MINERA ANDES INC.

                    AMENDED STOCK OPTION PLAN - JUNE 26, 1998
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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 10% of the Corporation's issued and outstanding common shares from time
to time, to a maximum of 3,000,000 shares. If any Option granted hereunder shall


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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

     a.   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 

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          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;

     b.   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

     a.   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.

     b.   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.

     c.   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.

     d.   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 

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          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:

     a.   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

     b.   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.


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.

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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.

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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.


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.

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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 officers duly authorized in that behalf as
of the 26th day of June, 1998.

                                       MINERA ANDES INC.

                                       Per: /s/ ALLEN V. AMBROSE           (c/s)
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                                       Per: /s/ ARMAND G. HANSEN
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