EXHIBIT 4.1 LETTER AGREEMENT DATED OCTOBER 1, 2002 MADE BETWEEN THE COMPANY AND IMA EXPLORATION INC. [LOGO] IMA EXPLORATION INC. October 1, 2002 Attention: Mr. Nikolaos Cacos, President XS Capital Corp. Suite 709 - 837 West Hastings Street Vancouver,...

                                  EXHIBIT 4.1

         LETTER AGREEMENT DATED OCTOBER 1, 2002 MADE BETWEEN THE COMPANY
                            AND IMA EXPLORATION INC.







[LOGO] IMA EXPLORATION INC.



October 1, 2002



Attention: Xx. Xxxxxxxx Xxxxx, President
XS Capital Corp.
Suite 709 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0

Re: Office Space

Dear Niko:

This letter is to confirm that IMA  Exploration  Inc.  will be charging rent for
the partial use of one office and the  partial use of the  boardroom,  reception
services and other common areas at a rate of $1,500.00 per month. For the use of
secretarial and bookkeeping services,  IMA will charge an additional $500.00 per
month.

This contract is effective October 1, 2002 and can be terminated by either party
giving 30 days notice.

Please indicate your acceptance by signing below.

Yours truly,
Per:
IMA EXPLORATION INC.

/s/ Xxxxxxx Xxx

Xxxxxxx Xxx, C.A.
Chief Financial Officer

I agree to the above-mentioned terms:

Per:
XS CAPITAL CORP.

/s/ Xxxxxxxx Xxxxx

Xxxxxxxx Xxxxx, M.I.M.
President


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          TERMINAL CITY CLUB TOWER, SUITE 000-000 XXXX XXXXXXXX XXXXXX
                         XXXXXXXXX, XX, XXXXXX X0X 0X0
        TEL: 000.000.0000 * FAX: 000.000.0000 * TOLL FREE: 800.901.0058
     XXX.XXXXXXXXXXXXXX.XXX * E-MAIL: XXXX@XXXXXXXXXXXXXX.XXX * TSX-V: IMR