Exhibit 10.15 











Industrial Minerals Inc. 



2904 South Sheridan
Way, Suite 100, Oakville, On L6l 7L7 



equicom group inc.    Phone:
(905) 829-0220 
October 4, 2007    Fax: (905) 829-5220  



Strategic
Communications and Consulting Services Proposal 

















In this document, we
will outline at the services and contractual terms and provisions that will govern Equicom’s
proposed              relationship with Industrial Minerals Inc. 




	1.0  	About
The Equicom Group Inc.  






	 	
The
Equicom Group Inc. (“Equicom” or “EGI”), a wholly-owned subsidiary of
TSX Group Inc., is Canada’s leading provider of investor relations and strategic
corporate communications. We have been working with Canadian public issuers to build
their profiles within the investment community since 1996. 








	 	
Headquartered
in Toronto, and with offices in Montreal and Calgary, Equicom’s core competency is
the development and execution of tailored, strategic investor communication programs. Our
proven approach is straightforward—by thoroughly understanding our clients’ businesses
and by leveraging our expertise and knowledge of “the street”, we are able to
match our clients’ messages to the expectations of their intended audiences.  






	 	
Equicom’s
team of more than 60 professionals provides strategic communications services to more
than 100 public companies. Our extensive client base includes micro to large cap issuers
from a diverse cross-section of businesses listed on the TSX, the TSX Venture Exchange,
NASDAQ Amex, and AIM. 






	2.0  	Understanding
of the Requirements  






	 	
Industrial
Minerals Inc (“IMI” or “the Company’) is at an important crossroad in
its corporate development. The Company well down the road to putting the Bissett Creek
graphite deposit into production. Moreover, management intends to become a fully
integrated leading producer of large flake crystalline graphite by building an upgrader
facility near Toronto. 






	 	
As
part of its ambitious strategic plan, IMI has removed former management and is
recapitalizing the Company. Currently listed on the OTCBB, IMI is likely to list on a
major Canadian exchange in the Spring of 2008 while concurrently raising funds to support
its growth plans. 














	 	
In
spite of this intriguing strategy and strong progress, IMI is relatively unknown in the
Canadian investment community. The Company is not covered by analysts and its retail
audience is largely composed of U.S. citizens. Equicom believes that in the lead up to
listing in Canada and in the “after market” following the event, IMI must more
widely disseminate its story within the investment community. It is critical that IMI
clearly articulate the well defined and unique long-term strategy for bringing its
principal asset to value. Successful achievement of this strategy will assist the Company
in its efforts to establish credibility in the eyes of the investment community. Strong
management credibility can result in a higher valuation relative to peers – as the
investment community attributes greater value to the likelihood of strategic growth
initiatives being successfully implemented. 






	 	
Equicom
recommends a program that begins with the immediate task of auditing and adjusting, if
necessary, IMI’s communications tools to ensure a consistent and compelling market
message populates the Company’s materials. 






	 	
Once
this task is completed, Equicom will introduce IMI to targeted contacts in the investment
community with a specific focus on investment advisors, research analysts, and fund
managers. In the context of a longer term IR strategy, Equicom will work with management
to develop and identify key objectives for IMI’s program and tactics for achieving
those objectives. The program outlined in this proposal will aim to deliver an effective,
well-crafted message and will then seek to build awareness and understanding of that
message.  






	 	
In
conjunction with the execution of its IR strategy, senior management must focus on the
ongoing management of the business and delivering on the corporate objectives established
in its market message. The investor relations programs developed by Equicom have been
constructed to relieve senior management of many of the burdens associated with being a
public company.  














	 	
As
Equicom believes that an effective investor relations program is best implemented in the
context of an ongoing relationship between the provider of IR services and the client
company, we propose a retainer-based relationship, In this document, we outline all the
services that are included in such a relationship.  







	3.0  	Summary
of Proposed Equicom Services  






	 	
Services
to be provided over the course of any             12-month period in conjunction with IR
strategy: 






	 	
Strategic.  






	 	•  	Define
communication objectives 





	 	•  	Market
messaging 





	 	•  	Ongoing
capital markets counsel 





	 	•  	Interaction
with investment community 





	 	•  	Virtual
IR department 







	 	
Proactive.  






	 	• 	Coordinate
investor presentations - Quarterly road shows 





	 	• 	Retail
broker relations 





	 	• 	Provide
market feedback 






	 	
Action
Items Deliverables:  






	 	• 	IR
strategy 





	 	• 	Draft,
edit, or advise on material news releases 





	 	• 	Manage
all corporate regulatory filings (SEDAR/EDGAR) 





	 	• 	Content
for investor presentations 





	 	• 	Content
for corporate fact sheet 





	 	• 	IR
webpage audit 





	 	• 	Organize,
script, and rehearse conference calls 





	 	• 	Consult
on financial reporting materials 





	 	• 	Content
for investor packages 





	 	• 	Maintain
and update databases 





	 	• 	Disseminate
news releases 





	 	• 	Provide
support for AGM 





	 	• 	Coordinate
basic media relations - news event driven 





	 	• 	Respond
to shareholder inquiries 


















	4.0 	Equicom’s
Role  






	 	
THE
DESIGN AND DIRECTION OF AN IR STRATEGY 
Equicom will build on the strengths of IMI’s
existing communications program, supplementing the Company’s efforts to date.
Working closely with management, Equicom will develop a comprehensive strategy that will
provide direction for the execution of an annual IR program. This program will have
clearly defined objectives and tactics that will allow both parties to measure the
continued success of the plan. The final strategy will include a detailed calendar so
that management understands their expected time commitment necessary for the execution of
the IR program. As part of the program Equicom will: 






	 4.1  	DEFINE
THE MARKET MESSAGE  






	 	
A
market message forms the basis of any IR strategy. Once properly defined, the market
message is used in a consistent manner in a variety of tools (i.e. press releases, fact
sheets, presentations and in the media) to convey an accurate and compelling story.
Together with management, Equicom will define a market message that clearly identifies IMI’s
market position and potential. In conjunction with management, Equicom will clearly
articulate expected milestones for the next twelve-month period. Executed properly, this
approach will aid in building management credibility with “the street”. 






	 4.2  	IR
MATERIALS AND CONTENT  






	 	        4.2.1  	News
Releases: 






	 	
Equicom
will draft, edit or advise on all material news releases as required. As an Equicom
client, IMI wilt, unless otherwise agreed upon, disseminate all news releases via the
Equicom Disclosure Network (“EDN”), an Equicom/CNW Group partnership, which
provides Equicom clients with significant discounts on newswire services (see Appendix
‘A’).  






	 	        4.2.1.1  	SEDAR
EDGAR Filings: 






	 	
Equicom
will seamlessly handle all routine SEDAR and EDGAR filings. This service is provided at
discounted rates through the Equicom/CNW Group partnership (see Appendix ‘A’). 














	 	        4.2.2  	Investor
Presentations: 






	 	
Equicom
will provide content for the Company’s electronic (PowerPoint) investor
presentation. Textual changes to reflect updates and material changes will be added to
the presentation as warranted by corporate developments. Full presentation design
services are available from Equicom at additional cost and are described in section 7.1
of this proposal.  






	 	        4.2.3  	Fact
Sheet 






	 	
Equicom
will provide content for the Company’s corporate fact sheet and update it quarterly.
Full fact sheet design services are available from Equicom at additional cost and are
described in section 7.1 of this proposal.  






	 	        4.2.4  	Website
Content: 






	 	
Equicom
will conduct an audit of IMI’s website to ensure best practice and will, on an
ongoing basis, consult on its content to ensure the investor information is accurate and
comprehensive.  






	 	     4.2.5  	Conference
Calls: 






	 	
When
required, Equicom will, on a timely basis, organize conference calls on behalf of IMI. A
script will be provided for all conference calls, including quarterly/annual results and
special announcements. Equicom will assist with all preparation including rehearsal, if
necessary, and potential questions from the investment community.  






	 	       4.2.6  	Annual
Quarterly Reports: 






	 	
Equicom
will be available to consult on the design and content of all financial reporting
materials. Full annual report design services are available from Equicom at additional
cost and are described in section 7.1 of this proposal.  






	 	       4.2.7  	Investor
Package: 






	 	
Equicom
will consult on the contents of a comprehensive investor package and disseminate copies
to interested investors upon request.  














	 4.3  	COORDINATE
INVESTOR PRESENTATIONS  






	 	
In
an effort to increase the Company’s exposure, Equicom will develop a presentation
strategy and, subject to market conditions, will organize meetings with members of the
professional investment community (i.e. Analysts, Institutions, Brokers, and Corporate
Finance). Together with management, Equicom will identify three specific days each
quarter to execute a formal roadshow. In this manner, the CEO and CFO are able to make
the most efficient use of their time and provide frequent and ready access to the
professional investment community.  






	 	
Equicom
will update IMI’s database following introductions and will actively seek to build
out the contact list.  






	 4.4  	RETAIL
BROKER RELATIONS  






	 	
Equicom’s
broker relations unit serves to support Equicom’s investor relations services
through increased communications with the retail brokerage community. Through this
service, Equicom is in contact with more than 6,000 brokers across the country and
provides these professionals with objective information on Equicom clients while
utilizing this same channel to receive important feedback on how Equicom clients are
perceived by the investment community.  






	 	
Additional
components of this service include the booking of roadshows and ‘On the Radar’,
a TSX Group and Equicom co-branded program hosting monthly luncheons in the financial
districts of Toronto, Montreal, Calgary, and Vancouver. In this setting, public companies
are given the opportunity to present their growth and business strategies to a wide
audience in the professional investment community in an efficient and captive
environment. Equicom clients are provided the opportunity to present at these forums at a
discounted rate.  






	 	
To
support this important activity, the broker relations unit distributes a monthly
newsletter. Its content includes a market pulse, updates on previous Equicom clients who
have presented in the ‘On the Radar, program, as well as information on upcoming
events and recent earnings. Following each ‘On the Radar presentation, IMI will be
featured in the newsletter once significant news flow has been delivered. This newsletter
is distributed to all retail brokers in the Equicom database.  






	 4.5  	PROVIDE
MARKET FEEDBACK  






	 	
It
is important that the Management and Board of IMI continue to receive investment
community feedback to better understand the perceptions and expectations of existing and
potential investors. Equicom is in constant contact with the investment community and
will provide regular feedback regarding market perceptions, expectations, frequent
questions and concerns. This feedback will then be used to augment elements of the IR
program to ensure that its key objectives are being achieved in the most effective manner
possible.  














	 4.6  	ANNUAL
GENERAL MEETING (AGM)  






	 	
Equicom
will provide planning and logistical support for all elements of the AGM, including
location selection, rehearsal of key speakers if required, presentation scripting, and
potential questions from the investment community. Equicom will also consult on and
develop content for IMI’s AGM Investor Presentation.  






	4.7  	COORDINATE
BASIC MEDIA RELATIONS  






	 	
Equicom
will assist in arranging financial media interviews where appropriate and as news
dictates. Equicom has strong relationships with all major national media outlets,
including the National Post, the Globe and Mail, BNN (formerly ROBtv), CTV Business
Newsnet, CBC Newsworld, Canadian Press, Reuters, and Bloomberg. In addition,
relationships have been established with French and English media outlets in the province
of Quebec. Equicom will organize and/or coordinate any events that support the overall
objectives of the IR program.  






	4.8  	RESPOND
TO SHAREHOLDER INQUIRIES  






	 	
Equicom
can field shareholder inquiries by phone and e-mail. This service will provide
shareholders with a professional, patient, and well-informed individual that can answer
questions quickly and effectively. In addition, Equicom’s personnel are experienced
in working with the levels of inquiry that come from professional investors and are
therefore comfortable in responding to questions of a complex, strategic, and financial
nature.  






	4.9  	OTHER
SERVICES  






	 	
Equicom
will assume the administrative duties of a company’s IR department. As such, we will
dramatically reduce the burden of being a public company by (see Appendix ‘A’):  






	 	•  	disseminating
press releases; and 





	 	•  	maintaining
and updating dissemination databases. 






	 	
strategic
communications and consulting services proposal I Industrial Minerals Inc.  






	5.0  	Process  






	 	
Equicom
will allocate an account manager to IMI who will be responsible for the daily management
of the relationship with Equicom. This account manager will be your central contact at
Equicom and will be generally responsible for ensuring objectives are achieved. To ensure
maximum efficiency, IMI shall also designate a representative from whom Equicom shall
obtain information, directives and guidance.  














	 	
Equicom
will regularly report to the management of IMI outlining Equicom’s activities,
market feedback, upcoming events, recommendations, and adjustments to the program.
Throughout the term of the contract, Equicom will require regular updating from
management regarding the activities of the corporation, merger and acquisition
intentions, strategic alliance initiatives, the marketplace, product and service
offerings, and similar emerging matters. This will ensure Equicom is continuing to manage
reasonable expectations as well as disseminating accurate information.  






	6.0  	Compensation
and Conditions  






	 	
In
consideration for Equicom’s provision of services, the Company shall compensate
Equicom, as follows:  













		
	
           
     Annual Work Fee:                   



           
     Payable in monthly installments of:
	
584,000 - G.S.T.



 57,000 + G.S.T.







	 	
in
advance, on the first day of     every calendar month onwards 






	 	
The
above quote will expire 30 days following receipt of this     proposal. 






	 	
A
full description of the goods and services included and     excluded from the Work Fee
are included in Appendix 'B' to     this proposal. 






	 	
Special
 projects  such as the graphic  design and  printing of     disclosure  materials
  (quarterly/annual   reports,   investor     folders and similar materials)  investor
packages and new media     services  are  described  in section  7.0 below and quoted on
a     project basis. 






	7.0  	Additional
Services  






	 	
The
Equicom Group also provides a suite of services that     complement our core IR retainer.
Equicom would be pleased to     provide detailed descriptions and quotes for these
    project-based and ongoing services. 






	7.1  	MARKETING
SERVICES  






	 	
Turnkey
marketing, design and printing services for a complete     range of print and visual
materials, including annual reports,     brochures, investor presentations, signage, and
corporate     logos are available: 














	 	
        
        -
   Equicom's    creative    services     department    specializes   in   the   design
  of   PowerPoint     presentations  that  can be used  for a  variety  of  corporate
    purposes  including  investor  meetings,  annual meetings,  and     special
announcements.  By pairing the strategic writing of our     account  executives  with
 the  design  work  of  our  creative     services  team,  Equicom can produce a
customized  presentation     that  is  concise,   impact-ful   and  matches  your
 corporate     identity. 







	 	
        
        Fact
 Sheet  -  Equicom   can  also  design  a  one-page     (double-sided)  corporate fact
sheet that clearly sets out your     company's  key business  and  investment  drivers.
 These short     documents  are  extremely  useful  in  assisting   professional
    investors with limited time in making an initial  assessment on     your  company.
 Special  fact  sheets can also be  prepared  to     provide background  information on
strategic milestones such as     META  activity.  These  documents  can also be  posted
 to your     website and made available in PDF format. 







	 	•  	The
fee for a basic two-page fact sheet is 51,500 






	 	
Annual
 Reports - Equicom  has a full  service  turnkey  design     studio which  effectively
 marries strong  strategic  messaging     with visual support.  The annual report team
believes in making     every  report  precise  and  memorable.  Their  work  has  been
    recognized  with a number of  industry  awards.  Annual  report     design projects
are quoted on a project basis. 






	 7.2  	CORPORATE
SECRETARIAL SERVICES  






	 	
Equicom
provides support for Board of Directors' matters,     guidance through the securities
regulatory framework, and the     management of many other governance services such as: 








	 	•  	Corporate
Secretarial Support 






	 	•  	Stock
Option Administration 





	 	•  	Corporate
Governance Guidance 





	 	•  	SEDI
and Other Regulatory Filings 





	 	•  	Whistleblower
Hotline Guidance 
















	 7.3  	NEW
MEDIA SERVICES  






	 	
Website
design and development – Equicom Creative Services capabilities include designing
and developing websites based on best practices for investor websites. We take a
user-centric approach to developing websites that address the communication needs of the
investor audience, convert and retain shareholders and reduce the reliance on printed
material while providing full disclosure. We develop content management systems that
provide easy, simple to use tools that allow you to update your website instantaneously
without needing a website developer. The internet is the hub of corporate communications,
we provide strategic design and development, hosting and content management systems. 






	 	
Internet
Broadcasting – Equicom New Media Services offers a comprehensive suite of Internet
broadcasting services that bring the impact and effectiveness of a live presentation to
the rigid requirements of continuous disclosure. Equicom New Media Services can broadcast
conference calls, material announcements and corporate presentations over the Internet—as
they happen to a wide audience of shareholders, investment professionals, and other
interested parties. In addition, these events can be archived for repeated viewing. All
Internet broadcasting services are available on a turnkey basis, meaning Equicom will
take care of the message and the medium. 






	 	
Equicom
would be pleased to enter into and be bound by a service contract with the Company on the
terms and conditions outlined herein, including in the foregoing proposal (hereinafter
referred to as the “Proposal”) as well as in Appendices ‘A’ and ‘B’ and
sections 1 through 19 of Schedule ‘A’ hereto (hereinafter referred to,
collectively, together with the Proposal as the “Agreement”). To signify your
agreement and acceptance of the Agreement and all of the terms and conditions thereof,
please sign in the space provided below and return it via facsimile to 416-815-0080
-attention Cameron Davies, whereupon the Agreement will take effect and be legally
binding upon and enforceable against each of Equicom and the Company.  














DATED at Toronto this 17” day of
September, 2007. 









THE EQUICOM GROUP INC. 



per /s/Cameron Davies  



Cameron Davies, Director
Business Development 



INDUSTRIAL MINERALS, INC. 



per /s/ David J. Wodar  



President & CEO 




















Appendix ‘A’ 



News Dissemination and
Communications Services 



	 	
News
Dissemination Services. 






	 	
Equicom
shall provide news release distribution in Canada and, if needed, the United States and
globally. Through a partnership with CNW Group (“CNW”), Equicom has developed
the Equicom Disclosure Network (“EDN”). The EDN is a customized news
distribution channel that exceeds all regulatory requirements for news dissemination and
is designed specifically to elevate the profile of Canadian public issuers both within
the media and financial community, including a profile on CNX Marketlink. The Company may
elect to utilize CNW’s “Canadian Disclosure Network” for news
dissemination. 






	 	
SEDAR
EDGAR Filing: 






	 	
Equicom
shall provide SEDAR and EDGAR filing services for all documents produced by Equicom as
well as such other documents that the Company may direct. 






	 	
Conference
Calls and Webcasting:  






	 	
Equicom
shall organize and provide all technical services related to the conference calls
announcing quarterly/annual results and material events. Equicom shall also provide audio
Webcasting services of each such calls. Additional Webcasting options and solutions are
available upon request. 






	 	
Pricing
and billing for all News Dissemination and Communications Services shall be in accordance
with the pricing schedule included with this Addendum. 















ROUP INC. - CNW CLIENT
RATE SHEET (effective April 1, 2007) 



        	
                    
                    Service     
                    1C I ent Rate

                
	
                    
                    Press Releases -

                
	
                    
                    Newswire - Canada

                	
                    
                    EON (Equicom
                    Disclosure
                    Network) - English

                	
                    
                    560)100 words
                    (repeat
                    rate
                    $154100 words)

                
	
                    
                    EDN (Equlcom Disclosure Network)
                    - French

                	
                    
                    5201100
                    words
                    (repeat
                    rate $5.001100
                    words)

                
	
                    
                    Canadian Disclosure Network -
                    English

                	
                    
                    575/100 words (repeat rate
                    S18.751100 words


                    
                    524)100 words (repeat rate 55
                    00/100 words)

                
	
                 	
                    
                    Canadian Di closure Network •
                    French

                	
                 
	
                    
                    Custom Disclosure Network -
                    English

                	
                    
                    S47 50/103 words (repeat rate
                    511.88/100 words)

                
	
                 	
                    
                    Canadian Mining Network

                	
                    
                    5125/100 words (repeat rate
                    531.25/100 words)

                
	
                 	
                    
                    Canadian
                    Mining
                    . Trade
                    Publications

                	
                    
                    510 per
                    page     ___.

                
	
                    
                    Canadian Biotechnology
                    Publications

                	
                    
                    5160 per page

                
	
                    
                    Canadian Advertising &
                    Marketing Publications

                	
                    
                    02.50 per page

                
	
                    
                    Repeat Press Release Rates
                    (re-release)

                	
                    
                    75% off the original Cl
                    i
                    ent Rate for Canadian newswires only

                
	
                    
                    Newswire -
                    US

                
	
                    
                    R,V =
                    In-resters


                    
                    Research Wire to
                    analysts

                	
                    
                    Metro
                    New
                    York plus IRW and
                    Trades

                	
                    
                    5265'400 words, 557.50 each
                    additional 100 words

                
	
                    
                    US
                    1
                    National Network plus IRW and
                    Trades

                	
                    
                    $575/400 words, 5123 each
                    additional 100 words

                
	
                    
                    US Top Tech Markets
                    plus
                    IRW

                	
                    
                    5425/400 words 570 each additional
                    100 words

                
	
                    
                    US Top
                    Health/Biotech
                    Markets plus IRW

                	
                    
                    51851400 words. 5107
                    each
                    additional 100 words

                
	
                    
                    US Top
                    Energy
                    Markets Plus IRW

                	
                    
                    5485/400 words. $107 each
                    additional 100 words

                
	
                    
                    US Top Financial Services Phis
                    IRW

                	
                    
                    54851400 words. 5107 each
                    additional 100 words

                
	
                    
                    US
                    Too
                    Metals Markets plus IRW

                	
                    
                    $485/400 words. S107 each
                    additional 100 words

                
	
                    
                    Newswire - UK and
                    Europe

                
	
                 	
                    
                    London Metro Network

                	
                    
                    $2101400 words
                    552 each
                    additional 100 words

                
	
                    
                    UK Hgh
                    Tech Newswire Network

                	
                    
                    5350/400 words. 590 each
                    additional 100 words

                
	
                    
                    UK Medical/Healthcare
                    Network

                	
                    
                    5350/400 words, 590 each addrhonal
                    100 words

                
	
                    
                    UK IRW Network

                	
                    
                    5155/400 words. $42.50 each additional 100
                    words

                
	
                    
                    European
                    Disclosure
                    Network (financial &
                    media)

                	
                    
                    51,1251400 words
                    5280
                    each additional 100
                    words

                
	
                    
                    Basic
                    _ Europe Network

                	
                    
                    51.2251400 words. 5300 each
                    additional 100 words

                
	
                    
                    Budget Europe Network

                	
                    
                    5665/400 words. 5160 each
                    additional 100 words

                
	
                    
                    Top Europe Market
                    Networks

                	
                    
                    513251400 words. 5208 each
                    additional 100 worts

                
	
                    
                    European
                    Huh Tech
                    Network

                	
                    
                    52
                    Ci
                    43/ 400 words 5512 each additional 100
                    words

                
	
                    
                    Other
                    Newswires     ....,

                
	
                 	
                    
                    Poland Net..: •

                	
                 
	
                    
                    Scandinavia
                         : '. ' -
                    r'     '
                    7."     " , "
                    ,     _

                	
                    
                    :_:     ':     
                    400
                    wordS. : "
                    .
                    E     : .'. '     - - - ' -
                    - e. 1130
                    woiris

                
	
                    
                    Newswire -
                    Asia

                
	
                 	
                    
                    Essential
                    Asia     $1,801/ 400
                    words, $454 each additional 100
                    words

                
	
                    
                    Asia General
                    Nei.
                    :


                    
                    Asia High Tech

                	
                    
                    51.525/ 400
                    words.
                    $377
                    each additional 100
                    words

                
	
                 	
                    
                    51791/ 400 words. 5655 each
                    additional 100 words

                
	
                    
                    Newswire - Middle
                    East

                
	
                 	
                    
                    Full Middle
                    Eas

                	
                    
                    51,4141400 words. 5353
                    each
                    additional 100 words

                
	
                    
                    Middle East excluding
                    Israel

                	
                    
                    5885,400 words. $222 each
                    additional 100 words

                
	
                    
                    News
                    y
                    ., re
                    -Global

                
	
                 	
                    
                    World General -
                    Canada,
                    us, Loki
                    America, 16
                    European. 9
                    dam,

                	
                    
                    14,685)
                    400 words, $1,154
                    each additional 100
                    words

                
	
                    
                    Global
                    MedicaVHcaltricare

                	
                    
                    55.5527 400
                    wools, $1,449 each additional 100
                    words

                
	
                    
                    pricing for additional aka Malaita ere available
                    upon request

                	
                    
                    'Dislobutiou point, of
                    all 54e
                    networks am
                    available upon request

                
	
                    
                    Photo / URL
                    Link

                	
                    
                    CNW
                    Photo Distribution
                    Network -
                    Eng
                    National -1
                    photo

                	
                    
                    $32512 photos -
                    $475)

                
	
                    
                    URL
                    Broadcast Link

                	
                    
                    5250

                
	
                    
                    Translation     7,-iW

                
	
                 	
                    
                    Wire
                    Translation - English to French
                    (M-F, 8 am
                    - 8 pm))

                	
                    
                    50.30Iword

                
	
                    
                    Wire Translation - English to
                    French Rush/Off Hours

                	
                    
                    50.35/word

                
	
                    
                    ktn,murr Translation
                    Charge

                	
                    
                    570 per release

                
	
                 	
                    
                    SEDA 1Filing -
                    C
                    !
                    n,
                    ad
                    aLi|X|
                    I.'w-*:


                    
                    ----1,'•-,'''7-V-----',=     —=--:,'


                    
                    Press
                    Release Filing - wire
                    version,
                    Eng/Fre

                	
                    
                    _     
                    _     . .


                    
                    540

                
	
                    
                    Press
                    Release Filing - client branded,
                    EngIFre (In
                    PDF)

                	
                    
                    $70

                
	
                    
                    Non-release Docs -
                    ie
                    AIF.
                    Pron,
                    Materials. CEO/CFO Cons
                    etc.

                	
                    
                    S70


                    
                    37 00/commisuen

                
	
                 	
                    
                    EDI     Electronic
                    Data Interchange Charge

                
	
                 	
                    
                    Annual Seder
                    Piling
                    Fees pad
                    10
                    provincial commissions

                	
                    
                    Pad
                    by Ciebila
                    CNW ater annoel
                    tang
                    •
                    CNW broads to
                    corentsaina

                
	
                 	
                    
                    Issuer
                    Seder Filing Calendars and
                    Profiles

                	
                    
                    included in
                    retainer
                    for
                    Eiatileom
                    clients

                
	
                    
                    Conversion
                    Charges


                    
                    to PDF for
                    Seder
                    Filing

                	
                    
                    1 to 5 pages

                	
                    
                    818
                    (included in retainer when done by
                    Equicom)

                
	
                    
                    6 to 25 pages

                	
                    
                    S56
                    (included in retainer when
                    done by
                    Equicom)

                
	
                    
                    25 to 50 pages

                	
                    
                    5115 (included
                    in retainer
                    when
                    dare_
                    by
                    Equico•t

                
	
                    
                    51 to 100 pages

                	
                    
                    5175 (included
                    in retainer when done C• Er.      -r

                
	
                    
                    Edgar Filing -
                    US     at:
                    =     
                    _--
                    i-     
                    :in-s:
                    Z'
                    ;     '

                
	
                 	
                    
                    Edgar F ling
                    54 6K,
                    2:0••F
                    40-
                    F - per
                    filing

                	
                    
                    $150

                
	
                    
                    Evgar wire
                    - press releases
                    only

                	
                    
                    5175 plus 525 per page

                
	
                    
                    issuer
                    Edgar
                    Filing
                    Calendars
                    and Profiles

                	
                    
                    included
                    In retainer for Equlcorn
                    clients

                
	
                    
                    C
                    onversion
                    Charges


                    
                    to
                    HTML
                    for Edgar
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                    Standard (Word to HTML or PDF to
                    Word)

                	
                    
                    522/page

                
	
                    
                    ad.aaced
                    (Ware
                    to
                    advanced
                    HTML)

                	
                    
                    535!pade

                
	
                    
                    Revisions
                    to HTML file (minor revisions
                    free

                	
                    
                    5221page

                
	
                    
                    Inserting Graphics (first graphic
                    free)

                	
                    
                    522rgraphic

                
	
                    
                    UK-LSE
                    Disclose     UK     --...-_-.


                    
                    -     
                    si,-,,i--,

                
	
                 	
                    
                    UK
                    Regulatory Disclosure - Per
                    Release     
                    5225

                
	
                    
                    Per
                    Form     550

                


        



	 	
strategic
communications and consulting services proposal I Industrial Minerals Inc, UICOM GROUP
INC - CNW CLIENT RATE SHEEET (effective April 1, 2007) 





















        	
                    
                    Service     Client
                    Rate

                
	
                    
                    Conference Call

                
	
                 	
                    
                    Live Local Call

                	
                    
                    50 21/minute/tine

                
	
                    
                    Live Toll Free

                	
                    
                    V0.30iminutelline

                
	
                 	
                    
                    Replay Local Service
                    (min)

                	
                    
                    50.17irninutertine     
                    •--


                    
                    SO 271Minutertine

                
	
                    
                    Replay Toll-free
                    Sennce(
                    nun)

                
	
                    
                    TranscmptiOn (48 hours)

                	
                    
                    $6.50'Pale

                
	
                    
                    Transcripton i'24
                    hours)

                	
                    
                    $10.50'pege

                
	
                    
                    •


                    
                    Transcriphon i
                    Real-time)

                	
                    
                    515.50/page

                
	
                    
                    Reservations Automated
                    Services


                    
                    416

                    800

                	
                    
                    $012


                    
                    30.20

                
	
                    
                    CD Recording

                	
                    
                    520 each

                
	
                    
                    Tape Recording

                	
                    
                    -


                    
                    S7 50 each

                
	
                    
                    Participant Lest

                	
                    
                    52.66Ipage

                
	
                    
                    Instant Replay Participant
                    l_st

                	
                    
                    5266,page     -

                
	
                    
                    Toll-tree Services (mm)

                	
                    
                    30.20

                
	
                    
                    Unused fee per hne
                    (if
                    greater than 99 lines)

                	
                    
                    56
                    SOffine

                
	
                    
                    Communication Line (not
                    recommended)

                	
                    
                    $75

                
	
                    
                    Conference Director - laptop
                    poUing(wfout chat)

                	
                    
                    375

                
	
                    
                    Conference Dvector - laptop
                    polling (with
                    chat;

                	
                    
                    $140

                
	
                    
                    Webcast

                
	
                 	
                    
                    Silver (includes registrabon lest) - CNW
                    brandec     
                    5600

                
	
                    
                    SC
                    rn,we
                    sngie AUDIO
                    stream
                    ON?'
                    :
                    tannic.,
                    1,4,7
                    a
                    P
                    a
                    f ar AND,OR Sea:
                    Pais- Co-Po-ate Loco we, enk to your Weoute


                    
                    One photo el key speaker.
                    Event riescinpucc
                    and
                    oorpora:e profile. Regestretan of
                    wet.ast aeendees.


                    
                    Vexer Stahsfics
                    Mermen,. 200
                    simultaneous five
                    Itstene,s, Unerneed archive
                    ,snenen
                    s 265 day am.hve

                
	
                    
                    Gold (includes registration
                    list)—CNW
                    branded     
                    151,000

                
	
                    
                    S'n
                    , er C!..,5
                    viewer
                    dnven slides 60 minute
                    stream

                
	
                    
                    Premium
                    (includes remstrabon list) -
                    Crient
                    branded     
                    151,400

                
	
                    
                    60-90 no vain s
                    rge
                    AJ:
                    : t--es-' Fwd Luck
                    n
                    ',g Strn Ack     08A
                    chat
                    Ten-a-fnend e-mail link 1 000
                    siri-..ha-e:us live Irsterets

                
	
                    
                    Premium Plus -
                    USE FOR
                    VIRTUAL ROADSHOWS S
                    AGM's     152,400

                
	
                    
                    Prem,um even: in,luces
                    presenter
                    doer
                    . 5
                    ue
                    .
                    ....
                    EA,:     i•
                    ,,g
                    Sur
                    ....r.     ,e-g sn'atIon Itst. Q8A chat
                    firer::
                    a--e— l
                    00:
                    I ste-ets

                
	
                    
                    Platirnen
                    Video
                    (LIVE,     156.700

                
	
                    
                    60 m. me snote VIDEO sr-
                    ear
                    r
                    56.
                    t. 5150K embec,,,
                    . -deo
                    ye—.:=n .
                    -c,,e
                    •
                    :r
                    p
                    • esenter dovien
                    sfinn;


                    
                    Fibre-optic
                    cabling. cameras etc. at venue
                    required to
                    stream
                    video - will
                    have extra
                    costs.

                
	
                    
                    Platinum Video
                    (ARCHIVED)     154.100

                
	
                    
                    60 minute single posting
                    al
                    archived
                    VIDEO
                    stream embedded rodeo window and
                    slide show winder,

                
	
                 
	
                    
                    Other sobcast
                    services

                
	
                    
                    Indexing (tor events over
                    90
                    min)

                	
                    
                    5200 for the first
                    6 chapters. 550 for each
                    adchbora :-:,
                    ,..•

                
	
                    
                    Extra
                    StteamIng -
                    Silver. Gold beyond 60
                    min

                	
                    
                    5125 /or ea 30 mm beyond 60 min
                    included in the weticast

                
	
                    
                    Extra Streaming - Prem. Preen
                    Pius beyond 90
                    min

                	
                    
                    5250
                    for ea 30 mm beyond 90 min
                    included in the Webcast

                
	
                    
                    CD Copy -
                    Webcast
                    (Sever and
                    Gold)

                	
                    
                    5165

                
	
                    
                    CD Copy - Webcast (Premium.
                    Premium Plus and Platinum)

                	
                    
                    5290

                
	
                    
                    Podcast

                
	
                 	
                    
                    Silver and Gold Webcast with an
                    additional Podcast

                	
                    
                    $270

                
	
                    
                    Premium and above Webcast with an
                    additional Podcast

                	
                    
                    536:


                    
                    545;

                
	
                 	
                    
                    Podcast enthout a
                    Webcast

                
	
                    
                    hlechaVantegeiMedieMonitradela     :
                    -
                    _

                
	
                 	
                    
                    Media pick-up
                    per
                    client press
                    release

                	
                    
                    5150 per report
                    per day

                
	
                    
                    Transcripts on DVDICD-ROM of TV
                    Interviews

                	
                    
                    $50rtrartscript.
                    STSWIXCD-ROM

                
	
                    
                    General Equicom Client Media
                    Monitonng

                	
                    
                    Media Morktonng - quoted on a case
                    cy case basis for each client

                
	
                    
                    Industry/Competition
                    Report

                	
                    
                    rodustryrCompetition Rayon -
                    quoted on a case by case basis

                
	
                    
                    TSX NEW Listing Cer

                	
                 
	
                 	
                    
                    TSX New Listing -
                    webcastrpodcast

                	
                    
                    , ...,


                    
                    et s
                    ::-     0 - ..
                    ::sa•
                    s'     
                    :c
                    prcf•
                    s

                
	
                    
                    Posting on tsx.com websrte. 10 min
                    pre-recorded audio file     - •

                
	
                    
                    Microsite     ,-?)XiZ..,:sf-Ft,;•.-1:--.:-
                    . ,
                    =T,..-.,---.2--=1.,r,--,=     :,k-_____:

                
	
                    
                    Er
                    .:Ucom Client
                    Website • CifiN releases posted
                    reixi-tine via
                    ink      5875,year
                    c, er
                    t

                
	
                    
                    XML
                    Data Feeds for Client
                    Website     ---1.--.7-;•--,7.1,
                    -7     .     -_-Mi

                
	
                 	
                    
                    XML Data Bundle (releases, stock
                    quotes, e-mail
                    alerts)

                	
                    
                    56001month


                    
                    5250/month

                
	
                    
                    Press Releases Data
                    Feed

                
	
                    
                    Stock Quote and Chart Data
                    Feed

                	
                    
                    _     -


                    
                    5250/month     —

                
	
                    
                    E-mail Alerts Data Feed

                	
                    
                    5200lmontht$480 one tirne set-up
                    fee)

                
	
                    
                    SEC
                    Regulatory Filings Data
                    Feed

                	
                    
                    $35CWrhonth
                    ($400
                    one time set-up fee)

                
	
                    
                    Data
                    =
                    reds -
                    Hosted


                    
                    by CNW

                	
                    
                    Equicorn Client Website - Embedded
                    Stock Quote

                	
                    
                    $350/monthictient
                    541:0
                    one time
                    set-
                    up fee

                
	
                    
                    Equicorn Client Website - Stock
                    Quote and Chart

                	
                    
                    5356'rrionthkhent, 5800 on tone
                    set-up fee

                
	
                    
                    Annual Report
                    Service     --

                
	
                 	
                    
                    Futhament text added at the end of
                    EgurCOm client press releases.


                    
                    requests are sent back ):.
                    Equicurr
                    o•
                    n' en!

                	
                    
                    575/year

                
	
                    
                    Blasts

                
	
                    
                    Fa.
                    Blast     
                    Ontario


                    
                    Anywhere else

                	
                    
                    50 13/per
                    page,
                    pc,
                    -7


                    
                    50
                    .
                    12nper page/pont

                
	
                    
                    e-Mail
                    Blast     Custom
                    ern-a] blast

                	
                    
                    Included in retainer if by Equicom
                    - or 50.081address by CNW

                


        
















	• 	Prices
subject change without notice 







	 	
Terms
of Payment- 






	 	
All
Newswire and Communications Services shall be billed immediately and all outstanding
amounts shall be due and payable upon receipt. 














Appendix ‘B’ 



	 	
Consumables
and services included in the Work Fee 








	 	 •  	All
services described in Schedule ‘A’ of this Agreement  





	 	•  	Telephone
and long distance charges;  





	 	•  	Basic
postage;  





	 	•  	Basic
photocopying;  





	 	•  	Basic
faxes;  





	 	•  	E-mail
broadcast;  





	 	•  	Office
supplies.  







	 	
All
taxes that may be associated with the above noted consumables and services shall be
included in the Work Fee. 






	2.	                   Disbursements
and expenses incurred by EGI on behalf of the Compare.’ and           not included
in the Work Fee.  






	 	
All
such expenses are charged back to the Company at EGI’s cost. 






	 	•  	EGI
staff travel, accommodations and meals/per diem while traveling on behalf of the Company.  






	3. 	                   Disbursements
and expenses incurred by Ea on behalf of the Company and not           included in the
Work Fee. All such expenses are charged-back to the Company as           incurred and
subject to a 10% administration fee.  






	 	•  	All
expenses incurred on behalf of the Company and not mentioned in paragraph 2 of this
Appendix —specifically, expenses that EGI must carry on behalf of the Company.
Without limitation these include:  














	 	• 	Any
outside professional services; 





	 	• 	Printing
and large volume photocopying;  





	 	• 	Media
buys and similar purchases;  





	 	• 	Facility
rentals and related costs;  





	 	• 	Mass
mailing using the Canadian Post office or other                   means; 





	 	• 	Couriers; 





	 	• 	Client
staff travel. 






	 	
All
expenses outside of the Work Fee will only be incurred after Client approval has been
received. For expenses over $1,000, EGI may pre-invoice. 






Schedule ‘A’ 



1.     This
Agreement is to be effective as of the date signed by both parties unless
               another date is specifically noted herein and agreed to by both parties,
for a                period of one (1) year (the “Term”), renewable
automatically for                successive one (1) year periods unless otherwise
terminated by either Party in                accordance with this Agreement.  



2.     The
Company hereby engages EGI as its exclusive provider of investor relations
               (IR) services, as more fully described in the Strategic Communications and
               Consulting Services Proposal (the “Proposal’) or as otherwise
agreed                in writing between the Parties from time to time (the “Services”)
and                EGI hereby agrees to be the provider of such Services to the Company
during the                Term of this Agreement.  











3.     In
consideration for the Services provided by EGI hereunder, the Company agrees
               to compensate EGI in accordance with the terms of section 6.0 of the
Proposal,                “Compensation and Conditions”.  



4.     As
further consideration, the Company undertakes and agrees not to recruit, hire
               or employ in any capacity any of the principals or employees of EGI or any
               associated business organization or companies of such individuals or
business                organization or companies where such individuals may become
employed, for the                duration of this Agreement, and for a further 18 months
after termination of                this Agreement, without the prior written consent of
EGI.  



5.     During
the Term of this Agreement, EGI will devote such time, attention and
               abilities to the business of the Company as EGI may consider to be
necessary for                the proper discharge of its duties in performing the
Services. In the delivery                of Services, EGI will comply with applicable
rules, policies, regulations, and                laws of all applicable regulatory bodies
(including applicable securities                commissions and stock exchanges).  



6.     Either
Party may terminate this Agreement at any time by providing ninety (90)
               days prior written notice of termination of this Agreement (the “Notice
               Period”). During the Notice Period, all obligations specified in this
               Agreement shall remain in full force and effect and, at the completion of
the                Notice Period, this Agreement shall be null and void and of no further
force and                effect, subject to the obligations described in sections 3, 4,
8, 9, 10 and 11                which shall survive termination.  











7.     EGI will
comply with all written directions of the management of the Company and
               the Company’s Board of Directors and shall use its expertise,
diligence,                and skill to promote the best interests of the Company during
the Term.  



8.     EGI
agrees, for itself and all persons retained or employed by EGI in performing
               the Services, to hold in confidence and not to use or disclose to others
any                properly designated confidential or proprietary information of the
Company                disclosed to EGI unless and until required in order to perform the
Services                hereunder. EGI shall not be liable for disclosure of information
upon the                occurrence of one or more of the following events:  



	 	
(b)
       the information or any portion thereof is
subsequently lawfully obtained by EGI                from a third party or parties
without breach of this Agreement as shown by                documentation sufficient to
establish the third party as a source of the                information;  






	 	
(c)
       the information or any portion thereof was
known to EGI prior to its disclosure                by the Company as shown by
documentation kept in the ordinary course of business                sufficient to
establish such knowledge;  






	 	
(d)
       the Company has provided its prior written
consent for such disclosure; and  






	 	
(e)
       the information is required to be disclosed by
law, regulation or legal process.  






EGI’s
obligations of confidence in respect of such information shall survive for a period of
five (5) years following termination.  



9.                  The
Company represents and warrants, and assumes responsibility for: i) the
          accuracy, completeness, and timeliness of all information and disclosure events
          or materials produced by the Company and used by EGI in or for the Services:
and           a) that the information and materials provided by the Company do not
contain any           illegal content. The Company warrants that it shall act in a good
faith and in a           timely and reasonable manner. Forthwith after becoming aware
that information           provided by the Company to EGI is not true or correct in any
way, the Company           shall inform EGI and take steps with EGI to remedy same. EGI
shall not be           responsible for disclosure errors or omissions.  











10.     The
Company hereby agrees to indemnify and hold EGI, its directors, officers,
               employees, agents, and affiliates harmless from and against any and all
claims,                demands, liabilities, judgments and expenses, including legal fees
and expenses,                brought against or involving EGI that relate to or arise out
of EGI’s                performance of the Services hereunder whether indirect,
consequential, punitive,                special or exemplary losses, damages, or expenses
of any nature or kind,                including but not limited to loss of profits or
goodwill, resulting therefrom                (the “Claims”).  



11.     In the
event of any errors or omissions by EGI in the performance of the
               Services, whether negligent or otherwise, EGI’s sole responsibility
shall                be to use commercially reasonable efforts to correct the error.
Notwithstanding                this, in the event EGI is held liable in any manner or
extent for any Claims,                the Parties agree that the extent of EGI’s
responsibility for such Claims                is limited to and shall not exceed the
total amount the Company has paid to EGI                during the most recent Term.  



12.     This
Agreement shall be binding upon the Parties hereto and their respective
               successors and permitted assigns.  



13.     The
Parties will execute and deliver all such further documents and instruments
               and do all acts and things as may be reasonably required to carry out the
full                intent and meaning of this Agreement.  



14.     Words
importing the single number only will include the plural and vice versa
               and words importing the masculine gender shall include the feminine and
neuter                genders and words importing persons shall include firms and
corporations and                vice versa.  











15.     This
Agreement may be executed in several parts in the same form and such parts
               as so executed shall together form one original Agreement and such parts,
if                more than one, shall be read together and construed as if all the
signing                Parties hereto had executed one copy of this Agreement. This
Agreement may be                transmitted by facsimile and the reproduction of
signatures by facsimile will be                treated as binding as if originals, and
each Party hereto undertakes to provide                the other Party with a copy of the
Agreement bearing original signatures                forthwith upon demand.  



16.     Except
as expressly provided in this Agreement, the Parties acknowledge and                agree
that each Party shall be free to enter into any contractual, business or
               other relationship with any other party in respect of any commercial
activity.                This Agreement is entered into by separate legal entities and
neither is the                agent or employee of the other for any purpose whatsoever.
The Parties do not                intend to create a partnership, joint venture or
similar relationship by virtue                of this Agreement. Except as provided
herein, neither Party shall have the right                to bind the other to any
agreement with a third party or to incur any obligation                or liability on
behalf of the other.  



17.     This
Agreement shall be governed by and construed in accordance with the laws of
               the Province of Ontario and treated in all respects as a contract made in
the                Province of Ontario.  



18.     Any
notice required to be given hereunder shall be deemed to have been properly
               given if delivered or sent by facsimile (together with confirmation of
receipt)                as follows:  



	 	
To
EGI:   At the address and facsimile number first noted above 






	 	
To
Industrial Minerals Inc:   At the address and facsimile number first noted above 














        Any
such notice shall be deemed to have been given and received on the same business day it
was delivered or sent by facsimile so long as it was received between the business hours
of 9:00 AM and 4:00 PM EST, and if delivered during other hours or days, on the first
business day following the date on which it was sent. Any Party may change its address
for service from time to time by notice given in accordance with the foregoing.  




        This
Agreement together constitutes the entire understanding between the Parties in relation
to the matters dealt with herein and supersedes all previous covenants and
representations made by either Party, whether oral or written.  




	 	
Initials: 






	 	
____Industrial
Minerals Inc. 






	 	
____Equicom
Group  










303035.1