indegoldagr





 INDE GOLD PROJECT

 OPTION AGREEMENT


THIS AGREEMENT is made as of the 7th day of November, 2003,

BETWEEN:


  
    
      
         AMARC EXPLORACIONES MINERAS, S.A. de C.V., a company incorporated
          under the laws of Mexico 

        (hereinafter called "Amarc")

      

    

  



 OF THE FIRST PART

AND:


  
    
      
         BUGAMBILIAS, S.A. de C.V., a company incorporated under the
          laws of Mexico 

         (hereinafter called "Bugambilias")

      

    

  



 OF THE SECOND PART

 WHEREAS Amarc has been granted an option to purchase certain mineral
  interests located in Mexico (the "Properties") and has agreed to grant an option
  to Bugambilias to earn an interest in Amarc's rights and interests in the Properties
  on the terms and conditions hereinafter set forth; 

 NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of 

 Bugambilias' agreement hereunder to make a payment of US$125,000 to the Properties'
  owner and to expend not less than CDN$100,000 on exploration of the Properties
  as set forth herein, and the covenants and agreements hereinafter set forth
  , Amarc does hereby grant to Bugambilias the Options herein described on the
  terms and conditions set forth herein.

 PART 1

 DEFINITIONS

 1.1               
  "Affiliate" means a corporation which directly or indirectly controls, or is
  controlled by or is under common control with, a party. The term "control" as
  used herein means the rights to the exercise of, directly or indirectly, more
  than 50% of the voting rights attributable to the shares of the controlled company.

 1.2               
  "Effective Date" means the date first above-written, being the date this Agreement
  is executed by each of the parties hereto. 




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 1.3               
  "Expenditures" means all direct and indirect expenses reasonably incurred on
  or in connection with the Properties, with a view to their exploration and development,
  together with any and all costs, fees, and expenses that may be paid to obtain
  a Feasibility Study or other engineering or other studies or reports on or with
  respect to the Properties. For greater certainty Expenditures shall include
  without limitation the costs, fees and expenses of (i) obtaining and maintaining
  title (ii) conducting geological, geochemical, geophysical, and environmental
  reviews and obtaining necessary authorizations and permits; (iii) reasonable
  charges by Bugambilias for services provided by geologists or others in the
  employment of, or contracted by, Bugambilias in evaluating the Properties; and
  (iv) a fee equal to 10% of all Expenditures; provided that in the case of individual
  contracts or invoices greater than US$100,000 but less than US$200,000, such
  fee shall be 7.5% of such contract or invoice, and in the case of individual
  contracts or invoices greater than US$200,000 the fee shall be 5% of such contract
  or invoice. 

 1.4               
  "First Option" means the option granted by Amarc hereunder entitling Bugambilias
  to acquire a 51% of Amarc's interests in the Properties. 

 1.5               
  "Force Majeure" means any cause beyond Bugambilias' reasonable control, including
  law or regulation, action or inaction of civil or military authority, interference
  by Natives, Native rights groups, environmentalists or other activists, inability
  to obtain any licence, permit or other authorization that may be required, unusually
  severe weather, fire, explosion, flood, insurrection, riot, labour dispute,
  inability after diligent effort to obtain workmen or material, delay in transportation
  and acts of God, but not including lack of funds. 

 1.6               
  "Joint Venture" means the ongoing joint Operations and development of the Properties
  pursuant to the contractual joint venture which will be formed by the parties
  pursuant to Part 10. 

 1.7               
  "Joint Venture Agreement" means an agreement in the form of model joint venture
  agreement developed by the Rocky Mountain Mineral Law Foundation which is to
  be negotiated on the general terms set out in Part 10 and entered into by the
  parties hereto, or their successors and permitted assigns, upon the exercise
  of the First Option or the Second Option, as the case may be. 

 1.8               
  "Operations" includes any and every kind of work which Bugambilias, prior to
  the entering into of the Joint Venture, in its sole discretion elects to do
  or to have done on or in respect of the Properties or the products derived therefrom
  and all Expenditures in respect of or incidental to such work. 

 1.9               
  "Options" means collectively the First Option and the Second Option. 

 1.10              
  "Owner" means Comercializadora Y Arrendadora Parral, S.A. de C.V., the owner
  of the Properties, who is the Optionor in the Underlying Agreement. 

 1.11              
  "Properties" means the mineral concessions and other interests described in
  Schedule A to this Agreement, all of which are located in Municipality of Indé,
  State of Durango and any other mining rights, titles or interests or other forms
  of tenure which may replace the same. 




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 1.12              
  "Second Option" means the option granted by Amarc hereunder entitling Bugambilias
  to acquire a further 19% of Amarc's interests in the Properties upon Bugambilias
  having exercised the First Option. 

 1.13              
  "Underlying Agreement" means collectively the mining exploration agreement with
  purchase option dated March 13, 2002, as amended August 22, 2002, September
  6, 2002 and November 28, 2002, copies of each of which are attached hereto as
  Schedule B. 

 1.14              
  "Underlying Royalty" means the 4% net smelter return in respect to the Unification
  Paco property and the Discordia property referred to on Schedule "A" and in
  the Underlying Agreement.

 1.15               
  Attached to and forming part of this Agreement are the following Schedules:


	 Schedule A 	 -  	 Properties  
	 Schedule B 	 -  	 Underlying Agreement  


 PART 2

 OPTIONS

 2.1               
  Amarc hereby grants to Bugambilias the sole and exclusive right and option (the
  "First Option") to acquire a 51% interest in Amarc's interests in the Properties
  as well as in any other mineral interests which Amarc now has or may hereafter
  acquire by operation of the Underlying Agreement, such 51% interest to be free
  and clear of all liens, charges, encumbrances, security interests and adverse
  claims arising from or through Amarc, and subject always to the requirements
  of the Underlying Agreement and laws applicable to the Properties. In order
  to exercise the First Option, Bugambilias must meet the specific requirements
  of Part 4 hereof as well as the other general requirements of this Agreement.


 2.2               
  Providing Bugambilias exercises the First Option, Amarc hereby grants to Bugambilias
  the sole and exclusive option (the "Second Option") to acquire a further 19%
  interest in Amarc's interests in the Properties as well as in any other mineral
  interests which Amarc now has or may hereafter acquire by operation of the Underlying
  Agreement, such 19% interest to be free and clear of all liens, charges, encumbrances,
  security interests and adverse claims arising from or through Amarc, and subject
  always to the requirements of the Underlying Agreement and laws applicable to
  the Properties. In order to exercise the Second Option, Bugambilias must meet
  the specific requirements of Part 4 hereof as well as the other general requirements
  of this Agreement. 

 2.3               
  Subject to §7.3, Amarc hereby grants to Bugambilias, its servants, agents
  and independent contractors, during the currency of the Options, the sole and
  exclusive right and option to: 

	 	(a)	enter upon and have immediate access to the Properties; 







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	 	(b) 	carry out Operations on the Properties as Bugambilias may in its sole
      discretion determine; 
	 	 	 
	 	(c) 	bring and install on the Properties and remove from time to time such
      buildings, plant, machinery, equipment, tools, appliances and supplies as
      Bugambilias may deem necessary; and 
	 	 	 
	 	(d)	remove from the Properties reasonable quantities of rocks, ores, minerals
      and metals and to transport same for the purpose of sampling, testing and
      assaying. 


 PART 3

 TITLE TRANSFER

 3.1               
  Upon Bugambilias exercising either the First Option or the First and Second
  Option, then Amarc shall execute such documentation as Bugambilias may prepare
  and reasonably request be executed under the laws of Mexico to record to the
  extent possible, the respective interests of each of the parties in the Properties.


 PART 4

 EXPENDITURE AND PAYMENT REQUIREMENTS TO EXERCISE THE OPTIONS

 4.1               
  In order to exercise the First Option, but with respect to §4.1(a)(ii)
  and (iii) subject to §4.2, Bugambilias must: 

	 	(a) 	by the dates indicated, incur or cause to be
      incurred, Expenditures of not less than CDN$2,2 million on the Properties
      on or before the third anniversary of this Option Agreement of which: 
	 	 	 	 
	 	 	(i) 	CDN$100,000 must be spent by the first anniversary of this Option Agreement
      (the "Initial Program"); 
	 	 	 	 
	 	 	(ii) 	a further CDN$500,000 must be spent by the second anniversary of this
      Option Agreement; 
	 	 	 	 
	 	 	(iii)	a further CDN$1,600,000 must be spent by the third anniversary of this
      Option Agreement; and 
	 	 	 	 
	 	(b)	immediately assume all the obligations and be
      responsible for the terms of the Underlying Agreement including the making
      of all cash payments owing to the Owner as follows: 







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	  	 Timing/Date  	 Amount  
	 	 	 
	 (i) 	 December 13, 2003  	 US $125,000 
	 	 	 
	 (ii) 	 June 13, 2004  	 US $125,000 
	 	 	 
	 (iii) 	 December 13, 2004  	 US $125,000 
	 	 	 
	 (iv) 	 June 13, 2005  	 US $125,000 
	 	 	 
	 (v) 	 December 13, 2005  	 US $125,000 
	 	 	 
	 (vi) 	 June 13, 2006  	 US $3,000,000 



 4.2               
  Amarc agrees to waive the requirements to make the Expenditures set forth in
  §4.1(a)(ii) and (iii) in the event that Bugambilias negotiates the extinguishment,
  without prejudice to or diminution of any other right of Amarc in connection
  with the Properties or the Underlying Agreement, of the cash payments required
  under the Underlying Agreement. 

 4.3               
  In order to exercise the Second Option to earn a further 19% interest in Amarc's
  interest in the Properties, Bugambilias must within 60 days of exercising the
  First Option give notice to Amarc of its intention to exercise the Second Option
  and then fund and complete within three years of such notice: 

	 	(a) 	a further US $2,000,000 in Expenditures on the Properties; or 
	 	 	 
	 	(b) 	have completed an industry standard feasibility study completed by an
      internationally recognized, third party engineering firm. 


4.4               
  In the event that Bugambilias negotiates the extinguishment of the Underlying
  Royalty without prejudice to or diminution of any other right of Amarc in connection
  with the Properties or the Underlying Agreement, Amarc agrees to waive the requirements
  of §4.3 and Bugambilias shall be deemed to have exercised the Second Option
  to earn an additional 19% interest in Amarc's interest in the Properties. If
  the negotiations contemplated by §4.2 or this §4.4 result in a circumstance
  where the Owner has agreed to an extinguishment of the Underlying Royalty or
  payments required by the Underlying Agreement in consideration of a promise
  of future consideration from Bugambilias (or any assignee or successor thereof)
  then Amarc will be deemed to have suspended, but not waived, Bugambilias' requirements
  under §4.1(a)(ii) and (iii) and §4.1(b)(ii) to (vi) and §4.3
  but should Bugambilias fail to make any such deferred payment when required,
  then Bugambilias shall be deemed to have forfeited its interest in this Agreement
  and in the Properties. Bugambilias is hereby authorized to discuss amendments
  to the Underlying Agreement with the Owner but shall not propose any written
  agreements or amendments in furtherance thereof without consulting with Amarc
  and obtaining Amarc's prior written consent so as to ensure that Amarc's relationship
  with the Owner is not in any way prejudiced. In any event, Bugambilias shall
  provide, on an ongoing basis, both before and after such negotiations, copies
  of all correspondence and other communications between it and the Owner to Amarc
  and shall at all times and in good faith keep Amarc fully apprised of such negotiations.
  Any such agreement with the Owner or amendment to the Underlying 




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 Agreement must have a provision that permits Amarc to have a period of not
  less than 60 days to assume Bugambilias' position with respect to such agreement
  or amendment in order to correct any default of Bugambilias thereunder if Amarc
  determines it is able to do so. 

 4.5               
  In the event that Bugambilias becomes a publicly listed company or Bugambilias
  transfers its interest in the Properties and this Agreement to a third party
  which is publicly traded company and for which the Properties represents at
  least one-third of the of the fair value of the mineral property interest of
  that company ("Pubco"), then Amarc will also receive from Bugambilias or Pubco,
  as the case may be, a share purchase warrant exercisable into 300,000 shares
  of common equity of Pubco or Bugambilias with the exercise price set at the
  prevailing market price of Pubco or Bugambilias immediately prior to the public
  announcement of such transfer (or upon listing, if Bugambilias) and which warrant
  shall be exercisable for a period of two years from the effective date of transfer
  of Bugambilias' rights to the Pubco or the date that Bugambilias commences trading
  on a recognized stock exchange. In the event of a transfer by Bugambilias to
  any other party, then Amarc shall receive 5% of all consideration paid to Bugambilias
  by such party (or any subsequent transferee or successor-in-interest to the
  Property ) at the same time and in the same form as the consideration is paid
  to Bugambilias. Amarc shall be entitled to require that any such consideration
  be paid directly by such transferee(s) and that a covenant to this effect by
  such transferee(s) be included in any applicable transfer document. 

 PART 5

 OBLIGATORY EXPENDITURES AND PAYMENTS

 5.1               
  Bugambilias agrees that notwithstanding the optional nature of its requirements
  hereunder, the first year Expenditure of CDN$100,000 referred to in §4.1(a)(i)
  and the US$125,000 payment to be made to the Owner on December 13, 2003 referred
  to in §4.1(b)(i) are legal obligations of Bugambilias on execution hereof
  and are in no event optional. In the event Bugambilias fails to complete the
  initial Expenditure of CDN$100,000 by April 13, 2004, it shall also be obligated
  to make the additional US$125,000 payment due to the Owner on June 13, 2004,
  notwithstanding anything else in this Agreement. 

 PART 6

 ACCELERATION AND FORCE MAJEURE

 6.1                
  Bugambilias may pre-pay any or all of the payments contemplated by §4.1(b)
  and may accelerate any or all of the Expenditures contemplated by §4.1(a)
  . Bugambilias may at any time and from time to time pay to Amarc money in lieu
  of incurring Expenditures under §4.1(a), in which event Bugambilias shall
  be deemed to have incurred Expenditures in the same amount as the amount of
  any such payment. Any excess payments or Expenditures incurred in any calendar
  year will be carried forward and applied as a credit against the payment or
  Expenditures, as the case may be, to be made in the next succeeding year or
  years. 

 6.2               
  If from time to time Bugambilias is prevented by Force Majeure from incurring
  Expenditures in the amounts and times provided in §4.1(a), then Bugambilias
  shall have such 




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 additional time as is reasonable in the circumstances to incur Expenditures
  in such amounts and times, the amount of such additional time not to exceed
  the duration of the Force Majeure. Force Majuere shall not apply with respect
  to any of the payments to the Owner contemplated by §4.1(b) hereof.

 PART 7 

 PERFORMANCE OF WORK 

 7.1               
  In exercising its rights hereunder Bugambilias shall comply with all applicable
  laws, rules and regulations and shall carry out Operations in a good and miner-like
  manner in accordance with all governmental regulations and restrictions applicable
  to Bugambilias and the Properties. 

 7.2               
  Bugambilias shall indemnify and save harmless Amarc and its Affiliates as well
  as the officers, directors and shareholders of Amarc and its Affiliates (collectively,
  the "Indemnified Parties"), from and against any and all claims, debts, demands,
  suits, actions and causes of action whatsoever which may be brought or made
  against Amarc by any person, firm or corporation and all loss, cost, damages,
  expenses and liabilities which may be suffered or incurred by Amarc arising
  out of or in connection with or in any way referable to, whether directly or
  indirectly, the entry on, presence on, or activities on the Properties or the
  approaches thereto by Bugambilias or its servants or agents including without
  limitation bodily injuries or death at any time resulting therefrom or damage
  to Properties, unless and to the extent due to the negligence or wilful misconduct
  of the Indemnified Parties or their servants or agents.

 7.3               
  Amarc shall at all reasonable times during the currency of the Option have access
  to the Properties on reasonable notice to Bugambilias, provided that Amarc shall
  not interfere with Bugambilias' operations hereunder and that Bugambilias shall
  be under no liability to Amarc for any personal injuries including death or
  for any damage to the Properties of Amarc unless such injury or damage is due
  to the gross negligence or wilful default of Bugambilias, its servants or agents.


 7.4               
  Bugambilias will provide to Amarc comprehensive quarterly reports with applicable
  data and an annual technical report by January 31 of each year, in each case
  summarizing the work conducted and the results obtained during the period covered
  thereby including its interpretation or analysis of such information in such
  reports. Each party shall hold such information and data in confidence pursuant
  to Part 15. 

 PART 8

 VESTING OF INTEREST

 8.1               
  Upon Bugambilias complying with the requirements to exercise either the First
  Option or the First Option and Second Option, Bugambilias may elect within the
  time required for such Options, to provide a written notice to Amarc exercising
  the First Option or the First Option and Second Option, as the case may be.





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 8.2               
  Nothing herein shall be construed as requiring Bugambilias to provide Amarc
  with notice of exercise as contemplated by §8.1. 

 8.3               
  Bugambilias acknowledges that any vesting of its interest in the Underlying
  Agreement and the Properties is expressly subject to the consent requirements
  pursuant to Section 14 to the Underlying Agreement and that any interest acquired
  is subject to all the other rights and obligations contemplated by the Underlying
  Agreement until such time as all terms thereof have been fulfilled. 

 PART 9

 DEFAULT AND TERMINATION

 9.1               
  Except for the provisions hereof expressly stated to be not optional, each of
  the other requirements of Part 4 are optional and Bugambilias may terminate
  the Options at any time after it has duly completed such obligatory Expenditures
  and payments. Such termination shall only be effective upon delivery of written
  notice to Amarc in accordance with Part 13. In no event may Bugambilias terminate
  this Agreement unless it does so with at least 60 days remaining prior to the
  date of the next payment due to the Owner under the Underlying Agreement. Termination
  of this Option shall not relieve Bugambilias from the requirements to provide
  an indemnification in accordance with §7.2 and to reclaim the Properties
  in connection with any of its Expenditures or Operations and to duly discharge
  all employees, contractors, servants or agents who have any right to claim against
  or place a lien or other encumbrance on the Properties. 

 9.2               
  Amarc may terminate this Agreement immediately in the event that Bugambilias
  fails to make any payment to the Owner by the dates herein required and may
  also terminate this Agreement on 30 days' written notice in the event of a breach
  of any other term or condition of this Agreement by Bugambilias which breach
  is not corrected within 30 days of the written notice which describes such breach
  in reasonable detail. 

 9.3               
  If this Agreement is terminated other than through entering into of the Joint
  Venture Agreement, then Bugambilias shall: 

	 	(a)	forthwith discharge all amounts owing to third parties in connection with
      its Operations; 
	 	 	 
	 	(b) 	within 180 days deliver to Amarc copies of all reports, maps, plans, photographs
      and drill logs of Bugambilias relating to the Properties, provided that
      Bugambilias does not make any representation or warranty concerning the
      accuracy or completeness thereof; 
	 	 	 
	 	(c) 	within the said 180 days remove from the Properties any machinery, buildings,
      structures, facilities, equipment and all other Properties of every nature
      and description erected, placed or situated thereon by Bugambilias; any
      Properties not so removed at the end of the 180 day period shall, at the
      written option of Amarc delivered to Bugambilias, become the Properties
      of Amarc; and 







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	 	(d) 	within the said 180 days leave the working and camp site in a clean and
      environmentally acceptable condition in accordance with all laws applicable
      to the Properties. 


9.4               
  If Bugambilias is prevented from or delayed in performing its obligations in
  §9.3(c) or §9.3(d) by Force Majeure, the relevant period of 180 days
  referred to therein shall be extended by the period of Force Majeure. 

 PART 10

 FORMATION OF JOINT VENTURE

 10.1              
  Immediately upon Bugambilias providing Amarc with a valid notice of exercise
  of the First Option or First Option and Second Option as contemplated by §8.1,
  then the parties shall be deemed to have associated themselves into a joint
  venture and shall negotiate in good faith the comprehensive terms of the Joint
  Venture Agreement upon the general terms as follows:

	 	(a) 	Bugambilias shall have a 51% or 70% participating interest and Amarc shall
      have a 49% or 30% interest, as the case may be; 
	 	 	 
	 	(b) 	joint operations shall be conducted on the Properties under the direction
      of a management committee which shall have representatives of each participating
      party and which will decide matters by voting upon them in accordance with
      their respective participating interests; 
	 	 	 
	 	(c) 	Bugambilias shall be deemed the operator of the Joint Venture and shall
      be entitled to a reasonable fee for acting as operator respecting which
      its fee shall be adjusted so that the operator neither enjoys a profit nor
      suffers a loss as a consequence of acting as same. The operator shall be
      vested with the duties and authorities generally applicable to operators
      and may be removed for good cause or in the event another party acquires
      a larger participating interest in the Joint Venture than does the operator;
    
	 	 	 
	 	(d) 	the Properties shall, if required under Mexican law, be registered in
      the name of the operator which shall hold the Properties in trust for the
      parties in accordance with the terms of the Joint Venture Agreement; 
	 	 	 
	 	(e) 	the parties shall have the opportunity to elect to participate in one
      or more management committee approved exploration and development programs
      annually for a period of 15 days after such program is adopted by the management
      committee and shall have a minimum of 30 days thereafter to fund the operator's
      reasonable cash calls to carry out such programs; 
	 	 	 
	 	(f) 	a party which elects not to contribute to a program shall have its participating
      interest diluted on a straight-line basis based at any time upon the ratio
      of a participant's Expenditures to the deemed aggregate Expenditures of
      all of the participants on the date the Joint Venture is formed and thereafter.
      The initial deemed Expenditures of the participants shall be based upon
      Amarc's historical cost of Cdn$2.4 million which shall 







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	 	 	be Amarc's deemed expenditures. Bugambilias' deemed initial Expenditures
      shall be that figure which is determined when Cdn$2.4 million is divided
      by Amarc's participating interest and that figure multiplied by Bugambilias'
      participating interest; and accordingly, the following would be the deemed
      participating expenditures and interests:


	 Bugambilias 	 Amarc 	 Total Deemed

       Initial

       Expenditures of

       the Parties
	 Interest  	 Deemed Initial

      Expenditures 	 Interest 	 Deemed Initial

       Expenditures 
	 

      70%	 $5.6M 	 30% 	 $2.4M 	 $8M 
	 

      51% 	 $2.5M 	 49% 	 $2.4M 	 $4.9M 




	 	

      (g) 	a participant which either fails to contribute to a program in which it
      has elected to participate or twice elects not to participate in an approved
      program, shall no longer be entitled to participate in future programs and
      shall suffer dilution of its interest. Any participant diluted to 10% or
      less shall be deemed to have converted its participating interest into a
      5% net profits interest ("NPI") on terms as are generally defined by the
      Joint Venture Agreement. 


 10.2              
  The Joint Venture Agreement will supersede this Agreement, provided that the
  provisions of §7.2 as well as all rights and liabilities of each party
  in existence on the date on which the Joint Venture Agreement is entered into
  shall continue thereafter. 

 10.3              
  In the event the parties are unable to negotiate the terms of the Joint Venture
  Agreement, the parties agree to refer the determination of the terms of such
  Agreement to binding arbitration as contemplated by §16.7. 

 PART 11

 ASSIGNMENT

 11.1              
  Bugambilias shall have a one-time right, without restriction to assign, transfer,
  convey or otherwise dispose of all its rights and interests hereunder, provided
  that: (i) the assignee shall execute a counterpart of this Agreement and thereby
  agree to be bound by the contractual terms hereof in the same manner and to
  the same extent as though a party hereto in the first instance; and (ii) Bugambilias
  shall not be relieved or discharged of any of its obligations or liabilities
  hereunder and the other parties may continue to look to it for the performance
  thereof. After an initial assignment, any further assignments by such assignee
  shall be subject to mutual right of first refusal provided in Part 12. 

 11.2              
  Subject to §11.1 and Part 12, each party shall have the right to assign,
  transfer, convey or otherwise dispose of all of its rights and interests in
  this Agreement and the Properties, provided that (i) the assignee shall execute
  a counterpart of this Agreement and thereby agree to 




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 be bound by the contractual terms hereof in the same manner and to the same
  extent as though a party hereto in the first instance; and (ii) the assignor
  shall not be relieved or discharged of any of its obligations or liabilities
  hereunder and the other parties may continue to look to it for the performance
  thereof.

 PART 12

 RIGHT OF FIRST REFUSAL

 12.1               
  Subject to §11.1, if either party should desire to sell all of its interest
  in this Agreement or the Properties, such party shall first offer such interest
  to the other. Any such offer shall be stated in money value (and if, in the
  event a proposed offer includes non-cash consideration from a third party, such
  other consideration shall be fairly valued and stated in money) and shall provide
  for a closing date at least 60 and not more than 90 days from the date of notice
  of the offer. The party receiving such notice of offer shall have a 30-day period
  to elect whether to purchase the offered interest on the terms set forth in
  the offer. Upon the expiry of the 30-day period, the offering party shall thereafter
  be free to dispose of the offered interest for a period of up to 90 days on
  terms no less favourable to the offering party than were offered to the receiving
  party. Offers shall be made, and shall be accepted, only for a party's entire
  interest and may not be offered nor purchased pursuant to this provision on
  an "in part" or "from-time-to-time" basis. If the offering party does not conclude
  a sale of its offered interest within the 90-day period, the offered interest
  shall thereafter again be subject to the right of first refusal contemplated
  hereby. 

 PART 13

 NOTICES

 13.1              
  All notices and other required communications ("Notices") to one of Bugambilias
  or Amarc by the other shall be in writing and shall be addressed respectively
  as follows: 

	 	 (a)      	 if to Bugambilias: 
	 	 	 
	 	 	 Bugambilias S.A. de C.V. 

      Avenida Trece No. 100 
	 	 	 Colonia, Bugambilias, Hermosillo, Sonora 

      C.P. 83140 
	 	 	 
	 	 	 Telecopier: 52 662 215 8622 

      Attention: Ing. Porfirio Padilla Lora 







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	 	 (b)      	 if to Amarc: 
	 	 	 
	 	 	 Amarc Exploraciones Mineras, S.A. de C.V. 

      c/o Suite 1020 – 800 West Pender Street 

      Vancouver, British Columbia, V6C 2V6 
	 	 	 
	 	 	 Telecopier: (604) 684-8092 

      Attention: President 


 All Notices shall be given (1) by personal delivery to the addressee, or (2)
  by facsimile communication, with a confirmation sent by registered or certified
  mail return receipt requested, or by commercial carrier or (3) by registered
  or certified mail return receipt requested, or commercial carrier. All Notices
  shall be effective and shall be deemed delivered (1) if by personal delivery
  on the date of delivery if delivered during normal business hours and, if not
  delivered during normal business hours, on the next business day following delivery,
  (2) if by electronic communication on the next business day following receipt
  of the electronic communication, and (3) if solely by mail on the 7th business
  day after actual mailing. A party may change its address by Notice properly
  given to the other party. 

 PART 14

 REPRESENTATIONS AND WARRANTIES

 14.1               Amarc
  represents and warrants to Bugambilias that: 

	 	(a) 	Amarc has not entered into and is not aware of any other agreements in
      respect of the Properties except the Underlying Agreement; 
	 	 	 
	 	(b) 	the mineral interests comprised in the Properties have, to the best
        of Amarc's knowledge been duly and validly staked, recorded and issued
        pursuant to all applicable laws and regulations in Mexico and to the best
        of its knowledge are in good standing;

	 	 	 
	 	(c) 	to the best of Amarc's knowledge all rentals, taxes, duties, royalties,
      assessments, charges or fees and other assessments and levies pertaining
      to the Properties and required to be paid by law or regulation have been
      fully paid as of the Effective Date; 
	 	 	 
	 	(d) 	to the best of Amarc's knowledge; the Underlying Agreement are legal,
      valid, binding and enforceable agreement in full force and effect; there
      has been no default by any party under the terms the Underlying Agreement;
      no notice of termination of or default or failure under the Underlying Agreement
      has been given by any party thereto; Amarc has made all to the Owner required
      by the Underlying Agreement to be paid up to the Effective Date; Amarc has
      done all such other things as may be required to preserve Amarc's rights
      provided by the Underlying Agreement; Amarc has not assigned any of the
      Underlying Agreement and Amarc is entitled to the full benefits thereof;







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	 	(e) 	to the best of Amarc's knowledge, there are not any suits, actions, prosecutions,
      investigations or proceedings, actual, pending or threatened, against or
      affecting Amarc that relates to or has an adverse effect on the Properties;
    
	 	 	 
	 	(f) 	subject to the consent requirement of Section 14 of the Underlying Agreement,
      Amarc has full power and absolute authority to grant to Bugambilias the
      rights provided in this Agreement; 
	 	 	 
	 	(g) 	this Agreement constitutes a legal, valid and binding obligation of Amarc;
    


14.2              
  Bugambilias represents and warrants to Amarc that: 

	 	(a) 	the execution and delivery of this Agreement and the exercise by Bugambilias
      of the rights granted to it under this Agreement will not conflict with
      or result in a breach of or default under any agreement or other instrument
      of obligation to which Bugambilias is a party or by which it may be bound;
	 	 	 
	 	(b) 	this Agreement constitutes a legal, valid and binding obligation of Bugambilias;
    
	 	 	 
	 	(c) 	Bugambilias has all necessary permits and authorizations under applicable
      law to carry on Operations; and 
	 	 	 
	 	(d) 	Bugambilias is not insolvent.


14.3              
  The representations and warranties contained in §14.1 are provided for
  the exclusive benefit of Bugambilias and a breach of any one or more of them
  may be waived by Bugambilias in writing in whole or in part at any time without
  prejudice to its rights in respect of any other breach of the same or any other
  representation or warranty. 

 14.4               
  The representations and warranties contained in §14.2 are provided for
  the exclusive benefit of Amarc and a breach of any one or more of them may be
  waived by Amarc in whole or in part at any time without prejudice to its rights
  in respect of any other breach of the same or any other representation or warranty.


 PART 15

 CONFIDENTIALITY

 15.1               
  Subject to §15.2 all information received or obtained by Bugambilias or
  Amarc hereunder or pursuant hereto shall be kept confidential and no part thereof
  may be disclosed or published without the prior written consent of the other
  except such information as may be required to be disclosed or published by law
  or regulation; provided that either party may disclose information to any person
  or persons with whom it proposes to contract pursuant to §11.2 and have
  agreed to hold the same in confidence, it being agreed that prior to such disclosure,
  the non-disclosing party shall receive notice thereof and a copy of the confidentiality
  agreement executed by the person or persons with whom the disclosing party proposes
  to contract pursuant to §11.2. 




 - 14 -

 15.2               
  Confidential information shall not include the following: 

	 	(a) 	information that, at the time of disclosure, is in the public domain;
    
	 	 	 
	 	(b) 	information that, after disclosure, is published or otherwise becomes
      part of the public domain through no fault of the recipient; 
	 	 	 
	 	(c) 	information that the recipient can show already was in the possession
      of the recipient at the time of disclosure; 
	 	 	 
	 	(d) 	information that the recipient can show was received by it after the time
      of disclosure, from a third party who was under no obligation of confidence
      to the disclosing party at the time of disclosure. 


15.3               
  Except as required by law or regulatory authority, neither party shall make
  any public announcements or statements concerning this Agreement or the Properties
  without the prior approval of the other, not to be unreasonably withheld. 

 15.4               
  The text of any public announcements or statements including news releases which
  a party intends to make pursuant to the exception in §15.3 shall be made
  available to the other party not less than 24 hours prior to publication and
  the disclosing party shall limit or amend such disclosure as may be requested
  by the non-disclosing parties to the extent such limitation or amendment allows
  the disclosing party to meet its legal obligations. If Amarc or its Affiliates
  (including parent corporations) are identified in such public announcement or
  statement it shall not be released without the consent of Amarc in writing.
  Neither party may issue a release containing a factual error identified by the
  other party. 

 PART 16 

 MISCELLANEOUS 

 16.1               
  Applicable Law. This Agreement shall be interpreted in accordance with
  the laws of the Province of British Columbia and shall be enforceable in the
  Courts of such Province. The parties acknowledge that the rights of the parties
  under this Agreement are subject to the laws of Mexico and the Underlying Agreement.


 16.2               
  Entire Agreement. This Agreement terminates and replaces all prior agreements,
  either written, oral or implied, between Bugambilias and Amarc with respect
  to the Properties and the Underlying Agreement and constitutes the entire agreement
  between the parties with respect to the Properties and the Underlying Agreement.

 16.3               
  Recording. This Agreement shall not be recorded. To the extent practicable,
  the parties agree to execute and register with the Mexican Department of Mines
  a Notice of this Agreement in the applicable form hereto to provide notice to
  third parties of the Options and of the respective rights and interests of the
  parties in and to the Properties. 




 - 15 -

 16.4               
  Void or Invalid Provision. If any term, provision, covenant or condition
  of this Agreement, or any application thereof, should be held by a court of
  competent jurisdiction to be invalid, void or unenforceable, all provisions,
  covenants and conditions of this Agreement, and all applications thereof not
  held invalid, void or unenforceable shall continue in full force and effect
  and in no way be affected, impaired or invalidated thereby. In such event, the
  parties agree to negotiate a replacement term, provision, covenant or condition
  of this Agreement with one, having insofar as lawfully possible, the same economic
  effect on the parties as the invalid, void or unenforceable term, provision,
  covenant or condition which is hereby severed herefrom.

 16.5               
  Further Documents and Assurances. The parties shall do and perform, without
  delay or request for further consideration, all such acts and shall execute
  such documents and assurances as may be reasonably required by the other party
  to effect the terms of this Agreement. 

 16.6               
  Time of the Essence. Time is of the essence hereof. 

 16.7               
  Arbitration. Insofar as lawfully possible, the parties agree to refer
  all disputes which may arise in connection with this Agreement to binding arbitration
  pursuant to the Commercial Arbitration Act of the Province of British
  Columbia. The parties agree that the venue of such arbitration shall be Vancouver,
  British Columbia and the arbitrator shall be a mining engineer with experience
  in Mexico. 

 16.8               
  Binding Effect. This Agreement shall enure to the benefit of and be binding
  upon the parties hereto and their respective successors and permitted assigns.
  and year first above written. 

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

BUGAMBILIAS, S.A. de C.V.

	Per:	 	 
	 	Authorized Signatory	 
	 	 	 
	 	 	 
	Per:	 	 
	 	Authorized Signatory	 







 - 16 - 

 AMARC EXPLORACIONES MINERAS, S.A. de C.V.

	Per:	 	 
	 	Authorized Signatory	 
	 	 	 
	 	 	 
	Per:	 	 
	 	Authorized Signatory	 







 SCHEDULE "A"

 PROPERTIES 

	

        Name of Claim

      	 Title Number  	 Area  	 Type of Concession
	  

      1.   Unificacion Paco  
	 204514  	 240.5809 Has.  	 Exploitation
	  

      2.   La Discordia  
	 215091  	 3.5844 Has.  	 Exploitation
	  

      3.   El Matracal  
	 214123  	 26.636 Has.  	 Exploitation
	  

      4.   E; Emgano  
	 162522  	 4.00 Has.  	 Exploitation
	  

      5.   La Terrible  
	 181004  	 4.00 Has.  	 Exploitation