Exhibit 10.13  




RELEASE AND SETTLEMENT
AGREEMENT 



1.
    RELEASE 



        For
the valuable consideration set out in this Release and Settlement Agreement, the receipt
and sufficiency of which is hereby acknowledged, MR. DAVID MICHAUD does on behalf
of himself and his successors and assigns, HEREBY UNCONDITIONALLY AND IRREVOCABLLY
RELEASE, INDEMNIFY AND SAVE HARMLESS INDUSTRIAL MINERALS, INC. and its affiliated
companies, and their respective officers employees, and representatives (all of whom are
hereafter called “Releasees”), from and against any and all manner of actions,
claims, demands, sums of money, payments and damages whatsoever, whether at law or in
equity or set out in any statute, regulation or ordinance, and whether known or unknown,
suspected or unsuspected, which MR. DAVID MICHAUD may have or at any time hereafter
can, shall or may have in any way resulting or arising from any cause, matter or thing
whatsoever in relation to his employment by, association with, or any consulting services
rendered to the Releasees in the period prior to 12:00 AM June 30, 2007, including but not
limited to any claims or entitlements to salaries, bonuses, benefits, vacation, expenses,
consulting fees, or any other emoluments, perquisites, remuneration whatsoever. 



2.
    STOCK GRANT 



        In
consideration of the release set out in Section 1 above, INDUSTRIAL MINERALS, INC., a
Delaware corporation (the “Company”), hereby grants to MR. DAVID MICHUAD who
hereby accepts, 220,000 restricted shares of the Company’s capital stock. 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 MR. DAVID MICHAUD hereunder. 



3.
    GOVERNING LAW; ENTIRE
AGREEMENT; MODIFICATION 



        This
Agreement shall be governed by and interpreted in accordance with the laws in force in the
Province of Ontario. This Agreement constitutes the entire agreement between the parties
relative to the subject matter hereof, and supersedes all proposals, written or oral, and
all other communications between the parties relating to the subject matter of this
Agreement. This Agreement may be modified, amended, or rescinded only by a written
agreement signed by both parties, This Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors and permitted assigns. 













        In
witness whereof, the Company and Mr. David Michaud have caused this Release and Settlement
Agreement to be executed as of June 30th, 2007. 














		
	Accepted by: 





/s/ David Michaud 

Mr. David Michaud 
	Accepted by and for the Company





/s/ David Wodar

David Wodar, President 

















303372.1