCW on Qualified Expenditure Programs in order to earn Interests in the Properties
  as more particularly described on Schedule 1. 

(i)                 "Interest"
  means a 50% undivided beneficial percentage working or participating interest
  to be earned by RCW in a Property (subject to any royalties to which the Property
  are subject as of the date hereof), provided it funds the Program for the sum
  of money listed beside each Property in Schedule 1 as the Qualified Expenditure
  Program. Amarc’s Interest will be equal to 50%.

(j)                 
  "Joint Venture" means the joint venture to be formed as of the Participation
  Date between Amarc and RCW in respect of a Property upon RCW having earned an
  Interest and providing Amarc has not previously exercised its Call right in
  respect of the RCW Interest on that Property. 

(k)                 
  "Joint Venture Agreement" means the joint venture agreement to be entered
  into between Amarc and RCW as provided for in Article 4 hereof. 







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(l)                 
  "Operator" means for each Property and Joint Venture, Amarc (as long
  as it has at least a 50% Interest in a Property) or such other third party that
  Amarc appoints to carry out Qualified Expenditures. 

(m)                 
  "Option" means the separate right of RCW to earn up to a 50% Interest
  in each the Properties by paying any of the respective Property Commitment in
  accordance with Schedule 1.

(n)                 
  "Other Tenements" means all surface rights of and to any lands within
  the perimeter of the Amarc Properties including surface rights held in fee or
  under lease, licence, easement, right of way or other rights of any kind (and
  all renewals, extensions and amendments thereof or substitutions therefor) acquired
  by or on behalf of the parties with respect to the Amarc Properties. 

(o)                 
  "Participant" means any party having an Interest in a Joint Venture on
  a Property and includes its successors and permitted assigns. "Participants"
  means collectively all parties having an Interest and their respective successors
  and permitted assigns. 

(p)                 
  "Participation Date" shall have the meaning determined in accordance
  with §3.9. 

(q)                 
  "Program" means a program to carry out exploration and incur Qualified
  Expenditures on a Property represented by a document or documents wherein there
  is specified in reasonable detail an outline of any and all research, prospecting
  and exploration and development work proposed to be carried out during such
  Program, the estimated Qualified Expenditures to be incurred in carrying out
  such work and the area of the Property on which such work is to be undertaken
  and shall include any amendments to a Program as may be agreed upon by the parties.

(r)                 
  "Property" means a mining property, claim, interest and other rights
  comprised in the mineral claims more particularly described in Schedule 1 and
  shall include any renewal thereof and any other form of successor or substitute
  title therefor, and shall include any other mineral properties, claims or interest
  made part of a Property pursuant to this Agreement. 

(s)                 
  "Property Commitment" the amount to be expended on behalf of RCW on a
  Property, expressed in dollars as more particularly described on Schedule 1
  hereto and as it may be amended by agreement between the parties. 

(t)                 
  "Properties" means each Property together; 

(u)                 
  "Qualified Expenditure" means an expense, incurred on behalf of RCW in
  carrying out Programs, all of which shall qualify as CEE. 

(v)                 
  "RCW Interest" means each 50% Interest acquired by RCW in a Property
  pursuant to this Agreement and RCW Interests means all of them.

(w)                 
  "Tax Act" means the Income Tax Act (Canada) as amended and in
  force from time to time. 







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(x)                 
  "TSX" means the TSX Venture Exchange. 

 1.2                 
  This Agreement shall be read with such changes in gender or number as the context
  shall require. 

 1.3                 
  The headings to the articles, paragraphs, parts or clauses of this Agreement
  and the table of contents are inserted for convenience only and shall not affect
  the construction hereof. 

 1.4                 
  Unless otherwise stated, a reference herein to a numbered or lettered article,
  paragraph, clause or schedule refers to the article, paragraph, clause or schedule
  bearing that number or letter in this Agreement. A reference to "this" article,
  paragraph, clause or schedule means the article, paragraph, clause or schedule
  in which the reference appears. A reference to "this Agreement", "hereof", "hereunder",
  "herein" or words of similar meaning, means this agreement including the schedules
  hereto, together with any amendments thereof. 

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

 1.6                 Wherever
  interest is chargeable under this Agreement, unless otherwise specifically provided,
  interest will be at the specified per annum rate, calculated daily and compounded
  on the last day of each calendar month. For the purposes hereof, the Prime Rate
  in effect for each day of a month shall be equal to the Prime Rate declared
  at noon on the first Business Day of that month. For greater certainty, the
  daily interest rate chargeable will be the specified per annum rate divided
  by the number of days in that calendar year. 

 1.7                 
  A reference to a statute, regulation or other legislation herein shall be deemed
  to extend to and include any amendments thereto and successor legislation. 

 1.8                 
  The following schedules are incorporated into this Agreement by reference: 

	 	 Schedule  	 Description  
	 	 	 
	 	 1  	 Description of the Properties and Amarc and RCW proposed 
      Commitments Program  
	 	 	 
	 	 2  	 Form of Call Notice  




 1.9                 This
  Agreement shall be construed and governed by the laws in force in the Province
  of British Columbia and, except as provided in Article 6, the courts of said
  Province shall have exclusive jurisdiction to hear and determine all disputes
  arising hereunder. Each of the parties hereto irrevocably attorns to the jurisdiction
  of said courts and consents to the commencement of proceedings in such courts.
  This paragraph shall not be construed to affect the rights of a party to enforce
  a judgement or award outside the said Province, including the right to record
  or enforce a judgement or award in any jurisdiction in which the Property is
  situated. 

 1.10                 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









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valid and subsisting and the said remaining provisions shall be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion. 

 ARTICLE 2 

 REPRESENTATIONS AND WARRANTIES 

 2.1                 Each
  party represents and warrants to the other parties with respect to such party
  that:

(a)                 
  it is a body corporate duly incorporated, organized and validly subsisting under
  the laws of British Columbia; 

(b)                 
  it has full power and authority to carry on mineral exploration and to enter
  into this Agreement and any agreement or instrument referred to or contemplated
  by this Agreement; 

(c)                 
  neither the execution and delivery of this Agreement nor any of the agreements
  referred to herein or contemplated hereby, nor the consummation of the transactions
  hereby contemplated conflict with, result in the breach of or accelerate the
  performance required by any agreement or instrument to which it is a party;

(d)                 
  the execution and delivery of this Agreement and the agreements contemplated
  hereby will not violate or result in the breach of the laws of any jurisdiction
  applicable or pertaining thereto or of its constating documents or directors'
  or shareholders' resolutions or any judgement, order, law or governmental or
  administrative regulation or restriction applicable to it; and 

(e)                 
  all corporate authorizations have been obtained for the execution of this Agreement
  and for the performance of its obligations hereunder. 

 2.2                 Amarc
  additionally represents and warrants to RCW that:

(a)                 the
  mineral claims and other interests comprising each Property are accurately described
  in Schedule 1, are presently in good standing under the laws of British Columbia
  and, except as noted in Schedule 1, are free and clear of all liens, charges
  and financial encumbrances and Amarc owns the percentage interest noted thereon;

(b)                 any
  mineral claims included in each Property as described in Schedule 1 have been
  properly and legally staked, recorded, tagged and maintained;

(c)                 there
  is no adverse claim or challenge against or to the ownership of or title to
  any of the mineral claims and other interests comprising each the Property,
  nor to the knowledge of Amarc is there any basis therefore or interest therein,
  and there are no other agreements or options to acquire or purchase any Property
  or any portion thereof, and no person has any other royalty or other interest
  whatsoever in production from any part of any Property;







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(d)                 
  no proceedings are pending for and Amarc is unaware of any basis for the institution
  of any proceedings leading to the dissolution or winding-up of Amarc or the
  placing of Amarc into bankruptcy or subject to any other laws governing the
  affairs of insolvent persons; 

(e)                 each
  Property and its existing and prior uses comply with and Amarc is not in violation
  of and has not violated in connection with its ownership, use, maintenance or
  operation of the Property, any applicable federal, provincial, municipal or
  local laws, regulations, orders or approvals, including environmental, health
  safety and similar matters; and 

(f)                 the
  performance of this Agreement will not be in violation of or conflict the memorandum
  and articles of Amarc or any agreement to which Amarc is a party and will not
  give any person or company right to terminate or cancel any agreement or any
  right enjoyed by Amarc and will not result in the creation or imposition of
  any lien, encumbrance or restriction of any nature whatsoever in favour of a
  third party upon or against the assets of Amarc. 

 2.3                 
  The representations, warranties, covenants, agreements and conditions herein
  set out upon which the parties have relied in entering into this Agreement and
  shall survive the acquisition of the Interest in a Property by RCW, and each
  party will indemnify and save the others harmless from all loss, damage, costs,
  actions and suits arising out of or in connection with any breach of any representation,
  warranty, covenant, agreement or condition made by them and contained in this
  Agreement (including, without limitation, legal fees and disbursements). 

 ARTICLE 3 

 OPTION AND EXPLORATION PROGRAMS 

 3.1                 Amarc
  hereby grants to RCW the right to earn a 50% Interest in each of the Properties
  by incurring Qualified Expenditures by funding Amarc with funds equal to the
  proposed Program for such property as described on Schedule 1, such funds to
  be utilized by Amarc in making Qualified Expenditures on the Properties for
  and on behalf of RCW on or before December 31, 2004 . Amarc agrees it shall
  make its best efforts to offer to RCW Qualified Expenditure Work Programs totalling
  at least $600,000 by December 31, 2004. On execution hereof, RCW shall elect
  to participate in the initial programs and shall fund it with a payment to Amarc
  of $600,000.

 3.2                 Amarc
  hereby grants to RCW the right to elect to cancel its right to earn an Interest
  in a Property by giving Amarc not less than 30 days notice and providing that
  it shall thereupon lose all interest in such Property. 

 3.3                 The
  Interest in each Property earned by RCW hereunder will be deemed to be earned
  rateably as Qualified Expenditures are incurred by Amarc on behalf of RCW. 








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 3.4                 Amarc
  may retain Hunter Dickinson Inc. or such other professionally qualified third
  party (herein referred to as a "Designee") as it deems appropriate to incur,
  on behalf of RCW, the Qualified Expenditures required by this Article 3. 

 3.5                 Amarc
  shall deliver to or cause to be delivered to RCW, on a monthly basis and within
  20 days of each month-end during the term of the earn-in, a statement of the
  Qualified Expenditures actually incurred on a Property during the preceding
  month along with an invoice for any shortfall in RCW's funding. RCW shall not
  be liable for program overruns. RCW may question the accuracy of any such statement
  and invoice, by written notice to Amarc delivered within thirty (30) days following
  the receipt by RCW of such statement. Upon delivery by Amarc of a notice questioning
  the accuracy of such statement, the matter shall be referred to Amarc's independent
  Chartered Accountants for final determination. If Amarc's independent Chartered
  Accountants are unable or unwilling to make such determination, the matter may
  be referred to arbitration in accordance with Article 6. If Amarc's accountant
  or the arbitrator, as the case may be, determines that Amarc's statement was
  accurate (within one percent (1%)), no other action shall be taken with respect
  thereto and the costs of such audit or arbitration, as the case may be, shall
  be borne by RCW. Otherwise the statement shall be corrected and Amarc will pay
  the audit or arbitration cost. 

 3.6                 During
  the currency of the earn-in rights under this Article 3, Amarc or its designee
  shall act as Operator for the purpose of carrying out work and incurring Qualified
  Expenditures on the Properties. All such work and Qualified Expenditures shall
  be in accordance with one or more Programs prepared by Amarc in consultation
  with RCW. Any amendments to any Program shall similarly be prepared by Amarc
  in consultation with RCW. Amarc shall have final decision in respect of the
  final budgets for all Programs and RCW's discretion is limited to participating
  in such Programs or terminating its earn-in rights related thereto. 

 3.7                 During
  the currency of RCW's rights pursuant to Article 3 hereunder, RCW or its representatives,
  at their own risk and expense, and upon giving Amarc reasonable prior notice,
  may access each Property on which they have a Property Commitment at all reasonable
  times and inspect all records prepared by Amarc in connection with work done
  on or with respect to such Property, pursuant to this Agreement. 

 3.8                 At
  any time prior to the Earn-In Date in respect of a Property, RCW may, subject
  to Amarc’s Call right referred to in Article 5 of this Agreement, terminate
  its Property Commitment so long as it is not in default of any of its obligations
  under this Agreement and has paid all amounts incurred to date, by giving 30
  days notice in writing to that effect to Amarc. In the event of termination,
  RCW shall retain no interest in the Property but shall be responsible for its
  share of costs incurred to the end of the 30 day period.

 3.9                 Subject
  to earlier termination hereunder and provided that Amarc has not exercised its
  Call right referred to in Article 5 of this Agreement, a Participation Date
  in respect of each Property shall be that date which is 180 days after the Earn-In
  Date. The date that the Program for a Property has been completed and paid for
  by RCW is the "Earn-In Date". 

 3.10                 At
  the close of business on the date which is the Participation Date, RCW and Amarc
  shall form the Joint Venture referred to in Article 4. 








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 ARTICLE 4 

 JOINT VENTURE 

 4.1                 Upon
  the Participation Date, Amarc and RCW will form a separate Joint Venture for
  each Property in which RCW has earned an RCW Interest. The Joint Venture shall
  be formed for the purpose of carrying out further exploration, and if warranted,
  further development. The parties will negotiate in good faith to execute a Joint
  Venture Agreement, said agreement to have standard Rocky Mountain Mineral Law
  Foundation model agreement terms and shall include as primary terms, but not
  be limited to, the following provisions:

(a)                 the
  initial interest of RCW in each Joint Venture will be RCW's Interest in the
  Property earned pursuant to this Agreement expressed as a percentage, and the
  Interest of Amarc will be 100% less RCW's Interest expressed as a percentage;


(b)                 Amarc
  shall be the operator of the Joint Venture as long as Amarc has at least 50%,
  otherwise RCW shall be operator; 

(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 Interest
  in the Joint Venture; 

(d)                 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; and 

(e)                 each
  party will grant to the other a 30-day right of first refusal with respect to
  the sale of such party's interest in the Joint Venture. 

 ARTICLE 5 

 AMARC'S CALL RIGHTS 

 5.1                 On
  the Earn-In Date RCW shall have the RCW Interest in a Property, if any, determined
  according to Article 3. 

 5.2                 
  For a period of 180 days after the Earn-In Date, Amarc shall have the exclusive
  right to purchase any or all, but not less than 100% individually (a "Call"),
  of each of RCW's Interests providing such purchase is completed within 60 days
  from the Call Notice to RCW, subject to such 60 day period being extended by
  any period reasonably required by Amarc (using always its reasonable efforts
  to complete the Call) necessitated by the requirements of any regulatory authority.
  Each Call Notice shall be initiated, where applicable, in the form attached
  as Schedule 2. 

 5.3                 Each
  Call may be exercised in cash or in consideration of the issuance of Amarc common
  shares or in a combination of both in Amarc’s sole discretion. The acquisition
  Call price of RCW’s called Interest to Amarc shall be equal to the sum
  of a number of Amarc shares 








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 (or cash equivalent) valued as provided for in §5.4 in an amount which
  is agreed by the parties but which shall not be less than 110% of the Qualified
  Expenditures incurred by or for the account of RCW to earn its Interest in a
  Property. The total Amarc shares (or cash equivalent) so agreed being herein
  the “Call Price” .If the parties are unable to agree on the Call
  Price the parties shall retain an independent valuator who shall provide an
  opinion to the parties as to the fair value of the RCW Interest to be called.
  If either party disagrees with the value a second opinion shall be obtained
  and the two valuations shall be averaged to arrive at the Call Price. All valuators
  must hold appropriate credentials and must be acceptable to the TSX Venture
  Exchange. If Amarc elects not to proceed with acquisition after receiving one
  or two valuations it need not complete the Call and the parties will thereupon
  form the joint venture.

 5.4                 The
  common shares of Amarc to be issued upon exercise of the Call shall be valued
  at the weighted average 5-day trading prices (sum of the last trade price in
  the day times volume for the trade day over 5-days; then the sum thereof divided
  by the total volume over the 5-day period) of Amarc's common shares as quoted
  on the TSX for the 5-trading days prior to the date of the call notice after
  Amarc provides RCW with notice of its intention to exercise the Call. 

 ARTICLE 6 

 ARBITRATION 

 6.1                 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. 

 6.2                 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. 

 6.3                 If
  the parties cannot agree on a single arbitrator as provided in §6.1, 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"). 

 6.4                 
  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. 

  







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ARTICLE 7 

 NOTICE 

 7.1                 Any
  notice, direction or other communication required or permitted to be given under
  this Agreement shall be in writing and may be given by the delivery of the same
  or by mailing the same (first class postage prepaid) or by sending the same
  by facsimile transfer or other similar form of telecommunication, in each case
  addressed as follows: 

	 	 (a)      	 If to Amarc, at: 
	 
	 	 	Suite 1020 - 800 West Pender Street

      Vancouver, British Columbia, V6C 2V6 
	 
	 	 	 Attention: Ronald Thiessen 

      Fax: (604) 684-8092 
	 
	 	 (b)      	 If to RCW, at: 
	 
	 	 	Suite 1020 - 800 West Pender Street

      Vancouver, British Columbia, V6C 2V6 
	 
	 	 	 Attention: Rene Carrier 

      Fax: (604) 684-8092 


 7.2                 Any
  notice, direction or other communication aforesaid shall, if delivered, be deemed
  to have been given and received on the day it was delivered and, if mailed,
  shall be deemed to have been given and received on the third Business Day following
  the day of mailing, except in the event of disruption of the postal service
  in which event notice shall be deemed to be received only when actually received
  and, if sent by facsimile transfer or other similar form of telecommunication,
  shall be deemed to have been given or received on the next Business Day following
  the day on which it was so sent. 

 7.3                 Any
  party may at any time give to any other party notice in writing of any change
  of address of the party giving such notice or of notice of an assignment giving
  contact information of a new party, and from and after the giving of such notice,
  the address therein specified shall be deemed to be the address of such party
  for the purposes of giving notice hereunder. Any change of address notice shall
  include a contact number for the sending of notices by telecommunication hereunder.


 ARTICLE 8 

 FORCE MAJEURE 

 8.1                 
  No party will be liable for its failure to perform any of its obligations under
  this Agreement due to a cause beyond its control (except those caused by its
  own lack of funds) including, but not limited to: acts of God, fire, flood,
  earthquake, explosion, strikes, lockouts or other industrial disturbances, power
  line failures; laws, rules and regulations or orders of any duly constituted
  court or governmental authority; or nonavailability of materials or transportation
  (each an "Intervening Event"). 








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 8.2                 All
  time limits imposed by this Agreement will be extended by a period equivalent
  to the period of delay resulting from an Intervening Event described in this
  Article, plus an additional time period reasonable in the circumstances. 

 8.3                 A
  party relying on the provisions of this Article will take all reasonable steps
  to eliminate any Intervening Event and, if possible, will perform its obligations
  under this Agreement as far as practical, but nothing herein will require such
  party to settle or adjust any labour dispute or to question or to test the validity
  of any law, rule, regulation or order of any duly constituted court or governmental
  authority or to complete its obligations under this Agreement if an Intervening
  Event renders completion impossible. 

 8.4                 A
  party relying on the provisions of this Article shall give notice to the other
  party forthwith upon the occurrence of the Intervening Event and forthwith after
  the end of the period of delay when such Intervening Event has been eliminated
  or rectified. 

 8.5                 No
  party claiming force majeure has any obligation to accede to labour demands
  in strike or lock-out situations. 

 ARTICLE 9 

 GENERAL PROVISIONS 

 9.1                 This
  Agreement constitutes the entire agreement between the parties and replaces
  and supersedes all prior agreements, memoranda, correspondence, communications,
  negotiations and representations, whether oral or written, express or implied,
  statutory or otherwise between the parties with respect to the subject matter
  herein. This Agreement may not be amended or modified except by an instrument
  in writing signed by each of the parties hereto. 

 9.2                 No
  consent or waiver, express or implied, by any party to or of any breach or default
  by any other party of any or all of its obligations under this Agreement will:

(a)                 be
  valid unless it is in writing and stated to be a consent or waiver hereunder;

(b)                 be
  relied upon as a consent or waiver to or of any other breach or default of the
  same or any other obligation; 

(c)                 constitute
  a general waiver under this Agreement; or 

(d)                 eliminate
  or modify the need for a specific consent or waiver in any other or subsequent
  instance. 

 9.3                 The
  parties will execute such further and other documents and do such further and
  other things as may be necessary or convenient to carry out and give effect
  to the intent of this Agreement. 

 9.4                 All
  payments to be made to any party hereunder may be made by cheque or draft mailed
  or delivered to such party at its address for notice purposes as provided herein,
  or for the 








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account of such party at such bank or banks in Canada as such party may designate from time to time by written notice. Such bank or banks shall be deemed the agent of the designating party for the purpose of receiving, collecting and receipting such
payment. 

 9.5                 If
  any party (a "Defaulting Party") is in default of any requirement herein set
  forth, the other party may give written notice to the Defaulting Party specifying
  the default. The Defaulting Party shall not lose any rights under this Agreement
  unless, within 30 days after the giving of notice of default by the other party,
  the Defaulting Party has failed to take reasonable steps to cure the default
  by the appropriate performance or the Defaulting Party fails to dispute the
  notice of default. Upon any such failure, the other party shall be entitled
  to seek any remedy it may have on account of such default. 

 9.6                 Time
  shall be of the essence in the performance of this Agreement. 

 9.7                 This
  Agreement shall enure to the benefit of and be binding upon the parties hereto
  and their respective successors and permitted assigns. 

 9.8                 
  If any right, power or interest of any party in any property under this Agreement
  would violate the rule against perpetuities, then such right, power, or interest
  shall terminate at the expiration of 20 years after the death of the last survivor
  of all the lineal descendants of Her Majesty, Queen Elizabeth II, living on
  the date of execution of this Agreement. 

 IN WITNESS WHEREOF the parties hereto have executed this Agreement
  the _____ day of November, 2004 effective as of the 1st day of November, 2004.


	 AMARC RESOURCES LTD.  	 
	 	 	 
	 	 	 
	Per:  	  	 
	 	 Ronald W. Thiessen 	 
	 	 	 
	 	 	 
	 ROCKWELL VENTURES INC.  	 
	 	 	 
	 	 	 
	Per:  	  	 
	 	 Rene Carrier  	 











 SCHEDULE 1 


  
    
      
        
          
             To a Farmout and Joint Venture Agreement between
              Amarc Resources Ltd. 

              and Rockwell Ventures Inc. dated for reference the 1st day of November,
              

              2004. 

          

        

      

    

  



 DESCRIPTION OF PROPERTIES 

	 Property  	 Claims 	 British Columbia Tenure

       Numbers  	 Percentage Owned 
 By
      Amarc 	 Qualified Expenditure 
 Programs 
    
	 KALDER  	 KAL 1 to KAL 9 	 414001  to 414008, 415081 
    	 100% 	 $ 180,000  
	 M2  	 M2#1 to M2#9 	 411863 to 411869, 413183, 413184 
    	 100% 	  $105,000  
	 TSIL  	 TSIL 1 to TSIL 4 	 413997 - 414000  	 100% 	  $125,000  
	 M5  	 M5#1, M5#2 	 415330, 415331  	 100% 	 $ 75,000  
	 M3  	 M3#1 	 415100  	 100% 	  $55,000  
	 CRYSTAL  	 CRYSTAL 1 to CRYSTAL 9 	 408539 to 408542, 411322  to 411326 
    	 100% 	  $30,000  
	 HOOK  	 RAT 1 to RAT 7 	 409496 to 409502  	 100% 	  $30,000  











 SCHEDULE 2 


  
    
      
        
          
             To a Farmout and Joint Venture Agreement between Amarc Resources
              Ltd. and Rockwell Ventures Inc. dated for reference the 1st day
              of November, 2004 

          

        

      

    

  



 CALL NOTICE 

 Date ‹›

 TO: ‹› which has acquired an Interest
  pursuant to the Farmout and Joint Venture Agreement dated for reference the
  1st day of November, 2004. 

 Amarc hereby gives you notice that it intends to purchase your Interest in
  the Property by the issuance of ‹›
  Amarc Shares valued at $‹› each
  and/or cash of $‹›. Our calculation
  of the Call amount is attached. 

 Please confirm your preparedness to accept the foregoing consideration or
  notify us of a price which is acceptable to you.

	 AMARC RESOURCES LTD.  	 
	 	 	 
	 	 	 
	Per:  	  	 
	 	 Authorized Signatory  	 


 Receipt of the foregoing Call terms are acknowledged this ___ day of _______________
  , 2005. 

‹›

	 	 	 
	Per:  	  	 
	 	 Authorized Signatory