EXHIBIT NUMBER 4.55




               AMENDMENT TO CONSULTING SERVICES AGREEMENT BETWEEN
                     OXBOW INTERNATIONAL MARKETING CORP. AND
                            IMA RESOURCE CORPORATION
                              DATED APRIL 17, 2003






















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                              MANAGEMENT AGREEMENT

THIS AGREEMENT made and effective as of the 1st day of July, 1999


BETWEEN:

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

                  (the "Corporation")

                                                       OF THE FIRST PART

AND:

                  OXBOW INTERNATIONAL MARKETING CORP. having an office at
                  3380 Moscrop Avenue, Burnaby,
                  British Columbia, V5G 2C9

                  (the "Contractor")

                                                       OF THE SECOND PART

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.      The Corporation wishes to retain the Contractor to provide services with
respect to the corporate and administrative affairs of the Corporation,  as more
particularly set out herein.

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



1.   DEFINITIONS AND INTERPRETATION

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

     (a)  "this Agreement" means this contract for corporate and  administrative
          services as from time to time  supplemented  or amended by one or more
          agreements entered into pursuant to the applicable provisions hereof;

     (b)  the  words  "herein"  and  "hereunder"  and  other  words  of  similar
          importance  refer  to  this  Agreement  as a  whole  and  not  to  any
          particular paragraph, sub-paragraph or other subdivision;

     (c)  all references to currency mean lawful currency of Canada;

     (d)  the headings are for convenience  only and are not intended as a guide
          to interpretation of this Agreement of any portion hereof;


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     (e)  "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; and

     (f)  "Services"  means  the  services   described  in  section  3  of  this
          Agreement.


2.   ENGAGEMENT AND TERM

     (a)  The Corporation  hereby engages the Contractor to provide the Services
          and the  Contractor  hereby  agrees to  provide  the  Services  to the
          Corporation.

     (b)  The  Contractor's  engagement  will  commence  on  the  date  of  this
          Agreement  and  continue   until  this   Agreement  is  terminated  in
          accordance with the provisions herein.


3.   SCOPE OF SERVICES

The Services to be provided by the Contractor shall consist of the following:

     (a)  making  available to the Corporation the services of Mr. Joe 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.


4.   COMPENSATION

     (a)  FEE. During the term of this Agreement,  the Contractor will be paid a
          monthly fee of $8,500  (yielding and annual fee of $102,000),  payable
          in equal monthly instalments on the first day of each month.

     (b)  REIMBURSEMENT  OF  EXPENSES.   In  addition  to  the  foregoing,   the
          Corporation  will reimburse the  Contractor for all reasonable  travel
          expenses, including car rentals, food and lodging, and sundry expenses
          and all other out of pocket  expenses  incurred in connection with the
          business of the Corporation or any of its subsidiaries  within 15 days
          of  presentation  of receipts or other  evidence  satisfactory  to the
          Corporation in respect of such expenses.

     (c)  STOCK OPTIONS.  The Corporation  will grant to the  Contractor,  stock
          options in an amount and on terms determined by the board of directors
          of the  Corporation  from time to time.


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     (d)  BONUS.  In addition to the foregoing,  the contractor will be entitled
          to a bonus in an amount equal to $6,500 per month  calculated from the
          date of this  Agreement.  The bonus will only be payable in accordance
          with subsection 8(c) of this Agreement.

     (e)  ADJUSTMENT TO  COMPENSATION.  On each  anniversary of the date of this
          Agreement,  while the Contractor  remains engaged by the  Corporation,
          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 engagement, if any, and thereafter.


5.   CONTRACTOR'S RIGHT TO TERMINATE

The  Contractor may terminate its  obligations  under this Agreement at any time
upon the occurrence of the following events:

     (a)  at  any  time  upon  providing  60  days'  notice  in  writing  to the
          Corporation;

     (b)  upon a material breach or default of any term of this Agreement by the
          Corporation  if such material  breach or default has not been remedied
          within 30 days after written notice of the material  breach or default
          has been delivered by the Contractor to the Corporation; or

     (c)  in accordance with subsection 7(b).


6.   CORPORATION'S RIGHT TO TERMINATE

The Corporation may terminate the  Contractor's  engagement under this Agreement
at any time upon the occurrence of any of the following events:

     (a)  the Contractor or any of its directors,  officers or employees  acting
          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 acting 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;

     (b)  the conviction of the Contractor or any of its directors,  officers or
          employees  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;

     (c)  the Contractor or any of its directors, officers or employees filing a
          voluntary  petition in bankruptcy,  or being  adjudicated  bankrupt or
          insolvent,  or filing  any  petition  or answer  under any  present or
          future  statute or law  relating to  bankruptcy,  insolvency  or other
          relief for debtors;

     (d)  a  material  breach or default  of any term of this  Agreement  by the
          Contractor  if such  material  breach or default has not been remedied
          within 30 days after written notice of the material  breach or default
          has been delivered by the Corporation to the Contractor;

     (e)  Joseph Grosso dying or becoming permanently disabled, as determined by
          a competent  physician  chosen by the  Corporation,  or disabled for a
          period  exceeding  360  consecutive


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          days or  360 days calculated  on a cumulative  basis over any two year
          period during the term of this Agreement;

     (f)  in accordance  with  subsection  7(b); or (g) at the discretion of the
          Corporation without cause.


7.   CHANGE OF CONTROL

     (a)  For the  purposes of this  Agreement,  a "Change of Control"  shall be
          deemed to have occurred when:

          (i)    a majority  of the  directors  elected at any annual or special
                 general  meeting of  shareholders  of the  Corporation  are not
                 individuals  nominated  by  the  Corporation's  then  incumbent
                 Board;

          (ii)   there is occurrence of an event,  including a take over bid (as
                 defined in the Securities Act (British  Columbia),  whereby 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;

          (iii)  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

          (iv)   the Corporation sells all or substantially all of its assets.

     (b)  In  the  event  of  a  Change  of  Control  of  the  Corporation,  the
          Corporation  or  the   Contractor   may  terminate  the   Contractor's
          obligations  under  this  Agreement  within  180 days of the Change of
          Control upon giving 30 days' notice in writing to the other party, and
          in  such  event,  the  Contractor  will be  entitled  to  receive  the
          compensation set out in subsection 8(c).


8.   PAYMENTS ON TERMINATION

     (a)  In  the  event  of the  termination  of  the  Contractor's  employment
          pursuant  to  subsection  5(a),  6(a),  6(b),  6(c)  or  6(d)  of this
          Agreement,  the Corporation  shall pay to the Contractor  within three
          Business  Days of the  date of such  termination  the full  amount  of
          compensation  accrued  pursuant to  subsections  4(a) and 4(b) of this
          Agreement as of the date of termination.

     (b)  In  the  event  of the  termination  of  the  Contractor's  employment
          pursuant  to  subsections   5(b)  or  6(e)  of  this  Agreement,   the
          Corporation  shall pay to the Contractor within three Business Days of
          the date of such termination:

          (i)    the full amount of compensation accrued pursuant to subsections
                 4(a) and 4(b) of this Agreement as of the date of termination,

          (ii)   the  bonus  referred  to under  subsection  4(d) to the date of
                 termination; and

          (iii)  12 months of its then current  compensation  under  subsections
                 4(a) and 4(d).


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     (c)  In  the  event  of the  termination  of  the  Contractor's  employment
          pursuant to subsection 6(g) or 7(b) of this Agreement, the Corporation
          shall pay to the Contractor  within three Business Days of the date of
          such termination:

          (i)    the full amount of compensation accrued pursuant to subsections
                 4(a) and 4(b) of this Agreement as of the date of termination;

          (ii)   the  bonus  referred  to under  subsection  4(d) to the date of
                 termination; and

          (iii)  three years compensation under subsections 4(a) and 4(d).

     (d)  The Contractor  may, by notice to the  Corporation,  elect to take the
          severance  payments to which he is entitled  under  subsections  8(a),
          8(b) or  8(c),  as the  case  may be,  in a lump  sum  payment,  or in
          instalments over such period as the Contractor may specify.

     (e)  Any payments made pursuant to sections 8(a), 8(b) or 8(c) will be made
          as  liquidated  damages  and not as a penalty,  and the  parties  have
          agreed in advance that such amounts  represent a genuine  pre-estimate
          of the damages to be suffered by the Contractor  should this Agreement
          be terminated pursuant to sections 5, 6 or 7(b).


9.   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,
accepting only such information as is already known to the public or required by
law to be disclosed,  and including  any such  information  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 9.


10.  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.


11.  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.




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12.  ENUREMENT

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


13.  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 Contactor:   Oxbow International Marketing Corporation
                                 3360 Moscrop Avenue
                                 Burnaby, BC V5G 2C9
                                 Fax: 604-430-3016

     (b)  If to the Corporation: IMA Exploration Inc
                                 709 - 837 West Hasting 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
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.


14.  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.


15.  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 the 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.


16.  ENTIRE AGREEMENT

No agreements or representations,  oral or otherwise,  expressed or implied with
respect to the subject  matter  hereof have been made by wither  party which are
not set forth expressly in the Agreement.


17.  NO ASSIGNMENT

This  Agreement  may not be assigned by either party hereto  without the written
consent of the other.


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18.  COUNTERPARTS

The Agreement may be executed in one or more counterparts each of which shall be
deemed to be an original but all of which  together will  constitute one and the
same Agreement.


IN WITNESS  WHEREOF the parties  have caused this  Agreement  to be executed and
delivered as of the day and year above first set forth.


IMA EXPLORATION INC.

Per:
        /s/ Nikolaos Cacos
        ----------------------------
        Nikolaos Cacos, Director & Corporate Secretary


OXBOW INTERNATIONAL MARKETING CORP.

Per:
        /s/ Joseph Grosso
         ------------------------------
        Joseph Grosso, President





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