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MINERAL PROPERTIES TRANSFER AGREEMENT

THIS AGREEMENT made November 15, 2001

AMONG:

| | HUNTER DICKINSON GROUP INC.
      (HDG)
| | -----------------------------------------

AND:

| | ROCKWELL VENTURES INC.
      (Rockwell)
| | -----------------------------------------

AND:

| | AMARC RESOURCES LTD.
      (Amarc)
| | ------------------------------------

WHEREAS Rockwell has agreed to quitclaim any indirect interest in a certain mineral property and hence is seeking a new property interest;

AND WHEREAS HDG has agreed to assign to Amarc a Mexican exploration concession known as Inde and has also agreed to assign to Rockwell an option acquired by HDG from Falconbridge this option respecting the right to earn a 60% interest in the
Haut Plateau mineral prospect in Quebec;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and premises contained herein the parties do hereby agree each with the other that:

1.          RESPECTING
  ROCKWELLS QUITCLAIM

Rockwell to Receive Amarc Warrants for Quitclaim

(a)          In consideration
  of Rockwells previous involvement with Precious Exploration Limited Partnership
  (PELP) and the Fox River Project and its activities in connection
  with the exploration programs related thereto, Amarc hereby agrees to grant
  to Rockwell warrants in its capital stock contingent on achievement by PELP
  of the expenditure milestones contemplated by the Falconbridge Option respecting
  the Fox River Project. Amarc shall allot and issue an aggregate of up to 1 million
  Amarc common share purchase warrants in its capital stock on the basis that
  warrants to purchase 200,000 common shares of Amarc for a 2-year period at a
  price of $1.00 shall be issued to Rockwell on closing and thereafter each $2.5
  million of project expenditures on the Fox River Project (after expenditures
  to date) shall result in the further

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issuance of an additional 200,000 warrants priced at the higher of $0.25 exercise price per share higher than the previous allotment of such warrants and the prevailing five-day average market price at the time PELP or any third party completes the
required expenditures as long as Amarc has some interest direct or indirect in the Fox River Project. Rockwell hereby quitclaims any interest or claim it may have had or may assert in PELP or the Fox River Project.

Cancellation of Warrants

(b)          HDG
  acknowledges that Canadian Venture Exchange (CDNX) acceptance for
  the proposed issuance to it of two million common shares purchase warrants of
  Rockwell in connection with Rockwells intended participation in PELP and
  which were to be exercisable at $0.40 for a two-year period was not received
  from prior to the date of this agreement and HDG accordingly acknowledges the
  termination of Rockwells obligation to issue such share purchase warrants
  and releases Rockwell from any claim in respect thereof.

2.          RESPECTING
  THE HAUT PLATEAU PROPERTY

Transfer of Haut Plateau Option

(a)          HDG
  hereby agrees to transfer and assign over to Rockwell HDGs rights pursuant
  to a separate agreement with Falconbridge respecting the Haut Plateau Property,
  Quebec, more particularly set forth in the letter agreement forming Schedule
  A hereto. Rockwell hereby agrees to accept the assignment of the
  Haut Plateau Option on the terms and conditions herein set forth.

Nominal Assignment Consideration

(b)          In consideration
  of the assignment of the Haut Plateau Option, Rockwell hereby agrees to pay
  HDG $1.00 plus any out-of-pocket costs incurred in connection therewith.

3.          ASSIGNMENT
  OF INDE OPTION

Transfer of Inde Concession

(a)          Subject
  to the completion of the transactions contemplated by §1 and §2 hereof,
  HDG does hereby agree to assign and transfer over to Amarc an option to acquire
  the Inde mineral concession more particularly described in the agreement attached
  hereto as Schedule B.

Assignment Consideration

(b)          In consideration
  of the assignment of the Inde Option, Amarc hereby agrees to pay HDG $1.00,
  plus HDGs costs to the date of the Closing of approximately US$475,000.

4.          CLOSING

Closing Date

(a)          Closing
  of the transactions contemplated hereby shall occur on the second business day
  after acceptance of the CDNX to the transactions contemplated hereby. If closing
  does not occur within 90 days of the date of execution of this agreement, the
  obligations of any party may be terminated upon notice to the other parties.

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Closing Deliveries

(b)          At closing,
  each of the parties shall execute such assignments, conveyances and the like
  as may be reasonably required by a party hereto to complete the transactions
  contemplated hereby. Each of the parties shall also deliver evidence of its
  respective CDNX approval, a certified copy of the resolution of its board of
  directors authorizing the completion of the transaction contemplated hereby
  and any third party consents to the transfers including any necessary consents
  of Falconbridge.

Inspection of Records

(c)          From
  the date of execution hereof until completion or termination of this agreement,
  each of the parties agrees to afford the other access to its financial and exploration
  records for purposes of completing any necessary reconciliation, due diligence
  and other matters reasonably necessary or preparatory for closing.

Closing Indemnities, Certificates, etc.

(d)          On closing,
  each of the parties shall provide the other with a registrable quitclaim or
  release of such partys interest in any property assigned hereunder except
  for any retained interest as contemplated hereby. In addition, there shall be
  a release of any claim for securities respecting any prior agreements and each
  assigning party shall provide an indemnification of the assignee party with
  respect to any liabilities (inclusive of environmental) respecting its prior
  activities on any property and a certification that all amounts due and owing
  with respect to work conducted on the property have been fully discharged except
  where otherwise agreed by the parties.

5.          ADDITIONAL
  CLOSING MATTERS

Prior to Closing of the agreements contemplated hereby the parties will use
  reasonable commercial efforts to obtain:

(a)          The acceptance
  hereof by the Canadian Venture Exchange;

(b)          The necessary
  consents from Falconbridge.

Each of the parties will use all reasonable commercial efforts to see that
  the foregoing matters are fulfilled within 90 days of the date hereof providing
  that these items may be waived by agreement of the parties at any time.

6.          EFFECTIVE
  DATE

Notwithstanding a later date of the Closing, this Agreement is intended by
  the parties to be, and will be, effective from and as of the date hereof.

7.          GENERAL
  PROVISIONS

(a)          This
  Agreement has been made in accordance with the laws of the Province of British
  Columbia and shall be construed and enforced in accordance with the laws of
  that Province notwithstanding that the location of any property may be located
  outside of the Province of British Columbia.

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(b)          Each
  of the parties shall, without request for further consideration or undue delay,
  promptly do such further acts and execute such further deeds and documents as
  may be reasonably be required by a party to effect the terms hereof. Each of
  the parties shall use its best efforts to obtain the acceptance of the CDNX
  for the transactions contemplated hereby, as well as any necessary consents
  from Falconbridge.

(c)          This
  Agreement shall enure to the benefit of and shall be binding upon the parties
  hereto and their respective successors and assigns.

(d)          This
  Agreement may be assigned by any party upon notice to the other parties and
  subject to their consents such consents to be promptly considered and not unreasonably
  withheld.

(e)          Notices
  shall be given by any party to the other by hand delivery at 1020  800
  West Pender Street, Vancouver, British Columbia, Attention: The President.

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

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

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

| | AMARC RESOURCES LTD.
| | --------------------
| |                     
| | Per:                
| |                     
| |                     

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