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OPTION ASSIGNMENT AGREEMENT

THIS AGREEMENT is made the 6th of June, 2001

BETWEEN:

| | HUNTER DICKINSON GROUP INC., having an office at Suite 1020,
        800 West Pender Street, Vancouver, British Columbia, V6C 2V6
      (the Assignor)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

AND:

| | ROCKWELL VENTURES INC.,having an office at Suite 930, 800 West
        Pender Street, Vancouver, British Columbia, V6C 2V6
      (the Assignee)
| | -------------------------------------------------------------------------------------------------------------------------------------------------

WHEREAS:

(A)          By agreement
  dated March 8, 2001, the Assignor acquired an option from Falconbridge Limited
  to earn into its Fox River, Manitoba mineral prospect (the Option Agreement)
  which Option Agreement is attached hereto as Schedule A;

(B)          The Assignor
  has agreed to assign its right, title and interest in the Option Agreement to
  the Assignee in consideration of the reimbursement by the Assignee to the Assignor
  of all of the Assignors initial exploration and related expenses incurred
  with respect to the Option Agreement plus the allotment of warrants in the capital
  of the Assignee;

NOW THEREFORE THIS AGREEMENT WITNESSES:

1.          Assignment

Subject to the terms and conditions hereof, the Assignor hereby assigns absolutely to the Assignee all of its right, title and interest in the Option Agreement and the underlying mineral prospects to which it relates. Subject to the terms and
conditions hereof, the Assignee hereby accepts said assignment and assumes all liabilities and obligations with respect thereto and further agrees to indemnify and save harmless the Assignor from any costs, suit, demand, claim or the like as may
arise out of the Option Agreement from this date forward.

2.          Consideration
  for the Assignment

In consideration of the assignment of the Option Agreement, the Assignee hereby
  agrees to pay to the Assignor on the Closing Date (as defined below) the following:

| | (a) | reimbursement of all of the Assignors actual costs incurred with
      respect to the Option Agreement to the date hereof including due diligence,
      investigation and
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| |     | negotiation costs, cash advances made by Falconbridge for exploration
      purposes and a reasonable portion of overhead expenses related to such activities,
      all as more particularly described on Schedule B hereto; and                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                    
| | (b) | the allotment and issuance of 2,000,000 Common Share Purchase Warrants
      of the Assignor exercisable at a price of $0.40 each for a two-year term
      from the time of issuance on the Closing Date having an agreed value of
      $100,000.

3.           Representations
  of Assignor

The Assignor hereby represents to the Assignee as follows:

| | (a) | the Option Agreement is a valid and binding Option Agreement and the Assignor
      has the exclusive right to assign the Option Agreement to the Assignee free
      of encumbrances or third party interests;                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                
| | (b) | the Assignor is duly incorporated and validly existing under the laws
      of the Province of British Columbia and has taken all necessary corporate
      proceedings to execute and deliver this Assignment as a valid and binding
      agreement enforceable in accordance with its terms;
| |     |                                                                                                                                                                                                                                                                                                
| | (c) | the Assignor has provided to the Assignee all relevant information in
      its possession with respect to the Option Agreement, the underlying mineral
      prospect and the basis for the amount of costs referred to above and all
      information included herein is true and correct.  

4.           Representations
  of Assignee

The Assignee hereby represents to the Assignor that the Assignee is duly incorporated and validly existing under the laws of the Province of British Columbia and has all necessary corporate power and authority and has taken all necessary corporate
proceedings to execute and deliver this Agreement as a valid and binding agreement enforceable against the Assignee in accordance with its terms. Assignee further represents that its publicly disclosed information is materially correct.

5.           Regulatory
  Approval

The parties acknowledge that it is a condition to this Assignment being effective
  that the Assignee will have received the acceptance for filing of this Agreement
  by the Canadian Venture Exchange (CDNX) which the Assignee shall
  use all reasonable efforts to obtain immediately after execution hereof. Assignor
  shall provide any information reasonably requested by the CDNX in order for
  it to consider the Assignees application for acceptance hereof.

6.           Completion
  and Closing Date

| | (a) | Completion of the assignment contemplated by this Agreement shall occur
      on a date (the Closing Date) which shall be the second business
      day after CDNX acceptance
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| |     | hereof as contemplated by §5. The closing
      shall occur at 10:00 a.m. at the offices of the Assignor. At closing the
      Assignor shall deliver to Assignee:                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (b) | At the closing the Assignee shall deliver the
      following to the Assignor:                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (c) | If the Closing Date has not occurred by July
      31,2001 due to failure to obtain CDNX acceptance then either party may terminate
      this Agreement on 10 days written notice and unless such CDNX acceptance
      has occurred within the ensuing 10 days, this Agreement shall thereupon
      terminate without obligation on either party.

7.           Interim
  Covenants of the Parties

From the date first above-written until completion or termination of this
  Agreement, whichever shall first occur, the parties agree as follows:

| | (a) | any further expenditures made in connection with the Option Agreement
      shall be for the sole account of the Assignee and shall only be undertaken
      by the Assignor with the consent of the Assignee. If for any reason this
      Agreement terminates without completion, such costs shall not be recoverable
      from the Assignor;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (b) | the Assignor shall not effect any modifications to the Option Agreement
      nor authorize any further expenditures in relation to the underlying prospect
      without the express written consent of the Assignee which consent shall
      be in its sole discretion;                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (c) | any information publicly released by the Assignee with respect to the
      Option Agreement or the underlying prospect shall be approved by Assignor;                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                  
| | (d) | Assignor will forthwith give notice to Falconbridge Limited advising them
      of the existence and general terms of this Agreement and securing from the
      an acknowledgement that the assignment is pursuant to the Option Agreement
      in accordance with its terms;                                                                  

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| | (e) | Assignor will provide reasonable access to its property and financial
      records and related personnel with a view to assisting Assignee in an orderly
      assumption of activities pursuant to the Option Agreement; and                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (f) | the parties will work jointly towards arriving at a definitive and formal
      option and joint venture agreement with Falconbridge Limited as contemplated
      by the Option Agreement with a view to it being finalized concurrently with
      the completion on the Closing Date.

8.           General
  Provisions

| | (a) | This Agreement is made in British Columbia and shall be construed
      in accordance with the laws of that Province.                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | This Agreement may not be assigned by either party without
      the consent of the other party, such consent not to be unreasonably withheld.                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | Time shall be of the essence hereof.                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | Each of the parties shall, without delay or request for further
      consideration, execute and deliver to the other such further documents and
      assurances as may be reasonably required to effect the terms hereof and
      each of the parties shall use their good faith efforts to consummate the
      terms hereof and to obtain the necessary regulatory approval to which this
      Agreement is subject.

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

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

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

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