OPTION AGREEMENT

THIS AGREEMENT is made effective as of September 21, 2005 (the Effective Date).

BETWEEN:

UNITED ENERGY METALS S.A., a corporation incorporated pursuant to the laws of Argentina and having an office address located at 1052 San Martn Avenue, 3rd floor, Office 17, Ciudad Mendoza, Province of Mendoza, Argentina;

(the Optionor)

AND:

INTERNATIONAL MINERAL RESOURCES LTD., a corporation being organized pursuant to the laws of the Turks and Caicos Islands and having an office address located at No. 1 Caribbean Place, P.O. Box 97, Leeward Highway, Providenciales, Turks and Caicos Islands;

(the Optionee)

WHEREAS:

(A)

The Optionor is in the business of acquiring, exploring and developing mineral properties in Argentina (the Business)

(B)

The Optionor is the legal and beneficial owner of certain permits and applications for uranium exploration and exploitation in the Province of Chubut, Argentina, which permits and cateos are more particularly described in Schedule A attached hereto;

(C)

The Optionor acknowledges that it is indebted to the Optionee in the amount of US$70,300 (the Debt);

(D)

The Optionor desires to grant the Optionee with an option (the Option) whereby the Optionee can pay US$70,300 to the Optionor or convert the Debt in order to acquire 499 shares of the Optionor (also called Minera Argentina or UEM) in accordance with the terms and conditions of this Agreement so that upon exercise of the Option, the Optionee will own 99.8% of the issued and outstanding shares of the Optionor, and, if the Optionee decides to convert the Debt, then the Debt will be extinguished.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the $10.00 now paid by the Optionee to the Optionor and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.

Definitions

1.1

In this Agreement, the following expressions shall, where the context so admits, bear the meaning respectively set opposite them:

(a)

Agreement means this Agreement, as the same may be amended, supplemented or modified from time to time.

(b)

Material Contracts means those contracts described in Schedule E.

(c)

Parties means the parties to this Agreement, which are the Optionor and the Optionee.

(d)

Property Those permits and cateos for uranium exploration and exploitation in the province of Chubut, Argentina, which permits and cateos are more particularly described in Schedule A together with all mining leases and all other mining interests derived from any such claims.

2.

Schedules

The following schedules are attached to and incorporated in this Agreement by reference and deemed to be part of this Agreement:

Schedule A

Description of Mineral Titles

Schedule B

Bank Accounts and Authorized Signatories

Schedule C

Constating Documents

Schedule D

Financial Statements of the Optionor

Schedule E

Material Contracts

Schedule F

Permits

Schedule G

Exercise Notice

3.

Option to Acquire Shares in Optionor

3.1

The Optionor, subject to the terms hereof and based on the representations and warranties contained herein, hereby grants to the Optionee the option (the Option) to acquire 499 shares of common stock of the Optionor (the Option Shares), which Option Shares shall upon issuance be fully paid and non-assessable and free from any and all liens and encumbrances, in exchange for either the Optionee paying to the Optionor US$70,300, or extinguishing the Debt owing from the Optionor to the Optionee.

3.2

The Parties acknowledge that if the Optionee decides to convert the Debt, then the exercise of the Option by the Optionee will extinguish the Debt owing from the Optionor to the Optionee.

3.3

The Parties acknowledge that the 499 Option Shares when issued to the Optionee upon exercise of the Option will represent 99.8% of the issued and outstanding shares of common stock of the Optionor.  

3.4

The Optionee may exercise the Option to acquire the Option Shares at any time up to the later of: (i) the time during which the Debt remains outstanding, or (ii) September __, 2010, or (iii) until such time as agreed to by the Parties in writing (the Option Period).  To exercise the Option to purchase, the Optionee shall tender to the Optionor a notice of exercise of the Option (the Exercise Notice) at the address of the Optionor listed above.

3.5

Upon receipt of the Exercise Notice by the Optionor, the Optionor shall deliver to the Optionee a share certificate or share certificates representing the Option Shares acquired, within ten business days of receiving the Exercise Notice, which is attached hereto as Schedule G.

3.6

The Optionee hereby acknowledges and agrees that the Option Shares shall be subject to any applicable resale or other restriction affecting the transfer of the Option Shares under the applicable securities laws of Argentina.

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