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                                                                     EXHIBIT 4.4

                  SPECIAL WARRANT INDENTURE AMENDMENT AGREEMENT

This Agreement dated for reference January 6, 2003 is

BETWEEN:

                  IVANHOE MINES LTD., a company incorporated under the laws of
                  the Yukon Territory

                                                                 (the "Company")

AND

                  CIBC MELLON TRUST COMPANY, a Trust Company incorporated under
                  the laws of Canada and having an office in the City of
                  Vancouver

                                                           (the "Warrant Agent")

RECITALS:

A.   The Company and the Warrant Agent entered into a Special Warrant Indenture
     (the "Special Warrant Indenture") dated as of December 12, 2002 in respect
     of 20,000,000 special warrants exercisable into common shares in the
     capital of the Company.

B.   The parties have agreed to amend the Special Warrant Indenture in
     accordance with the terms set forth below.

AGREEMENTS:

For good and valuable consideration and receipt of which is hereby acknowledged,
the parties agree as follows:

1.       The definition of "Qualification Date" in section 1.1(v) of the Special
         Warrant Indenture is deleted in its entirety and replaced as follows:

         "Qualification Date" means the date which is the later of (i) the date
         on which a receipt has been issued by the British Columbia Securities
         Commission and, in respect of subscribers for Special Warrants that are
         resident in the Province of Ontario only, the Ontario Securities
         Commission for the Final Prospectus qualifying the Common Shares
         issuable upon exercise of the Special Warrants; and (ii) the date on
         which an Australian Prospectus is lodged with ASIC in relation to the
         Shares;

2.       The definition of "Qualifying Province" in section 1.1(x) of the
         Special Warrant Indenture is deleted in its entirety and replaced as
         follows:

         "Qualifying Provinces" means the Province of British Columbia and the
         Province of Ontario;

3.       Page two of Schedule A to the Special Warrant Indenture is deleted in
         its entirety and replaced with the page attached as Schedule A to this
         Agreement.

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4.       All references in the Special Warrant Indenture to "Qualifying
         Province" will be deemed to refer to "Qualifying Provinces".

5.       This Agreement will be governed by and construed in accordance with the
         laws of British Columbia and the federal laws of Canada applicable
         thereto.

6.       This Agreement may be executed in one or more counterparts, each of
         which so executed shall be deemed to be an original and such
         counterparts together shall constitute one and the same instrument.

7.       This Agreement shall benefit and bind the parties to it in respect to
         its successors and assigns.

IN WITNESS WHEREOF the parties have executed this Agreement as of the 17th day
of January, 2003.

                                             IVANHOE MINES LTD.

                                               Per:_____________________________
                                                     Authorized Signatory

                                             CIBC MELLON TRUST COMPANY

                                               Per:_____________________________
                                                     Authorized Signatory

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                                   SCHEDULE A

                               IVANHOE MINES LTD.

                                ARBN 075 217 097
                                 (the "Company")

THE SPECIAL WARRANTS REPRESENTED BY THIS CERTIFICATE WILL EXPIRE AS OF 5:00
P.M., VANCOUVER TIME, ON THE FIFTH (5TH) BUSINESS DAY FOLLOWING THE EARLIER OF:

         1.       THE LATER OF (I) THE DAY UPON WHICH A RECEIPT (OR A COPY
                  THEREOF) FOR A FINAL PROSPECTUS IN RESPECT OF THE COMMON
                  SHARES ISSUABLE UPON EXERCISE OF THE SPECIAL WARRANTS IS
                  ISSUED BY THE BRITISH COLUMBIA SECURITIES COMMISSION [FOR
                  ONTARIO SUBSCRIBERS ONLY: AND THE ONTARIO SECURITIES
                  COMMISSION]; AND (II) THE DATE ON WHICH A PROSPECTUS UNDER
                  CHAPTER 6D OF THE CORPORATIONS ACT 2001 (AUSTRALIA) IS LODGED
                  WITH THE AUSTRALIAN SECURITIES AND INVESTMENT COMMISSION IN
                  RELATION TO THE COMMON SHARES ISSUABLE UPON EXERCISE OF THE
                  SPECIAL WARRANTS; AND

         2.       -, 2003

(THE "EXPIRY DATE"), UNLESS SPECIFICALLY EXERCISED OR DEEMED EXERCISED IN THE
MANNER HEREINAFTER DESCRIBED ON OR PRIOR TO THE EXPIRY DATE.