Filed by Automated Filing Services Inc. (604) 609-0244 - Farallon Resources Ltd. - Exhibit 4.01






GEOLOGICAL, MANAGEMENT AND
 ADMINISTRATION SERVICES
AGREEMENT

THIS AGREEMENT dated for reference the 31st day of
December, 1996

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:

FARALLON RESOURCES
LTD., a British Columbia company having a business office at
Suite 1020, 800 West Pender Street, Vancouver, British Columbia, V6C 2V6

(herein “Farallon”)

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) 	
      Farallon and HDI have agreed that HDI will provide the
      services more particularly described herein on the terms and conditions of
      this Agreement and that Farallon will assist HDI by requiring one of
      Farallon’ 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: 




ARTICLE I 

ADMINISTRATION SERVICES 

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

	 	 	 
		(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 Farallon 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 Farallon’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 	
      Farallon 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.



ARTICLE 2 

GEOLOGICAL AND MANAGEMENT SERVICES

	2.1 	
      In addition to the administration services, HDI shall
      supply technical, geological, management and corporate development
      services to Farallon on a non-exclusive and on an “as needed” and “as
      available” basis. HDI shall, at least annually, review the resource
      property portfolio of Farallon together with Farallon’s board of directors
      and such other independent consultants as Farallon 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 Farallon (which acceptance is in the sole discretion of
      Farallon) HDI shall generally carry out the program as the agent of
      Farallon and shall:

	 	 	 
		(a) 	
      retain and/or itself provide the necessary technical and
      support staff;

	 	 	 
		(b) 	
      negotiate third party service contracts and provide them
      to Farallon for execution or execute








	 	 	same as agent for Farallon. Such third party contracts
        shall generally include 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 and approved by Farallon; 

	 	 	 
		(c) 	 apply for necessary government exploration or work permits
        and licenses;

	 	 	 
		(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 Farallon;

	 	 	 
		(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 Farallon.

	 	 	 
	2.3 	For purposes of administration of any exploration
      program Farallon shall be deemed to be the operator of all of Farallon’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 Farallon. Except for overruns, significant
      variations (greater than 50%) in the planned programs shall require the
      prior approval of Farallon but the costs incurred with respect to such overruns
      and variations shall notwithstanding, be for the account of Farallon.


ARTICLE 3 

ADDITIONAL RIGHTS AND DUTIES OF HDI

	3.1 	
      Farallon 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 Farallon
      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 Farallon with third parties. The foregoing indemnity shall not
      apply to losses, claims or suits arising out of HDI’s negligence or
      willful 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 Farallon.

	 	 
	3.3 	 HDI shall take reasonable precautions to ensure that
        only authorized personnel of HDI and Farallon are provided with information
        respecting the business affairs, exploration results and properties of
        Farallon. 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 Farallon which is developed by or comes into the
        possession of HDI and that they are in a “special relationship”
        with Farallon as contemplated by securities legislation. HDI shall generally
        maintain confidentiality of Farallon’s affairs and shall take reasonable
        precautions to protect the integrity and security of information developed
        for Farallon. 








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

	 	 
	3.5 	 HDI shall not be obligated whatsoever to provide any
        information or advice to Farallon 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 Farallon
        under the terms of this Agreement. Farallon 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, Farallon acknowledges that HDI may receive
        unsolicited proposals and opportunities from sources wholly unrelated
        to Farallon or any of the other client companies of HDI and those opportunities
        are acknowledged by Farallon 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.



ARTICLE 4 

OTHER RIGHTS AND DUTIES OF FARALLON

	4.1 	
      So long as this Agreement is in effect Farallon shall
      require one of Farallon’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. Farallon 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 MDI 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”.

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

	 	 
	4.3 	
      HDI shall indemnify and save harmless Farallon 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 Farallon shall subscribe for a single
      common share of MDI for $1.00 and shall resell such share to HDI for $1.00
      on termination of this Agreement. Farallon shall in no event sell,
      transfer or otherwise dispose of or encumber such share during the
      currency of this Agreement. The







parties acknowledge that HDI 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. 

ARTICLE 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 Farallon (unless already legally committed to do so) without
      Farallon’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 Farallon. Notwithstanding any termination of this
      Agreement Farallon 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 Farallon 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 Farallon as may
      be in the possession of HDI although HDI may retain copies for its own
      records where reasonably required.



ARTICLE 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: /s/ Robert G. Hunter

FARALLON RESOURCES LTD.

Per: /s/ Jeffrey R. Mason 




SCHEDULE “A”

	Other Client Companies 	Nominee HDI Director 
	Amarc Resources Ltd. 	David Copeland 
	Anooraq Resources Corporation 	Scott Cousens 
	Farallon Resources Ltd. 	Jeffrey Mason 
	Pacific Sentinel Gold Corp. 	Robert Dickinson 
	Taseko Mines Limited 	Robert Hunter 
	Quartz Mountain Gold Corp. 	David Jennings 
	Consolidated North Coast Industries Ltd. 	Ron Thiessen 
	Casamiro Resource Corporation 	Ron Thiessen 
	Northern Dynasty Minerals Limited 	Bruce Youngman 
	Misty Mountain Gold Limited 	Jeffrey Mason 


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




SHARE SUBSCRIPTION

	TO: 	HUNTER DICKINSON INC. 
	  	1500 Royal Centre 
	 	 1055 West Georgia
    Street 
	  	P.O. Box 11117 
	  	Vancouver, British Columbia 
	  	V6E 4N7 
	  	  
	  	(the “Corporation”) 


The undersigned hereby subscribes for and agrees to take up and
pay for 1 Common share in the capital of the Corporation at the price of $1 and
tenders herewith $1 in full payment of the aggregate subscription price for such
share.

Dated December 31, 1996.

FARALLON RESOURCES LTD.

Per: /s/ Jeffrey R. Mason

Mailing Address: 
(including postal code)

1020 - 800 West Pender Street 
Vancouver, B.C., V6C 2V6




STOCK TRANSFER

The undersigned, for valuable consideration received, hereby
transfers to Hunter Dickinson Inc. (the “Transferee”) 1 Common
share in the authorized capital of Hunter Dickinson Inc. (the
“Corporation”) to hold unto the Transferee, and its successors and assigns,
subject to the Articles and By-laws of the Corporation. 

Dated December 31, 1996

FARALLON RESOURCES LTD.

Per: /s/ Jeffrey R. Mason