Filed by Automated Filing Services Inc. (604) 609-0244 - Rockwell Ventures Inc. - Exhibit4.2






LOAN AGREEMENT

THIS AGREEMENT dated for reference January 26, 2007 is
between:

	               
                         
         AMARC RESOURCES LTD. a British Columbia company,
      having an 
	               
                         
         office at Suite 1020-800 West Pender Street , Vancouver,
      British 
	               
                         
         Columbia V6C 2V6 
	  
	               
                         
                         
                         
                         
                         
                         
                         
                         
             (the "Lender") 
	  
	AND: 
	               
                         
         ROCKWELL VENTURES INC., a British Columbia company,
      having 
	               
                         
         its chief executive office at Suite 1020, 800 West Pender
      Street, 
	               
                         
         Vancouver, BC V6C 2V6 
	  
	               
                         
                         
                         
                         
                         
                         
                         
                         
             (the "Borrower") 


BACKGROUND

A. The Lender has agreed to lend to the Borrower and the
Borrower has agreed to borrow from the Lender the aggregate principal amount of
$5,500,000 on the terms and subject to the conditions of this Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and
sufficiency of which each party acknowledges, the parties agree as follows:

	1. 	
      Definitions. In this Agreement:

	 	 	 
		(a) 	
      "Advance" means the advance of the Loan
  hereunder;

	 	 	 
		(b) 	
      "Business Day" means a day which is not a Saturday,
      Sunday or a statutory holiday in British Columbia;

	 	 	 
		(c) 	
      "Event of Default" has the meaning set forth in paragraph
      11 below;

	 	 	 
		(d) 	
      "Exchange" means the TSX Venture Exchange;

	 	 	 
		(e) 	
      "Loan" means the $5,500,000 to be lent by the Lender to
      the Borrower pursuant to this Agreement;

	 	 	 
		(f) 	
      "Interest Payment Shares" has the meaning set forth in
      subparagraph 5 below;

	 	 	 
		(g) 	
      "N9C" means N9C Resources Inc, a Cayman Island company
      wholly-owned by the Borrower;

	 	 	 
		(h) 	
      "N10C" means N10 Resources Inc., a Cayman Island company
      wholly-owned by N9C;

	 	 	 
		(i) 	
      "Outstanding Balance" has the meaning set forth in
      subparagraph 4(a) below;







- 2 -

	 	(j) 	
      "Rockwell Resources South Africa" means Rockwell
      Resources RSA (Proprietary) Limited, a South African company wholly owned
      by N10C; and

	 	 	 
	 	(k) 	
      "Subsidiaries" means, with respect to the Borrower, any
      corporation of which at least a majority of the outstanding shares to
      which there is attached voting power under ordinary circumstances to elect
      a majority of the board of directors of such corporation, shall at the
      relevant time be owned directly or indirectly by the Borrower, one or more
      Subsidiaries of the Borrower, or any combination thereof, and "Subsidiary"
      shall mean any one of them.




	2. 	
      Loan Advance. Subject to and upon the fulfilment
      of the conditions precedent contained in paragraph 7 of this Agreement, as
      the case may be, the Lender will advance the principal amount of the Loan
      to the Borrower or as the Borrower may otherwise direct.

	 	 	 	 
	3. 	
      Use of Proceeds. The Borrower covenants and agrees
      with the Lender that the Loan proceeds will be used by the Borrower to
      fund its strategic acquisition and working capital requirements.

	 	 	 	 
	4. 	
      Term and Prepayment.

	 	 	 	 
		(a) 	
      The principal amount of each Advance, together with all
      accrued but unpaid interest, bonus and other costs or charges payable
      hereunder from time to time in connection with such Advance (collectively
      in respect of all Advances, the "Outstanding Balance"), will be
      immediately due and payable by the Borrower to the Lender on April 26,
      2007 (the “Repayment Date”).

	 	 	 	 
		(b) 	
      Notwithstanding paragraph (a) hereof, the Outstanding
      Balance, will be immediately due and payable by the Borrower to the Lender
      on the earlier of:

	 	 	 	 
			(i) 	
      the date of any change of control of the Borrower
      ("control" being defined as ownership of or control or direction over,
      directly or indirectly, 20% or more of the outstanding voting securities
      of the Borrower); or

	 	 	 	 
			(ii) 	
      the occurrence of an Event of Default, as defined in
      paragraph 11 hereof.

	 	 	 	 
		(c) 	
      If after the Initial Advance of the Loan, the Borrower or
      any of its Subsidiaries sell or otherwise dispose of any assets outside of
      the ordinary course of business, close one or more equity or debt
      financings, the Borrower will pay or cause to be paid to the Lender all
      proceeds from such sale, disposition or financing, net of legal fees,
      financing fees and any other actual out-of-pocket costs incurred by the
      Borrower in connection with such sale or financing, up to the full amount
      of the Outstanding Balance, to be applied on account of the Loan, after
      settlement of any amounts outstanding under the Quest Capital Corp. loan
      agreement.

	 	 	 	 
		(d) 	
      The Borrower may prepay the Loan or the Outstanding
      Balance in respect of the Advance, in either case in whole at any time
      before maturity, without notice or penalty, provided that such prepayment
      is made on the last Business Day of the calendar month and the Borrower
      has provided to a Lender not less than ten (10) Business Days’ prior
      written notice of its intention to prepay the Loan, after settlement of
      any amounts outstanding under the Quest Capital Corp. loan
    agreement.







- 3 -

	5. 	
      Interest. Interest will accrue on the Outstanding
      Balance from the date of advance at the rate of twenty percent (20%) per
      annum, calculated daily and compounded quarterly, and be payable by the
      Borrower to the Lender on the Repayment Date. Interest payable shall be
      payable in the form of common shares in the capital of the Borrower (the
      "Interest Payment Shares"), based upon the 10 day average closing price of
      the Borrower's common shares through the facilities of the Exchange
      immediately preceding such Repayment Date, less a 10% discount. Interest
      payable after maturity, default and judgment, if any, shall be payable to
      the Lender by certified cheque or bank draft. The Interest Payment Shares
      shall be subject to applicable resale restrictions Canadian securities
      legislation.

	 	 	 
	6. 	
      Security. As security for the repayment of the
      Loan the Borrower will execute and deliver to the Lender a promissory
      note, in the form attached as Schedule "A" hereto (the "Note"), together
      with personal guarantees provided by David Copeland, Ron Thiessen, Jeffrey
      Mason and Scott Cousens in the forms attached as Schedule “B” hereto, all
      in form and terms satisfactory to the Lender and its counsel (the
      "Security"). The Loan is otherwise unsecured and acknowledged by the
      Lender to be subordinate to prior ranking indebtedness owed by the
      Borrower.

	 	 	 
	7. 	
      Conditions Precedent to Advance. As conditions
      precedent to the Advance under the Loan by the Lender:

	 	 	 
		
      (a) 
	the Borrower will have:
	 	 	 
			
      (i) 
	executed and delivered or caused to be executed and
      delivered the promissory note referred to above ;
	 	 	 
			
      (ii) 
	received approval from the Exchange for the transactions
      contemplated herein, including the issuance of the Interest Payment Shares
      in respect of interest payments due or coming due hereunder; and
	 	 	 
			
      (iii) 
	delivered a certified copy of its and each relevant
      Subsidiary’s directors' resolutions authorizing the borrowing of the Loan,
      the grant of the Security and the execution and delivery of this Agreement
      and all agreements, documents and instruments referred to herein, together
      with an officer's certificate, certifying certain factual matters.
	 	 	 
			
      all in form and terms satisfactory to the Lender and its
      counsel;

	 	 	 
		(b)	
       the representations and warranties of the Borrower
      contained in paragraph 8 will be true and correct in all material respects
      and the Borrower will have complied with all covenants required to be
      complied with by it prior to the Initial Advance under the Loan by the
      Lender;

	 	 	 
		(c) 	
      there shall have been no adverse material change in the
      business, operations, assets or ownership of the Borrower or any of its
      Subsidiaries since the date of the Term Sheet;

	 	 	 
		(d) 	
      the Lender will have received the approval of its Board
      of Directors and completed and, in its sole and absolute discretion, be
      satisfied with its due diligence review of the Borrower and its
      Subsidiaries; and







- 4 -

	 	(e) 	
      the Lender will, in its sole and absolute discretion, be
      satisfied as to the creditworthiness of the Borrower and its Subsidiaries
      and the adequacy of the collateral security contemplated
  herein.



If any of the foregoing conditions precedent are not satisfied
or waived by the Lender in writing on or before January 26, 2007, this Agreement
will terminate, and the Lender will be under no further obligation to the
Borrower in connection with the transaction contemplated herein.

	8. 	
      Representations and Warranties. The Borrower
      represents and warrants to the Lender as follows:

	 	 	 
		(a) 	
      the Borrower exist as a company under the Business
      Corporations Act (British Columbia), has not discontinued or been
      dissolved under that Act and is in good standing with respect to the
      filing of annual reports thereunder;

	 	 	 
		(b) 	
      each of N9C and N10C exist as a company under the laws of
      the Cayman Islands, has not discontinued or been dissolved under those
      laws, and is in good standing with respect to the filing of any reports
      thereunder;

	 	 	 
		(c) 	
      Rockwell Resources South Africa exists as a company under
      the laws of the Republic of South Africa, has not discontinued or been
      dissolved under those laws, and is in good standing with respect to the
      filing of any reports thereunder;

	 	 	 
		(d) 	
      each of the Borrower and its Subsidiaries has the power
      and authority to (i) carry on its businesses as now being conducted and is
      licensed or registered or otherwise qualified in all jurisdictions where
      in the nature of its assets or the business transacted makes such
      licensing, registration or qualification necessary, (ii) acquire, own,
      hold, lease and mortgage or grant security in its assets including real
      property and personal property and (iii) enter into and perform its
      obligations under this Agreement and all other documents or instruments
      delivered hereunder;

	 	 	 
		(e) 	
      this Agreement and all ancillary instruments or documents
      issued, executed and delivered hereunder by the Borrower, has been duly
      authorized by all necessary action of the Borrower and each constitutes or
      will constitute a legal, valid and binding obligation of each, enforceable
      against the Borrower in accordance with their terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting the rights and remedies of creditors and to the general
      principles of equity;

	 	 	 
		(f) 	
      neither the Borrower nor any Subsidiary is in breach of
      or in default under any material obligation in respect of borrowed money
      and the execution and delivery of this Agreement and all ancillary
      instruments or documents issued and delivered hereunder or thereunder, and
      the performance of the terms hereof and thereof will not be, or result in,
      a material violation or breach of, or default under the Borrower's or any
      Subsidiary's constating documents, any law, any judgment, agreement or
      instrument to which they are a party or may be bound;

	 	 	 
		(g) 	
      no litigation or administrative proceedings before any
      court or governmental authority are presently ongoing, or have been
      threatened in writing received by the Borrower, or to the best of the
      Borrower's knowledge are pending, against the Borrower or any Subsidiary
      or any of their respective properties or assets or affecting any of
      their







- 5 -

	 		
      properties or assets which could have a material adverse
      effect on their business, properties or assets;

	 	 	 
	 	(h) 	
      the audited annual consolidated financial statements for
      Borrower for the fiscal year ended May 31, 2006 and the quarterly
      financial statements for the fiscal periods ended August 31, 2006 and
      November 30, 2006, including the respective management's discussion and
      analysis publicly disclosed in connection therewith (collectively, the
      "Financial Statements"), fairly present the financial affairs of Borrower
      and its Subsidiaries as of the date to which they are made, and have been
      prepared in accordance with Canadian generally accepted accounting
      principles, consistently applied; except as may be otherwise specified in
      such financial statements or the notes thereto;

	 	 	 
	 	(i) 	
      the Borrower is in compliance, in all material respects,
      with its continuous disclosure obligations under applicable securities
      laws and, without limiting the generality of the foregoing, there has been
      no adverse material change (actual, contemplated or threatened) in the
      property, assets, business or operations of the Borrower or any of its
      Subsidiaries since the date of release of the Financial Statements, other
      than as publicly disclosed in writing by the Borrower prior to the date of
      this Agreement;

	 	 	 
	 	(j) 	
      the Borrower and its Subsidiaries are the legal and
      beneficial owners of or have the right to acquire the interests in the
      properties, business and assets referred to in the information circulars,
      prospectuses, annual information forms, offering memoranda, financial
      statements, material change reports and news releases filed with the
      Exchange and the Securities Commissions in those jurisdictions in which
      the Borrower is a reporting issuer on or during the twelve (12) months
      preceding the date hereof (collectively, the "Public Record"), and any and
      all agreements pursuant to which the Company holds or will hold any such
      interest in property, business or assets are in good standing in all
      material respects under the applicable statutes and regulations of the
      jurisdictions in which they are situated;

	 	 	 
	 	(k) 	
      the Public Record is complete and accurate in all
      material respects and omits no facts, the omission of which makes the
      Public Record, or any particulars therein, misleading, misrepresentative
      or incorrect in any material respect;

	 	 	 
	 	(l) 	
      the Borrower and its Subsidiaries have conducted and are
      conducting their respective businesses in material compliance with all
      applicable laws, bylaws, rules and regulations of each jurisdiction in
      which their businesses are now carried on and hold all licenses,
      registrations, permits, consents or qualifications (whether governmental,
      regulatory or otherwise) required in order to enable their businesses to
      be carried on as now conducted or as proposed to be conducted, and all
      such licenses, registrations, permits, consents and qualifications are
      valid and subsisting and in good standing and neither the Borrower nor any
      Subsidiary has received any notice of proceedings relating to the
      revocation or modification of any such licenses, registrations, permits,
      consents or qualifications which, if the subject of an unfavourable
      decision, ruling or finding, would materially adversely affect the
      condition of such businesses, operations, condition (financial or
      otherwise) or income of the Borrower or any Subsidiary;

	 	 	 
	 	(m) 	
      no order ceasing or suspending trading in securities of
      the Borrower or prohibiting the sale of securities by the Borrower has
      been issued and no proceedings for this
purpose







- 6 -

	 		
      have been instituted or, to the best of the knowledge of
      the Borrower, are pending, contemplated or threatened;

	 	 	 
	 	(n) 	
      neither Canada Revenue Agency nor any other taxation
      authority has asserted or, to the best of the Borrower's knowledge, has
      threatened to assert any assessment, claim or liability for taxes due or
      to become due in connection with any review or examination of the tax
      returns of the Borrower or any Subsidiary filed for any year which would
      have material adverse effect on the assets, properties, business, results
      of operations, prospects or condition (financial or otherwise) of the
      Borrower or any Subsidiary;

	 	 	 
	 	(o) 	
      neither the Borrower nor any Subsidiary is a party to any
      material contract other than as disclosed in the Public Record;

	 	 	 
	 	(p) 	
      the Borrower is a reporting issuer (where such concept
      exists) under the Securities Acts of British Columbia, Alberta and
      Ontario, and is in compliance with its material obligations under those
      Acts and under the rules, regulations and policies of the Exchange, and
      will use its best efforts to maintain such status, without default, from
      the date hereof until repayment in full of the Loan to the
  Lender;

	 	 	 
	 	(q) 	
      as at the date of this Agreement, except as disclosed in
      the Financial Statements, in any filings within any governmental body or
      securities regulatory authority or to the Lender in writing and as
      contemplated by this Agreement, no holder of outstanding shares in the
      capital of the Borrower will be entitled to any pre-emptive or any similar
      rights to subscribe for any of the shares in the capital of the Borrower
      or other securities of the Borrower, and no rights, warrants or options to
      acquire, or instruments convertible into or exchangeable for any shares in
      the capital of the Borrower are outstanding;

	 	 	 
	 	(r) 	
      upon issuance, the Interest Payment Shares will be duly
      and validly issued as fully paid non-assessable common shares in the
      capital of the Borrower;

	 	 	 
	 	(s) 	
      except as disclosed on the Public Record, the Borrower
      has no direct or indirect subsidiary corporations;

	 	 	 
	 	(t) 	
      except as disclosed to the Lender in writing prior to the
      date of this Agreement, the Borrower and all Subsidiaries own their
      respective business, operations and assets, as more particularly described
      in the Public Record, and hold good title thereto, free and clear of all
      liens, claims or encumbrances whatsoever;

	 	 	 
	 	(u) 	
      all factual information previously or contemporaneously
      furnished to the Lender by or on behalf of the Borrower for purposes of or
      in connection with this Agreement or any transaction contemplated hereby,
      is true and accurate in every material respect and such information is not
      incomplete by the omission of any material fact necessary to make such
      information not misleading;

	 	 	 
	 	(v) 	
      the Borrower and each Subsidiary is solvent and is
      generally able to pay its debts as they come due and will be able to do so
      after giving effect to the transactions contemplated in this Agreement;
      and



 

	 	(w) 	
      the chief executive, principal place of business and
      place where the Borrower and each Subsidiary keep their books and records
      is located at Suite 1020, 800 West Pender Street, Vancouver, BC V6C
      2V6.







- 7 -

	9. 	
      Positive Covenants of the Borrower. The Borrower
      covenants and agrees that so long as any monies will be outstanding under
      this Agreement, it will:

	 	 	 
		(a) 	
      at all times maintain its corporate existence and the
      corporate existence of all of its Subsidiaries;

	 	 	 
		(b) 	
      duly perform its obligations under this Agreement and all
      other agreements and instruments executed and delivered hereunder or
      thereunder;

	 	 	 
		(c) 	
      promptly pay when due all agency or finders' fees
      incurred by the Borrower that are payable in connection with the Loan or
      this Agreement and indemnify and save harmless the Lender from all claims
      in respect of any such fees;

	 	 	 
		(d) 	
      carry on and conduct its business in a proper
      business-like manner in accordance with good business practice and will
      keep or cause to be kept proper books of account in accordance with
      generally accepted accounting principles;

	 	 	 
		(e) 	
      at all times comply with all applicable laws, except such
      voluntary non-compliance as shall, in its good faith business judgment,
      not have a material adverse effect on the business of the Borrower or any
      Subsidiary, taken as a whole;

	 	 	 
		(f) 	
      pay and discharge promptly when due, all taxes,
      assessments and other governmental charges or levies imposed upon it or
      upon its properties or assets or upon any part thereof, as well as all
      claims of any kind (including claims for labour, materials and supplies)
      which, if unpaid, would by law become a lien, charge, trust or other
      claims upon any such properties or assets, provided however that the
      Borrower shall not be required to pay any such tax, assessment, charge or
      levy or claim if the amount, applicability or validity thereof shall
      currently be contested in good faith by appropriate proceedings and if the
      Borrower shall have set aside on its books the reserve the extent required
      by generally accepted accounting principles in an amount which is
      reasonably adequate with respect thereto;

	 	 	 
		(g) 	
      furnish and give to the Lender within three (3) Business
      Days of filing on SEDAR copies of all documents or instruments publicly
      filed by the Borrower on SEDAR, together with such other reports,
      certificates, updated financial statements, including monthly internal
      financial and operational reports and documents and such other information
      with respect to the Borrower or the Subsidiaries as the Lender may request
      from time to time during the term of this Agreement;

	 	 	 
		(h) 	
      provide the Lender with written notice of any proposed
      financing made by or to the Borrower concurrently with, but not prior to,
      public disclosure of such financing;

	 	 	 
		(i) 	
      furnish and give to the Lender (if such is the case)
      notice that an Event of Default has occurred and, if applicable, is
      continuing or notice in respect of any event which would constitute an
      Event of Default hereunder and specifying the nature of same;
and

	 	 	 
		(j) 	
      perform and do all such acts and things as are necessary
      to perfect and maintain the security provided to the Lender pursuant to
      this Agreement.







- 8 -

	10. 	
      Negative Covenants of the Borrower. The Borrower
      covenants and agrees with the Lender that the Borrower will not without
      first obtaining the written consent of the Lender:

	 	 	 
		(a) 	
      except as set forth in subparagraph (g) hereof or as
      contemplated in connection with the concurrent loan arrangements being
      undertaken by the Company with Quest Capital Corp., make, give, create or
      permit or attempt to make, give or create any mortgage, charge, lien or
      encumbrance over any assets of the Borrower or any Subsidiary (but greater
      certainty, the existing charges are acceptable to the Lender);

	 	 	 
		(b) 	
      change the name of the Borrower or any
  Subsidiary;

	 	 	 
		(c) 	
      allot and issue any new shares of any
  Subsidiary;

	 	 	 
		(d) 	
      in respect of itself or any Subsidiary, declare or
      provide for any dividends or other payments based on share
  capital;

	 	 	 
		(e) 	
      redeem or purchase any of its shares or the shares of any
      Subsidiary;

	 	 	 
		(f) 	
      make any sale of or dispose of any substantial or
      material part of its business, assets or undertaking, or that of any
      Subsidiary, including its interest in the shares or assets of any
      Subsidiary outside of the ordinary course of business;

	 	 	 
		(g) 	
      save and except for purchase money security interests,
      chattel mortgages, equipment leases entered into in the ordinary course of
      business, and inter-company loans between the Borrower and any of its
      Subsidiaries, borrow or cause any Subsidiary to borrow money from any
      person other than the Lender without first obtaining and delivering to the
      Lender a duly signed assignment and postponement of claim by such person
      in favour of the Lender, in form and terms satisfactory to the
    Lender;

	 	 	 
		(h) 	
      in respect of itself or any Subsidiary, pay out any
      shareholders loans or other indebtedness to non-arm's length parties;
      or

	 	 	 
		(i) 	
      in respect of itself or any Subsidiary, guarantee the
      obligations of any other person, directly or indirectly.

	 	 	 
	11. 	
      Events of Default. Each and every of the events
      set forth in this paragraph will be an event of default ("Event of
      Default"):

	 	 	 
		(a) 	
      if the Borrower fails to make any payment of principal or
      interest when due hereunder, and such failure continues for two (2)
      Business Days;

	 	 	 
		(b) 	
      if either the Borrower or any Subsidiary defaults in
      observing or performing any material term, covenant or condition of this
      Agreement or any other collateral document delivered hereunder or in
      connection with the Loan, other than the payment of monies as provided for
      in subparagraph (a) hereof, on its part to be observed or performed and
      such failure continues for five (5) Business Days;

	 	 	 
		(c) 	
      if the Borrower is in default of prescribed filings with
      applicable securities regulatory authorities, the stock exchange or market
      on which its shares trade (collectively, the







- 9 -

	 		
      "Authorities"), or is subject to any suspension in excess
      of two (2) trading days or cease trade order issued by any such
      Authority;

	 	 	 
	 	(d) 	
      if any of the Borrower's representations, warranties or
      other statements in this Agreement or any other collateral document
      delivered hereunder or in connection with the Loan were at the time given
      false or misleading in any material respect;

	 	 	 
	 	(e) 	
      if the Borrower defaults, in any material respect, in
      observing or performing any term, covenant or condition of any debt
      instrument or obligation by which it is bound;

	 	 	 
	 	(f) 	
      if the Borrower permits any sum which has been admitted
      as due by the Borrower, or is not disputed to be due by it, and which
      forms or is capable of being made a charge upon any of the assets or
      undertaking of the Borrower to remain unpaid or not challenged for 30 days
      after proceedings have been taken to enforce the same;

	 	 	 
	 	(g) 	
      if the Borrower, either directly or indirectly through
      any Subsidiary, ceases or threatens to cease to carry on
  business;

	 	 	 
	 	(h) 	
      if any order is made or issued by a competent regulatory
      authority prohibiting the trading in shares of the Borrower or if the
      Borrower's Common shares are suspended or de-listed from trading on any
      stock exchange;

	 	 	 
	 	(i) 	
      if, in the reasonable opinion of the Lender, an adverse
      material change occurs in the financial condition of the
  Borrower;

	 	 	 
	 	(j) 	
      if the Lender in good faith and on commercially
      reasonable grounds believes that the ability of the Borrower or any
      Subsidiary to pay any of the Outstanding Balance to the Lender or to
      perform any of the covenants contained in this Agreement or any other
      collateral agreement or other document is impaired or any security granted
      by the Borrower or any Subsidiary to the Lender is or is about to be
      impaired or in jeopardy;

	 	 	 
	 	(k) 	
      if the Borrower or any Subsidiary petitions or applies to
      any tribunal for the appointment of a trustee, receiver or liquidator or
      commences any proceedings under any bankruptcy, insolvency, readjustment
      of debt or liquidation law of any jurisdiction, whether now or hereafter
      in effect; or

	 	 	 
	 	(l) 	
      if any petition or application for appointment of a
      trustee, receiver or liquidator is filed, or any proceedings under any
      bankruptcy, insolvency, readjustment of debt or liquidation law are
      commenced, against the Borrower or any Subsidiary which is not opposed by
      the Borrower or any such Subsidiary in good faith, or an order, judgment
      or decree is entered appointing any such trustee, receiver, or liquidator,
      or approving the petition in any such
proceeding.




	12. 	
      Effect of Event of Default. If any one or more of
      the Events of Default occur or occurs and is or are continuing for a
      period of greater than 15 Business Days, the Lender may without limitation
      in respect of any other rights it may have in law or pursuant to this
      Agreement or any other document or instrument delivered hereunder, demand
      immediate payment of all monies owing
hereunder.







- 10 -

	13. 	
      Lender's Legal Fees. The Borrower will pay for the
      Lender's legal fees and other costs, charges and expenses (including due
      diligence expenses) of and incidental to the preparation, execution and
      completion of this Agreement and the security hereunder, as may be
      required by the Lender to complete this transaction, including in respect
      of any enforcement or collection process thereof. All amounts will be
      payable within 30 days of presentment of an invoice. If not paid within
      that time, such amount will be added to and form part of the principal
      amount of the Loan and shall accrue interest from such date as if it had
      been advanced by the Lender to the Borrower hereunder.

	 	 	 
	14. 	
      Indemnity. The Borrower agrees to indemnify and
      save harmless the Lender and each of its directors, officers, employees
      and agents from and against all liabilities, claims, losses, damages and
      reasonable costs and expenses in any way caused by or arising directly or
      indirectly from or in consequence of the occurrence of any Event of
      Default under this Agreement.

	 	 	 
	15. 	
      Notices. In this Agreement:

	 	 	 
		(a) 	
      any notice or communication required or permitted to be
      given under this Agreement will be in writing and will be considered to
      have been given if delivered by hand, transmitted by facsimile
      transmission or mailed by prepaid registered post to the address or
      facsimile transmission number of each party set out
  below:




	 	(i) 	if to the Lender: 	  
	 	  	  	  
	 	  	Amarc Resources Ltd. 
	 	 	Suite 1020-800 West
      Pender Street 
	 	  	Vancouver, BC 	V6C 3P1 
	 	  	  	  
	 	  	Attention: 	Bob Dickinson , Director 
	 	  	Fax No: 	(604) 684-8092 
	 	  	  	  
	 	(ii) 	if to the Borrower: 
	 	  	  	  
	 	  	Rockwell Ventures Inc. 
	 	 	Suite 1020, 800 West
      Pender Street 
	 	  	Vancouver, BC 	V6C 2V6 
	 	  	  	  
	 	  	Attention: 	David Copeland 
	 	  	Fax No: 	(604) 684 8092 


or to such other address or facsimile
transmission number as any party may designate in the manner set out above;
and

	 	(b) 	
      notice or communication will be considered to have been
      received:

	 	 	 	 
	 		(i) 	
      if delivered by hand during business hours on a Business
      Day, upon receipt by a responsible representative of the receiver, and if
      not delivered during business hours, upon the commencement of business on
      the next Business Day;

	 	 	 	 
	 		(ii) 	
      if sent by facsimile transmission during business hours
      on a Business Day, upon the sender receiving confirmation of the
      transmission, and if not transmitted







- 11 -

				during business hours, upon the commencement of business
      on the next Business Day; and
	 	 	 	 
			(iii) 	
      if mailed by prepaid registered post upon the fifth
      Business Day following posting; except that, in the case of a disruption
      or an impending or threatened disruption in postal services every notice
      or communication will be delivered by hand or sent by facsimile
      transmission.

	 	 	 	 
	16. 	
      Assignment. The Borrower acknowledges and agrees
      that the Lender may assign all or part of the Loan, this Agreement and all
      collateral agreements, documents or instruments delivered hereunder to one
      or more assignees, free from any right of set-off or counterclaim or
      equity, subject only to the Lender's notification of such assignment or
      assignments being given in writing to the Borrower.

	 	 	 	 
	17. 	
      Agreement to Pay. Upon receipt of written notice
      and direction from the Lender, the Borrower covenants and agrees to make
      all payments of interest, principal and structuring fees due under this
      Agreement to the Lender and any assignee, pro rata in accordance with
      their respective proportionate interests in the Loan as set out in such
      written notice and direction, absent which all such payments may be made
      to the Lender.

	 	 	 	 
	18. 	
      Enurement. This Agreement will enure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and permitted assigns.

	 	 	 	 
	19. 	
      Waivers. No failure or delay on the Lender's part
      in exercising any power or right hereunder will operate as a waiver
      thereof.

	 	 	 	 
	20. 	
      Remedies are Cumulative. The Lender's rights and
      remedies hereunder are cumulative and not exclusive of any rights or
      remedies at law or in equity.

	 	 	 	 
	21. 	
      Time. Time is of the essence of this Agreement and
      all documents or instruments delivered hereunder.

	 	 	 	 
	22. 	
      Criminal Code Compliance. In this paragraph the
      terms "interest", "criminal rate" and "credit advanced" have the meanings
      ascribed to them in Section 347 of the Criminal Code (Canada) as amended
      from time to time. The Borrower and the Lender agree that, notwithstanding
      any agreement to the contrary, no interest on the Loan or the credit
      advanced by the Lender under this Agreement will be payable in excess of
      that permitted under the laws of Canada. If the effective rate of
      interest, calculated in accordance with generally accepted actuarial
      practices and principles, would exceed the criminal rate on the credit
      advanced, then:

	 	 	 	 
		(a) 	
      the elements of return which fall within the term
      "interest" will be reduced to the extent necessary to eliminate such
      excess;

	 	 	 	 
		(b) 	
      any remaining excess that has been paid will be credited
      towards prepayment of the Loan; and

	 	 	 	 
		(c) 	
      any overpayment that may remain after such crediting will
      be returned forthwith to the Borrower upon demand, and, in the event of
      dispute, a Fellow of the Canadian Institute of Actuaries appointed by the
      Lender will perform the relevant calculations and determine the
      reductions, modifications and credits necessary to effect the foregoing
      and







- 12 -

the same will be conclusive and binding on the parties. This
Agreement, the Note and all related agreements and documents will automatically
be modified to reflect such modifications without the necessity of any further
act or deed of the Borrower and the Lender to give effect to them.

	23. 	
      Invalidity. If at any time any one or more of the
      provisions hereof is or becomes invalid, illegal or unenforceable in any
      respect under any law, the validity, legality and enforceability of the
      remaining provisions hereof will not in any way be affected or impaired
      thereby to the fullest extent possible by law.

	 	 
	24. 	
      Governing Laws. This Agreement will be governed by
      and interpreted in accordance with the laws of the Province of British
      Columbia and the laws of Canada applicable therein. The Borrower submits
      to the non-exclusive jurisdiction of the Courts of the Province of British
      Columbia and agrees to be bound by any suit, action or proceeding
      commenced in such Courts and by any order or judgment resulting from such
      suit, action or proceeding, but the foregoing will in no way limit the
      right of the Lender to commence suits, actions or proceedings based on
      this Agreement in any jurisdiction it may deem appropriate.

	 	 
	25. 	
      Amendment. This Agreement supersedes the Term
      Sheet and all prior agreements and discussions between the parties with
      respect to the subject matter set forth herein. This Agreement may be
      varied or amended only by or pursuant to an agreement in writing signed by
      the parties hereto.

	 	 
	26. 	
      Schedules. All Schedules attached hereto will be
      deemed fully a part of this Agreement.

	 	 
	27. 	
      Currency. All references herein to "dollars" or
      "$" are to Canadian dollars, unless otherwise indicated.

	 	 
	28. 	
      Counterparts. This Agreement may be signed in one
      or more counterparts, originally or by facsimile, each such counterpart
      taken together will form one and the same
agreement.



TO EVIDENCE THEIR AGREEMENT each of the parties has executed
this Agreement on the date first above written.

	AMARC RESOURCES LTD. 	 
	 	 
	Per: 	 
	 	 
	Authorized Signatory 	 
	 	 
	 	 
	ROCKWELL VENTURES INC. 	 
	 	 
	Per: 	 
	 	 
	Authorized Signatory 	 






SCHEDULE "A"

PROMISSORY NOTE

Principal Amount: Cdn$5,500,000

For value received, ROCKWELL VENTURES INC. (the "Borrower")
hereby promises to pay TO AMARC RESOURCES LTD. (the "Lender") the principal sum
of FIVE MILLION FIVE HUNDRED THOUSAND CANADIAN DOLLARS (Cdn.$5,500,000) on the
earlier of:

	 	(a) 	
      April 26, 2007 (the “Repayment Date”);

	 	 	 
	 	(b) 	
      any change of control of the Borrower ("control" being
      defined as ownership of or control of direction over, directly or
      indirectly, 20% or more of the outstanding voting securities of the
      Borrower); and

	 	 	 
	 	(c) 	
      the occurrence of an Event of Default (as defined in the
      Loan Agreement between the Borrower and the Lender dated for reference
      January 26, 2007),



together with interest accruing on the outstanding principal
amount from the date hereof at a rate of TWENTY PERCENT (20%) per annum payable
by the Borrower to the Lender on the Repayment Date. Interest payable at the
Lender’s election in the form of common shares in the capital of the Borrower
(the "Interest Payment Shares"), based upon the 10 day average closing price of
the Borrower's common shares through the facilities of the Exchange, less a 10%
discount, immediately prior to such Repayment Date. Interest payable after
maturity, default and judgment, if any, shall be payable to the Lender by
certified cheque or bank draft. The Interest Payment Shares shall be subject to
applicable resale restrictions Canadian securities legislation..

The undersigned is entitled to prepay this promissory note, in
whole or in part, without notice or penalty. The undersigned waives demand and
presentment for payment, notice of non-payment, protest, notice of protest and
notice of dishonour. This promissory note will be governed by and construed in
accordance with the laws of British Columbia and the federal laws of Canada
applicable therein. In this promissory note, "Business Day" means a day which is
not a Saturday, Sunday or a statutory holiday in British Columbia.

Dated: January 26, 2007.

ROCKWELL VENTURES INC.

Per:

	Authorized Signatory