Exhibit 10.1 






INDUSTRIAL
MINERALS, INC. 



SUBSCRIPTION AGREEMENT 



The shares of Industrial
Minerals, Inc. 



to be subscribed for
are to be purchased 



pursuant to available
exemptions 



under applicable
Securities Laws. 







Per Common Share: 



.............Price:
US$0.___........... 








Instructions 



The Subscriber must: 



          	 	1. 	
               Mark their initials in section 1.3 to note that they are an “accredited
               investor”. 


               



          	 	2. 	
               Sign the Execution Page of the SUBSCRIPTION AGREEMENT (page 6). 


               



          	 	3. 	
               Initial as appropriate and sign SCHEDULE 1, ACCREDITED INVESTOR CONFIRMATION. 


               



          	 	4. 	
               Return one fully signed and initialled original of the SUBSCRIPTION AGREEMENT
               and SCHEDULE 1,  ACCREDITED INVESTOR CONFIRMATION, to INDUSTRIAL
               MINERALS, INC., Attention: President. 


               











SUBSCRIPTION
AGREEMENT  



        This
Subscription Agreement is made as of the ___ day of ________, 2007 between
Industrial Minerals, Inc., a Delaware corporation having a business address at 2904
South Sheridan Way, Suite 100, Oakville, Ontario, L6J 7L7 (the “Company”) and
the undersigned subscriber, Mr. ___________, having an address at * (the
“Subscriber”). 



        The
Company is quoted on the NASDAQ OTCBB under the trading symbol
“IDSM.OB”. 



        The
Subscriber desires to acquire unregistered Common Shares of the Company. 



        NOW,
THEREFORE, for and in consideration of the promises and the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows: 



	1.  	Subscription
and Representations.  






1.1
          Subject to the terms and
conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to
acquire from the Company and the Company hereby agrees to issue and deliver to the
Subscriber * fully paid and nonassessable, restricted (with a Rule 144 legend) Common
Shares of the Company (hereinafter such fully paid and nonassessable unregistered Common
Shares of the Company are called the “Shares”) at a price of US$* per Share. The
Subscriber understands that the Shares have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”) by reason of a claimed
exemption under the provisions of the Act. The Subscriber tenders herewith the net
subscription price of US$* made payable to the Company as payment in full for the
subscription. 



        Forthwith
upon signing this Subscription Agreement the Company shall file a registration statement
with the SEC to, among other things, obtain sufficient registered Common Shares to
exchange for the restricted Shares set out herein, and shall apply its reasonable
resources and efforts to obtain SEC approval for the registration of such Common Shares.
Forthwith upon receipt of SEC approval of the registration statement for the registered
Common Shares the parties (or their respective authorized representatives) shall meet and
the Company shall exchange an equal number of registered Common Shares for the restricted
Shares issued to the Subscriber hereunder. 



1.2
          The Subscriber recognizes that
the acquisition of the Shares involves a high degree of risk and is suitable only for
persons of adequate financial means who have no need for liquidity in this investment in
that (i) they may not be able to liquidate their investment in the event of an emergency;
(ii) transferability is extremely limited; and (iii) they could sustain a complete loss of
their entire investment. The Subscriber represents that the Subscriber is competent to
understand and does understand the nature of the investment and is able to bear the
economic risk of this investment. 



page 2 of 6 











1.3
           The Subscriber shall initial the
space below and shall initial and sign Schedule 1, Accredited Investor Confirmation,
attached hereto: 



	____ 	The
Subscriber represents that he/she is an “accredited investor” as such term is
referred to in Schedule 1, Accredited Investor Confirmation, attached hereto.  






	____ 	The
Subscriber represents that he/she is not a resident of the United States. 






1.4
          The Subscriber acknowledges that
he/she has significant prior investment experience, including investment in non-listed and
non-registered securities, and that he/she recognizes the highly speculative nature of
this investment. 



1.5
          The Subscriber acknowledges that
he/she has been advised, as a prospective investor in connection with the Shares
subscribed for, to conduct his/her own review of the business, properties and affairs of
the Company before subscribing for the Shares. The Subscriber hereby represents that
he/she has been furnished with all information regarding the Company which Subscriber
desired to know and that he/she has been afforded the opportunity to conduct his/her own
due diligence and review concerning the Company and the terms and conditions of this
Agreement. 



1.6
          The Subscriber acknowledges and
agrees that the Company is relying on the Subscriber’s representations contained in
this Agreement in determining whether to accept this subscription. The Subscriber agrees
that the Company reserves the unrestricted right to reject or limit any subscription and
to close the offer at any time. 



1.7
          The Subscriber represents and
warrants that all representations made by the Subscriber hereunder are true and correct in
all material respects as of the date of execution hereof, and the Subscriber further
agrees that until the closing on the Shares subscribed for they shall inform the Company
immediately of any changes in any of the representations provided by the Subscriber
hereunder. 



	2.  	Company’s
Representations.  






2.1
          The Company represents and
warrants to the Subscriber that: (a) the authorized capital stock of the Company consists
of 200,000,000 shares of Common Stock, par value $0.001 per share, of which, as of August
15, 2007, 133,990,776 shares of Common Stock are outstanding; (b) all of the outstanding
shares of the Company’s Common Stock are duly and validly issued and outstanding and
are fully paid and non-assessable and free of preemptive rights; and (c) none of the
outstanding shares of the Company’s Common Stock has been issued in violation of any
preemptive rights of the current or past shareholders of the Company. 



	3.  	Taxes.  






page 3 of 6 












3.1
          Subscriber hereby agrees to be
responsible for all of his/her taxes arising out of this transaction, including any taxes
from the issuance of the common stock of the Company. If the Company has any obligation to
withhold taxes on behalf of Subscriber, Subscriber agrees to pay the taxes or indemnify
and reimburse the Company for any moneys paid on Subscriber’s behalf by the Company.
If Subscriber fails to pay the taxes owed or indemnify or reimburse the Company for any
liability resulting from such failure, the Company has the power to stop the transfer of
its common stock to Subscriber or to reclaim common stock of the Company from the
Subscriber to satisfy the tax liability. Subscriber hereby expressly appoints the
President of the Company or its successor as his attorney for purposes of enforcing this
provision, with full power of substitution in the premises. 



	4.  	Miscellaneous.  






4.1
          Any notice or other communication
given hereunder shall be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, addressed to the Company, and to the Subscriber
at his address indicated on the first page of this Agreement. Notices shall be deemed to
have been given on the date of mailing, except notices of change of address, which shall
be deemed to have been given when received. 



4.2
          This Agreement shall not be
changed, modified, or amended except by a writing signed by the parties to be charged, and
this Agreement may not be discharged except by performance in accordance with its terms or
by a writing signed by the party to be charged. The respective representations, warranties
and covenants of the parties set forth in this Agreement shall survive delivery of the
Shares contemplated hereunder. 



4.3
          This Agreement shall be binding
upon and inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the entire agreement
and understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every nature
among them. 



4.4
          This Agreement and its validity,
construction and performance shall be governed in all respects by the laws in force in the
State of Delaware, without giving effect to the choice of law rules thereof. 



4.5
          This Agreement may be executed in
counterparts. Upon the execution and delivery of this Agreement by the Subscriber, this
Agreement shall become a binding obligation of the Subscriber with respect to the purchase
of Shares as herein provided. 



	5.  	Provisions
for Non-U.S. Persons  






5.1
           The following
 representations and warranties of the Subscriber,  among other things,  pertain to U.S.
 securities  laws and the sale or  transfer  in the  United  States  of the  Shares.  The
 Subscriber represents and warrants to the Company as follows: 



page 4 of 6 












	 	
(a)
                                               The
Subscriber understands that prior to the registration of the Shares in the
                    U.S., such securities may not be offered or sold, directly or
indirectly, in the                     United States to or, or for the account or benefit
of, a “U.S. Person”                    (as defined in Rule 902 of Regulation S
promulgated under the Securities Act),                     which definition includes, but
is not limited to: (1) any natural person                     resident in the United
States, (2) any partnership or corporation organized                     under the laws
of the United States, (3) any estate or trust of which the                     executor
or administrator or trustee, respectively, is a U.S. person, (4) any
                    discretionary or non-discretionary account held by a dealer or
fiduciary for the                     benefit or account of a U.S. person and any
partnership or company organized or                     incorporated under the laws of a
foreign jurisdiction by a U.S. person                     principally for the purpose of
investing in securities not registered under the                     Securities Act (a
“U.S. Person”) until registered under the Securities                     Act
and the securities laws of all applicable states or unless an exemption from
                    such registration requirements is available. The Subscriber agrees
not to engage                     in any hedging transaction involving of the Shares.  






	 	
(b)
                                               The
Subscriber represents to the Company that he/she/it is not a U.S. Person,
                    as described above.  






	 	
(c)
                                               The
Subscriber understands that the Company may implement procedures to ensure
                    that the Shares may not be delivered within the United States other
than in                     offerings deemed to meet the definition of an “offshore
transaction”                    pursuant to Rule 902(h) of Regulation S promulgated
under the Securities Act or                     where an exemption from registration
under the Securities Act is available.  






	 	
(d)
                                               A
restrictive legend in substantially the following form shall be placed on
                    each certificate evidencing any of the Shares:  






	 	
The
shares represented by this Certificate have not been registered under the United States
Securities Act of 1933, as amended (the “Securities Act”) or under any
applicable state securities laws (the “State Laws”). The shares have been
acquired for investment purposes and may not be sold, transferred, pledged or otherwise
disposed of except in compliance with the registration requirements of the Securities Act
and applicable State Laws, or pursuant to applicable exemptions from such registration
requirements which may include sale through a Designated Offshore Securities Market.
Further, unless the shares represented by this Certificate have been registered under the
Securities Act, the sale, transfer, pledge or other disposition of these shares in the
United States is prohibited except in accordance with the provisions of Regulation S (Rule
901 through 905 and the Preliminary Notes) promulgated under the Securities Act.






	 	
Any
transfer of the Shares on the books and records of the Corporation will only be affected
in accordance with such legend.  






        In
witness whereof the parties have executed this Subscription 



page 5 of 6 













        Agreement
as of the day and year first written above. 

















		
	SUBSCRIBER: 



Mr. *: 

                                      





____________________________________ 
	



Industrial Minerals, Inc.

By:





_________________________________

Mr. David Wodar, President 








        	
                    



                    
                              
          
          
          
          
          
          


                    (
                    Name of Subscriber
                    – please
                    print)

                    

                    By:     
                    

          
          
          
          
          


                         (Authorized
                    Signature)

                    

                    
          
          
          
          
          
                    


                    (Official Capacity or
                    Title - please print)

                    

                    
          
          
          
          
          
          
          



                    (Please print name of
                    individual whose signature appears above if different than the name of the
                    subscriber printed above.)

                    

                    
          
          
          
          
          
                    


                    
                    (Subscriber’s
                    Address including Postal Code)

                    

                    
          
          
          
          
          
                    


                    

                               
          
          
          
          
          
          

                    (Telephone
                    Number)     
(Email Address)


                    
                    
          
          
          
          
          
                    


                    
                    (Social Insurance
                    Number or Tax Identification Number)

                     

                    

                	
                 	
                    
                    Number of
                    Shares:
                    
     
          
          
          

                
	
                 
	
                    
                    Aggregate
                    Subscription Amount: $
                         
          

                
	
                 
	
                    
                    Principal:


                    
                         
          
          
          
          
          
          


                    (Name of
                    Principal)

                    

                         
          
          
          
          
          
          


                    (Principal’s
                    Address including Postal Code)


                    
                         
          
          
          
          
          
          


                    (Telephone
                    Number)     (Email Address)

                     


                    
                         
          
          
          
          
          
          


                    (Social Insurance
                    Number or Tax Identification Number)

                
	
                 	
                 	
                 
	
                    
                    Register the
                    Shares as set forth below:

                    

                    
          
          
          
          
          
                    


                    (Name)

                    

                    
          
          
          
          
          
                    


                    (Account reference,
                    if applicable)

                    

                    
          
          
          
          
          
                    


                    (Address)

                    

                    
          
          
          
          
          
                    


                    (Address)

                    
          
          
          
          
          
                    

                	
                 	
                    
                    Deliver the
                    Shares as set forth below:

                    

                    
          
          
          
          
          
                    


                    (Name)

                    

                    
          
          
          
          
          
                    


                    (Account reference,
                    if applicable)

                    

                    
          
          
          
          
          
                    


                    (Contact Name)

                    

                    
          
          
          
          
          
                    


                    (Address)

                    
          
          
          
          
          
                    

                


        





Page 6 of 6