Exhibit 10.23


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered
into as of the 30th day of January, 2007 (the “Effective Date”), between IDAHO
GENERAL MINES, INC. (the “Company”), and ANDREW J. RUSSELL (“Employee”).


 


WITNESSETH


 


WHEREAS, the Company is in the mining business and
wishes to retain the services of the most highly qualified mining
professionals; and


 


WHEREAS, Employee has been an employee of the Company
since August 16, 2006, serving as a Senior Manager Permitting and
Technical; and


 


WHEREAS, Employee has been the Senior Manager of
Permitting and Technical of the Company since that date; and


 


WHEREAS, the Company desires to restate its employment
arrangement with Employee and employ Employee as its Director of Projects and
Operations (“DPO”); and


 


WHEREAS, Employee desires to by employed by the
Company as its DPO all on the terms and conditions provided herein; and


 


NOW, THEREFORE, in consideration of the foregoing, and
the respective covenants and promises of the parties contained herein, the
Company and Employee enter into this Agreement and agree as follows:


 


1.             DESCRIPTION
OF SERVICES


 


1.1           Employer is a resident
of Arizona and the Company understands his base of operation as DPO will be
from the Phoenix, Arizona area.  Employee
understands that despite the foregoing, his duties will require extensive
travel to, without limitation, the location of the Company assets and its
headquarters.  Employee shall, to the
best of his ability, industriously and faithfully perform the responsibilities
as DPO of the Company.  Employee shall
devote all of his business time, attention, skill and efforts exclusively to
the business and affairs of Company. 
Employee represents and warrants that he has the necessary knowledge and
experience to competently and professionally accomplish the duties of DPO as
outlined in this Agreement.


 


1.2           Subject to the
direction of the Chief Executive Officer, Employee’s duties as DPO of the
Company, at the Company’s sole discretion, may include from time to time,
without limitation, any or all of the following:


 


(a)           Overall
management of all day-to-day Company operations;


 


(b)           Management
of all staffing requirement for Company day-to-day operations;


 

















 


(c)           Development
of budgets and forecasts fat-review and adoption by the Company for all
day-to-day operations of the Company;


 


(d)           Management
of all Company day-to-day operations within budgets adopted by the Company from
time to time;


 


(e)           Attainment
of goals adopted by the Company for its day-to-day operations; and


 


(f)            Such
other duties that may be assigned to Employee from time to time by the Company.


 


Employee’s duties shall also include other obligations
as set forth elsewhere in this Agreement.


 


1.3           Except with the prior
written consent of the Company, Employee will not during the term of this
Agreement undertake or engage in any other employment or occupation.  It is understood that Russell is an owner in
two businesses unrelated to the Company and that these entities are in no way
in market competition with the Company. 
Such entities do from time to time require the tertiary involvement of
Russell.  This provision shall not
preclude membership in professional societies, lecturing or the acceptance of
honorary positions, that are in any case incidental to Employee’s employment by
the Company and which are not adverse or antagonistic to the Company, its
business or prospects, financial or otherwise.


 


2.             TERM
OF AGREEMENT/EARLY TERMINATION


 


2.1           Subject to the
provisions for early termination as hereinafter provided, the term of this
Agreement shall commence as of the Effective Date and shall terminate
automatically thirty-six (36) months after the Effective Date (the “Term”)
unless the parties, prior to the end of the Term, enter into a written
agreement renewing or extending this Agreement.


 


2.2           Despite the Term of
this Agreement set forth in Section 2.1 above, the Company shall have the
right to earlier terminate this Agreement:


 


(a)           at
any time without Cause upon thirty (30) days prior written notice.  In such case, Employee will receive, as the
only obligation of the Company to Employee, any portion of his Base
Compensation (as defined in Section 3.1) earned through the date of
termination, but not yet paid to Employee, plus a severance payment equal to
eighteen (18) months of his annual Base Compensation and any declared bonus(es)
not yet paid.  Upon termination, any
granted stock options, warrants and stock grants will immediately vest.


 


(b)           at
any time with Cause without notice.  In
such case, Employee will receive, as the only obligation of the Company to
Employee, his Base Compensation earned through the date of termination but not
yet paid to Employee.  For the purposes
of this Agreement and except as set forth elsewhere herein, Cause shall mean
the good faith determination by the Company that:


 


(i)            Employee
has committed a material breach of an obligation to the Company under the terms
of this Agreement;


 


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(ii)           Employee
has neglected, failed or refused to perform his duties hereunder (other than as
a result of physical or mental illness);


 


(iii)          Employee
has failed to timely progress towards the goals assigned to Employee by the
Company from time to time;


 


(iv)          Employee
has committed an act of personal dishonesty including, without limitation, an
act or omission intended to result in personal enrichment of Employee at the
expense of the Company;


 


(v)           Employee
has committed a willful or intentional act that could reasonably be expected to
injure the reputation, business, or business relationships of the Company or
Employee’s reputation or business relationships;


 


(vi)          Employee
has perpetrated an intentional fraud against or affecting the Company or any
customer, supplier, client, agent, or employee thereof; or


 


(vii)         Employee
has been convicted (including conviction on a nolo contendere, no contest, or
similar plea) of a felony or any crime involving fraud, dishonesty, or moral
turpitude.


 


With respect to any of the matters set forth in (i) -
(iii) above, the Company must give Employee notice of the deficiency and a
reasonable opportunity to correct the deficiency prior to termination.  In the event that the Company has given
notice of a deficiency and makes a determination that the deficiency has not
been cured within a reasonable period of time, Employee’s employment may be
terminated for Cause.


 


(c)           automatically
upon the death of Employee.  In such
event, the Company shall pay Employee’s estate the Base Compensation earned
through the date of his death but not yet paid to Employee, any declared
bonus(es) not yet paid and Base Compensation through the Term of this
Agreement.  Upon Employee’s death, any
granted stock options, warrants and stock grants held by Employee shall
immediately vest and be exercisable by Employee’s heirs, executors,
administrators or personal representatives in accordance with the then current
Stock Option Plan of the Company.


 


(d)           automatically
upon the inability of Employee to satisfactorily perform the duties set forth
in Section 1.2 or as assigned to him by the Company from time to time by
reason of mental or non-industrial physical illness or injury not amounting to
a disability under the applicable law, for a period of one hundred eighty (180)
days.  In such event, the Company shall
pay Employee the Base Compensation earned but unpaid to Employee through the
date of termination and any declared bonus(es) not yet paid.  Upon such inability, any granted stock
options, warrants and stock grants will immediately vest.


 


(e)           automatically
upon a Change of Control, in which event the Company shall pay to Employee one
hundred thirty-eight percent (138%) of his annual Base Compensation, plus one
hundred thirty-eight percent (138%) of his annual budgeted bonus.  Furthermore, all granted stock options,
grants and warrants will vest upon the effective date of 


 


3

















 


the closing of the Change of
Control event.  For the purposes of this
Agreement, Change of Control shall mean:


 


(i)            The
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of fifty percent (50%) or more of either (A) the
then-outstanding shares of common stock of the Company (the “Outstanding
Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that, for purposes of this Section 2.2(e)), the
following acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, or (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Affiliated Company;


 


(ii)           Consummation
of a reorganization, merger, statutory share exchange or consolidation or
similar corporate transaction involving the Company or the acquisition of
assets or stock of another entity by the Company (each, a “Business Combination”),
in each case unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial
owners of the outstanding Company common stock and the outstanding Company
voting securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Business Combination (including,
without limitation, a corporation that, as a result of such transaction, owns
the Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination of the
outstanding Company common stock and the outstanding Company voting securities,
as the case may be, and (B) no Person (excluding any corporation resulting
from such Business Combination or any employee benefit plan (or related trust)
of the Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirection, 50% or more of, respectively, the
then-outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then-outstanding
voting securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination;


 


(iii)          A
transfer, sale or disposition of all or substantially all of the operating
assets of the Company to an unrelated party;


 


(iv)          Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company; or


 


(v)           Any
time at which individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by the
Company’s shareholders, was 


 


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approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board.


 


2.3           Despite the Term of
this Agreement set forth in Section 2.1 above, Employee shall have the
right to terminate this Agreement upon ninety (90) days prior written notice to
the Company for any reason provided the Company may waive the notice
period.  In such event, Employee will
receive as the sole obligation of the Company to Employee his Base Compensation
earned through the date of termination but not yet paid to Employee.


 


2.4           Russell shall be
entitled to terminate his employment with the Company for “Good Reason,” in
which case Russell will receive as the only obligation of the Company to
Russell any portion of his Base Compensation earned through the date of
termination, but not yet paid to Russell, plus a severance payment equal to one
(1) year of his annual Base Compensation, plus all granted stock options,
grants and warrants shall automatically vest. 
For purposes of this Agreement, “Good Reason” shall mean (i) a
substantial diminution in Russell’s duties; (ii) any direction or
requirement that Russell engage in conduct that could reasonably be construed
to violate local, state or federal law; and (iii) failure to pay base
salary due pursuant to this Agreement in a timely manner.


 


Following any notice of termination, each party shall
cooperate with the other in all matters relating to the winding up of Russell’s
work on behalf of the Company.


 


3.             COMPENSATION.


 


3.1           Base Compensation.  During the Term hereof, Base Compensation
shall be payable to Employee based on an annual rate of Two Hundred Thousand
Dollars ($200,000.00).  Said Base
Compensation shall be payable monthly in arrears in accordance with the Company’s
regular payroll procedures, policies and practices.  Base Compensation shall be reviewed and adjusted
annually by the Company as it deems appropriate.


 


3.2           Incentive
Compensation.


 


(a)           Initial
Stock Option.  The Company will grant
Employee options to purchase One Hundred Forty Thousand (140,000) Shares of
Common Stock in the Company on the Effective Date of this Agreement at the
Shares’ public price.  This option will
vest upon the effective date of this Agreement. 
An option of an additional Sixty Thousand (60,000) Shares of Common
Stock previously granted Employee will vest pursuant to a Stock Option
Agreement previously executed by the parties.


 


(b)           Annual
Bonus.  On the condition that the
Company, in good faith, determines that Employee diligently pursued the goals,
tasks and/or projects assigned to him from time to time and the results of his
efforts for the Company have otherwise been satisfactory, the Company will pay
to Employee, on or before forty-five (45) days following Employee’s initial
twelve (12) months with the Company and on or before forty-five (45) days after
the second twelve (12) months with the Company and upon the last day of this
Agreement, so long as Employee remains an employee of the Company on the date
the bonus payment was earned, an annual bonus in the amount of no less than
fifty percent (50%) of Employee’s Base Compensation for the foregoing twelve
(12) month period.


 


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(c)           2007
Performance Bonus and Restricted Stock Grant.  On the condition that the Company completes a
“Bankable Engineering Document” as determined by the Board of Directors of the
Company during calendar year 2007, the Company will pay to Employee Fifteen
Thousand Dollars ($15,000.00) and grant to Employee a Restrictive Stock Grant
of Ten Thousand (10,000) Shares of Common Stock in the Company, all within forty-five
(45) days of the end of calendar year 2007 and which Restricted Stock Grant
will be provided pursuant to a Restricted Stock Grant Award Agreement.


 


(d)           2007
Water Rights Bonus and Restricted Stock Grant.  On the condition that the Company obtains
water rights in calendar year 2007, or following the State Water Rights
Hearing, whichever occurs later, from private entities and/or the applicable
governmental entity which, together, are sufficient to meet the Mount Hope Mine
requirements when in full operation and in any event not less than the total
available for purchase or allocable by the applicable government entity, the
Company will pay to Employee Twenty Thousand Dollars ($20,000.00) and grant to
Employee a Restricted Stock Grant of Twenty Thousand (20,000) Shares of Common
Stock in the Company, all within forty-five (45) days of the acquisition of the
water right and which Restricted Stock Grant will be provided pursuant to a
Restricted Stock Grant Award Agreement.


 


(e)           2008
Performance Bonus and Restricted Stock Grant.  On the condition that the Company receives a
favorable Record of Decision on the Mount Hope Mine (the “ROD”) within the term
of this Agreement, the Company will pay to Employee Fifty Thousand Dollars
($50,000.00) and grant to Employee a Restricted Stock Grant of Twenty Thousand
(20,000) Shares of Common Stock in the Company, all within forty-five (45) days
of the receipt of the ROD, which Restricted Stock Grant will be provided
pursuant to a Restricted Stock Grant Award Agreement.


 


(f)            Completion
of Financing of Mount Hope Mine.  If
during the term of this Agreement the Company obtains sufficient financing to
commence operation of the Mount Hope Mine, Employee shall be eligible for a
bonus in an amount as determined by the Company, but no less than One Hundred
Thousand Dollars ($100,000.00), taking into account Employee’s contribution to
this effort.


 


(g)           Commencement
of Mining Operations at Mount Hope Mine. 
If during the term of this Agreement or six (6) months thereafter,
the Mount Hope Mine shall become operational, the Company shall pay to Employee
Two Hundred Thousand Dollars ($200,000.00) and grant to Employee a Restricted
Stock Grant of Forty Thousand (40,000) Shares of Common Stock in the Company,
all within forty-five (45) days of the Mount Hope Mine becoming operational,
which Restricted Stock Grant will be provided pursuant to a Restricted Stock
Grant Award Agreement.


 


The decision as to whether the Company has achieved
any of the goals set forth pursuant to this Section 3.2 shall be
determined by the Company’s Board of Directors. 
The Restricted Stock Grant Award Agreement shall mean the Restricted
Stock Grant Award Agreement prepared by the Company for Restricted Stock Grants
to employees of the Company as amended from time to time.


 


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3.3           Business
Expenses/Reimbursement of Disallowed Expenses.  The Company shall also reimburse Employee for
other reasonable and necessary business expenses in connection with the
performance by Employee of his duties or services hereunder, including
business, entertainment and travel, subject to compliance with such policies
regarding expenses and expense reimbursements as may be adopted from time to
time by the Company.  If any compensation
payment, medical reimbursement, employee fringe benefit, expense allowance
payment or other expense incurred by the Company for the benefit of Employee is
disallowed in whole or in part as a deductible expense of the Company for
federal or state income tax purposes, Employee shall reimburse the Company,
upon notice and demand, to the full extent of the disallowance.  In lieu of payment by Employee to the
Company, Employee authorizes the Company to withhold amounts from Employee
future compensation payments until the amount owed to the Company has been
fully recovered.  The Company shall not
be required to legally defend any proposed disallowance and the amount required
to be reimbursed by Employee shall be the amount, as finally determined by
agreement or otherwise, which is actually disallowed as a deduction.  This legally enforceable obligation is in
accordance with the provisions of Revenue Ruling 69-115 and is for the
purpose of entitling Employee to a business expense deduction for the taxable
year in which the repayment is made to the Company.  In this manner, the Company shall be
protected from having to bear the entire burden of a disallowed expense item.


 


3.4           Fringe
Benefits.  During the term of
Employee’s employment by Company, Employee shall be entitled to participate in
the retirement and health and welfare benefits offered generally by Company to
its employees, to the extent that Employee’s position, tenure, salary, health,
and other qualifications make Employee eligible to participate.  Employee’s participation in such benefits
shall be subject to the terms of the applicable plans, as the same may be
amended from time to time.  Company does
not guarantee the adoption or continuance of any particular employee benefit
during Employee’s employment, and nothing in this Agreement is intended to, or
shall in any way restrict the right of Company, to amend, modify or terminate
any of its benefits during the Term of this Agreement.  Employee also will be entitled to all normal
and customary perquisites of employment, including paid-time-off, available to
employees of the Company at Employee’s level, subject to the stated terms and
conditions of such perquisites.


 


4.             DISCLOSURE
OF INFORMATION


 


4.1           Employee acknowledges
that he will receive access to confidential and proprietary business
information or trade secrets (“Confidential Information”) about the Company,
that this information was obtained by the Company at great expense and is
zealously guarded by the Company from unauthorized disclosure, and that Employee’s
possession of this special knowledge is due solely to Employee’s employment
with the Company.  In recognition of the
foregoing, Employee will not at any time during employment or following
termination of employment for any reason, disclose, use or make otherwise
available to any third party any Confidential Information relating to the
Company’s business, including its products, production methods and development;
manufacturing and business methods and techniques; trade secrets, data,
specifications, developments, inventions, engineering and research activity;
marketing and sales strategies, information and techniques; long and short term
plans; current and prospective dealer, customer, vendor, supplier and
distributor lists, contacts and information; financial, personnel and
information system information; and any other information concerning the 


 


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business of
the Company which is not disclosed to the general public or known in the
industry, except for disclosure necessary in the course of Employee’s duties
for the Company.


 


4.2           Upon termination of
employment with the Company, Employee shall deliver to a designated Company
representative all records, documents, hardware, software, and all other
Company property in whatever form and all copies thereof in Employee’s
possession.  Employee acknowledges and
agrees that all such materials are the sole property of the Company and that
Employee will certify in writing to the Company at the time of termination that
Employee has complied with this obligation.


 


5.             DISCLOSURE
AND ASSIGNMENT OF INVENTIONS


 


5.1           Employee agrees to
promptly disclose to the Company inventions, ideas, processes, writings,
designs, developments and improvements, whether or not protectable under the
applicable patent, trademark or copyright statutes, which Employee makes,
conceives, reduces to practice or learns during the period of employment by
Company, either alone or jointly with others, relating to any business in which
the Company, during the period of Employee’s employment, is or may be concerned
(“the Inventions”).  Such disclosures
shall be made by Employee to the Company in a written report, setting forth in
detail the structures, procedures and methodology employed and the results achieved.


 


5.2           Consistent with and to
the extent permitted by applicable law, Employee hereby assigns and agrees to
assign to the Company all rights in and to the Inventions and proprietary
rights therein, based thereon or related thereto, including, but not limited
to, applications for United States and foreign patents and resulting patents.


 


5.3           Employee further
agrees, without charge to the Company but at its expense, to assist the Company
in every proper way and execute, acknowledge and deliver, during and after
employment by the Company, all such documents necessary and perform such other
legal acts as may be necessary, in the opinion of the Company, to obtain or
maintain United States or foreign patents or other proprietary protection, for
any and all Inventions made during his employment by the Company in any and all
countries, and to vest title therein to the Company.


 


5.4           Employee acknowledges
notice from the Company that this foregoing obligation to assign rights in and
to any Inventions does not apply to an Invention for which no equipment,
supplies, facility or trade secret information of Company was used and which
was developed entirely on Employee’s own time and (1) which does not
relate (A) directly to the business of the Company, or (B) to the Company’s
actual or demonstrably anticipated research or development; or (2) which
does not result from any work performed by Employee for the Company.


 


5.5           Employee further agrees
that prior to separation from employment with the Company for any reason, Employee
shall disclose to the Company, in a written report, all Inventions, the rights
to which Employee has agreed to assign to the Company under 5.1 and 5.2 above,
and which Employee has not previously disclosed.


 


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6.             RESTRICTIVE
COVENANTS


 


6.1           Non-Solicitation.


 


(a)           Employee
specifically acknowledges that the Confidential Information described in 4.1
includes confidential data pertaining to current and prospective customers of
the Company, that such data is a valuable and unique asset of the Company’s
business and that the success or failure of the Company’s specialized business
is dependent in large part upon the Company’s ability to establish and maintain
close and continuing personal contacts and working relationships with such
customers and to develop proposals which are specifically designed to meet the
requirements of such customers. 
Therefore, during Employee’s employment with the Company and for the
twelve (12) months following termination of employment for any reason, except
on behalf of he Company or with the Company’s prior written consent, Employee
is prohibited from soliciting, either directly or indirectly, on his own behalf
or on behalf of any other person or entity, all such customers with whom
Employee had contact during the twenty-four (24) months preceding Employee’s
termination of employment.


 


(b)           Employee
specifically acknowledges that the Confidential Information described in 4.1
also includes confidential data pertaining to current and prospective employees
and agents of the Company, and Employee further agrees that during Employee’s
employment with the Company and for the twelve (12) months following
termination of employment for any reason, Employee will not directly or
indirectly solicit, on his own behalf or on behalf of any other person or
entity, the services of any person who is an employee or agent of the Company
or solicit any of the Company’s employees or agents to terminate their
employment or agency with the Company.


 


(c)           Employee
specifically acknowledges that the Confidential Information described in 4.1
also includes confidential data pertaining to current and prospective vendors
and suppliers of the Company, Employee agrees that during Employee’s employment
with the Company and for the twelve (12) months following termination of
employment for any reason, Employee will not directly or indirectly solicit, on
his own behalf or on behalf of any other person or entity, any Company vendor
or supplier for the purpose of either providing products or services to
competitors of the Company, as described in 6.1(b), or terminating such vendor’s
or supplier’s relationship or agency with the Company.


 


(d)           Employee
further agrees that, during Employee’s employment with the Company and for the
twelve (12) months following termination of employment for any reason, Employee
will do nothing to interfere with any of the Company’s business relationships.


 


6.2           Non-Competition.


 


(a)           Employee
represents to the Company that Employee is not a party to any agreement with a
prior employer or otherwise which would prohibit Employee from employment with
the Company.  Employee further represents
that he has provided to the Company copies of any and all agreements (e.g.,
non-competition, non-solicitation, or non-disclosure agreements) that might
limit Employee’s ability, in any way, to perform the duties of Employee’s
position on behalf of the Company, and Employee agrees to act at all times on
behalf of the Company in a manner consistent with any such agreements.  Employee acknowledges and understands that
the 


 


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Company will have no obligation
to provide legal representation to Employee in the event a prior employer or
other third party brings or threatens to bring an action against Employee for
violating any such agreements; that the Company may elect, at its sole
discretion, to provide legal representation to Employee but Employee may be
required to reimburse the Company for any legal expenses paid on Employee’s
behalf in the event Employee is found to have violated any such agreements; and
that Employee may be terminated in the event the Company determines that
Employee may have violated any such agreements. 
Despite anything to the contrary herein, termination based upon the
Company’s determination that Employee has violated this Section 6.2 shall
be considered termination for Cause.


 


(b)           Employee
covenants and agrees that during Employee’s employment with the Company and for
the twelve (12) months following termination of employment for any reason, he
will not, in any geographic market or in the molybdenum market anywhere which
Employee worked on behalf of the Company during the twenty-four (24) months
preceding his termination of employment, engage in or carry on, directly or
indirectly, as an owner, employee, agent, associate, consultant or in any other
capacity, a business competitive with that conducted by the Company.  A “business competitive with that conducted
by the Company” shall mean any business or activity involved in the discovery
or mining of molybdenum.  To “engage in
or carry on” shall mean to have ownership in such business or consult, work in,
direct or have responsibility for any area of such business, including but not
limited to the following areas: 
operations, sales, marketing, manufacturing, procurement or sourcing,
purchasing, customer service, distribution, product planning, research, design
or development.


 


(c)           For
the twelve (12) months following termination of employment for any reason,
Employee certifies and agrees that he will notify the President/CEO of the
Company of his employment or other affiliation with any potentially competitive
business or entity prior to the commencement of such employment or affiliation.


 


7.             NOTICES


 


Any notice, consent, approval, request, demand or
other communication required or permitted hereunder must be in writing to be
effective and shall be deemed delivered and received (i) if personally
delivered or if delivered by telex or telecopy with electronic confirmation
when actually received by the party to whom sent, or (ii) if delivered by
mail (whether actually received or not), at the close of business on the fifth
business day next following the day when placed in the federal mail, postage
prepaid, certified or registered mail, return receipt requested, addressed as
follows:


 


	
  If to Employee:

  	
  Andrew J. Russell

  
	
   

  	
  3265 South Oleander Drive

  
	
   

  	
  Chandler, AZ 85248

  
	
   

  	
  Fax No. 
  520-901-1694

  



 


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  If to Employer:

  	
  Robert L. Russell, Chairman

  
	
   

  	
  Idaho General Mines, Inc.

  
	
   

  	
  10 North Post Street

  
	
   

  	
  Spokane, WA 99201

  
	
   

  	
  Fax No. 
  509-838-0457

  
	
   

  	
   

  
	
  Copy to:

  	
  Michael F. Nienstedt, Esq.

  
	
   

  	
  Witherspoon, Kelley, Davenport & Toole,
  P.S.

  
	
   

  	
  U.S. Bank Building

  
	
   

  	
  422 West Riverside Avenue, Suite 1100

  
	
   

  	
  Spokane, WA 99201-0302

  
	
   

  	
  Fax No. 
  509-458-2728

  



 


(or to such other address as any party shall specify
by written notice so given)


 


8.             LEGAL
REQUIREMENTS


 


Employee represents and warrants that, during the term
of this Agreement (and thereafter for so long as Employee remains an employee
of the Company), Employee shall comply with all legal requirements imposed by
Environmental Laws imposed by any local, state or federal authority and the rules and
regulations promulgated by any such entity. 
For the purposes of this Agreement, Environmental Law shall mean all
local, state or federal law, now or hereafter existing, that relate to health,
safety or environmental protection. 
Employee shall use his best efforts to comply in all material respects
with, and shall use his best efforts, within the scope of his duties, to cause
the Company to comply with, all other applicable laws and regulations governing
the Company including, without limitation, all environmental laws and
regulations.


 


9.             NO
IMPLIED WAIVERS


 


Neither party shall waive any breach of any provision
of this Agreement except in writing, nor shall any waiver so granted in any
single instance not thereby be deemed to be a waiver of any preceding or
succeeding breach of the same or any other provision of this Agreement.


 


10.           HEADINGS


 


The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof, nor to
affect the meaning thereof.


 


11.           GOVERNING
LAW; JURISDICTION


 


This Agreement shall be governed by and construed
under Idaho law, without regard to its conflict of laws principles.  The parties agree that any litigation in any
way relating to this Agreement shall be venued in either federal or state court
in Shoshone County, Idaho, and Employee hereby consents to the personal
jurisdiction of these courts and waives any objection that such venue is
inconvenient or improper.


 


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12.          WAIVER
OF JURY TRIAL


 


TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYEE
AND COMPANY HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ENFORCEMENT
THEREOF.


 


13.           COMPLETE
AGREEMENT - AMENDMENTS - PRIOR AGREEMENTS


 


The foregoing is the entire agreement of the parties
with respect to the subject matter hereof and may not be amended, supplemented,
canceled or discharged except by written instrument executed by both parties
hereto.  This Agreement supersedes any
and all prior agreements among the Company and Employee with respect to the
matters covered.


 


14.           INVALIDITY


 


The invalidity or lack of enforceability of any
particular provision in this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all other respects as though
such invalid or unenforceable provisions were permitted.  Moreover, the parties agree to replace or
have a Court replace such invalid provisions with a substitute provision that
will satisfy the intent of the parties.


 


15.           SURVIVAL


 


Upon the expiration or termination of this Agreement
for any reason, the provisions of this Section and the covenants of the
parties herein shall survive and remain in full force and effect.


 


16.           BINDING
OBLIGATIONS


 


The Employee and the Company acknowledge and
understand that, unless expressly stated above, Employee’s obligations
hereunder shall not be affected by the reasons for, circumstances of, or
identity of the party who initiates the termination of Employee’s employment
with the Company.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the dates set forth below, effective as of the date first
set forth above.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  IDAHO GENERAL MINES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert L. Dumont 1/31/07

  
	
   

  	
   

  	
  Its:

  	
   CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Andrew J. Russell   Jan 31, 2007

  
	
   

  	
   

  	
  ANDREW
  J. RUSSELL

  



 


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