Filed by Automated Filing Services Inc. (604) 609-0244 - Amarc Resources Ltd. - Exhibit 4B





 MINERAL PROPERTY OPTION AGREEMENT 

 THIS AGREEMENT is made as of the _____ day of April, 2004 


BETWEEN: 


  
    
      
         ISKUT NORTH SYNDICATE, a syndicate formed to explore for and
          acquire properties in northern British Columbia with an address at 502
          – 455 Granville Street, Vancouver, B.C. V6C 1V2 and which is represented
          by its duly authorized Directors who have executed this Agreement 

         (the "Optionor") 

      

    

  



 OF THE FIRST PART 


AND: 


  
    
      
         AMARC RESOURCES LTD., a company duly incorporated pursuant
          to the laws of the Province of British Columbia and having its registered
          and business office situated at 1020 – 800 West Pender Street,
          Vancouver, British Columbia, V6C 2V6 

         (the "Optionee") 

      

    

  



 OF THE SECOND PART 


WHEREAS: 

 (A)               The
  Optionor is the recorded and beneficial owner of an undivided 100% interest
  in certain mineral claims situated in the Atlin and Liard Mining Districts,
  in the Province of British Columbia to be known as the Wolverine group of mineral
  claims, as detailed in the specific description of the mineral claims attached
  hereto as Schedule "A" (herein called the "Property"); 

 (B)               The
  Optionor has agreed to grant an exclusive option to the Optionee to acquire
  all the interest of the Optionor in and to the Property, subject to the Royalty
  herein provided for, by paying certain consideration on the terms and conditions
  herein provided; 


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Optionee's agreement to seek TSX Venture Exchange acceptance for this Agreement and for other good and valuable consideration, the receipt and sufficiency whereof is by the
Optionor hereby acknowledged, the parties agree as follows:








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 PART 1 

 DEFINITIONS 

 1.1              
  In this Agreement, except as otherwise expressly provided or as the context
  otherwise requires,

(a)              "Area
  of Common Interest" means the area lying within the attached Schedule A,
  defined at the corners by the following UTM NAD 83 Zone 9 coordinates 336000
  E/ 6450000 N; 348000 E/ 6436000 N; 336000 E/ 6436000 N; and 348000 E/ 6450000
  N. 

(b)              
  "Commencement of Commercial Production" means

(i)              
  if a concentrator is located on the Property, the last day of a period of 40
  consecutive days in which, for not less than 30 days, such concentrator processed
  ore from the Property at 60% of its rated concentrating capacity, or 

(ii)             
  if no concentrator is located on the Property, the last day of the first period
  of 30 consecutive days during which ore has been shipped from the Property on
  a reasonably regular basis for the purpose of earning revenues,

but no period of time during which ore or concentrate
  is shipped from the Property for testing purposes, and no period of time during
  which milling operations are undertaken as initial tune-up, will be taken into
  account in determining the date of Commencement of Commercial Production, 

(c)              
  "Effective Date" means the date upon which the TSX Venture Exchange grants
  to the Optionee its acceptance respecting this Agreement subject to §4.5;


(d)              
  "Option" means the exclusive right herein granted by the Optionor to
  the Optionee to permit the Optionee to acquire all right, title and interest
  of the Optionor to and in the Property as provided in Part 4, 

(e)              "Option
  Period" means the period during the term of this Agreement from the date
  hereof to and including the earliest of

(i)              
  the date of exercise of the Option, 

(ii)             
  the fourth anniversary of the Effective Date, and 

(iii)            
  the termination hereof pursuant to Part 18,

(f)              "Property"
  means the two mineral claims described in Schedule A (the "Original Property")
  as they may be augmented pursuant to Part 19 (such augmenting claims or interests
  being herein the "Additional Property") or reduced under Part 14, and all mining
  leases and other mining interests derived from any such claims, and a reference
  herein to a mineral claim comprised in the Property includes any mineral leases
  or other interests 







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into which such mineral claim may have been converted
  and Property includes all Property Rights, 

(g)              "Property
  Rights" means all licenses, permits, easements, rights-of-way, surface or
  water rights and other rights, approvals obtained by either of the parties either
  before or after the date of this Agreement and necessary or desirable for the
  development of the Property, or for the purpose of placing the Property into
  production or continuing production therefrom, 

(h)              "Royalty"
  means a 2% royalty on net smelter returns on production from the Original Property
  (and 1% on any Additional Property) which royalty may become from time to time
  payable to the Optionor hereunder pursuant to Part 11 upon Commencement of Commercial
  Production as such Royalty is more particularly defined in Schedule C, and

(i)              
  "Schedules" means the documents attached hereto as follows:

(i)              
  Schedule A – Mineral Claims comprising the Property and Area of Interest;

(ii)             
  Schedule B – Form of Escrow Agreement; and 

(iii)            
  Schedule C – Net Smelter Returns Royalty. 

 PART 2 

 REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONOR 

 2.1              The
  Optionor represents and warrants to the Optionee that

(a)              
  it is duly and legally formed and it is exclusively legally entitled to hold
  the Property and all mineral claims comprised therein, and all Property Rights
  held by it and will remain so entitled until all interests of the Optionor in
  the Property (other than the Royalty) have been duly transferred to the Optionee
  as contemplated hereby or this Option has terminated, 

(b)              
  it is, and will be at the time of transfer to the Optionee of mineral claims
  comprising the Property, the recorded holder and beneficial owner of all of
  the mineral claims comprising the Property free and clear of all liens, charges
  and claims of others and no taxes or rentals are due in respect of any thereof
  and to his knowledge and belief; the mineral claims comprised in the Property
  have been duly and validly located and recorded pursuant to the Mineral Tenure
  Act (British Columbia), and, except as specified in Schedule A and accepted
  by the Optionee, are in good standing in the office of the Mining Recorder on
  the date hereof and until the dates set opposite the respective names thereof
  in Schedule A, 







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(c)              there
  is no adverse claim or challenge against or to the ownership of or title to
  any of the mineral claims comprising the Property, nor to the knowledge of the
  Optionor is there any basis therefor, and there are no outstanding agreements
  or options to acquire or purchase the Property or any portion thereof, and no
  person other than the Optionor, pursuant to the provisions hereof, has any royalty
  or other interest whatsoever in production from any of the mineral claims comprising
  the Property, and 

(d)              no
  third party consent of any kind is required by the Optionor to enter into this
  Agreement and grant the Option contemplated hereby. 

 2.2              The
  representations and warranties contained in §2.1 are provided for the exclusive
  benefit of the Optionee, and a breach of any one or more thereof may be waived
  by the Optionee 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;
  and the representations and warranties contained in §2.1 will survive the
  execution hereof and continue throughout the Option Period. 

 2.3              The
  Optionor warrants that throughout the term of this Agreement that:

(a)              the
  Optionor will maintain the Syndicate's legal status and will not permit any
  dispute among Syndicate members to adversely affect the Optionee or the Property
  in any way; 

(b)              
  will not alter the directors of the Syndicate without the consent of the Optionee,
  not to be unreasonably withheld; 

(c)              the
  Syndicate will maintain accurate records of its members and indemnify and hold
  harmless the Optionee from any claims in respect of the formation or functioning
  of the Syndicate. 

 PART 3 

 REPRESENTATIONS AND WARRANTIES OF OPTIONEE 

 3.1              
  The Optionee represents and warrants to the Optionor that

(a)              
  it has been duly incorporated and validly exists as a corporation in good standing
  under the laws of British Columbia and is authorized to hold mineral claims
  in the Province of British Columbia, and 

(b)              neither
  the execution and delivery of this Agreement by the Optionee nor the performance
  by the Optionee of its obligations hereunder conflicts with the Optionee's constating
  documents or any agreement to which it is bound. 

 3.2              The
  representations and warranties contained in §3.1 are provided for the exclusive
  benefit of the Optionor and a breach of any one or more thereof may be waived
  by the Optionor in whole or in part at any time without prejudice to its rights
  in respect of any other 








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breach of the same or any other representation or warranty; and the representations and warranties contained in §3.1 will survive the execution hereof and continue throughout the Option Period. 

 PART 4 

 GRANT AND EXERCISE OF OPTION 

 4.1              The
  Optionor hereby grants to the Optionee the sole and exclusive right and option,
  subject to the terms of this Agreement, to purchase the Property free and clear
  of all charges, encumbrances (except the Royalty) by paying $225,000 and issuing
  450,000 common shares in its capital on or before the times set forth in §4.2.


 4.2              
  In order to exercise the Option, the Optionee must pay to the Optionor the consideration
  in this §4.2 by the dates indicated therein:

(a)              
  $15,000 and 30,000 shares on the Effective Date; 

(b)              a
  further $20,000 and 60,000 shares on or before the first anniversary of the
  Effective Date; 

(c)              a
  further $30,000 and 90,000 shares on or before the second anniversary of the
  Effective Date; 

(d)              a
  further $60,000 and 100,000 shares on or before the third anniversary of the
  Effective Date; and 

(e)              a
  further $100,000 and 170,000 shares on or before the fourth anniversary of the
  Effective Date. 

 4.3              The
  amounts due pursuant to §4.2 may be extended for up to 45 days from the
  stated dates in order to accommodate any necessary further TSX Venture Exchange
  acceptances to further share issuances. 

 4.4              The
  Optionor acknowledges that each share certificate shall have imprinted thereon
  a legend restricting transfer in Canada for four months plus one day from the
  date of its issuance. 

 4.5              If
  the Effective Date has not occurred within 45 days of the date of execution
  hereof, then either party may terminate this Option Agreement without liability
  by notice to the other party. 

 4.6              All
  payments of cash and shares shall be made by the Optionee by way of cheques
  and certificates made out in the names of the Syndicate members directly. It
  shall be the obligation of the Optionor to provide the Optionee with a list,
  certified by two of its directors, of the names and addresses of the Syndicate
  members at least 10 days prior to any due date for a 









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 payment in §4.2 and at any time on request made by the Optionee
  if an accelerated payment is to be made. 


PART 5 


ASSIGNMENT OF OPTION 

 5.1              The
  Optionee may assign all or part of its obligations under this Option Agreement
  to any third party (the "Assignee") without consent of the Optionor (but upon
  notice) providing the transferee agrees to execute an acknowledgement to be
  bound by the terms hereof insofar as the Optionor's rights hereunder are concerned.



PART 6 


EXERCISE OF OPTION 

 6.1              The
  Optionee may in its sole discretion at any time accelerate the payment of the
  amounts required by §4.2 to exercise the Option and thereby acquire the
  Property. 

 6.2              If
  and when the Option has been exercised, a 100% right, title and interest in
  and to the Property will vest in the Optionee free and clear of all charges,
  encumbrances and claims, save and except for the Royalty. 


PART 7 


RIGHT OF ENTRY 

 7.1              Throughout
  the Option Period, the Directors and Officers of the Optionee and its servants,
  agents and independent contractors, will have the sole and exclusive right in
  respect of the Property to

(a)              enter
  thereon, 

(b)              have
  exclusive and quiet possession thereof, 

(c)              do
  such prospecting, exploration, development and/or other mining work thereon
  and thereunder as the Optionee in its sole discretion may determine advisable,


(d)              bring
  upon and erect upon the Property buildings, plant, machinery and equipment as
  the Optionee may deem advisable, and 

(e)              remove
  therefrom and dispose of reasonable quantities of ores, mineral and metals for
  the purpose of obtaining assays or making other tests. 







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 PART 8 

 ESCROW OF PROPERTY CONVEYANCE DOCUMENTS 

 8.1              Concurrently
  with the execution hereof, the Optionor will deliver to the Escrow Agent referred
  to in Schedule B, duly executed and registerable transfers of the Property in
  favour of the Optionee. 

 8.2              The
  Optionee will be entitled to record a notice of the existence of this Option
  in the applicable mining recorder's office. 

 PART 9 

 OBLIGATIONS OF OPTIONEE DURING OPTION PERIOD 

 9.1              During
  the Option Period the Optionee will

(a)              maintain
  in good standing those mineral claims comprised in the Property that are in
  good standing on the date hereof by the doing and filing of the maximum available
  assessment work credits on the Original Property or by making of payments in
  lieu of the minimum requirements, by the payment of taxes and rentals and the
  performance of all other actions which may be necessary in that regard and in
  order to keep such mineral claims free and clear of all liens and other charges
  arising from the Optionee's activities thereon except those at the time contested
  in good faith by the Optionee, 

(b)              permit
  the directors, officers, employees and designated consultants of the Optionor,
  at their own risk, access to the Property at all reasonable times subject always
  to Part 16, and providing the Optionor agrees to indemnify the Optionee against
  and to save the Optionee harmless from all costs, claims, liabilities and expenses
  that the Optionee may incur or suffer as a result of any injury (including injury
  causing death) to any director, officer, employee or designated consultant of
  the Optionor while on the Property, 

(c)              deliver
  to the Optionor on or before six months of each anniversary hereof, a report
  (including up-to-date maps if there are any) describing the results of work
  done in the last completed calendar year, together with reasonable details of
  Preproduction Expenditures made, 

(d)              do
  all work on the Property in a good and workmanlike fashion and in accordance
  with all applicable laws, regulations, orders and ordinances of any governmental
  authority and file for all available credits, and 

(e)              indemnify
  and save the Optionor harmless in respect of any and all costs, claims, liabilities
  and expenses arising out of the Optionee's activities on the Property and, without
  limiting the generality of the foregoing will, during the currency of this Agreement,
  carry not less than $1 million in third party liability insurance in respect
  of its operations on the Property for the benefit of the Optionee and the Optionor
  as their 







 - 8 -

interests appear; provided that the Optionee will incur
  no obligation thereunder in respect of claims arising or damages suffered after
  termination of the Option if upon termination of the Option any workings on
  or improvements to the Property made by the Optionee are left in a safe condition.


 PART 10 

 TERMINATION OF OPTION 

 10.1             If
  the Option is terminated otherwise than upon the exercise thereof pursuant to
  Part 4, the Optionee will

(a)              leave
  in good standing for a period of at least one year from the termination of the
  Option Period those mineral claims comprised in the Original Property that are
  in good standing on the date hereof and any other mineral claims comprised in
  the Property that the Optionee receives in good standing after the date hereof
  (and at least one month for any Additional Property), and 

(b)              deliver
  at no cost to the Optionor within 90 days of such termination copies of all
  reports, maps, assay results and other relevant technical data compiled by or
  in the possession of the Optionee with respect to the Property and not theretofore
  furnished to the Optionor. 

 10.2             Notwithstanding
  termination of the Option, the Optionee will have the right, within a period
  of 90 days following the end of the Option Period, to remove from the Property
  all buildings, plant, equipment, machinery, tools, appliances and supplies which
  have been brought upon the Property by or on behalf of the Optionee, and any
  such property not removed within such 90-day period will thereafter become the
  property of the Optionor. 

 PART 11 

 ROYALTY 

 11.1             The
  Optionor hereby retains a Royalty in the Property equal to one (2%) percent
  of Net Smelter Returns received from production on the Original Property and
  1% on any Additional Property and as calculated pursuant to Schedule C.

 11.2             The
  Optionor further grants the Optionee the right to purchase either 50% or 100%
  of the Royalty on the basis of $1 million per each 1% of Royalty. The Optionee
  must elect to complete any purchase of the Royalty within 120 days of the Commencement
  of Commercial Production and give notice of such intention at least 10 days
  prior to that date. Where the Royalty is applicable to both the Original Property
  and Additional Property, the Royalty purchase price will be appropriately pro-rated
  and for greater certainty the maximum purchase price for 100% of the Royalty
  will be $2 million in any event. 








 - 9 - 

 PART 12 

 TRANSFERS 

 12.1             The
  Optionee may at any time (and from time to time) either during the Option Period
  or thereafter, sell, transfer or otherwise dispose of all or any portion of
  its interest in and to the Property and this Agreement provided that any purchaser,
  grantee or transferee of any such interest will have first delivered to the
  Optionor its agreement related to this Agreement and to the Property, containing

(a)              a
  covenant by such transferee to perform all the obligations of the Optionee to
  be performed under this Agreement in respect of the interest to be acquired
  by it from the Optionee to the same extent as if this Agreement had been originally
  executed by the Optionee and such transferee as joint and several obligors making
  joint and several covenants, and 

(b)              a
  provision subjecting any further sale, transfer or other disposition of such
  interest in the Property and this Agreement or any portion thereof to the restrictions
  contained in this §13.1. 

 12.2             
  No assignment by the Optionee of any interest less than its entire interest
  in this Agreement and in the Property will, as between the Optionee and the
  Optionor, discharge it from any of its obligations hereunder, but upon the transfer
  by the Optionee of the entire interest at the time held by it in this Agreement
  (whether to one or more transferees and whether in one or in a number of successive
  transfers), the Optionee will be deemed to be discharged from all obligations
  hereunder save and except for the fulfilment of contractual commitments accrued
  due before the date on which the Optionee will have no further interest in this
  Agreement. 

 12.3             If
  the Optionor

(a)              receives
  a bona fide offer from an independent third party ("Proposed Purchaser") dealing
  at arm's length with the Optionor to purchase all or substantially all of its
  interest in the Property, which offer the Optionor desires to accept, or 

(b)              the
  Optionor intends to sell all or substantially all of its interest in the Option
  or the Property, 


the Optionor will first offer (the "Offer") such interest in writing to the Optionee upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Optionor, as the case may be. 

 12.4             The
  Offer will specify the price and terms and conditions of such sale, the name
  of the Proposed Purchaser (which term will, in the case of an intended offer
  by the Optionor, mean the person or persons to whom the Optionor intends to
  offer its interest) and, if the offer received by the Optionor from the Proposed
  Purchaser provides for any consideration payable to the Optionor otherwise than
  in cash, the Offer will include the Optionor good faith estimate of the cash
  equivalent of the non-cash consideration. 








 - 10 - 

 12.5             
  If within a period of 30 days of the receipt of the Offer the Optionee notifies
  the Optionor in writing that it will accept the same, the Optionor will be bound
  to sell such interest to the Optionee (subject as hereinafter provided with
  respect to price) on the terms and conditions of the Offer. 

 12.6             If
  the Offer so accepted by the Optionee contains the Optionor's good faith estimate
  of the cash equivalent consideration as aforesaid, and if the Optionee disagrees
  with the Optionor's best estimate, the Optionee will so notify the Optionor
  at the time of acceptance and the Optionee will, in such notice, specify what
  it considers, in good faith, the fair cash equivalent to be and the resulting
  total purchase price. 

 12.7             
  If the Optionee so notifies the Optionor, the acceptance by the Optionee will
  be effective and binding upon the Optionor and the Optionee and the cash equivalent
  of any such non-cash consideration will be determined by binding arbitration
  under the Commercial Arbitration Act (British Columbia) and will be payable
  by the Optionee, subject to prepayment as hereinafter provided, within 10 days
  following its determination by arbitration. 

 12.8             The
  Optionee will in such case pay to the Optionor, against receipt of an absolute
  transfer of clear and unencumbered title to the interest of the Optionor being
  sold, the total purchase price which is specified in its notice to the Optionor
  and such amount will be credited to the amount determined following arbitration
  of the cash equivalent of any non-cash consideration. 

 12.9             If
  the Optionee fails to notify the Optionor before the expiration of the time
  limited therefor that it will purchase the interest offered, the Optionor may
  sell and transfer such interest to the Proposed Purchaser at the price and on
  the terms and conditions specified in the Offer for a period of 45 days, provided
  that the terms of this Part 13 will again apply to such interest if the sale
  to the Proposed Purchaser is not completed within the said 45 days. 

 12.10            Any
  sale hereunder will be conditional upon the delivery by the Proposed Purchaser
  to the Optionee of a written undertaking, in form and substance satisfactory
  to counsel for the Optionee, to be bound by the terms and conditions of this
  Agreement. 

 PART 13 

 SURRENDER AND ACQUISITION OF PROPERTY INTERESTS BEFORE TERMINATION
  OF AGREEMENT 

 13.1             The
  Optionee may at any time either before or after the Commencement of Commercial
  Production, elect to abandon any one or more of the mineral claims comprised
  in the Property by giving notice to the Optionor of such intention. 

 13.2             For
  a period of 30 days after the date of delivery of such notice the Optionor may
  elect to have any or all of the mineral claims in respect of which such notice
  has been given transferred to it by delivery of a request therefor to the Optionee,
  whereupon the Optionee will deliver to the Optionor a quit claim or Bill of
  Sale or other appropriate Deed or assurance in registrable form transferring
  such mineral claims to the Optionor. 








 - 11 - 

 13.3             Any
  claims so transferred, if in good standing at the date hereof or if the Optionee
  causes the same to be placed in good standing after the date hereof, will be
  in good standing under the Mineral Tenure Act for at least six months
  from the date of transfer. If the Optionor fails to make request for the transfer
  of any mineral claims as aforesaid within such 30-day period, the Optionee may
  then abandon such mineral claim without further notice to the Optionor. Upon
  any such transfer or abandonment the mineral claims so transferred or abandoned
  will for all purposes of this Agreement cease to form part of the Property.


 PART 14 

 FORCE MAJEURE 

 14.1             If
  the Optionee is at any time either during the Option Period or thereafter prevented
  or delayed in complying with any provisions of this Agreement by reason of strikes,
  walk-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts
  of God, governmental regulations restricting normal operations, shipping delays
  or any other reason or reasons beyond the control of the Optionee, the time
  limited for the performance by the Optionee of its obligations hereunder will
  be extended by a period of time equal in length to the period of each such prevention
  or delay, provided however that nothing herein will discharge the Optionee from
  its obligations under §4.2. 

 14.2             The
  Optionee will within seven days give notice to the Optionor of each event of
  force majeure under §15.1 and upon cessation of such event will furnish
  the Optionor with notice to that effect together with particulars of the number
  of days by which the obligations of the Optionee hereunder have been extended
  by virtue of such event of force majeure and all preceding events of force majeure.


 14.3             After
  the Commencement of Commercial Production, the Optionee will work, mine and
  operate the Property during such time or times as the Optionee in its sole judgment
  considers such operations to be profitable. 

 14.4             The
  Optionee may suspend or curtail operations during periods when the products
  derived from the Property cannot be profitably sold at prevailing prices or
  if an unreasonable inventory thereof, in the Optionee's sole judgment, has accumulated
  or would otherwise accumulate. 

 PART 15 

 CONFIDENTIAL INFORMATION 

 15.1             No
  information furnished by the Optionee to the Optionor hereunder in respect of
  the activities carried out on the Property by the Optionee, or related to the
  sale of product derived from the Property, will be published by the Optionor
  without the written consent of the Optionee, but such consent in respect of
  the reporting of factual data will not be unreasonably withheld, and will not
  be withheld in respect of information required to be publicly disclosed pursuant
  to applicable securities or corporation laws. 








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 PART 16 

 ARBITRATION 

 16.1             All
  questions or matters in dispute with respect to the accounting of moneys expended
  by the Optionee as provided herein, or with respect to the calculation of or
  amounts taken into account in the determination of the Royalty or the value
  of shares paid in §4.3 will be submitted to arbitration pursuant to the
  terms hereof. 

 16.2             It
  will be a condition precedent to the right of any party to submit any matter
  to arbitration pursuant to the provisions hereof, that any party intending to
  refer any matter to arbitration will have given not less than 30 days' prior
  written notice of its intention so to do to the other party together with particulars
  of the matter in dispute. 

 16.3             
  On the expiration of such 30 days, the party who gave such notice may proceed
  to refer the dispute to arbitration as provided in Part 17. 

 16.4             The
  party desiring arbitration will appoint one arbitrator, and will notify the
  other party of such appointment, and the other party will, within 30 days after
  receiving such notice, appoint an arbitrator, and the two arbitrators so named,
  before proceeding to act, will, within 30 days of the appointment of the last
  appointed arbitrator, unanimously agree on the appointment of a third arbitrator
  to act with them and be chairman of the arbitration herein provided for. 

 16.5             
  If the other party will fail to appoint an arbitrator within seven days after
  receiving notice of the appointment of the first arbitrator, and if the two
  arbitrators appointed by the parties fail to agree on the appointment of the
  chairman, the chairman will be appointed under the provision of the Commercial
  Arbitration Act (British Columbia). 

 16.6             
  Except as specifically otherwise provided in this Part 17 the arbitration herein
  provided for will be conducted in accordance with such Act. 

 16.7             The
  chairman, or in the case where only one arbitrator is appointed, the single
  arbitrator, will fix a time and place in Vancouver, British Columbia, for the
  purpose of hearing the evidence and representations of the parties, and he will
  preside over the arbitration and determine all questions of procedure not provided
  for under such Act or this Part 17. 

 16.8             After
  hearing any evidence and representations that the parties may submit, the single
  arbitrator, or the arbitrators, as the case may be, will make an award and reduce
  the same to writing, and deliver one copy thereof to each of the parties. 

 16.9             The
  expense of the arbitration will be paid as specified in the award. 

 16.10            The
  parties may agree that the award of a majority of the arbitrators, or in the
  case of a single arbitrator, of such arbitrator, will be final and binding upon
  each of them. 








 - 13 - 

 PART 17 

 DEFAULT AND TERMINATION 

 17.1             
  If at any time during the Option Period the Optionee fails to perform any obligation
  required to be performed hereunder, which failure or breach materially interferes
  with the implementation of this Agreement, the Optionor may terminate this Agreement
  but only if

(a)              
  it first gives to the Optionee a notice of default containing particulars of
  the obligation which the Optionee has not performed, or the warranty breached,
  and 

(b)              the
  Optionee does not, within 30 days after delivery of such notice of default,
  cure such default if reasonably possible within said 30 days, or begun proceedings
  to cure such default by appropriate payment or performance if such default reasonably
  requires more than 30 days (the Optionee hereby agreeing that should it so begin
  to cure any default it will prosecute the same to completion without undue delay).


 17.2             
  If the Optionee fails to comply with the provisions of §18.1 the Optionor
  may thereafter terminate this Agreement, and the provisions of Part 9 will then
  be applicable. 

 17.3             The
  Optionee may at any time terminate this Option by giving notice of termination
  to the Optionor and shall thereupon be relieved of any further obligations in
  connection herewith but shall remain liable for obligations which have accrued
  to the date of notice. 

 PART 18 

 AREA OF INTEREST 

 18.1             There
  shall exist an area of common interest within the area around the Property delineated
  on Schedule A. If either Party (or permitted assignee) beneficially acquires
  any interest in mineral claims within such area they shall, at the election
  of the other party (made by it within 10 days of written notice), be made part
  of the Property for all purposes including the Royalty (to the extent of .5%
  of Net Smelter Returns). That is, if acquired by the Optionee, such additional
  claims shall be transferred to the Optionor on termination hereof without additional
  cost and if acquired by the Optionor shall be optioned to the Optionee as if
  part of the Property (and without additional consideration being demanded from
  the Optionee). 

 PART 19 

 NOTICES 

 19.1             Each
  notice, demand or other communication required or permitted to be given under
  this Agreement will be in writing and will be sent by personal delivery, fax
  or prepaid registered mail to the addresses of the parties written on page 1.








 - 14 - 

 19.2             The
  date of receipt of such notice, demand or other communication will be the date
  of delivery or fax thereof if delivered or faxed, or, if given by registered
  mail as aforesaid, will be deemed conclusively to be the third day after the
  same will have been so mailed except in the case of interruption of postal services
  for any reason whatever, in which case the date of receipt will be the date
  on which the notice, demand or other communication is actually received by the
  addressee. 

 19.3             Either
  party may at any time and from time to time notify the other party in writing
  of a change of address and the new address to which notice will be given to
  it thereafter until further change. 

 PART 20 

 GENERAL 

 20.1             This
  Agreement will supersede and replace any other agreement or arrangement, whether
  oral or written, heretofore existing between the parties in respect of the subject
  matter of this Agreement. 

 20.2             
  No consent or waiver expressed or implied by either party in respect of any
  breach or default by the other in the performance of such other of its obligations
  hereunder will be deemed or construed to be a consent to or a waiver of any
  other breach or default. 

 20.3             The
  parties will promptly execute or cause to be executed all documents, deeds,
  conveyances and other instruments of further assurance which may be reasonably
  necessary or advisable to carry out fully the intent of this Agreement or to
  record wherever appropriate the respective interests from time to time of the
  parties in the Property. 

 20.4             This
  Agreement will enure to the benefit of and be binding upon the parties and their
  respective successors and permitted assigns. 

 20.5             This
  Agreement will be construed in accordance with the laws of the Province of British
  Columbia and the laws of Canada applicable therein. 

 20.6             All
  sums of money referred to herein are expressed in Canadian currency. 

 20.7             The
  headings appearing in this Agreement are for general information and reference
  only and this Agreement will not be construed by reference to such headings.


 20.8             In
  interpreting this Agreement and any schedules hereto attached, where the context
  so requires, the singular will include the plural, and the masculine will include
  the feminine, the neuter, and vice versa. 

 20.9             Nothing
  herein will constitute or be taken to constitute the Parties as partners or
  create any fiduciary relationship between them provided, however, that this
  qualification will not limit the express duty of each Party to act toward the
  other Party at all times in good faith with respect to all their obligations
  under this Agreement. 








 - 15 - 

 20.10            No
  modification, alteration or waiver of the terms herein contained will be binding
  unless the same is in writing, dated subsequently hereto, and fully executed
  by the Parties. 

 20.11            This
  Agreement may be executed in counterpart and by facsimile. 

 IN WITNESS WHEREOF the corporate seals of the Optionor and the Optionee
  have been hereunto affixed in the presence of their duly authorized officers
  in that behalf on the ______ day of 

  ___________________________, 2004. 

	 	 The Optionee  	 
	 	 	 
	 	 AMARC RESOURCES LTD.  	 
	 	 	 
	 	 	 
	Per:	  	 
	 	 Authorized Signatory  	 
	 	  	 
	 	 The Optionor  	 
	 	 	 
	 	 ISKUT NORTH SYNDICATE,  	 
	 	 by its Directors  	 
	 	 	 
	 	 	 
	Per:	  	 
	 	 Don Barker  	 
	 	 	 
	Per:	  	 
	 	 Adam Travis  	 
	 	 	 
	Per:	   	 
	 	 Jeff Gold  	 








      SCHEDULE A

  Iskut North Syndicate Claims 

	 Tenure

       Number  	 Claim Name  	 Owner

       Number 	 Map

       Number  	Work 
 Recorded  
 To 
    	 Status  	 Mining 
 Division  	 Area 	  Tag  
  Number  
	 392717  	 Wolverine 1  	 129188
 100% 	 104J012  	 2004.04.13  	 Good Standing 
 2004.04.13  	 02 Atlin  	 20un 	  238845  
	 392718  	 Wolverine 2  	 129188 
 100% 	 104J012  	 2004.04.13  	 Good Standing  
 2004.04.13  	 02 Atlin  	 20un 	  238846  



* Note FMC 129188 = Sydney Wilson (a syndicate member) held on behalf of the Iskut North Syndicate. 

 







 SCHEDULE B 

 ESCROW AGREEMENT 

 THIS AGREEMENT is made the ______ day of November, 2002 


AMONG: 


  
    
      
        
           AMARC RESOURCES LTD., a company duly incorporated pursuant
            to the laws of the Province of British Columbia and having its registered
            and business office situated at 1020 – 800 West Pender Street,
            Vancouver, British Columbia, V6C 2V6 

           (the "Optionee") 

        

      

    

  




AND: 


  
    
      
        
           ISKUT NORTH SYNDICATE, a syndicate formed to explore for
            and acquire properties in northern British Columbia

           (the "Optionor") 

        

      

    

  




AND: 


  
    
      
        
           LML&S SERVICES INC., a British Columbia company with
            its registered office at 1500 Royal Centre, 1055 West Georgia Street,
            P.O. Box 11117, Vancouver, British Columbia, V6E 4N7 

           (the "Escrow Agent") 

        

      

    

  




WHEREAS: 

 (A)               
  Pursuant to a Property Option Agreement of the same date between the Optionor
  and the Optionee (the "Option Agreement"), to which this agreement is attached
  as Schedule B, the Optionee can acquire a 100% interest in certain mineral claims
  comprising the Property, on the terms set forth in the Option Agreement; and


 (B)               The
  Optionor and the Optionee have agreed that the duly executed recordable bills
  of sale respecting the mineral claim (the "Claims") comprising the Property
  (the "Escrow Documents") will be held in escrow; 


NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants contained herein the Parties hereto mutually agree as follows:

 1.               Terms
  of Escrow and Release 

 1.1              The
  Optionor will forthwith deliver to the Escrow Agent the Escrow Documents respecting
  each of the following Claims and such other Claims as may be added under the
  terms of the Option Agreement: 









- 2 - 

	 Tenure  
 Number  	    Claim Name  	 Owner 
 Number 	 Map  
 Number  	Work 
  Recorded  

       To  	  Status  	 Mining  
 Division  	 Area 	  Tag  
  Number 
    
	 392717  	    Wolverine 1  	 129188 
 100% 	 104J012  	  2004.04.13  	  Good Standing  
  2004.04.13 
    	 02 Atlin  	 20un  	  238845  
	92718  	    Wolverine 2  	 129188 
 100% 	 104J012  	  2004.04.13  	  Good Standing  
  2004.04.13 
    	 02 Atlin  	 20un  	  238846  


 1.2              On
  receipt of notice from the Optionee that the Optionee has exercised its Option
  to acquire the Claims in accordance with the terms of the Option Agreement,
  the Optionee will provide written request to the Escrow Agent to release the
  Escrow Documents to the Optionee. Upon receipt of such notice, the Escrow Agent
  will deliver the Notice to the Optionor. 

 1.3              If
  after 10 days the Optionor has not objected to the notice in §1.2, the
  Escrow Agent will deliver the Escrow Documents to the Optionee. 

 1.4              If
  the Escrow Agent receives a notice from the Optionor that the Optionee has defaulted
  under the Option Agreement, the Escrow Agent shall deliver the notice to the
  Optionee. 

 1.5              If
  the Optionee does not dispute the default notice in §1.4, the Escrow Agent
  will deliver the Escrow Documents to the Optionor. 

 1.6              In
  the event of a dispute under §1.3 - §1.5, the Escrow Agent will retain
  the Escrow Documents until a settlement or judicial resolution of the dispute.


 2.               Cancellation
  of Escrow Arrangement 

 2.1              If
  the Option Agreement is terminated in accordance with the terms of the Option
  Agreement, the Optionor and the Optionee will forthwith jointly advise the Escrow
  Agent, who will return the Escrow Documents to the Optionor. 

 3.               Escrow
  Agent 

 3.1              The
  Escrow Agent agrees to perform all of the duties hereinbefore set forth which
  are applicable to it unless prohibited by a Court of competent jurisdiction.


 3.2              The
  Optionee will pay from time to time the reasonable fees and expenses of the
  Escrow Agent in connection with the performance of its duties hereunder and
  in connection with any proceedings in which it is involved as a result of agreeing
  to be a Party to this Agreement. 

 3.3              The
  Optionee and the Optionor will indemnify and save harmless the Escrow Agent
  of and from all other claims, demands, damage, loss and expense arising out
  of the performance of its duties hereunder. 








 - 3 - 

 4.               Escrow
  Agent 

 4.1              The
  Escrow Agent will have no responsibility in respect of the Escrow Documents
  except the duty to exercise such care in the safekeeping thereof as it would
  exercise if the Escrow Documents were the property of a client of the Escrow
  Agent. 

 4.2              The
  Escrow Agent will have no duties or obligations except those which are expressly
  set forth in this Agreement, and, except as expressly set out in this Agreement,
  it will not be bound by any notice of a claim or demand with respect thereto,
  or any waiver, modification, amendment, termination or rescission of this Agreement
  unless received by it in writing and signed by the other Parties and unless
  it has given its written consent thereto if its duties or obligations under
  this Agreement are affected. 

 4.3              The
  Escrow Agent will be protected in acting on any written notice, request, waiver,
  consent, receipt, election, declaration or any paper or document furnished to
  it and executed, whether or not under the seal, by any Party hereto not only
  as to its due execution and the validity and effectiveness of its provisions,
  but also as to the truth and acceptability of any information therein contained,
  which it in good faith believes to be genuine and the Escrow Agent will not
  be required to determine the authenticity of signatures or the power and authority
  of any signatory to execute documents or to verify the accuracy of any statement
  contained therein. 

 5.               Replacement
  of Escrow Agent 

 5.1              If
  the Escrow Agent wishes to be relieved from its duties and obligations under
  this Agreement it shall so notify the other Parties in writing, or in the event
  that the Optionee and the Optionor mutually agree to replace the Escrow Agent,
  they shall so notify the Escrow Agent of their intention and, in either case,
  the replacement of the Escrow Agent shall be made within a period of sixty (60)
  days following receipt of the notice, provided that the selection and appointment
  of the replacement for the Escrow Agent shall be the sole responsibility of
  the Optionee, subject to the consent of the Optionor, which consent shall not
  be unreasonably withheld, and subject to the agreement of the new Escrow Agent
  to be bound by the terms and conditions of this Agreement. 

 6.               New
  Escrow Agent 

 6.1              Any
  new Escrow Agent appointed hereunder shall execute an instrument accepting such
  appointment hereunder and deliver one counterpart thereof to the Optionee, one
  counterpart thereof to the Escrow Agent last in office, and one counterpart
  to the Optionor, and thereupon such new Escrow Agent without further act shall
  become vested in all rights, powers and obligations of its predecessor for execution
  of the mandate hereunder, with like effect as if originally named as Escrow
  Agent herein, and the predecessor Escrow Agent shall forthwith deliver the Escrow
  Documents and any other documents in its possession pursuant to this Agreement
  to the new Escrow Agent, for the purposes and uses of this Agreement. 








 - 4 - 

 7.               Escrow
  Agents Counsel 

 7.1              Each
  of the Parties confirms that it is aware that the Escrow Agent is a corporation
  that is controlled and directed by Lang Michener, Barristers and Solicitors,
  Counsel to the Optionee. 

 8.               Notice
  

 8.1              Subject
  to section 8.2, any notice, direction or other instrument required or permitted
  to be given hereunder will be delivered or faxed in writing to the respective
  Parties at the addresses set out on the first page of this Agreement and notice
  to such addresses will be and will constitute full and complete notice and delivery
  to the respective Party.

 8.2              Any
  Party hereto may change its address for service of notice by a notice in writing
  delivered to all of the other Parties in the manner provided in section 8.1.


 9.               Enurement
  

 9.1              This
  Agreement will enure to the benefit of and be binding upon the Parties hereto,
  their respective successors and assigns. 

 10.              Counterparts
  

 10.1             This
  Agreement may be executed by any person who is to become a Party hereto by signing
  a counterpart hereof, each of which counterparts together will constitute a
  single instrument. 


IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written. 

	 	 The Optionee  	 
	 	 	 
	 	 AMARC RESOURCES LTD.  	 
	 	 	 
	Per:  	  	 
	 	 Authorized Signatory  	 











 - 5 - 

	 	 The Optionor  	 
	 	 	 
	 	 ISKUT NORTH SYNDICATE,  	 
	 	 by its Directors  	 
	 	 	 
	Per:	   	 
	 	 Don Barker  	 
	 	 	 
	Per:	  	 
	 	 Adam Travis  	 
	 	 	 
	Per:	  	 
	 	 Jeff Gold  	 
	 	 	 
	 	 	 
	 	 LML&S SERVICES INC.  	 
	 	 	 
	Per:	  	 
	 	 Authorized Signatory  	 











 SCHEDULE C 

 NET SMELTER ROYALTY 

 1.               The
  holder of the working interest in the Property hereby grants the holder of this
  Royalty (the "Grantee"), a royalty (the "Royalty") on Net Smelter Returns
  ("Net Smelter Returns") equal to 2% for ore produced from the Original
  Property and 1% for ore produced from the Additional Property which royalty
  will be calculated, paid and otherwise regulated in accordance with the terms
  of this Royalty Deed. 

 2.               For
  the purposes hereof, Net Smelter Returns will be calculated by taking the gross
  revenues from the sale by the Owner of all ore mined from the Property and from
  the sale by the Owner of concentrate and metal derived from ore mined from the
  Property, allocated between the Original Property and the Additional Property
  on a reasonable basis and deducting therefrom

(a)               ll
  smelting and refining costs, sampling, assaying and treatment charges and penalties
  including but not limited to metal losses, penalties for impurities and charges
  for refining, selling and handling by the smelter, refinery or other purchaser
  (including price participating charges by smelters and by refiners), 

(b)               costs
  of handling, transporting, securing and insuring such material from the Property
  or from a concentrator, whether situated on or off the Property, to a smelter,
  refinery or other place of treatment, and in the case of gold or silver concentrates,
  security costs, 

(c)               ad
  valorem taxes and taxes based upon sales or production, but not income taxes,
  and 

(d)               marketing
  costs, including sales commissions, incurred in selling ore, concentrate and
  metal produced from the Property. 

 3.               For
  the purposes of determining Net Smelter Returns, all receipts and disbursements
  in a currency other than Canadian will be converted into Canadian currency on
  the day of receipt or disbursement, as the case may be. 

 4.               After
  the year in which commercial production is commenced on the Property, the Grantee
  will be provided annually on or before April 1 with a copy of the calculation
  of Net Smelter Returns and the Royalty, determined in accordance with this Royalty
  Deed, for the preceding calendar year, certified correct by the Owner. 

 5.               Payments
  on the Royalty for each calendar year will be made in Canadian dollars on or
  before April 1 after the end of the year in which Net Smelter Returns, as determined
  on the basis of final adjusted invoices, are received by the Owner. 

 6.               All
  Royalty Payments to be made to the Grantee by the Owner will be made to the
  Grantee at a bank specified by the Grantee in §7. 







 - 2 - 

 7.               Upon
  30 days' prior written notice by the Owner to the Grantee, the Grantee will
  designate a "Payment Bank" for payment, such payments to continue at the Payment
  Bank notwithstanding any assignment or transfer of the Royalty. 

 8.               If
  the Payment Bank (or any successor bank) fails, liquidates or is succeeded by
  another bank, or for any reason fails or refuses to accept any payment, the
  Owner will not be held in default for failure to make such payment until 60
  days after the Grantee has notified the Owner of the name of another bank which
  will act as the Grantee's agent to receive the payments. 

 9.               Nothing
  contained in this Royalty Deed or any Schedule hereto will be construed as conferring
  upon any person receiving a percentage of Net Smelter Returns any right to or
  beneficial interest in the Property, and the right to receive a percentage of
  Net Smelter Returns from the Owner as and when due is and will be deemed to
  be a contractual right only, and will not be deemed to constitute the Owner
  the partner, agent or legal representative of such person or to create any fiduciary
  relationship between them for any purpose whatsoever. 

 10.             The
  Owner may, but will not be under any duty to, engage in price protection (hedging)
  or speculative transactions such as futures contracts and commodity options
  in its sole discretion covering all or part of production from the Property
  and, except in the case where products are actually delivered and a sale is
  actually consummated under this price protection or speculative transactions,
  neither the profits or losses from such transactions will be taken into account
  in calculating Net Smelter Returns or any interest therein. 

 11.             The
  Owner will be entitled to make all operational decisions with respect to the
  methods and extent of mining and processing of ore, concentrate and metal produced
  from the Property (for example, without limitation, the decision to process
  by heap leaching rather than conventional milling). 

 12.             If
  the Property is brought into commercial production, it may be operated as a
  single operation with other mining properties owned by third parties or in which
  the Owner has an interest, in which event (notwithstanding separate ownership
  thereof) ores mined from the mining properties (including the Property) may
  be blended at the time of mining or at any time thereafter. 

 13.             
  If §2 applies, the respective mining properties will bear and have allocated
  to them their proportionate part of costs described in §2(a) to (d) incurred
  relating to the single operation, and there will be allocated to each of them
  the proportionate part of the revenues earned relating to such single operation,
  all as determined from records maintained in accordance with generally accepted
  accounting principles. 

 14.             In
  making any such allocation, effect will be given to the tonnages of ore and
  other material mined and beneficiated and the characteristics of such material
  including the metal content of ore removed from, and to any special charges
  relating particularly to ore, concentrates or other products or the treatment
  thereof derived from, any of such mining properties. 








 - 3 - 

 15.             The
  Owner will ensure that reasonable practices and procedures are adopted and employed
  for weighing, determining mineral content, sampling and assaying and determining
  recovery factors. 

 16.               
  Except for payments of the Royalty, all notices, designations, or other documents
  required or authorized by the terms of this Royalty Deed will be in writing
  and will be personally delivered or mailed in Canada by registered or certified
  mail, postage prepaid, return receipt requested, addressed to the address of
  the intended recipient given by notice pursuant to the Agreement to which this
  is a Schedule.