EXHIBIT NUMBER 4.46




                      LETTER OF INTENT DATED MARCH 6, 2003
                        WITH AMERA RESOURCES CORPORATION

















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<PAGE>


                           AMERA RESOURCES CORPORATION
                      SUITE 709 - 837 WEST HASTINGS STREET
                                 VANCOUVER, B.C.
                                     V6C 3N6






March 6, 2003


IMA Exploration Inc.
Suite 709, 837 West Hastings Street
Vancouver, B.C.
V6C 3N6

- and -

Inversiones Mineras Argentinas S.A.
Av. Ignacio De la Roza 670 (E)
San Juan, San Juan Province, 5400
Argentina




Gentlemen:

RE:  Letter of Intent (the "Letter of Intent")  granting an Option to Purchase a
     51%  Undivided  Interest  in the group of  mineral  rights  known as Mogote
     located  in the San  Juan  Province  of  Argentina,  as  more  particularly
     described  in  Schedule  "A"  appended  hereto  (the  "Property"),  by  IMA
     Exploration Inc. and Inversiones Mineras Argentinas S.A.  (collectively the
     "Optionor")   to   Amera    Resources    Corporation    (the    "Optionee")
     ---------------------------------------------------------------------------

This Letter of Intent will confirm our  understanding  of your grant to us of an
irrevocable  option to earn a 51%  undivided  interest in the  Property,  on the
following material terms and conditions:

1.   REPRESENTATIONS AND WARRANTIES

1.1      The Optionor,  pursuant to the terms of an option  agreement dated June
7, 2000 (the "Underlying  Option  Agreement")  entered into between  Inversiones
Mineras  Argentinas S.A., the wholly owned  subsidiary of IMA Exploration  Inc.,
and Nestor  Guido Arturo  (appended  as Schedule "B" hereto)  holds the sole and
exclusive right to acquire a 100% interest in the Property, subject to the terms
and conditions of such Underlying Option Agreement.


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                                      -2-


1.2      The  Optionor  represents  and  warrants  that  the  Underlying  Option
Agreement is currently in good standing and that,  subject only to the terms and
conditions of such Underlying Option  Agreement,  the Property is free and clear
of all liens,  charges and encumbrances,  and is properly recorded and staked in
accordance  with the laws of the Republic of Argentina,  and is in good standing
with respect to the filing of annual assessment work.

1.3      The Optionor has the absolute right to enter into this Letter of Intent
without first obtaining the consent of any other person or body corporate and no
other person or body  corporate has any  agreement,  option,  right or privilege
capable of  becoming  an  agreement  for the  purchase  of the  Property  or any
interest therein.

1.4      The Optionor has completed all necessary and proper  corporate acts and
procedures  for the  Optionor  to enter into this Letter of Intent and carry out
its terms to the full extent.

2.   OPTION

2.1      The Optionor  irrevocably grants to the Optionee the sole and exclusive
right and option to acquire a 51% undivided interest in and to the Property (the
"Option")  free and clear of all liens,  charges,  royalties,  encumbrances  and
claims  (subject  only to the  terms and  conditions  of the  Underlying  Option
Agreement) in accordance with the terms and conditions of this Letter of Intent.

3.   EXERCISE OF OPTION

3.1      The Optionee may exercise the Option by (i) issuing to IMA  Exploration
Inc. an aggregate  1,650,000  common shares in the capital stock of the Optionee
(the "Shares") and by (ii) incurring an aggregate of One Million Two Hundred and
Fifty  Thousand  Dollars  USD  (US$1,250,000)  in  exploration  and  development
expenditures  on the  Property,  in the  instalments  and on or before the dates
specified below:

                                                          MINIMUM EXPLORATION
                                                            AND DEVELOPMENT
         DATE FOR COMPLETION       NUMBER OF COMMON       EXPENDITURES TO BE
                                 SHARES TO BE ISSUED           INCURRED
         -------------------     -------------------      -------------------

         Approval Date                 100,000                             -
         (as defined below)

         July 1, 2004                  100,000                 US$   250,000*

         July 1, 2005                  250,000                 US$   300,000

         July 1, 2006                  300,000                 US$   300,000

         July 1, 2007                  900,000                 US$   400,000
                                     ---------                     ---------

                            TOTAL    1,650,000                 US$ 1,250,000
                                     =========                     =========


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                                      -3-

         *  All expenditures  incurred to date by the Optionor in respect of the
            Property  shall be re-imbursed by the Optionee and shall be included
            in the calculation of the minimum expenditures to be incurred by the
            Optionee during the period ending July 1, 2004.

3.2      Any work  expenditures  incurred in excess of the  requirements for any
period set out above  will be  credited  against  the  requirements  of the next
succeeding  period.  In the event any share issuance or work requirement for any
period is not met, the Option will terminate,  subject to the notice  provisions
of paragraph 7.1 hereof.

3.3      During the term of the Option,  the Optionee shall be  responsible  for
making all payments required to maintain the Property in good standing including
all  rentals,  levies,  duties,  royalties,  assessments,  fees,  taxes or other
governmental  charges  levied with  respect to the  Property  or its  operations
thereon and shall assume the Optionor's  obligations under the Underlying Option
Agreement  including  all payments due  thereunder,  and all such costs shall be
included in the minimum expenditures to be incurred by the Optionee hereunder.

3.4      The Optionor  shall be the operator of the  Property  (the  "Operator")
throughout  the term of the Option and the Optionee  will  subcontract  with the
Optionor  for the  provision  of  exploration  services  by the  Optionor to the
Optionee at competitive  prices in respect of the  exploration  and  development
work on the Property.

3.5      Upon  issuing  the Shares and  incurring  the  expenditures  set out in
paragraph 3.1, the Optionee shall have earned a 51% undivided interest in and to
the Property;  prior thereto,  beneficial  ownership of the Property will remain
with the Optionor.

4.   JOINT VENTURE

4.1      In the event that the Optionee  exercises the Option in accordance with
the terms of this Letter of Intent,  then the Optionor and the Optionee agree to
associate on a joint venture basis for the further  exploration  and development
of the  Property,  sharing  the costs of such  exploration  and  development  in
accordance  with  their  respective  interest  in the  Property,  and  agree  to
negotiate,  in good faith,  a formal  joint  venture  agreement  containing  the
essential terms described in Schedule "C" appended hereto (the "JV Agreement").

5.   ABANDONMENT OR TERMINATION OF OPTION

5.1      In the event that the  Optionee  decides to abandon  the Option and the
Property, or any portion thereof, the Optionee will provide forty five (45) days
prior written notice to the Optionor of such abandonment.

5.2      In the event  that the Option is  terminated  or  abandoned  as set out
above,  the Optionee  will have no further right or interest in the Property and
will have no further  obligations  hereunder,  save and except that the Property
will be left in good  standing  with respect to the filing of annual  assessment
work and the  payment  of rental  fees for a period of at least  sixty (60) days
from the effective date of such termination or abandonment.


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                                      -4-

5.3      In the event  that the Option is  terminated  or  abandoned  as set out
above,  the Optionee  will  forthwith  deliver to the  Optionor all data,  maps,
reports and other information with respect to the Property, in its possession or
under its control.

6.   RIGHT OF ENTRY

6.1      During  the term of the  Option,  the  Optionor  will have the right to
enter upon the Property,  enjoy quiet possession  thereof,  explore for minerals
thereon,  bring and erect upon the  Property  such mining  facilities  as it may
consider advisable and remove material for the purposes of bulk testing or pilot
plant operations.

6.2      The   Optionee   grants  to  the   Optionor  or  its  duly   authorized
representatives in writing,  access to the Property provided that such access is
not disruptive to the exploration or mining activities of the Optionee.

7.   DEFAULT

7.1      In the event that the Optionee is in default of any of its  obligations
hereunder,  the  Optionee  will not lose any rights  under this Letter of Intent
until the  Optionor  has given to the  Optionee  notice of such  default and the
Optionee does not take any  reasonable  steps to cure such default  within sixty
(60) days from the Optionee's receipt of such notice.

8.   OPTION ONLY

8.1      This  is an  option  only  and  nothing  herein  will be  construed  as
obligating  the Optionee to do any acts or make any payments  hereunder  and any
acts or payments as are made  hereunder  will not be construed as obligating the
Optionee to do any further act or make any further payment.

9.   COVENANTS OF THE OPTIONEE

9.1      The Optionee hereby covenants and agrees with the Optionor as follows:

    (a)  that it  shall  carry  out and  record or cause to be  carried  out and
         recorded  all  assessment  work upon the Property as may be required in
         order to maintain the Property in good standing at all times;

    (b)  that  it will carry out its operations on the Property in a careful and
         miner  like  manner  in  accordance   with   the  applicable  laws  and
         regulations of the Province of San Juan and the Republic of Argentina;

    (c)  that  it will  properly  pay all  accounts of every nature and kind for
         wages,   supplies,  Workers'  Compensation   Assessments,   income  tax
         deductions and all other  accounts and  indebtedness  incurred by it so
         that no  claim or lien will  attach to the  Property or upon the ore or
         mineral  contained  therein and it will indemnify the Optionor and save
         the Optionor  harmless  from any and all loss, costs,  actions,  suits,
         damages or claims which  may be made against the Optionor in respect of
         the operations on the  Property,


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<PAGE>
                                      -5-

         provided  however,  that the Optionee shall have the  right  to contest
         the validity of any such lien or claim;

    (d)  the Optionee  shall  indemnify and hold the Optionor  harmless from any
         and all  liabilities,  costs,  damages  or  charges   arising  from the
         failure of the Optionee to comply with the covenants  contained in this
         paragraph or otherwise arising from its operations on the Property.

10.  FURTHER ASSURANCES

10.1     The  parties  hereto agree to do or cause to be done all acts or things
necessary to implement and carry into effect the  provisions  and intent of this
Letter of Intent.

11.  GENERAL

11.1     This  Letter of Intent will be governed  and  construed  in  accordance
with the laws of the Province of British Columbia.

11.2     This  Letter to Intent is intended to create  binding  legal  relations
among the  parties  and will enure to the  benefit  of and be  binding  upon the
parties hereto and their  respective  successors and assigns as the case may be,
until  replaced by the JV Agreement.  Until the execution and delivery of the JV
Agreement,  this  Letter of Intent will  remain  binding  and in effect  (unless
terminated pursuant to the provisions thereof).

11.3     In  the event that  during  the term of the  Option,  any party  hereto
acquires  any  mineral  properties  or rights  thereto,  located  within two (2)
kilometers of the boundaries of the Property,  such mineral properties or rights
thereto  shall be included in and form part of the Property  herein and the cost
of acquiring and maintaining such mineral  properties or rights thereto shall be
included in the minimum expenditures to be incurred by the Optionee hereunder.

11.4     In  the  event  that any  provision  of this  Letter  of Intent is held
unenforceable  or invalid by a court of law,  this Letter of Intent will be read
as if such unenforceable or invalid provision were removed.

11.5     The  rights and  obligations  of the parties  created by this Letter of
Intent are not assignable by any party without the prior written  consent of the
other  party,  not to be  unreasonably  withheld,  except  for any  transfer  or
assignment  to a  wholly  owned  subsidiary  of  the  party  or  pursuant  to an
amalgamation, merger, or corporate reorganization or arrangement of the party.

11.6     This  Letter of Intent is subject to the prior acceptance for filing by
the TSX Venture  Exchange on behalf of the  Optionee.  The Optionee will use its
best efforts to obtain such acceptance  within one hundred and twenty (120) days
of the  execution  of this Letter of Intent (the date of such  acceptance  being
referred to as the "Approval Date" herein).


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                                      -6-

If the foregoing terms and conditions,  and the attached  schedules which form a
part of this  Letter of Intent,  accurately  set out our mutual  understandings,
please indicate your acceptance by signing this letter where indicated below and
returning to us the enclosed copy duly signed.

Yours very truly,

AMERA RESOURCES CORPORATION

Per:

     /s/ Nikolaos Cacos

Nikolaos Cacos,
President and Chief Executive Officer


Terms and conditions approved as of the date first above written.

IMA EXPLORATION INC.                        INVERSIONES MINERAS
                                            ARGENTINAS S.A.




Per: /s/ William Lee                        Per: /s/ Isabel Chiarantano
     --------------------                        ----------------------------
     Authorized Signatory                        Isabel Chiarantano, Director





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<PAGE>



        THIS IS SCHEDULE "A" TO THE LETTER OF INTENT DATED MARCH 6, 2003
         MADE BETWEEN AMERA RESOURCES CORPORATION, IMA EXPLORATION INC.
                    AND INVERSIONES MINERAS ARGENTINAS S.A.



                      DESCRIPTION AND MAP OF PROPERTY



                                   CATEO                          HECTARES
--------------------------------------------------------------------------------
                                   338 579-R-92                   2259


NAME                               DISCOVERY                      HECTARES
--------------------------------------------------------------------------------
Adela #1                           425-098-A-2000                 2000

Mogotes Norte                      520-0275-R-97                  1650

Mogotes Sur                        520-0274-R-97                  2100



                                      MINA
--------------------------------------------------------------------------------
NAME                               FILE NUMBER                    HECTARES
--------------------------------------------------------------------------------
Mogote 1                           156.277-S-79                   48

Mogote 4                           156.277-S-76                   48

Mogote 9                           156.285-S-76                   48

Mogote 14                          156.290-S-76                   48






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                               [MAP OF PROPERTY]











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<PAGE>

         THIS IS SCHEDULE "B" TO THE LETTER OF INTENT DATED MARCH 6,2003
         MADE BETWEEN AMERA RESOURCES CORPORATION, IMA EXPLORATION INC.
                    AND INVERSIONES MINERAS ARGENTINAS S.A.




Copy of Underlying Option Agreement dated June 7, 2000 made between  Inversiones
Mineras  Argentinas S.A., the wholly owned  subsidiary of IMA Exploration  Inc.,
and Nestor Guido Arturo.










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<PAGE>

         THIS IS SCHEDULE "C" TO THE LETTER OF INTENT DATED MARCH 6,2003
         MADE BETWEEN AMERA RESOURCES CORPORATION, IMA EXPLORATION INC.
                    AND INVERSIONES MINERAS ARGENTINAS S.A.

                    MATERIAL TERMS OF JOINT VENTURE AGREEMENT

Under  paragraph  4.1 of the Letter of Intent,  the  Optionee  and the  Optionor
and/or its assigns  agree to execute and deliver a joint  venture  agreement for
the future  exploration and development of the Property on a joint venture basis
on the following material terms:

1.      The initial interest of the parties in and to the Property and all other
assets, liabilities,  benefits or losses (the "Project") will be the Optionee as
to a 51% undivided  interest,  and the Optionor as to a 49% undivided  interest,
subject to  variation  from time to time as set out below.  The parties  will be
deemed to have initially  contributed the following  costs for the Project:  the
Optionee US$1,250,000 and the Optionor $612,500.

2.      The parties will form a management  committee  consisting  of one member
appointed by each party (the "Management  Committee").  The Management Committee
will have the power and  authority  to make  binding  decisions on behalf of the
parties with respect to the  exploration and development of the Property and the
Project,  and all matters incidental  thereto,  including the approval of annual
work  programs  and  budgets  for all  exploration  and  development  work.  All
decisions  of the  Management  Committee  will be made by a simple  majority  of
votes,  each party having one vote for each one percent (1%) of interest held in
the Project.  In the event of a tie vote,  the  Operator  will have a casting or
deciding vote.

3.      The Management  Committee will appoint a person or company to act as the
daily manager and  administrator  of the exploration and development work on the
Property (the "Operator"), and the first Operator will be the Optionee until its
resignation or removal by the Management Committee.

4.      The  Operator  will  prepare  and  submit for the  consideration  of the
Management  Committee  annual work programs and budgets for the  exploration and
development work on the Property (collectively the "Programs" and individually a
"Program").  If the Operator has not submitted a Program  within sixty (60) days
of any  calendar  year end,  the  non-Operator  will be  entitled to prepare and
submit a Program to the Management Committee for its consideration.

5.      Within sixty (60) days following the Management  Committee's approval of
a  Program,  the  parties  will  elect by notice in  writing  to the  Management
Committee to either not  participate in the Program,  participate in the Program
to the full extent of their cost  share,  or  participate  in the Program for an
amount  less than their cost  share.  A party's  cost share will be equal to its
proportionate  share of cost of a Program  based upon its  interest  held in the
Project.  If a party elects to not  participate or elects to participate  for an
amount less than its cost share, that party will suffer dilution of its interest
in the Property and the Project in accordance with the provisions below.

6.      If a party elects not to contribute  or elects to  contribute  less than
its entire cost share, such party's interest in the Project will be reduced to a
percentage  equal to the fraction the  numerator of which is the total costs for
the Project paid or deemed paid by the party and the denominator of which is the
total costs for the Project of all parties  paid or deemed paid,  multiplied  by
100, and the




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                                      - 2 -


other party's interest will be accordingly increased. If any party's interest is
reduced below ten percent (10%) by the operation of this  paragraph,  such party
will transfer its remaining interest in the Project to the other party, and will
receive as consideration therefor either a ten percent (10%) net profits royalty
or a 1.5% net smelter  returns  royalty at the election of the  non-contributing
party,   made  at  the  time  of  the   conversion   of  its  interest  (if  the
non-contributing  party fails to so elect within thirty (30) days of the date of
conversion,  the  other  party  will be  entitled  to make the  election).  "Net
profits"  from  production  will be  calculated  in  accordance  with  generally
accepted  accounting  principles  including  deductions for interest,  taxes and
royalties  (other than income taxes),  amortization of capital  expenditures and
pre-production expenditures, a reserve for three (3) months working capital, and
a management fee not to exceed fifteen  percent (15%) of operating  costs.  "Net
smelter  returns" will be  calculated  from the gross  receipts  received by the
contributing party from any smelter or refinery, less smelter treatment charges,
production  taxes or royalties,  and  transportation  expenses to the smelter or
other purchaser.

7.      The parties  electing to  contribute  to a Program will have thirty (30)
days  from  receipt  of the  Operator's  invoice  to pay  their  cost  share  in
proportion  to their  interest in the Project.  If a party fails to pay its cost
share within such time, the defaulting  party's interest will suffer dilution in
accordance with the provisions of paragraph 6 above,  but at one and one-half (1
1/2) times the normal rate,  and the Operator will have a lien upon that party's
share of production to a value equal to one hundred fifty percent  (150%) of the
amount in default with  interest at twelve  percent  (12%) per annum  calculated
from the date of default to the date of repayment. The Operator will be entitled
to render  invoices  for costs of a Program  in  advance,  provided  that such a
request for an advance does not exceed the  estimated  cost for the next one (1)
month's operations.

8.      The  Operator  will be entitled to charge the parties a  management  fee
equal to fifteen percent (15%) of any Program's budget.

9.      The  non-Operator  will be entitled to enter upon the Property  after 24
hours advance notice to the Operator,  at the non-Operator's own risk,  provided
that such access is not disruptive to the  exploration  or mining  activities of
the Operator.





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