EXHIBIT 4.76

                   AMENDED AND RESTATED MANAGEMENT AGREEMENT

                                    BETWEEN

                              IMA EXPLORATION INC.
                                      AND
                      OXBOW INTERNATIONAL MARKETING CORP.

                                 EFFECTIVE DATE

                                  MAY 1, 2006







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                    AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS AGREEMENT,  originally made and effective as of the 1st day of July,  1999,
is  amended  and  restated  with  effect  as of the 1st day of  May,  2006  (the
"Effective  Date") BETWEEN:  IMA EXPLORATION INC., having an office at 709 - 837
West Hastings Street, Vancouver, British Columbia,V6C 3N6 (the "Corporation") OF
THE FIRST PART AND: OXBOW INTERNATIONAL MARKETING CORP. having an office at 3860
Moscrop Avenue,  Burnaby,  British Columbia,  V5G 2C9 (the  "Contractor") OF THE
SECOND PART AND WITNESS THAT WHEREAS:

A.       The  Contractor  is a private  corporation  engaged in the provision of
executive level management services, primarily through its principal, Mr. Joseph
Grosso.

B.       Pursuant to a Management Agreement made and effective as of the 1st day
of  July,  1999  between  the  Corporation  and the  Contractor  (the  "Original
Management  Agreement")  the  Corporation  retained  the  Contractor  to provide
services  with  respect  to the  corporate  and  administrative  affairs  of the
Corporation, as more particularly set out therein.

C.       The  Corporation  and the  Contractor  have  agreed  to  amend  certain
provisions  of the Original  Management  Agreement and have agreed to enter into
this  Amended  and  Restated  Management  Agreement  with effect as and from the
Effective Date to record their respective rights and obligations.

NOW THEREFORE,  In consideration of the mutual covenants,  premises,  agreements
and conditions herein contained and other good and valuable  consideration  (the
receipt and authenticity and sufficiency of which is hereby  acknowledged by the
parties) the Contractor and the Corporation hereby agree as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS.  For all purposes of this  Agreement,  except as otherwise
         expressly provided:

1.1.1    "ACCRUED  FEES"  means  any  portion  of any  Annual  Fee that has been
         accrued  but  not  yet  paid to the  Consultant  as at the  date of the
         termination of this Agreement ;

1.1.2    "ACCRUED   EXPENSES"  means  any  Expenses  in  respect  of  which  the
         Consultant is entitled to  re-imbursement as at the date of termination
         of this Agreement;

1.1.3    "ANNUAL FEE" means the sum payable by the Corporation to the Contractor
         pursuant hereto in  consideration of the performance of the Services in
         respect  of each  year of the Term,  and which is, as at the  Effective
         Date,  the sum of $250,000  per annum,  pro rated in respect of partial
         years, and payable in equal consecutive monthly installments by payment
         of the Monthly Installments;

1.1.4    "BUSINESS DAY" means any day on which the Corporation's bankers located
         in Vancouver,  British  Columbia,  are open for business  during normal
         banking hours, other than a Saturday or a Sunday;

1.1.5    "CHANGE OF CONTROL"  For the purposes of this  Agreement,  a "Change of
         Control"  shall be deemed to have  occurred  when any of the  following
         occur: (a) a majority of the directors elected at any annual or special
         general  meeting of shareholders of the Corporation are not individuals

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         nominated by the Corporation's  then incumbent Board of Directors;  (b)
         an event or series of events occurs,  including,  without limitation, a
         take over bid (as defined in the Securities Act (British Columbia),  as
         a result of which any person or entity becomes the beneficial  owner of
         shares  representing  25% or more of the  combined  voting power of the
         voting  securities  of  the  Corporation;  (c)  there  is a  merger  or
         amalgamation  of the  Corporation  with one or more  corporations  as a
         result of which immediately following such merger or amalgamation,  the
         shareholders  of the  Corporation  as a group  will  hold  less  than a
         majority of the outstanding capital stock of the surviving corporation;
         or; (d) the Corporation sells all or substantially all of its assets;

1.1.6    "DEFERRED  BONUS" means the sum of $461,500  payable by the Corporation
         to the Contractor in accordance with the provisions hereof;

1.1.7    "EFFECTIVE DATE" means May 1st, 2006;

1.1.8    "EXPENSES" means all reasonable  expenses incurred by the Contractor in
         connection  with  the  business  of  the  Corporation  or  any  of  its
         subsidiaries,   including  without  limitation  travel  expenses,   car
         rentals, food and lodging, sundry expenses, and all other out of pocket
         expenses.

1.1.9    "HEREIN"  and  "HEREUNDER"  and other words of similar  import refer to
         this  Agreement  as  a  whole  and  not  to  any  particular   section,
         sub-section or other subdivision, unless otherwise expressly provided;

1.1.10   "MONTHLY  INSTALLMENT" means each monthly installment of the Annual Fee
         payable by the  Corporation to the  Contractor  pursuant to Section 3.1
         hereof and which is, as at the  Effective  Date,  the sum of $20,833.33
         per month;

1.1.11   "SERVICES"  means: (a) making available to the Corporation the services
         of Mr.  Joeseph  Grosso on a full time  basis to act as  President  and
         Chief   Executive   Officer  of  the  Corporation  and  to  assist  the
         Corporation on all aspects of its business, including by not limited to
         strategic  planning,  financing,   acquisitions  and  dispositions  and
         corporate structuring;  (b) liaison with the Corporation's professional
         representatives  on  matters  other  than of a  general  administrative
         nature; (c) liaison with respect to regulatory policy and procedure and
         liaison with  regulators and stock exchange  officials;  (d) assistance
         and advice with respect to strategic planning,  corporate  structuring,
         financing  alternatives and corporate objectives;  and (e) such further
         and  other  corporate  services  as  the  board  of  directors  of  the
         Corporation  may,  from time to time,  request and the  Contractor  may
         agree.

1.1.12   "TERM" means the term of this  Agreement,  commencing  on the Effective
         Date and  continuing  until this  Agreement is terminated in accordance
         with the provisions hereof; and

1.1.13   "THIS AGREEMENT" means this Amended and Restated Management  Agreement,
         as it may from  time to time  supplemented  or  amended  by one or more
         agreements entered into pursuant to the applicable provisions hereof;

1.2      INTERPRETATION.  In this Agreement: (a) all references to currency mean
         lawful  currency of Canada;  and (b) the headings  are for  convenience
         only  and  are  not  intended  as a  guide  to  interpretation  of this
         Agreement or any portion hereof;


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2.       ENGAGEMENT CONFIRMED

2.1      ENGAGEMENT.  The  Corporation  hereby  confirms the  engagement  of the
Contractor to continue to provide the Services  during the Term on the terms and
conditions  herein set forth and the  Contractor  hereby  agrees to  continue to
provide  the  Services  to the  Corporation  during  the Term on the  terms  and
conditions herein set forth.

3.       COMPENSATION

3.1      FEES.  During  the Term the  Corporation  will  pay the  Contractor  in
respect of each calendar year of the Term the Annual Fee, prorated in respect of
partial calendar years. The Corporation will pay the Annual Fee by paying to the
Contractor,  on the first  day of each  month  during  each year of the Term the
Monthly Installment, without set-off abatement or deduction.

3.2      REIMBURSEMENT  OF EXPENSES.  During the Term, in addition to paying the
Annual Fee, the  Corporation  will  reimburse  the  Contractor  for all Expenses
within 15 days of presentation of receipts or other evidence satisfactory to the
Corporation in respect to such Expenses.

3.3      STOCK OPTIONS. The Corporation will grant the Contractor, stock options
in an  amount  and  on  terms  determined  by  the  Board  of  Directors  of the
Corporation from time to time.

3.4      DEFERRED BONUS. In addition to the foregoing, the Corporation shall pay
to the Contractor the Deferred Bonus but only as hereinafter expressly provided.

3.5      ADJUSTMENT TO  COMPENSATION.  On each anniversary of the Effective Date
during the term of this Agreement, the Board of Directors of the Corporation, or
a committee of such a board,  will carry out an objective review of the terms of
reference  of  this  Agreement  and  the  Contractor's  performance,   including
agreements in the  marketplace,  and, if warranted,  the  compensation  provided
herein may be increased by the Corporation (but not decreased) for the following
year of the Term, and thereafter.

4.       CONTRACTOR'S RIGHT TO TERMINATE

4.1      SIXTY  DAYS  NOTICE.  The  Contractor  may at any  time  terminate  its
obligations under this Agreement by delivering  written notice of termination to
the Corporation. The Agreement shall terminate on the date specified in the said
written notice,  provided that the date of termination shall not be less than 60
days  after  the  date of  delivery  of such  notice  to the  Corporation.  Upon
termination  pursuant  to this  provision  the  Contractor  shall be entitled to
receive and the  Corporation  shall pay to the Contractor  within three Business
Days after the date of such  termination  the aggregate of: (a) all Accrued Fees
and Accrued Expenses to the date of termination.

4.2      DEFAULT BY  CORPORATION.  The  Contractor may at any time terminate its
obligations  under this Agreement if there has been a material breach or default
of any term of this  Agreement by the  Corporation  and such material  breach or
default has not been remedied, or waived by the Contractor, within 30 days after
written  notice of the  material  breach or default  has been  delivered  by the
Contractor to the Corporation.  Upon termination  pursuant to this provision the
Contractor  shall be entitled to receive  and the  Corporation  shall pay to the
Contractor  within three  Business Days after the date of such  termination  the


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aggregate  of:  (a)  all  Accrued  Fees  and  Accrued  Expenses  to the  date of
termination; (b) the Deferred Bonus; and, (c) an amount equal to the Annual Fee.

4.3      CHANGE  OF  CONTROL.  In  the  event  of a  Change  of  Control  of the
Corporation,  the Contractor may terminate the  Contractor's  obligations  under
this Agreement by delivering to the Corporation,  within 180 days of the date on
which the Change of Control occurs, written notice of termination. The Agreement
shall terminate on the date specified in the said written notice,  provided that
the  date of  termination  shall  not be less  than 30 days  after  the  date of
delivery of such notice to the Corporation.  Upon  termination  pursuant to this
provision the Contractor shall be entitled to receive and the Corporation  shall
pay to the  Contractor  within  three  Business  Days  after  the  date  of such
termination  the aggregate of: (a) all Accrued Fees and Accrued  Expenses to the
date of termination;  (b) the Deferred Bonus;  and, (c) an amount equal to three
times the Annual Fee;

5.       CORPORATION'S RIGHT TO TERMINATE

5.1      CAUSE. The Corporation may terminate the Contractor's  engagement under
this Agreement by delivering to the Contractor  written notice of termination if
the  Contractor  or any of its  directors,  officers,  or  employees  has  acted
unlawfully,  dishonestly,  in bad  faith  or  negligently  with  respect  to the
business of the  Corporation  to the extent  that it has a material  and adverse
effect  on the  Corporation,  or has  acted in any way which  would  permit  the
Corporation  to  terminate  the  Agreement  "for  cause"  at  common  law if the
Contractor or any of its directors,  officers or employees were employees of the
Corporation.  The Agreement  shall  terminate on the date  specified in the said
written notice. Upon termination pursuant to this provision the Contractor shall
be entitled to receive and the  Corporation  shall pay to the Contractor  within
three Business Days after the date of such termination the aggregate of: (a) all
Accrued Fees and Accrued Expenses to the date of termination.

5.2      CONVICTION.  The Corporation may terminate the Contractor's  engagement
under  this  Agreement  by  delivering  to  the  Contractor  written  notice  of
termination  if the  Contractor or any of its  directors,  officers or employees
have  been  convicted  of any  crime or fraud  against  the  Corporation  or its
property or any felony  offense or crime  reasonably  likely to bring  discredit
upon the Contractor or the  Corporation.  The Agreement  shall  terminate on the
date specified in the said written  notice.  Upon  termination  pursuant to this
provision the Contractor shall be entitled to receive and the Corporation  shall
pay to the  Contractor  within  three  Business  Days  after  the  date  of such
termination  the aggregate of: (a) all Accrued Fees and Accrued  Expenses to the
date of termination.

5.3      BANKRUPTCY.  The Corporation may terminate the Contractor's  engagement
under  this  Agreement  by  delivering  to  the  Contractor  written  notice  of
termination  if the  Contractor or any of its  directors,  officers or employees
files  a  voluntary  petition  in  bankruptcy,  or is  adjudicated  bankrupt  or
insolvent,  or files any petition or answer under any present or future  statute
or law relating to  bankruptcy,  insolvency  or other  relief for  debtors.  The
Agreement shall terminate on the date specified in the said written notice. Upon
termination  pursuant  to this  provision  the  Contractor  shall be entitled to
receive and the  Corporation  shall pay to the Contractor  within three Business
Days after the date of such  termination  the aggregate of: (a) all Accrued Fees
and Accrued Expenses to the date of termination

5.4      DEFAULT BY CONTRACTOR.  The Corporation may terminate the  Contractor's
engagement  under this Agreement by delivering to the Contractor  written notice
of  termination  if there has been a  material  breach or default of any term of
this  Agreement by the  Contractor  and such material  breach or default has not

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been remedied, or waived by the Corporation, within 30 days after written notice
of the material  breach or default has been delivered by the  Corporation to the
Contractor.  Upon termination pursuant to this provision the Contractor shall be
entitled to receive and the Corporation shall pay to the Contractor within three
Business  Days  after the date of such  termination  the  aggregate  of: (a) all
Accrued Fees and Accrued Expenses to the date of termination.

5.5      DEATH OR DISABILITY.  The  Corporation  may terminate the  Contractor's
engagement  under this Agreement by delivering to the Contractor  written notice
of  termination  if Joseph  Grosso  dies or  becomes  permanently  disabled,  as
determined by a competent physician chosen by the Corporation, or disabled for a
period  exceeding 360  consecutive  days or 360 days  calculated on a cumulative
basis  over  any two  year  period  during  the  Term of  this  Agreement.  Upon
termination  pursuant  to this  provision  the  Contractor  shall be entitled to
receive and the  Corporation  shall pay to the Contractor  within three Business
Days after the date of such  termination  the aggregate of: (a) all Accrued Fees
and Accrued  Expenses to the date of termination;  (b) the Deferred Bonus;  and,
(c) an amount equal to the Annual Fee.

5.6      CHANGE  OF  CONTROL.  In  the  event  of a  Change  of  Control  of the
Corporation,  the Corporation may terminate the  Contractor's  engagement  under
this Agreement by delivering to the  Contractor,  within 180 days of the date on
which the Change of Control occurs, written notice of termination. The Agreement
shall terminate on the date specified in the said written notice,  provided that
the  date of  termination  shall  not be less  than 30 days  after  the  date of
delivery of such notice to the  Contractor.  Upon  termination  pursuant to this
provision the Contractor shall be entitled to receive and the Corporation  shall
pay to the  Contractor  within  three  Business  Days  after  the  date  of such
termination  the aggregate of: (a) all Accrued Fees and Accrued  Expenses to the
date of termination;  (b) the Deferred Bonus;  and, (c) an amount equal to three
times the Annual Fee;

5.7      NOTICE.  The  Corporation  may at any time  terminate the  Contractor's
engagement  under this Agreement by delivering  written notice of termination to
the Contractor.  The Agreement shall terminate on the date specified in the said
written notice. Upon termination pursuant to this provision the Contractor shall
be entitled to receive and the  Corporation  shall pay to the Contractor  within
three Business Days after the date of such termination the aggregate of: (a) all
Accrued Fees and Accrued  Expenses to the date of termination;  (b) the Deferred
Bonus; and, (c) an amount equal to three times the Annual Fee;

6.       PAYMENTS TO CONTRACTOR.

6.1      PAYMENT  OPTIONS.  The  Contractor  may, by notice to the  Corporation,
elect to take any payments to which it is entitled pursuant to the provisions of
any subsection of Sections 4 or 5, as the case my be, in a lump sum payment,  or
in installments over such period as the Contractor my specify.

6.2      LIQUIDATED DAMAGES.  Any payments made pursuant to Sections 4 or 5 will
be made as liquidated damages and not as a penalty,  and the parties have agreed
in advance that such amount  represent a genuine  pre-estimate of the damages to
be suffered by the Contractor  should this  Agreement be terminated  pursuant to
the provisions of either Section 4 or 5.


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7.       GENERAL

7.1      CONFIDENTIALITY. The Contractor shall not either during the continuance
of its engagement or anytime  thereafter  divulge,  publish or otherwise  reveal
either  directly or indirectly or through any person,  firm or  corporation  the
private affairs or secrets of the Corporation, its subsidiaries or affiliates to
any person or persons other than the directors of the  Corporation and shall not
without the written consent of the Corporation  either during the continuance of
its engagement or at any time thereafter, use for its own purpose or any purpose
other than those of the  Corporation  any information it may acquire in relation
to the business and affairs of the Corporation  except such information which is
in the public  domain or is  required  by law to be  disclosed.  The  Contractor
agrees,  during the term of its engagement  and at all times  thereafter to keep
confidential  all  information and material  provided to it by the  Corporation,
excepting only such information as is already known to the public or required by
law to be disclosed, and including any such information and material in relation
to any customer, vendor or other party transacting business with the Corporation
and not to release,  use or  disclose  the same,  except with the prior  written
permission  of the  Corporation.  The within  understanding  shall  survive  the
termination  of  this  Agreement  or of  the  Contractor's  engagement  even  if
occasioned by the Corporation's breach or wrongful  termination.  The Contractor
will cause all of its directors,  officers,  employees, advisors and consultants
to comply with this section 7.1.

7.2      INDEPENDENT  CONTRACTOR.  In  performing  the Services  hereunder,  the
Contractor  shall  operate  as and  shall  have  the  status  of an  independent
contractor  and  shall  not  act or hold  itself  out as or be an  agent  of the
Corporation and shall not bind the Corporation to any agreement or transaction.

7.3      SEVERABILITY.  The invalidity or  unenforceability of any provisions of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

7.4      ENUREMENT.  This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and permitted assigns.

7.5      NOTICES.  Unless otherwise  specified in this Agreement,  any notice or
other communication required to be given by any party pursuant to this Agreement
must be in writing,  given by letter or notice  delivered by hand or first-class
prepaid post or  transmitted  by facsimile  transmission,  and  addressed to the
recipient and sent to the address and facsimile  number of the recipient set out
below, marked for the attention of the representative set out below:

         (a)      If to the Contractor:
                       Oxbow International Marketing Corporation
                       3860 Moscrop Avenue
                       Burnaby, BC V5G 2C9
                       Fax: 604-430-3016

         (b)      If to the Corporation:
                       IMA  Exploration  Inc.
                       709 - 837 West Hastings Street
                       Vancouver, BC V6C 3N6
                       Fax: 604-687-1858

Any notice personally delivered shall be deemed to have been given by the sender
and  received  by the  addressee  at the time of  delivery.  Any notice  sent by

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facsimile  shall be deemed to have been given by the sender and  received by the
addressee on the first business day after it was transmitted.

7.6      GOVERNING   LAW.  The  validity,   interpretation,   construction   and
performance  of the  Agreement  shall be governed by the laws of the Province of
British Columbia and the parties hereby  irrevocably  attorn to the jurisdiction
of the courts of British Columbia.

7.7      WAIVER.  No  provisions of this  Agreement  may be modified,  waived or
discharged unless such waiver  modification or discharge is agreed to in writing
signed by the  Contractor and  Corporation.  No waiver by either party hereto at
any time of any  breach by the other  party  hereto of, or  compliance  with any
condition  or  provision  of this  Agreement to be preformed by such other party
shall be deemed a waiver of similar or  dissimilar  provisions  or conditions at
the same time or at any prior or subsequent time.

7.8      ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire amended and
restated  agreement  between  the parties  hereto and  supersedes  all  previous
expectations,  understanding,  communications,  representations  and agreements,
whether verbal or written between the parties hereto with respect to the subject
matter of this Agreement,  including without limitation the Original  Management
Agreement,  No agreements or  representations,  oral or otherwise,  expressed or
implied with respect to the subject matter hereof have been made by either party
which are not set forth expressly in the Agreement.

7.9      NO  ASSIGNMENT.  This  Agreement  may not be assigned  by either  party
hereto without the written consent of the other.

7.10     COUNTERPARTS.This   Agreement   may  be   executed   in  one  or   more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute a single agreement which may be sufficiently evidenced
by one  counterpart.  A facsimile  of an executed  counterpart  hereof is hereby
deemed to be an originally executed counterpart hereof

IN WITNESS  WHEREOF the parties  have caused this  Agreement  to be executed and
delivered as of the Effective Date.

IMA EXPLORATION INC.
Per:

/s/ Arthur Lang
____________________
Authorized Signatory

OXBOW INTERNATIONAL MARKETING CORP.
Per:

/s/ Joseph Grosso
____________________
Joseph Grosso
President





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