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GEOLOGICAL, MANAGEMENT AND
  ADMINISTRATION SERVICES AGREEMENT

THIS AGREEMENT dated for reference the 1st day of January 2001

BETWEEN:

| | HUNTER DICKINSON INC., a company incorporated under the federal
        laws of Canada having a registered office at Suite 1500, 1055 West Georgia
        Street, Vancouver, British Columbia, V6E 4N7
      (herein HDI)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OF THE FIRST PART

AND:

| | ROCKWELL VENTURES INC., a British Columbia company having a
        business office at Suite 1020, 800 West Pender Street, Vancouver, British
        Columbia, V6C 2V6
      (herein Rockwell)
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OF THE SECOND PART

WHEREAS:

(A)          HDI is a company
  established to provide geological, corporate development, administrative and
  management services for public companies involved in the acquisition and exploration
  of natural resource properties;

(B)          Rockwell and
  HDI have agreed that HDI will provide the services more particularly described
  herein on the terms and conditions of this Agreement and that Rockwell will
  assist HDI by requiring one of Rockwells directors to serve on the board
  of directors of HDI.

NOW THEREFORE in consideration of the premises and mutual covenants
  herein contained, the parties hereto agree as follows:

PART 1

ADMINISTRATION SERVICES

1.1          During
  the term of this Agreement HDI shall provide Rockwell and/or Rockwells
  affiliates with the following administration services:

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| | (a) | use of HDIs business premises located at Suite 1020,
      800 West Pender Street, Vancouver, British Columbia, on a non-exclusive
      basis with access to the reception area, the boardroom and other offices
      as available and agreed to from time to time;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                       
| | (b) | use of HDIs reception and telephone answering personnel;                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                       
| | (c) | reasonable use of office equipment including telephone systems,
      photocopying, telecopier and computers, and other equipment as required;                                                                                                                        
| |     |                                                                                                                                                                                                                                                                       
| | (d) | administration service personnel including accounting, purchasing,
      secretarial and like support staff on an as needed and as
      available basis.                                                                                                         

1.2          The administration
  fee payable by Rockwell to HDI for the administration services shall be invoiced
  by HDI on a monthly basis based on a fee which represents a full cost-recovery
  basis to HDI and which fee will be reasonably described in the invoice. The
  fee shall represent a reasonable pro-rationing of HDIs costs amongst all
  its client companies with regard to the level of service requirements of each
  such company. The fee will be reviewed from time to time and the basis may be
  changed on notice by HDI in the event Rockwells use of the administration
  services is in excess of historical experience or HDIs costs change or
  in the event a greater or lesser number of other public companies are using
  HDIs services.

1.3          Rockwell acknowledges
  that HDI has or intends to enter into substantially identical agreements with
  other public companies and HDI may add, delete or vary such arrangements with
  such other companies in HDIs sole discretion. As of the date hereof such
  other companies are more particularly described on Schedule A hereto.

PART 2

GEOLOGICAL AND MANAGEMENT SERVICES

2.1          In addition
  to the administration services, HDI shall supply technical, geological, management
  and corporate development services to Rockwell on a non-exclusive and on an
  as needed and as available basis. HDI shall, at least
  annually, review the resource property portfolio of Rockwell together with Rockwells
  board of directors and such other independent consultants as Rockwell desires
  to involve with a view to recommending and implementing programs of exploration.

2.2          Such recommendations
  shall be accompanied by reasonable details of programs including scheduling,
  description of activities and related budgets. Upon acceptance (with or without
  variations) of such recommendations by Rockwell (which acceptance is in the
  sole discretion of Rockwell) HDI shall generally carry out the program as the
  agent of Rockwell and shall:

| | (a) | retain and/or itself provide the necessary technical and
      support staff;                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                         
| | (b) | negotiate third party service contracts and provide them
      to Rockwell for execution or execute same as agent for Rockwell. Such third
      party contracts shall generally include

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| |     | geophysical and geochemical surveys, sampling, line cutting,
      diamond drilling, engineering, environmental, independent analyses and reporting
      and such other work as has been recommended by HDI or approved by Rockwell;                  
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                        
| | (c) | apply for necessary government exploration or work permits
      and licences;                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                        
| | (d) | provide field staff to supervise and oversee the work of
      HDI staff and other contractors and subcontractors;                                                                                                                                     
| |     |                                                                                                                                                                                                                                                        
| | (e) | obtain insurance and assist in making application and relevant
      filings pertaining to the maintenance of titles to the property as well
      as filing of assessment work respecting exploration work carried out and
      paid for by Rockwell;
| |     |                                                                                                                                                                                                                                                        
| | (f) | general administration of the exploration program including
      accounting, payment of third party invoices and reporting thereon; and                                                                                                               
| |     |                                                                                                                                                                                                                                                        
| | (g) | provide assistance with corporate awareness programs regarding
      Rockwell.                                                                                                                                                                         

2.3          For purposes
  of administration of any exploration program Rockwell shall be deemed to be
  the operator of all of Rockwells joint venture agreements and HDIs
  function shall be as general advisor and agent.

2.4          The fee to
  HDI for the above technical services shall be included with and agreed as part
  of budgets which are provided to and subject to the approval of Rockwell. Except
  for overruns, significant variations (greater than 50%) in the planned programs
  shall require the prior approval of Rockwell but the costs incurred with respect
  to such overruns and variations shall notwithstanding, be for the account of
  Rockwell.

PART 3

ADDITIONAL RIGHTS AND DUTIES OF HDI

3.1          Rockwell agrees
  to indemnify and hold harmless HDI (and any subsidiary), their officers, directors,
  employees and agents, from any and all claims, suits or demands arising out
  of the performance of HDI hereunder. Without restricting the generality of the
  foregoing Rockwell agrees to promptly pay HDI invoices and to advance funds
  against written cash calls wherever reasonably required by HDI to pay for or
  secure services, to secure equipment, contractors, deposits and the like and
  to honour all agreements which HDI enters into in good faith as agent on behalf
  of Rockwell with third parties. The foregoing indemnity shall not apply to losses,
  claims or suits arising out of HDIs negligence or wilful misconduct.

3.2          HDI agrees
  to carry out its advisory, administrative and operating activities hereunder
  in a competent and workmanlike manner, in good faith with a view to the best
  interests of Rockwell.

3.3          HDI shall take
  reasonable precautions to ensure that only authorized personnel of HDI and Rockwell
  are provided with information respecting the business affairs, exploration

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results and properties of Rockwell. HDI shall limit access to information respecting exploration developments to its own staff on a need-to-know basis and shall ensure that its personnel acknowledge the need to protect confidentiality of information
respecting Rockwell which is developed by or comes into the possession of HDI and that they are in a special relationship with Rockwell as contemplated by securities legislation. HDI shall generally maintain confidentiality of
Rockwells affairs and shall take reasonable precautions to protect the integrity and security of information developed for Rockwell.

3.4          HDI shall not
  compete with Rockwell and will not endeavour to acquire any interest in any
  property of Rockwell or related to or which can reasonably be said to be derived
  from any property of Rockwell, without the prior written consent of Rockwell
  which consent shall be in Rockwells sole discretion.

3.5          HDI shall not
  be obligated whatsoever to provide any information or advice to Rockwell respecting
  resource property prospects and opportunities which come to the attention of
  HDI personnel unless such prospects and opportunities can be clearly demonstrated
  to be presented primarily as a result of the provision of services by HDI to
  Rockwell under the terms of this Agreement. Rockwell acknowledges that HDI is
  entering into substantially identical agreements with other resource companies
  and as a consequence HDI will be exposed to resources property opportunities
  in the ordinary course and may receive resource property prospects and opportunities
  as a consequence of services to such other resource companies in the ordinary
  course. As well, Rockwell acknowledges that HDI may receive unsolicited proposals
  and opportunities from sources wholly unrelated to Rockwell or any of the other
  client companies of HDI and those opportunities are acknowledged by Rockwell
  to be the sole property of HDI.

3.6          HDI may be
  retained by other client companies or terminate its relationship with any client
  company in its sole discretion and without notice to any client company.

PART 4

OTHER RIGHTS AND DUTIES OF ROCKWELL

4.1          So long as
  this Agreement is in effect Rockwell shall require one of Rockwells directors
  to be a director of HDI who shall by virtue of such appointment have the right
  to review all aspects of HDIs operations. Rockwell shall obtain an agreement
  from such nominee director that he shall not seek confidential information respecting
  any other client company of HDI (unless such director is also a director of
  such other client company) and shall in any event maintain appropriate confidentiality
  with respect to any HDI information provided to or obtained by such director
  and particularly with respect to any other client company or where such information
  about another client company or its exploration prospects is inadvertently acquired
  by the director. Such nominee shall further agree to promptly resign from the
  board of HDI in the event this Agreement is terminated for any reason. Such
  nominee shall not use any information acquired by virtue of his directorship
  in HDI for the purpose of competing with HDI or competing with any other client
  company of HDI. Such nominee shall be in a special relationship
  with any other client company of which he is not already an insider.

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4.2          Any authorized
  representative of Rockwell shall at all reasonable times have full access to
  all of the records or information of HDI pertaining to the affairs of Rockwell.
  Such access shall be extended to the auditors and other professional advisors
  of Rockwell.

4.3          HDI shall indemnify
  and save harmless Rockwell from any claim, suit or demand which may arise by
  virtue of any improper act or gross negligence of HDI occurring as a result
  of the performance by HDI of this Agreement.

4.4          On execution
  hereof Rockwell shall subscribe for a single common share of HDI for $1.00 and
  shall resell such share to HDI for $1.00 on termination of this Agreement. Rockwell
  shall in no event sell, transfer or otherwise dispose of or encumber such share
  during the currency of this Agreement. The parties acknowledge that Rockwell
  shall be owned by its client companies and that each client company shall own
  one common share of HDI and that HDI shall not allow any other person to subscribe
  or be issued shares in HDI nor will HDI otherwise authorize, create or issue
  any other shares or any other securities in its capital stock without the consent
  of all of its client companies.

PART 5

TERMINATION

5.1          This Agreement
  may be terminated by either party hereto on 30 days written notice to the other
  party. From the date of notice to the date of termination, HDI shall not enter
  into any new arrangements on behalf of Rockwell (unless already legally committed
  to do so) without Rockwells prior consent.

5.2          In the event
  of termination during the course of implementation of any exploration or other
  program the parties shall negotiate in good faith to minimize any interruption
  of such program and to ensure that the costs related thereto are properly accounted
  for and duly discharged by Rockwell. Notwithstanding any termination of this
  Agreement Rockwell shall continue to be bound by any agreements contracted for
  on its behalf by HDI prior to termination.

5.3          The confidentiality
  and non-competition provisions of this Agreement shall survive any termination
  of this Agreement and continue in full force and effect for three years thereafter.

5.4          Upon termination
  hereof Rockwell shall cease to use the HDI premises, phone number, etc. and
  shall make arrangements for the orderly transition of administrative and accounting
  responsibilities by advice letter to HDI. HDI shall turn over all business,
  technical, and like records pertaining to the affairs and properties of Rockwell
  as may be in the possession of HDI although HDI may retain copies for its own
  records where reasonably required.

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PART 6

MISCELLANEOUS

6.1          This Agreement
  is not assignable by the parties and any purported assignment thereof is void
  ab initio.

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

6.3          This Agreement
  shall be construed in accordance with the laws of the province of British Columbia
  and the parties agree to attorn to such jurisdiction in the event of a dispute
  hereunder.

6.4          Notices shall
  be considered effectively given hereunder when personally delivered to a party
  by personal service or by fax, in each case addressed to the President.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed
  as of the date and year first above written.

| | HUNTER DICKINSON INC.
| | ---------------------
| |                      
| | Per:                 
| |                      
| |                      

| | ROCKWELL VENTURES INC.
| | ----------------------
| |                       
| | Per:                  
| |                       
| |                       

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SCHEDULE A

|Other Client Companies            | Nominee HDI Director
|--------------------------------- | --------------------
|Amarc Resources Ltd.              | David Copeland      
|Anooraq Resources Corporation     | Scott Cousens       
|Farallon Resources Ltd.           | Jeffrey Mason       
|Great Basin Gold Ltd.             | Robert Dickinson    
|Taseko Mines Limited              | Robert Hunter       
|Quartz Mountain Gold Corp.        | David Jennings      
|Casamiro Resource Corporation     | Ron Thiessen        
|Northern Dynasty Minerals Limited | Bruce Youngman      
|Misty Mountain Gold Limited       | Jeffrey Mason       
|Rockwell Ventures Inc.            | Jeffrey R. Mason    

(The foregoing Schedule is subject to change from time to time.)

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