Amended Stock Option Plan dated September 3, 2003



 Exhibit 10.3 
  
 MINERA ANDES INC. 
  
 AMENDED STOCK OPTION PLAN - SEPTEMBER 3, 2003 
  

	1.	 	Purpose 

  
 The purpose of the Stock Option Plan (the “Plan”) of Minera Andes Inc., a body corporate incorporated under the Business Corporations Act
(Alberta) (the “Corporation”), is to advance the interests of the Corporation or any of its subsidiaries or affiliates by encouraging the directors, officers, employees and consultants of the Corporation or any of its subsidiaries or
affiliates to acquire shares in the Corporation, thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation or any of its subsidiaries or affiliates and furnishing them with
additional incentive in their efforts on behalf of the Corporation or any of its subsidiaries or affiliates in the conduct of their affairs. 
  

	2.	 	Administration and Granting of Options 

  
 The Plan shall be administered by the board of directors of the Corporation. A majority of the board of directors shall constitute a quorum, and the acts
of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors. 
  

Subject to the provisions of the Plan, the board of directors shall have authority to construe and interpret the Plan and all option agreements entered
into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for
the administration of the Plan. All determinations and interpretations made by the board of directors shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries. 
  
 Each option granted hereunder shall be evidenced by an agreement, signed on
behalf of the Corporation and by the optionee, in such form as the directors shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan. 
  

	3.	 	Shares Subject to Plan 

  
 Subject to adjustment as provided in Section 15 hereof, the shares to be offered under the Plan shall consist of shares of the Corporation’s
authorized but unissued common shares. The aggregate number of shares to be delivered upon the exercise of all options granted under the Plan (the “Options”) shall not exceed 20% of the Corporation’s issued and outstanding common
shares from time to time, to a maximum of 6,000,000 shares. If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for the
purpose of this Plan. 
  

	4.	 	Number of Optioned Shares 

  
 The number of shares subject to an Option to a Participant shall be determined by the Board of Directors, but no Participant, upon the Corporation
becoming listed on any stock exchange, shall be granted an Option which exceeds the maximum number of shares permitted by any stock exchange on which the common shares are then listed or other regulatory body having jurisdiction. 








	5.	 	Vesting 

  
 The Committee may, in its sole discretion, determine the time during which Options shall vest and the method of vesting, or that no vesting restriction
shall exist. 
  

	6.	 	Maintenance of Sufficient Capital 

  
 The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of shares as will be sufficient to satisfy the
requirements of the Plan. 
  

	7.	 	Participation 

  
 Directors, officers, management, consultants and employees of the Corporation shall be eligible for selection to participate in the Plan (such persons
hereinafter collectively referred to as “Participants”). The board of directors shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall
be granted, and the number of shares to be subject to each option. An individual who has been granted an option may, if he is otherwise eligible, and if permitted under the policies of the stock exchange or stock exchanges on which the shares of the
Corporation are to be listed, be granted an additional option or options if the directors shall so determine. 
  

	8.	 	Exercise Price 

  

	 	1.	 	The exercise price of the shares covered by each option shall be determined by the directors. Subject to the provisions of Section 8(b), the exercise price shall be not less than
the closing price of the Corporation’s shares on the stock exchange or stock exchanges on which the shares of the Corporation are listed on the last trading day immediately preceding the day on which the stock exchange is notified of the
proposed issuance of option, less any discounts permitted by the policy or policies of such stock exchange or stock exchanges; 

  

	 	2.	 	If an option is granted within six months of a public distribution of the Corporation’s shares by way of prospectus, then the minimum exercise price of such option shall, if
the policy of such stock exchange or stock exchanges requires, be the greater of the price determined pursuant to Section 8(a) and the price per share paid by the investing public for shares of the Corporation acquired by the public during such
public distribution, determined in accordance with the policy of such stock exchange or stock exchanges. 

  

	9.	 	Duration of Option 

  
 Each Option and all rights thereunder shall be expressed to expire on the date set out in the Option agreements and shall be subject to earlier
termination as provided in paragraphs 11 and 12. 
  

	10.	 	Option Period, Consideration and Payment 

  

	 	1.	 	 The Option period shall be a period of time fixed by the Committee, not to exceed the maximum period permitted by any stock exchange on which the common shares are
then listed or other regulatory body having jurisdiction, provided that the Option period shall 



  

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be reduced with respect to any Option as provided in Sections 11 and 12 covering cessation as a director, officer, employee or consultant of the Corporation
or any of its subsidiaries or affiliates or death of the Participant. 


  

	 	2.	 	Except as set forth in Sections 10(c), 11 and 12, no Option may be exercised unless the Participant is at the time of such exercise a director, officer, employee or consultant of
the Corporation or any of its subsidiaries or affiliates. 

  

	 	3.	 	Notwithstanding any other provision to the contrary, an Option granted to a consultant in connection with specific services provided or to be provided by that consultant shall be
exercised only after the date of completion of such service and prior to 30 days following the date of completion of such service. 

  

	 	4.	 	The exercise of any Option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of shares with respect to
which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such shares with respect to which the Option is exercised. No Participant or his legal representatives, legatees or
distributees will be, or will be deemed to be, a holder of any shares subject to an Option under this Plan, unless and until the certificates for such shares are issued to such persons under the terms of the Plan. 

  

	11.	 	Ceasing To Be a Director, Officer, Employee or Consultant 

  
 If a Participant shall cease to be a director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates for any reason
(other than death), the Participant may but only within 90 days next succeeding the Participant’s ceasing to be a director, officer, employee or consultant, exercise the Participant’s Option to the extent that the Participant was entitled
to exercise it at the date of such cessation. 
  
 Nothing
contained in the Plan nor in any Option granted pursuant to the Plan shall confer upon any Participant any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any of its subsidiaries or affiliates.

  

	12.	 	Death of Participant 

  
 In the event of the death of a Participant, the Option previously granted to him shall be exercisable only within the twelve months next succeeding such
death and then only: 
  

	 	1.	 	by the person or persons to whom the Participant’s rights under the Option shall pass by the Participant’s will or the laws of descent and distribution; and


  

	 	2.	 	if and to the extent that the Participant was entitled to exercise the Option at the date of the Participant’s death. 

  

	13.	 	Rights of Optionee 

  
 No person entitled to exercise an Option shall have any of the rights or privileges of a shareholder of the Corporation in respect of any shares issuable
upon exercise of such Option until certificates representing such shares shall have been issued and delivered. 
  

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	14.	 	Proceeds from Sale of Shares 

  
 The proceeds from sale of shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used
from time to time for such corporate purposes as the Committee may determine and direct. 
  

	15.	 	Adjustments 

  
 If the outstanding shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares of securities of
the Corporation through re-organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, an appropriate and proportionate adjustment shall be made in the maximum number or kind of shares as to which
options may be granted under the Plan. A corresponding adjustment changing the number or kind of shares allocated to unexercised options or portions thereof, which shall have been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the option but with a corresponding adjustment in the price for each share or other unit of any security
covered by the option. 
  
 Upon the liquidation or dissolution of
the Corporation or upon a re-organization, merger or consolidation of the Corporation with one or more corporations as a result of which the Corporation is not the surviving corporation, or upon the sale of substantially all of the property or more
than eighty (80%) percent of the then outstanding shares of the Corporation to another corporation, the Plan shall terminate, and any options theretofore granted hereunder shall terminate unless provision is made in writing in connection with such
transaction for the continuance of the Plan and for the assumption of options theretofore granted, or the substitution for such options of new options covering the shares of a successor employer corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to number and kind of shares and prices, in which event the Plan and options theretofore granted shall continue in the manner and upon the terms so provided. If the Plan and unexercised options shall terminate pursuant to
the foregoing sentence all persons then entitled to exercise an unexercised portion of options then outstanding shall have the right at such time immediately prior to consummation of the event which results in the termination of the Plan as the
Corporation shall designate, to exercise their options to the full extent not theretofore exercised. 
  
 Adjustments under this Section shall be made by the board of directors whose determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional share shall be issued under the Plan on any such adjustment. 
  

	16.	 	Transferability 

  
 All benefits, rights and Options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferrable or
assignable unless specifically provided herein. During the lifetime of a Participant any benefits, rights and Options may only be exercised by the Participant. 
  

	17.	 	Amendment and Termination of Plan 

  
 The Committee may, at any time, suspend or terminate the Plan. The board may also at any time amend or revise the terms of the Plan, PROVIDED that no such
amendment or revision shall alter the terms of any Options theretofore granted under the Plan. 
  

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	18.	 	Necessary Approvals 

  
 The ability of the Options to be exercised and the obligation of the Corporation to issue and deliver shares in accordance with the Plan is subject to any
approvals which may be required from the shareholders of the Corporation, any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any shares cannot be issued to any Participant for whatever reason,
the obligation of the Corporation to issue such shares shall terminate and any Option exercise price paid to the Corporation will be returned to the Participant. 
  
 Options issued to residents of the United States may only be issued and subsequently exercised in conformity with the
registration provisions of the Securities Act of 1933, as amended the rules and regulations thereto and the applicable state securities laws. 
  

	19.	 	Prior Plans 

  
 The Plan shall entirely replace and supersede prior share options plans, if any, enacted by the Board of Directors of the Corporation or its predecessor
corporations. 
  

	20.	 	Stock Exchange Rules 

  
 The rules of any stock exchange upon which the Corporation’s Shares are listed shall be applicable relative to options granted to Participants.

  

	21.	 	Effective Date of Plan 

  
 The Plan has been adopted by the Committee subject to the approval of any stock exchange on which the shares of the Corporation are to be listed or other
regulatory body having jurisdiction and, if so approved, the Plan shall become effective upon such approvals being obtained. 
  
 IN WITNESS WHEREOF the Corporation has caused its corporate seal to be affixed hereto in the presence of its officer duly authorized in that behalf
as of the 3rd day of September, 2003. 
  

	MINERA ANDES INC.
		
	 Per:
	 	 “Bonnie L.
Kuhn”                            (c/s)


	 	 	   Bonnie L. Kuhn, Chief Financial
   Officer and Secretary



  

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