Exhibit 10.11 




Consulting Services
Agreement  



        This
Consulting Services Agreement is made as of the 1st day of October, 2007
between Industrial Minerals, Inc. a company incorporated under the laws of the
State of Delaware, having a business address at 2904 South Sheridan Way, Suite 100,
Oakville, Ontario, Canada L6J 7L7 (“IMI”), and Mr. Cam Birge,
Businessman, having an address at: P.O. Box 415, Shawnigan Lake, B.C. Canada VOR 2WO (the
“Consultant”). 



        WHEREAS,
the Consultant has experience in shareholder relations, and corporate communications; 



        AND
WHEREAS, IMI requires such expertise for the Company which trades on the
Over-the-Counter Market and the Consultant desires to provide consulting services to IMI,
as hereinafter set out; 



        NOW,
THEREFORE, in consideration of the mutual covenants and provisions herein contained, the
Consultant and IMI agree as follows: 



	1.	Consulting
Services. 






        
      Consultant
shall as and when requested by IMI during reasonable business hours, furnish the Company
with his best advice, information, judgment and knowledge with respect to shareholder
questions and concerns, and having particular focus on keeping them informed regarding the
publicly disclosed activities of the Corporation. 



	2.  	Conduct
of Services.  






        
      Consultant
shall dedicate such reasonable time and efforts as may be required in order to fulfil its
obligations hereunder. The Consultant represents and warrants to IMI that it shall provide
the services described herein in a cooperative fashion, promptly, efficiently in
accordance with standards of quality acceptable to IMI acting reasonably, and in a good
and workmanlike manner. 



	3.  	Consultant’s
Remuneration and Expenses.  






        
      In
consideration of the satisfactory performance by the Consultant of its obligations set out
in this Consulting Services Agreement IMI shall: (a) pay the Consultant $2,000.00
per month during the term of this Consulting Services Agreement. 



        
      In
addition, the Consultant shall be reimbursed for its expenses reasonably and properly
incurred in performing its services hereunder, provided always that such expenses have
been approved in advance by IMI. The Consultant shall be solely responsible for any and
all payments or deductions required to be made respecting unemployment insurance,
workmen’s compensation, income tax, pension plans and such other similar pay list
deductions or payments. 



	4.  	Term
and Termination.  






        
      This
Consulting Services Agreement shall be in force and effect from October 1, 2007 and
shall continue for a period of 2 years, or until terminated by IMI by ten (10) days prior
written notice given to the Consultant, whereupon this Consulting Services Agreement shall
terminate on the expiration of the notice period and thereafter no longer be of any force
or effect. 











	5.  	
Independent
Contractor.  






        
      This
is an Agreement for the performance of a service and the Consultant is engaged by IMI as
an independent contractor for the sole purpose of providing a service. The Consultant is
not engaged as a coventurer, partner, agent or employee of IMI and no act or omission by
the Consultant shall in any way obligate or be binding upon IMI. 



	6.  	Non-Solicitation.  






        
      Consultant
covenants and agrees that at all times during Consultant’s period of engagement with
IMI, and for a period of one (1) year after the date of termination of Consultant’s
engagement, Consultant will not directly or indirectly (i) induce any customers of IMI or
corporations affiliated with IMI to patronize any similar business which competes with
IMI; (ii) canvass, solicit or accept any similar business from any customer of IMI; (iii)
directly or indirectly request or advise any customers of IMI or corporations affiliated
with IMI to withdraw, curtail or cancel such customer’s business with IMI; (iv)
directly or indirectly disclose to any other person, firm or corporation the names or
addresses of any of the customers of IMI or corporations affiliated with IMI; or (v)
directly or indirectly request, solicit, invite, suggest or entice any employees of IMI or
its affiliates to leave their employment with IMI or its affiliated companies. 



	7.  	Non-Disparagement.  






        
      Consultant
covenants and agrees that Consultant shall not engage in any pattern of conduct that
involves the making or publishing of written or oral statements or remarks (including,
without limitation, the repetition or distribution of derogatory rumours, allegations,
negative reports or comments) which are disparaging, deleterious or damaging to the
integrity, reputation or good will of IMI, its management, or of management of
corporations affiliated with IMI. 



	8.  	Protected
Information.  






        
      Consultant
recognizes and acknowledges that Consultant will have access to various confidential or
proprietary information concerning IMI and corporations affiliated with IMI of a special
and unique value which may include, without limitation, (i) books and records relating to
operation, finance, accounting, sales, personnel and management, (ii) policies and matters
relating particularly to operations such as customer service requirements, costs of
providing service and equipment, operating costs and pricing matters, and (iii) various
trade or business secrets, including business opportunities, marketing or business
diversification plans, business development and bidding techniques, methods and processes,
financial data and the like (collectively, the “Protected Information”).
Consultant therefore covenants and agrees that Consultant will not at any time, either
while engaged by IMI or afterwards, knowingly make any independent use of, or knowingly
disclose to any other person or organization (except as authorized by IMI) any of the
Protected Information. 



	9.  	Intellectual
Property.  






        
      All
original works of authorship that result from the performance by Consultant of his duties
hereunder are and will be and will remain the sole and exclusive property of the IMI.
Consultant, at the IMI’s request and sole expense, will assign to the IMI in
perpetuity all intellectual property rights that he may have in such works of authorship.
Such assignment shall be done by documents as prepared by IMI. Should IMI elect to
register claims of copyright to any such works of authorship, Consultant will, at the
expense of IMI, do such things, sign such documents and provide such reasonable
cooperation as is necessary for IMI to register such claims, and obtain, protect, defend
and enforce such proprietary rights. Consultant shall have no right to use any trademarks
or proprietary marks of IMI without the express, prior written consent of IMI regarding
each use. 











	10.  	Applicable
Law.  






        
      This
Agreement and the rights and obligations of the parties shall be governed by the laws in
force in the Province of Ontario, and the parties hereby attorn to the jurisdiction of the
courts of the Province of Ontario. In the event a dispute between the parties arises which
they cannot resolve, then the matter may be referred by either party to arbitration in
Toronto, Ontario under the provisions of the Arbitration Act, 1991 S.O. 1991, c.17.
The parties shall select a single arbitrator to act as the arbitrator, and the arbitration
determination shall be final and binding upon the parties. 



        
      In
witness whereof the parties hereto have duly signed and executed this Consulting
Services Agreement. 







		
	                                    

                                    

                                    

___________________________________ 

 Witness                            





                                    

                                    





                                    

                                    
	Mr. Cam Birge:

)

)

) /s/ Cam Birge

  Cam Birge





Industrial Minerals, Inc.

By:





/s/ David J. Wodar

David J. Wodar, President 







300652.1