EXHIBIT 4.71

                               INDEMNITY AGREEMENT

         THIS AGREEMENT made the 7th day of July 2004,

BETWEEN:

                  IMA  EXPLORATION  INC. having an office at Suite 709, 837 West
                  Hastings Street, Vancouver, British Columbia V6C 3N6

                  ("IMA")

AND:

                  GOLDEN ARROW RESOURCES  CORPORATION  having an office at Suite
                  709, 837 West Hastings Street, Vancouver, British Columbia V6C
                  3N6

                  ("Golden Arrow")

         WHEREAS IMA has entered into an arrangement agreement (the "Arrangement
Agreement")  dated May 14, 2004 with Golden Arrow and IMA Holdings  Corp.  which
provides,  among other  things,  that on the effective  date of the  arrangement
pursuant  to  sections  288 - 299  of the  Business  Corporations  Act  (British
Columbia)  (the  "Arrangement"),  certain assets are to be transferred by IMA to
Golden Arrow;

         AND WHEREAS IMA is currently a defendant in an action  commenced in the
Supreme  Court of British  Columbia  (Action  No.  SC41353)  by Minera  Aquiline
Argentina SA, a subsidiary of Aquiline Resources Inc. (collectively "Aquiline"),
which claims among other things,  damages, and a constructive trust over certain
assets of IMA known as the Navidad  properties (the aforesaid  action,  together
with any other actions related thereto or flowing therefrom whether commenced as
at the date hereof,  or after the date hereof,  being herein  referred to as the
"Aquiline Litigation");

         AND WHEREAS pursuant to the final order of the Supreme Court of British
Columbia  dated June 29, 2004  approving the  Arrangement,  Golden Arrow may, in
certain  circumstances,  become  jointly and  severally  liable with IMA for any
award of damages or costs,  together  with interest  thereon,  awarded to Minera
Aquiline Argentina SA in the Aquiline Litigation;

         AND WHEREAS it is a condition of the completion of the Arrangement that
IMA provide  Golden Arrow with an indemnity  against any costs or losses  Golden
Arrow may sustain in respect of the Aquiline Litigation;

         NOW THEREFORE in consideration of the payment by Golden Arrow to IMA of
the sum of $10.00 and other good and  valuable  consideration,  the  receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.       IMA hereby agrees to indemnify  and at all times save  harmless  Golden
         Arrow and its directors,  officers,  agents and employees  (present and
         future) (the "Indemnified  Parties") from and against all losses, costs
         (including  legal costs),  charges,  damages,  liabilities,  claims and
         expenses of any nature which may be incurred by any of the  Indemnified
         Parties  in  respect  of  the  Aquiline  Litigation.  If  the  Aquiline


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         Litigation  is commenced or  continued  against any of the  Indemnified
         Parties,  IMA will, at its expense,  assume conduct of the  Indemnified
         Parties' case provided however that the Indemnified Parties may, at any
         time,  elect to engage  their  own  legal  counsel  in  respect  of the
         Aquiline  Litigation,  and IMA will advance to such Indemnified Persons
         sufficient funds to defray all costs associated therewith.

2.       IMA shall use its best efforts to assiduously dispute and defend itself
         in respect of the Aquiline  Litigation  (including pursuing any and all
         avenues of appeal),  and to satisfy any judgement which may be rendered
         against IMA as soon as possible after the rendering of said  judgement.
         Nothing herein shall preclude IMA from settling the Aquiline Litigation
         providing  it is  done so in  manner  whereby  none of the  Indemnified
         Parties is required to make any  contribution  to such  settlement  and
         Aquiline is thereafter forever barred from making any claim against the
         Indemnified Parties in connection with the Aquiline Litigation.

3.       (a)   Nothing in this Agreement shall prevent,  if otherwise  permitted
               by  law  the  reorganization  or  reconstruction  of  IMA  or the
               consolidation,  amalgamation  or  merger  of IMA with  any  other
               corporation  (the  "Corporate  Reorganization"),   including  any
               affiliate  (as that term is defined in the Business  Corporations
               Act  (British  Columbia)  (an  "Affiliate")  provided  that,  the
               conditions of this Section 3 be observed, and provided also that:

               (i)  IMA  provides 45 business  days prior notice to Golden Arrow
                    of the proposed Corporate  Reorganization together with such
                    particulars  of  the  transaction  as  shall  be  reasonably
                    required by Golden Arrow to consider and review the proposed
                    Corporate Reorganization;

               (ii) no  condition  or  event  shall  exist  as to  IMA  or  such
                    successor or assign either at the time of giving such notice
                    or immediately after the Corporate  Reorganization and after
                    giving  full  effect  thereto  which  constitutes  or  would
                    constitute  a  default  or an event of  default  under  this
                    Agreement;

               (iii)every such  successor or assign or recipient of any material
                    asset   of  IMA   shall,   as  a  part   of  the   Corporate
                    Reorganization  and in consideration  thereof enter into and
                    execute an agreement in favour of Golden Arrow  whereby such
                    successor or assign covenants:

                    (A)  to pay  punctually  when  due any  amounts  assumed  or
                         otherwise payable under this Agreement;

                    (B)  to perform and observe  punctually all the  obligations
                         of IMA under this Agreement; and

                    (C)  to  observe  and  perform  each  and  every   covenant,
                         stipulation,   promise,   undertaking,   condition  and
                         agreement   of  IMA  herein   contained  as  fully  and
                         completely as if it had itself  executed this Agreement
                         as a party hereto and had  expressly  agreed  herein to
                         observe and perform the same; and

               (iv) the Corporate Reorganization shall be made on such terms and
                    at such  times  and  otherwise  in such  manner as not being
                    prejudicial to the interests of Golden Arrow.


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         (b)   Notwithstanding  the  foregoing,  the  provisions of Section 3(a)
               hereof  shall  not  restrict  IMA from  assigning,  transferring,
               selling  or  otherwise  disposing  of  any  assets  of IMA or any
               interest therein:

               (i)  as part of a bona fide  transaction to a third party dealing
                    at arm's length with IMA; or

               (ii) to a third  party  not  dealing  at  arm's  length  with IMA
                    provided that such sale transfer or other  disposition is at
                    a fair market value and IMA provides 45 business  days prior
                    notice to Golden Arrow of the proposed  sale  together  with
                    such  particulars of the  transaction as shall be reasonably
                    required by Golden Arrow to consider and review the proposed
                    sale;

               provided  however that until the Aquiline  Litigation  is finally
               resolved and/or settled, all consideration received by IMA on any
               such assignment, sale, transfer or other disposition, directly or
               indirectly,  or as a result of all steps or realizations or other
               actions of any kind whatsoever, including any proceeds thereof or
               thereon,  shall continue to be held by IMA and may not be further
               assigned,  transferred  or  otherwise  disposed  of in any manner
               whatsoever,   other  than  for  the   purposes  of  investing  or
               reinvesting  such  consideration  and the  payment  of  operating
               expenses and trade  payables of IMA incurred in the normal course
               of the business of IMA as such expenses and payables  become due.
               It is hereby  understood and agreed that the foregoing  shall not
               restrict IMA from paying any  indebtedness,  dividends or fees to
               the holding  corporation whose shares are pledged to Golden Arrow
               pursuant  to section 4 from  earnings  or  dividends  paid out of
               operating   earnings   realized  or  received  by  IMA  from  any
               subsidiary of IMA.


4.       As security for IMA's obligations  hereunder,  IMA shall,  concurrently
         with the execution of this Agreement or as soon as possible thereafter,
         execute  and  deliver  to Golden  Arrow a pledge  of its  shares of IMA
         Holdings  Corp.  in the form of the  Share  Pledge  Agreement  attached
         hereto as Schedule "A". Forthwith upon the request of Golden Arrow, IMA
         shall,  and shall  cause its  subsidiaries  to, at their  sole cost and
         expense,  provide Golden Arrow with such  additional  security for this
         indemnity as Golden Arrow in its sole  discretion may from time to time
         request,  in form  and  substance  acceptable  to  Golden  Arrow.  Such
         security may take the form of a security  interest  upon IMA's  Navided
         Project,  a pledge  of  shares  of IMA's  subsidiaries,  or such  other
         security as Golden Arrow,  in its sole  discretion may request.  Golden
         Arrow shall  release and  discharge  the  aforesaid  security  upon IMA
         paying to Golden Arrow all amounts herein indemnified and providing the
         Aquiline  Litigation has been resolved or settled  without further risk
         of claim against any of the Indemnified  Parties.

5.       This  Agreement  and the  obligations  and  indemnities  of IMA and its
         successors and assigns contained in this Agreement shall terminate upon
         final  resolution  of the Aquiline  Litigation  (providing  same has no
         further  risk of claim  against  any of the  Indemnified  Parties)  and
         payments by IMA to Golden Arrow of all amounts due  hereunder.  In such
         event, Golden Arrow shall execute such releases and security discharges
         as are reasonably  required to reflect the termination  hereof but such
         documents shall be prepared and filed at IMA's expense.

6.       The laws and Courts of the  Province of British  Columbia  shall govern
         the   interpretation   and   enforcement  of  this  Agreement  and  the
         instruments  and  transactions  contemplated  herein,  and  IMA  hereby
         submits to the  jurisdiction  of the Courts of the  Province of British
         Columbia  in any  action  or  proceeding  under  or  relating  to  this
         Agreement and the instruments and transactions contemplated herein.


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                                      -4-


7.       No action or proceeding  brought or instituted  under this Agreement or
         under any other  agreement or security  instrument,  and no recovery in
         pursuance  thereof  shall be a bar or defence to any further  action or
         proceeding  which may be brought under this  Agreement by reason of any
         further  liability  of  Golden  Arrow  with  respect  to  the  Aquiline
         Litigation.

8.       No amendment of this Agreement shall be effective unless in writing and
         signed  by the  duly  authorized  representatives  of all  the  parties
         hereto.

9.       This Agreement is in addition to and not in substitution  for any other
         obligations, liabilities and indebtedness of IMA to Golden Arrow or any
         other  agreements  or  instruments  between or involving IMA and Golden
         Arrow, whenever arising, entered into, or executed.

10.      If any term, covenant,  agreement or condition of this Agreement or the
         application  thereof  to any person or  circumstances  is to any extent
         held or rendered invalid, unenforceable or illegal, then, the remainder
         of this  Agreement  or the  application  of any such term,  covenant or
         condition to persons or circumstances  other than those with respect to
         which  it is held  invalid,  unenforceable  or  illegal,  shall  not be
         affected thereby and shall continue to be applicable and enforceable to
         the fullest extent permitted by law.

11.      Where  required by the context  hereof the singular  shall  include the
         plural,  and the masculine  gender shall include either the feminine or
         neuter genders, as the case may be, and vice versa.

12.      All of the terms,  agreements and  conditions of this  Agreement  shall
         extend to and be binding upon and shall enure to the benefit of IMA and
         Golden Arrow, and their respective successors and assigns.

13.      All notices and communications  required or permitted hereunder must be
         in  writing  and  delivered  to the  parties  hereto  by hand or double
         registered  mail at  their  respective  registered  offices,  attention
         President,  or such other addresses or persons as the parties give each
         other notice. Proof of delivery shall constitute proof of receipt.

14.      Time is of the essence of this Agreement.

DATED at  Vancouver,  British  Columbia  the 7th day of July  2004  with  effect
intended from July 7, 2004.



IMA EXPLORATION INC.                        GOLDEN ARROW RESOURCES
                                            CORPORATION



Per: /s/ Joseph Grosso                      Per: /s/ Arthur Lang
     --------------------                        --------------------
     Authorized Signatory                        Authorized Signatory




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                                  SCHEDULE "A"

          (to Indemnity Agreement made the 7th day of July 2004 between
          IMA Exploration Inc. and Golden Arrow Resources Corporation)

                             SHARE PLEDGE AGREEMENT

              [SHARE PLEDGE AGREEMENT ATTACHED STARTING NEXT PAGE]


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                             SHARE PLEDGE AGREEMENT

THIS AGREEMENT made as of the 7th day of July 2004.

BETWEEN:

                  IMA EXPLORATION INC., a company incorporated under the laws of
                  the  Province of British  Columbia and having a head office at
                  709,  837  West  Hastings  St.,   Terminal  City  Club  Tower,
                  Vancouver, BC V6C 3N6

                  (the "Pledgor")

AND:

                  GOLDEN ARROW  RESOURCES  CORPORATION,  a company  incorporated
                  under the laws of the Province of British  Columbia and having
                  a head office at 709, 837 W. Hastings St.,  Terminal City Club
                  Tower, Vancouver, BC V6C 3N6

                  (the "Pledgee")

WHEREAS:

A.   the Pledgor is the  registered  and  beneficial  owner of 5,230,501  common
shares,  being all of the issued and outstanding common shares (the "Shares") in
the capital of IMA Holdings Corp. (the "IHC"); and

B.   pursuant  to an  indemnity  agreement  dated  July 7, 2004 (the  "Indemnity
Agreement")  between  the  Pledgor  and the  Pledgee,  the Pledgor has agreed to
pledge the Shares,  together  with all right,  title and interest of the Pledgor
therein and all benefit of the Pledgor to be derived therefrom to the Pledgee as
continuing collateral security for the obligations of the Pledgee to the Pledgor
under the Indemnity Agreement.

                  NOW THEREFORE THIS AGREEMENT  WITNESSES THAT, in consideration
of  the  mutual   covenants   contained  herein  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:


1.       INTERPRETATION

1.1      Definitions.  Unless inconsistent with the context hereof,  capitalized
terms  herein are  defined  terms and shall have the  meanings  ascribed to such
terms in their first use in this Agreement.

1.2      Headings  and  References.  Section and article  headings are not to be
part of this Agreement and are included solely for convenience of reference. The
terms "this Agreement",  "hereof", "herein", "hereunder" and similar expressions
refer to this Agreement, as the same may be amended,  modified,  supplemented or
restated from time to time,  and unless  provided to the contrary,  shall not be
construed as a reference to any article, section or subsection.


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2.       GRANT OF COLLATERAL

2.1      Grant of Security.  The Pledgor hereby  deposits the herein  referenced
Shares  certificates with, and also hereby assigns,  pledges and hypothecates to
the Pledgee and grants to the Pledgee a first  security  interest in the Shares,
and the proceeds thereof, as general and continuing  collateral security for the
obligations  and  liabilities  of the Pledgee to the  Pledgor  from time to time
whether present or future, absolute or contingent,  of whatsoever nature or kind
under the terms of the Indemnity Agreement (the "Obligations"),  notwithstanding
any change in the nature or form of the  Obligations or in the accounts or terms
of payment of the Obligations. The attachment of the aforesaid security interest
has not been  postponed  and the  security  interest  shall attach to the Shares
concurrently with execution of this Agreement.

2.2      Delivery of Share Certificates et al. In accordance with the pledge and
assignment of the Shares  hereunder,  the Pledgor shall deliver,  or cause to be
delivered, to the Pledgee  contemporaneously with execution and delivery of this
Agreement, the following:

    (a)  certificate  number 46  representing  the Shares duly registered in the
         name of the Pledgor;

    (b)  an  irrevocable  stock  transfer power of attorney duly executed by the
         Pledgor; and

    (c)  a copy of the  resolutions of the directors of IHC approving a transfer
         of the Shares to the  Pledgee in the event the  Pledgee  exercises  its
         rights under this Agreement.


2.3      Security Purposes of Pledge. It is expressly agreed by the parties that
the  assignment,  pledge and  hypothecation  of the Shares  provided  herein are
intended  solely  for  security  purposes  and that upon  payment in full of all
Obligations and the termination of the Indemnity Agreement the Pledgee shall, at
the request and cost of the Pledgor,  deliver the certificates  representing the
Shares to the Pledgor. Accordingly, unless there shall have occurred an Event of
Default  (as  defined  in  section  4.1  hereof),   all   dividends   and  other
distributions on the Shares (including any share  sub-divisions) shall accrue to
the benefit of the Pledgor. If after the occurrence of an Event of Default,  any
such permitted  dividend or distribution is not properly  payable to the Pledgor
pursuant to this  Agreement but is  nonetheless  made payable to and received by
the Pledgor, the same shall be remitted by the Pledgor to the Pledgee in payment
of the  Obligations  in such order as the Pledgee may deem fit and any excess so
received after the payment in full of the Obligations  shall be paid over to the
Pledgor.

3.       DEALING WITH THE SHARES BEFORE DEFAULT

3.1      Voting and  Dividends.  Unless and until there  shall have  occurred an
Event of Default (as defined in section 4.1 hereof), or an event which, with the
giving of notice or lapse of time or both would  constitute an Event of Default,
the Pledgee hereby:

    (a)  permits the Pledgor to vote the Shares; and

    (b)  directs and agrees that any and all dividends  and other  distributions
         issued or paid on or in respect  or the Shares  shall be issued or made
         payable to the Pledgor.


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                                      -3-


4.       DEALING WITH THE SHARES AFTER DEFAULT

4.1      Events of Default.  The occurrence of any of the following events shall
constitute an event of default (an "Event of Default") under this Agreement:

    (a)  the Pledgor  failing to make any payment on account of the  Obligations
         as and when due;

    (b)  the Pledgor being  adjudged  bankrupt or insolvent,  or a moratorium in
         respect of any part of the Obligations being declared;

    (c)  the  Pledgor  making  a  proposal  to  its  general   creditors  for  a
         composition or arrangement, or the Pledgor taking any steps pursuant to
         which its  property  or assets  are  submitted  to the  control  of its
         creditors or a trustee or administrator for the benefit of creditors;

    (d)  the making of any order or  resolution  to  dissolve or  terminate  the
         existence  of the  Pledgor  or which  would  result in  liquidation  or
         winding-up of all or a principal part of its affairs; or

    (e)  the Pledgor  pledging or granting a security  interest or purporting to
         pledge or grant a security  interest  in the  Shares,  which  pledge or
         security  interest ranks or is purported to rank in priority to or pari
         passu  with  the  security  interest  in the  Shares  created  by  this
         Agreement.

    (f)  any  representation  and  warranty  of the  Pledgor  contained  in this
         Agreement  or  the  Indemnity  Agreement  proves  to be  untrue  or any
         covenant in either such  agreements has been breached by the Pledgor or
         IHC and is not forthwith cured upon notice given by Pledgee;

    (g)  if any execution,  distress or other  enforcement  process,  whether by
         court order or otherwise,  becomes  enforceable against any property of
         the Pledgor;

    (h)  the  Pledgee in good faith  believes  and has  commercially  reasonable
         grounds to believe that the prospect of payment or  performance  of the
         Obligations is or is about to be materially impaired or that a material
         adverse  effect has occurred and the value of the Shares is or is about
         to be significantly impaired; or

    (i)  except as permitted by the Indemnity Agreement, the Pledgor purports to
         cease to own all of the issued and outstanding share capital of IHC.

4.2      Declaration of Default. Upon the occurrence of an Event of Default, the
Pledgee  may, in addition to any other  remedy  available  to it,  declare  this
Agreement to be in default.

4.3      Registration and Voting of Shares After Default. Upon the occurrence of
an Event of Default, the Pledgee may, following or contemporaneously with formal
declaration  and notice of default under Section 4.2 (but not before),  have and
exercise,  through  its  nominee or  otherwise  any and all voting  powers  with
respect to the Shares and the Pledgee shall be entitled to receive all dividends
and distributions  thereafter paid on the Shares. Effective upon the declaration
by the  Pledgee of an Event of  Default,  the  Pledgee is hereby  appointed  the
irrevocable attorney of the Pledgor with full power of substitution from time to

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                                      -4-


time to endorse and/or  transfer the Shares or any of them to the Pledgee or its
nominee and,  contemporaneously with formal declaration of default as aforesaid,
the  Pledgee and its nominee  are hereby  empowered  to exercise  all rights and
powers and to perform all acts of  ownership  in respect of the  Shares,  to the
same extent as the Pledgor might do.

4.4      Remedies on Default.  Following formal declaration by the Pledgee under
Section 4.2 and until  payment in full of the  Obligations,  the  Pledgee  shall
have,  without obligation to resort to other security or to recourse against any
guarantor or other party liable, the right at any time and from time to time to:

    (a)  sell, resell,  assign and deliver all or any of the Shares in Canada or
         elsewhere,  in one or more parcels, at the same or different times, and
         all  right,  title,  interest,  claim and demand  therein  and right of
         redemption thereof, at public or private sale, for cash, upon credit or
         for  immediate or future  delivery,  and at such price or prices and on
         such terms as the Pledgee may determine,  the Pledgor  hereby  agreeing
         that upon any such  sale any and all  equity  and  right of  redemption
         shall be  automatically  waived and released without any further action
         on the part of the Pledgor, and in connection therewith the Pledgee may
         grant options on the Shares,  all without any demand,  advertisement or
         notice, all of which are hereby expressly waived by the Pledgor;

    (b)  retain  the  Shares  or any  parcel  of same as  continuing  collateral
         security as provided herein; or

    (c)  in its own right, purchase all or any of the Shares being sold, free of
         any equity or right of redemption.

In the event of a sale of the Shares pursuant to Subsection 4.4(a), the proceeds
of each  such  sale  shall be  applied  first to the  payment  of all  costs and
expenses of every kind for sale or delivery,  including  reasonable agents' fees
or legal fees and  expenses of the Pledgee  and after  deducting  such costs and
expenses from the proceeds of the sale,  any residue shall be applied in payment
of the  Obligations  in such order as the Pledgee may deem fit, with the Pledgor
remaining  liable for any  deficiency.  The  balance,  if any,  remaining  after
payment in full of the Obligations shall be paid over to the Pledgor  (providing
that the  Indemnity  Agreement  has  terminated  without  any  other  actual  or
potential  liability to the Indemnified  Parties in connection with the Aquiline
Litigation) or to whomever else may be entitled thereto by law.  Notwithstanding
the foregoing provisions of this Section 4.4, the Pledgee shall not in any event
be under any duty to do any of the foregoing and the Pledgee may assume that any
Event of Default which may have  occurred is  continuing  until the cure thereof
has  been  demonstrated  to its  reasonable  satisfaction.  The  Pledgor  hereby
ratifies  all that the Pledgee or its  nominee,  as the case may be, shall do by
virtue of the foregoing authority.


4.5      Remedies Cumulative; Indemnity, etc. The rights, powers and remedies of
the Pledgee  hereunder  shall not be deemed  exclusive,  but shall be cumulative
with and in  addition  to all other  rights and  remedies  existing at law or in
equity,  including,  without limitation,  all of the rights, powers and remedies
available to the Pledgee  under the  Indemnity  Agreement  and any  agreement or
instrument contemplated thereby or delivered in support thereof and/or available
to a  secured  creditor  under  the  Personal  Property  Security  Act  (British
Columbia) or any other applicable jurisdiction and the Business Corporations Act
(British   Columbia)  or  any  similar   legislation  of  any  other  applicable
jurisdiction. The Pledgor shall indemnify and save harmless the Pledgee from and
against any and all liabilities,  losses and damages which they may incur in the
lawful  and proper  exercise  or  performance  of any of its rights or powers as
authorized hereunder.

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                                      -5-



4.6      Waivers and Other  Agreements.  The Pledgee is hereby authorized by the
Pledgor,  without any liability on Pledgee's  part, in its sole  discretion  and
without notice to or demand upon the Pledgor and without otherwise affecting the
Pledgor's  obligations  hereunder,  from  time to time to take  and  hold  other
collateral  (in  addition  to or other than the  Shares)  for the payment of the
Obligations or any part thereof,  and to exchange,  enforce,  release or fail to
perfect  such other  collateral  or any part  thereof and to accept and hold any
endorsement  or guarantee of payment of the  Obligations or any part thereof and
to release or substitute any endorser,  guarantor,  primary obligant, debtor, or
any other person granting security for, or in any other way obligated in respect
of the Obligations or any part thereof. The Pledgee may grant extensions of time
or other indulgences,  take and give up securities,  accept compositions,  grant
releases and  discharges  and otherwise deal with the Pledgor and other parties,
sureties,  guarantors or securities as the Pledgee may see fit without prejudice
to the  liability  of the Pledgor or the rights of the Pledgee in respect of the
Shares.


5.       REPRESENTATIONS AND WARRANTIES OF THE PLEDGOR


5.1      Representations,  Warranties and Covenants of the Pledgor.  The Pledgor
represents,  warrants  and  covenants  to and in favour of the  Pledgee  that in
connection with this agreement and the Indemnity Agreement:

    (a)  it is duly  incorporated  and  validly  existing  under the laws of its
         jurisdiction of incorporation  and has the corporate power and capacity
         to own its  properties  and  assets  and to  carry on its  business  as
         presently carried on by it;

    (b)  it has the  corporate  power and capacity to enter into this  Agreement
         and the  Indemnity  Agreement  and to do all  acts  and  things  as are
         required or contemplated  hereunder and thereunder to be done, observed
         and performed by it;

    (c)  it and IHC  have,  as the case may be,  taken all  necessary  corporate
         action to authorize the  execution,  delivery and  performance  of this
         Agreement  and the  Indemnity  Agreement  including the transfer of the
         Shares to the Pledgee as contemplated hereby;

    (d)  there are no agreements which restrict, in whole or in part, the powers
         of the directors of the Pledgor to manage or supervise the business and
         affairs of the Pledgor;

    (e)  the entering into of this Agreement and the Indemnity Agreement and the
         performance by the Pledgor of its obligations  hereunder and thereunder
         does not and will not contravene, breach or result in any default under
         the articles,  by-laws,  constating  documents or other  organizational
         documents of the Pledgor, or under any applicable law or regulation, or
         under any applicable official directive,  order,  judgment or decree of
         any governmental body or court, or under any mortgage, lease, agreement
         or other  legally  binding  instrument,  license or permit to which the
         Pledgor is a party or by which the Pledgor or any of its  properties or
         assets may be bound and will not  result in or permit the  acceleration
         of the maturity of any  indebtedness,  liability or  obligation  of the
         Pledgor under any mortgage,  lease,  agreement or other legally binding
         instrument of or affecting the Pledgor;


<PAGE>
                                      -6-



    (f)  no authorization,  consent or approval of, or filing with or notice to,
         any Person is required in connection  with the  execution,  delivery or
         performance  of  this  Agreement  or  the  Indemnity  Agreement  by the
         Pledgor;

    (g)  this Agreement and the Indemnity  Agreement  constitute a legal,  valid
         and  binding  obligation  of  the  Pledgor  enforceable  against  it in
         accordance with their terms;

    (h)  the Shares are duly and validly issued,  fully paid and  non-assessable
         and have been duly and validly  pledged  hereunder in  accordance  with
         law,  and the Pledgor  warrants and  covenants to defend the  Pledgee's
         right,  security  interest  and  special  property in and to the Shares
         against the claims and demands of all persons whomsoever;

    (i)  the Pledgor is the  exclusive  legal and  beneficial  owner of, and has
         good title to, all of the Shares free and clear of all  claims,  liens,
         security interests and other encumbrances (except any other security in
         favour of the Pledgee),  and the Pledgor has the unfettered legal right
         to  pledge  and  assign  the  Shares in  accordance  with the terms and
         conditions hereof; and

    (j)  no person,  firm or  corporation  has any right to  acquire  any of the
         Shares nor any treasury shares or securities in the capital of IHC.

All of the foregoing  representations,  warranties  and  agreements  made herein
shall survive the  execution and delivery of this  Agreement and shall be deemed
to be  continuously  made  hereunder so long as any of the  Obligations  remains
outstanding.

6.       GENERAL

6.1      Additional Security. The security in respect of the Shares provided for
hereunder is in addition to and not in  substitution  for any other security now
or hereafter held by the Pledgee in relation to the Obligations.


6.2      Further  Assurances;  Immunities,  etc. The Pledgor agrees to do, file,
record,  make,  execute  and  deliver  all such acts,  deeds,  things,  notices,
acknowledgements and instruments as may be necessary or desirable in the opinion
of the  Pledgee  to vest more fully in and assure to the  Pledgee  the  security
interests  in the Shares  created  hereby or intended to be so created,  and the
enforcement  and full  realization  of the  rights,  remedies  and powers of the
Pledgee hereunder  relating to the Shares.  Without  limitation,  if at any time
hereafter, whether or not due to any change in circumstances (including, without
limitation,  any change in applicable law), it is, in the opinion of counsel for
the Pledgee,  necessary  or  desirable  to file or record this  Agreement or any
financing  statement or other instrument  relating hereto, the Pledgor agrees to
pay all fees,  costs and expenses of such recording or filing and to execute and
deliver any  instruments  which may be  necessary  or  appropriate  to make such
filing or  recording  effective.  The Pledgor  hereby  irrevocably  appoints the
Pledgee  as its  irrevocable  attorney-in-fact  to  perform,  in the name of the
Pledgor  as  applicable,  or  otherwise,  any and all acts,  including,  without
limitation,  the  signing  and filing of  financing  statements  and  amendments
thereto,  which the  Pledgee may deem  necessary  or  appropriate  to effect and
continue  perfection of the security  interests created hereby or intended so to
be or otherwise to preserve and protect the Shares and the security interests of
the Pledgee hereunder, but nothing herein or otherwise shall require the Pledgee
to take any such action. This power of attorney, being coupled with an interest,
shall

<PAGE>
                                      -7-


survive  notwithstanding  any  incapacity of the Pledgor or its  dissolution  or
insolvency. The duty of the Pledgee with respect to the Shares shall be confined
to one of  reasonable  care in the custody  thereof so long as the Shares are in
the  custody of the  Pledgee.  Without  limitation,  and except as  specifically
provided  for in this  Agreement,  the  Pledgee  shall  have no duty to send any
notices,  perform any  services,  vote,  pay,  exercise  any options or make any
elections  with  respect  to, or pay any taxes or charges  associated  with,  or
otherwise  take any other  action of any kind with  respect  to the  Shares.  In
addition,  the Pledgee shall not have any obligation to take any steps,  and the
Pledgor  shall in each  case duly  take all  steps,  necessary  to  perfect  and
otherwise preserve against all other parties (including without limitation other
shareholders)  the rights of the  Pledgor and those of the Pledgee in the Shares
and each and every one thereof.


6.3      Expenses.  The  Pledgor  will pay all  costs of filing  any  financing,
continuation  or  termination  statements  with  respect  to the  Shares  or the
security interests  hereunder deemed by the Pledgee to be necessary or advisable
in order to perfect or protect the rights and security  interests hereby created
or intended so to be and to release the same upon full  discharge  of all of the
Obligations and termination of the Indemnity Agreement.  The Pledgor agrees that
the Shares secure, in addition to the Obligations,  and agrees to pay on demand,
all reasonable  expenses  (including but not limited to reasonable  agents' fees
and legal fees and expenses),  of, or incidental to, the custody,  care, sale or
realization  of the  Shares  or any  of  them  or in  any  way  relating  to the
preparation,  execution,  delivery  of  this  Agreement  or the  enforcement  or
protection of the rights of the Pledgee hereunder.


6.4      Form of  Shares.  The  certificates  representing  any  Shares  pledged
hereunder  shall be free from all  restrictive  or cautionary  legends and shall
otherwise be in form for good delivery.

6.5      Perfection of Security. The Pledgor authorizes the Pledgee to file such
financing statements and other documents and do such acts, matters and things as
the Pledgee  may  consider  appropriate  to perfect and  continue  the  security
interest (the  "Security  Interest") in the Shares,  to protect and preserve the
interest of the Pledgee in the Shares and to realize upon the Security Interest.


6.6      Copy  Received.  The Pledgor hereby  acknowledges  receipt of a copy of
this Agreement and a copy of the financing  statement/verification  statement or
similar  documents  filed  under  the  Personal  Property  Security  Act  or the
corresponding  legislation  of other  relevant  jurisdictions  in respect of the
Security Interest.

6.7      No Merger. The pledging of the Shares and exercise of any rights of the
Pledgee  hereunder  shall not operate by way of merger of the Obligations or any
Obligations  or  liability  of any other person or persons to the Pledgee and no
judgment  recovered by the Pledgee  shall  operate by way of merger of or in any
way affect the security of such Shares provided for hereunder.


6.8      No Waiver. No failure or delay on the part of the Pledgee in exercising
any of its  options,  powers  and  rights,  and no  partial  or single  exercise
thereof,  shall  constitute a waiver  thereof or of any other  option,  power or
right.


6.9      No  Responsibility  for Loss.  The Pledgee is hereby  released from all
responsibility for any depreciation in or loss of value of the Shares.

6.10     Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the  Province of British  Columbia  and the laws of
Canada  applicable  therein  and shall be treated in all  respects  as a British
Columbia  contract.   The  parties   irrevocably  attorn  to  the  non-exclusive
jurisdiction of the Courts of British Columbia.

<PAGE>
                                      -8-


6.11     Notices. Any notice, request, demand,  direction,  declaration or other
instrument  or  communication  required  or  permitted  to be  given  under  the
provisions  of this  Agreement  shall be given by hand  delivered or  electronic
facsimile transmission:

    (a)  in the case of the Pledgor, to:

         IMA Exploration Inc.
         709, 837 W Hastings Street
         Vancouver, BC
         V6C  3N6

         Attention:        Joseph Grosso
         Fax:              604-684-1858

    (b)  in the case of the Pledgee, to:

         Golden Arrow Resources Corporation
         Suite 709, 837 West Hastings Street
         Vancouver, British Columbia
         V6C 3N6

         Attention:        Art Lang
         Fax:              604-687-1858

Any such notice, request, demand, direction,  declaration or other instrument of
communication shall be deemed to have been received on the date of delivery,  if
hand  delivered  before  5:00  p.m.  on a  business  day  and,  on the  date  of
transmission  if received on the electronic  facsimile  machine of the addressee
before  5:00 p.m. on a business  day. If received  after 5:00 p.m. on a business
day,  or if  received  on a day which is not a business  day,  receipt  shall be
deemed to have occurred on the next  following  business day.  "Business day" as
used in this  Section  6.9  means a day  which  is not a  Saturday,  Sunday,  or
statutory  holiday at the place of business of the addressee or recipient of the
communication. By notice in writing delivered or transmitted as foresaid, either
party may change its address or fax number for subsequent communications.


6.12     Entire  Agreement.  Save as may be set out in the Indemnity  Agreement,
and any other security  agreements and instruments  contemplated  thereby,  this
Agreement constitutes the entire agreement between the parties hereto pertaining
to the  subject  matter  hereof  and  supersedes  all prior and  contemporaneous
agreements  between the parties in  connection  with the subject  matter  hereof
except as specifically set forth herein. No amendment, supplement, modification,
waiver or  termination of this  Agreement  shall be binding  unless  executed in
writing by the party or parties to be bound thereby.


6.13     Enurement.  This  Agreement  shall be  binding  upon  and  enure to the
benefit  of and be  enforceable  by the  parties  hereto  and  their  respective
successors  and  permitted  assigns.  Before  occurrence of an Event of Default,
without the prior written consent of the Pledgor, the Pledgee shall not transfer

<PAGE>
                                      -9-


or assign the Shares or any interest  therein,  or deliver the  certificates for
the  Shares  save  pursuant  to an  assignment  of all of its  rights  under the
Indemnity  Agreement with the Obligations for which notice has been given to the
Pledgor.

6.14     Severability.  Any provisions of this Agreement which are prohibited or
unenforceable in any applicable jurisdiction shall, as to such jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
affecting  the  validity  or  enforceability  of  such  provision  in any  other
jurisdiction,  or the validity or  enforceability of any other provision of this
Agreement.

6.15     Conflict.  In the event of conflict or inconsistency between the terms,
conditions,  provisions  and  recitals  hereunder  and  those  provided  in  the
Indemnity  Agreement  or any  agreement,  document  or  certificate  provided in
relation to the Indemnity Agreement,  the term, condition,  provision or recital
contained in the Indemnity Agreement shall govern.

6.16     Counterparts.  This Agreement may be executed in counterpart,  and when
each party has  executed and  delivered  to the other party a copy hereof,  this
Agreement  shall be binding on both  parties as though both parties had executed
and delivered one and the same copy hereof.

IN WITNESS  WHEREOF the parties  hereto have executed this  Agreement on the 7th
day of July 2004 with intent that it be effective from July 7th, 2004



IMA EXPLORATION INC.                        GOLDEN ARROW RESOURCES
                                            CORPORATION



By: /s/  Joseph Grosso                      By: /s/ Arthur Lang
    --------------------                        --------------------
    Authorized Signatory                        Authorized Signatory

<PAGE>