****


**MINERA
      ANDES
      INC.**





**AMENDED
      STOCK OPTION PLAN - MAY 19, 2005**








**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 9,000,000 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




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  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 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.





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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**





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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.





**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**





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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.


**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 19th day of May,
      2005.





**MINERA
                ANDES INC.**Per:/s/
                Bonnie L. Kuhn(c/s)
              Bonnie
                L. Kuhn, Secretary





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