**Exhibit 10.23**

 

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

** **

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

 

WITNESSETH

 

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

 

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

 

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

 

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

 

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

 

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

 

1.             DESCRIPTIONOF SERVICES

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## 1.1           Employer is a residentof Arizona and the Company understands his base of operation as DPO will befrom the Phoenix, Arizona area.  Employeeunderstands that despite the foregoing, his duties will require extensivetravel to, without limitation, the location of the Company assets and itsheadquarters.  Employee shall, to thebest of his ability, industriously and faithfully perform the responsibilitiesas DPO of the Company.  Employee shalldevote all of his business time, attention, skill and efforts exclusively tothe business and affairs of Company. Employee represents and warrants that he has the necessary knowledge andexperience to competently and professionally accomplish the duties of DPO asoutlined in this Agreement.

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

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### (a)           Overallmanagement of all day-to-day Company operations;

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### (b)           Managementof all staffing requirement for Company day-to-day operations;

 

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### (c)           Developmentof budgets and forecasts fat-review and adoption by the Company for allday-to-day operations of the Company;

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### (d)           Managementof all Company day-to-day operations within budgets adopted by the Company fromtime to time;

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

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

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

 

## 1.3           Except with the priorwritten consent of the Company, Employee will not during the term of thisAgreement undertake or engage in any other employment or occupation.  It is understood that Russell is an owner intwo businesses unrelated to the Company and that these entities are in no wayin market competition with the Company. Such entities do from time to time require the tertiary involvement ofRussell.  This provision shall notpreclude membership in professional societies, lecturing or the acceptance ofhonorary positions, that are in any case incidental to Employee’s employment bythe Company and which are not adverse or antagonistic to the Company, itsbusiness or prospects, financial or otherwise.

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2.             TERMOF AGREEMENT/EARLY TERMINATION

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

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

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

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### (b)           atany time with Cause without notice.  Insuch case, Employee will receive, as the only obligation of the Company toEmployee, his Base Compensation earned through the date of termination but notyet paid to Employee.  For the purposesof this Agreement and except as set forth elsewhere herein, Cause shall meanthe good faith determination by the Company that:

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#### (i)            Employeehas committed a material breach of an obligation to the Company under the termsof this Agreement;

 

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#### (ii)           Employeehas neglected, failed or refused to perform his duties hereunder (other than asa result of physical or mental illness);

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#### (iii)          Employeehas failed to timely progress towards the goals assigned to Employee by theCompany from time to time;

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

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#### (v)           Employeehas committed a willful or intentional act that could reasonably be expected toinjure the reputation, business, or business relationships of the Company orEmployee’s reputation or business relationships;

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#### (vi)          Employeehas perpetrated an intentional fraud against or affecting the Company or anycustomer, supplier, client, agent, or employee thereof; or

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#### (vii)         Employeehas been convicted (including conviction on a nolo contendere, no contest, orsimilar plea) of a felony or any crime involving fraud, dishonesty, or moralturpitude.

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With respect to any of the matters set forth in (i) -(iii) above, the Company must give Employee notice of the deficiency and areasonable opportunity to correct the deficiency prior to termination.  In the event that the Company has givennotice of a deficiency and makes a determination that the deficiency has notbeen cured within a reasonable period of time, Employee’s employment may beterminated for Cause.

 

### (c)           automaticallyupon the death of Employee.  In suchevent, the Company shall pay Employee’s estate the Base Compensation earnedthrough the date of his death but not yet paid to Employee, any declaredbonus(es) not yet paid and Base Compensation through the Term of thisAgreement.  Upon Employee’s death, anygranted stock options, warrants and stock grants held by Employee shallimmediately vest and be exercisable by Employee’s heirs, executors,administrators or personal representatives in accordance with the then currentStock Option Plan of the Company.

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

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

 

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### the closing of the Change ofControl event.  For the purposes of thisAgreement, Change of Control shall mean:

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#### (i)            Theacquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of fifty percent (50%) or more of either (A) thethen-outstanding shares of common stock of the Company (the “OutstandingCompany Common Stock”) or (B) the combined voting power of thethen-outstanding voting securities of the Company entitled to vote generally inthe election of directors (the “Outstanding Company Voting Securities”);provided, however, that, for purposes of this Section 2.2(e)), thefollowing acquisitions shall not constitute a Change of Control:  (i) any acquisition directly from theCompany, (ii) any acquisition by the Company, or (iii) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any Affiliated Company;

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#### (ii)           Consummationof a reorganization, merger, statutory share exchange or consolidation orsimilar corporate transaction involving the Company or the acquisition ofassets or stock of another entity by the Company (each, a “Business Combination”),in each case unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities that were the beneficialowners of the outstanding Company common stock and the outstanding Companyvoting securities immediately prior to such Business Combination beneficiallyown, directly or indirectly, more than 50% of the then-outstanding shares ofcommon stock and the combined voting power of the then-outstanding votingsecurities entitled to vote generally in the election of directors, as the casemay be, of the corporation resulting from such Business Combination (including,without limitation, a corporation that, as a result of such transaction, ownsthe Company or all or substantially all of the Company’s assets either directlyor through one or more subsidiaries) in substantially the same proportions astheir ownership immediately prior to such Business Combination of theoutstanding Company common stock and the outstanding Company voting securities,as the case may be, and (B) no Person (excluding any corporation resultingfrom 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, thethen-outstanding shares of common stock of the corporation resulting from suchBusiness Combination or the combined voting power of the then-outstandingvoting securities of such corporation, except to the extent that such ownershipexisted prior to the Business Combination;

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#### (iii)          Atransfer, sale or disposition of all or substantially all of the operatingassets of the Company to an unrelated party;

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#### (iv)          Approvalby the shareholders of the Company of a complete liquidation or dissolution ofthe Company; or

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#### (v)           Anytime 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 ofthe Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election, or nomination for election by theCompany’s shareholders, was 

 

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#### approved by a vote of at leasta majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board.

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## 2.3           Despite the Term ofthis Agreement set forth in Section 2.1 above, Employee shall have theright to terminate this Agreement upon ninety (90) days prior written notice tothe Company for any reason provided the Company may waive the noticeperiod.  In such event, Employee willreceive as the sole obligation of the Company to Employee his Base Compensationearned through the date of termination but not yet paid to Employee.

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## 2.4           Russell shall beentitled to terminate his employment with the Company for “Good Reason,” inwhich case Russell will receive as the only obligation of the Company toRussell any portion of his Base Compensation earned through the date oftermination, 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) asubstantial diminution in Russell’s duties; (ii) any direction orrequirement that Russell engage in conduct that could reasonably be construedto violate local, state or federal law; and (iii) failure to pay basesalary due pursuant to this Agreement in a timely manner.

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

 

3.             COMPENSATION.

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## 3.1           Base Compensation.  During the Term hereof, Base Compensationshall be payable to Employee based on an annual rate of Two Hundred ThousandDollars ($200,000.00).  Said BaseCompensation shall be payable monthly in arrears in accordance with the Company’sregular payroll procedures, policies and practices.  Base Compensation shall be reviewed and adjustedannually by the Company as it deems appropriate.

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## 3.2           IncentiveCompensation.

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

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### (b)           AnnualBonus.  On the condition that theCompany, 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 hisefforts for the Company have otherwise been satisfactory, the Company will payto Employee, on or before forty-five (45) days following Employee’s initialtwelve (12) months with the Company and on or before forty-five (45) days afterthe second twelve (12) months with the Company and upon the last day of thisAgreement, so long as Employee remains an employee of the Company on the datethe bonus payment was earned, an annual bonus in the amount of no less thanfifty percent (50%) of Employee’s Base Compensation for the foregoing twelve(12) month period.

 

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### (c)           2007Performance Bonus and Restricted Stock Grant.  On the condition that the Company completes a“Bankable Engineering Document” as determined by the Board of Directors of theCompany during calendar year 2007, the Company will pay to Employee FifteenThousand Dollars ($15,000.00) and grant to Employee a Restrictive Stock Grantof 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 Grantwill be provided pursuant to a Restricted Stock Grant Award Agreement.

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

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### (e)           2008Performance Bonus and Restricted Stock Grant.  On the condition that the Company receives afavorable Record of Decision on the Mount Hope Mine (the “ROD”) within the termof 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) daysof the receipt of the ROD, which Restricted Stock Grant will be providedpursuant to a Restricted Stock Grant Award Agreement.

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### (f)            Completionof Financing of Mount Hope Mine.  Ifduring the term of this Agreement the Company obtains sufficient financing tocommence operation of the Mount Hope Mine, Employee shall be eligible for abonus in an amount as determined by the Company, but no less than One HundredThousand Dollars ($100,000.00), taking into account Employee’s contribution tothis effort.

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### (g)           Commencementof 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 EmployeeTwo Hundred Thousand Dollars ($200,000.00) and grant to Employee a RestrictedStock 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 StockGrant Award Agreement.

 

The decision as to whether the Company has achievedany of the goals set forth pursuant to this Section 3.2 shall bedetermined by the Company’s Board of Directors. The Restricted Stock Grant Award Agreement shall mean the RestrictedStock Grant Award Agreement prepared by the Company for Restricted Stock Grantsto employees of the Company as amended from time to time.

 

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## 3.3           BusinessExpenses/Reimbursement of Disallowed Expenses.  The Company shall also reimburse Employee forother reasonable and necessary business expenses in connection with theperformance by Employee of his duties or services hereunder, includingbusiness, entertainment and travel, subject to compliance with such policiesregarding expenses and expense reimbursements as may be adopted from time totime by the Company.  If any compensationpayment, medical reimbursement, employee fringe benefit, expense allowancepayment or other expense incurred by the Company for the benefit of Employee isdisallowed in whole or in part as a deductible expense of the Company forfederal 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 theCompany, Employee authorizes the Company to withhold amounts from Employeefuture compensation payments until the amount owed to the Company has beenfully recovered.  The Company shall notbe required to legally defend any proposed disallowance and the amount requiredto be reimbursed by Employee shall be the amount, as finally determined byagreement or otherwise, which is actually disallowed as a deduction.  This legally enforceable obligation is inaccordance with the provisions of Revenue Ruling 69-115 and is for thepurpose of entitling Employee to a business expense deduction for the taxableyear in which the repayment is made to the Company.  In this manner, the Company shall beprotected from having to bear the entire burden of a disallowed expense item.

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## 3.4           FringeBenefits.  During the term ofEmployee’s employment by Company, Employee shall be entitled to participate inthe retirement and health and welfare benefits offered generally by Company toits employees, to the extent that Employee’s position, tenure, salary, health,and other qualifications make Employee eligible to participate.  Employee’s participation in such benefitsshall be subject to the terms of the applicable plans, as the same may beamended from time to time.  Company doesnot guarantee the adoption or continuance of any particular employee benefitduring Employee’s employment, and nothing in this Agreement is intended to, orshall in any way restrict the right of Company, to amend, modify or terminateany of its benefits during the Term of this Agreement.  Employee also will be entitled to all normaland customary perquisites of employment, including paid-time-off, available toemployees of the Company at Employee’s level, subject to the stated terms andconditions of such perquisites.

 

4.             DISCLOSUREOF INFORMATION

 

## 4.1           Employee acknowledgesthat he will receive access to confidential and proprietary businessinformation or trade secrets (“Confidential Information”) about the Company,that this information was obtained by the Company at great expense and iszealously guarded by the Company from unauthorized disclosure, and that Employee’spossession of this special knowledge is due solely to Employee’s employmentwith the Company.  In recognition of theforegoing, Employee will not at any time during employment or followingtermination of employment for any reason, disclose, use or make otherwiseavailable to any third party any Confidential Information relating to theCompany’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 termplans; current and prospective dealer, customer, vendor, supplier anddistributor lists, contacts and information; financial, personnel andinformation system information; and any other information concerning the 

 

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

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## 4.2           Upon termination ofemployment with the Company, Employee shall deliver to a designated Companyrepresentative all records, documents, hardware, software, and all otherCompany property in whatever form and all copies thereof in Employee’spossession.  Employee acknowledges andagrees that all such materials are the sole property of the Company and thatEmployee will certify in writing to the Company at the time of termination thatEmployee has complied with this obligation.

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5.             DISCLOSUREAND ASSIGNMENT OF INVENTIONS

 

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

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

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## 5.3           Employee furtheragrees, without charge to the Company but at its expense, to assist the Companyin every proper way and execute, acknowledge and deliver, during and afteremployment by the Company, all such documents necessary and perform such otherlegal acts as may be necessary, in the opinion of the Company, to obtain ormaintain United States or foreign patents or other proprietary protection, forany and all Inventions made during his employment by the Company in any and allcountries, and to vest title therein to the Company.

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

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## 5.5           Employee further agreesthat prior to separation from employment with the Company for any reason, Employeeshall disclose to the Company, in a written report, all Inventions, the rightsto 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.             RESTRICTIVECOVENANTS

 

## 6.1           Non-Solicitation.

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

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### (b)           Employeespecifically acknowledges that the Confidential Information described in 4.1also includes confidential data pertaining to current and prospective employeesand agents of the Company, and Employee further agrees that during Employee’semployment with the Company and for the twelve (12) months followingtermination of employment for any reason, Employee will not directly orindirectly solicit, on his own behalf or on behalf of any other person orentity, the services of any person who is an employee or agent of the Companyor solicit any of the Company’s employees or agents to terminate theiremployment or agency with the Company.

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

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

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## 6.2           Non-Competition.

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

 

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### Company will have no obligationto provide legal representation to Employee in the event a prior employer orother third party brings or threatens to bring an action against Employee forviolating any such agreements; that the Company may elect, at its solediscretion, to provide legal representation to Employee but Employee may berequired to reimburse the Company for any legal expenses paid on Employee’sbehalf in the event Employee is found to have violated any such agreements; andthat Employee may be terminated in the event the Company determines thatEmployee may have violated any such agreements. Despite anything to the contrary herein, termination based upon theCompany’s determination that Employee has violated this Section 6.2 shallbe considered termination for Cause.

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### (b)           Employeecovenants and agrees that during Employee’s employment with the Company and forthe twelve (12) months following termination of employment for any reason, hewill not, in any geographic market or in the molybdenum market anywhere whichEmployee worked on behalf of the Company during the twenty-four (24) monthspreceding his termination of employment, engage in or carry on, directly orindirectly, as an owner, employee, agent, associate, consultant or in any othercapacity, a business competitive with that conducted by the Company.  A “business competitive with that conductedby the Company” shall mean any business or activity involved in the discoveryor mining of molybdenum.  To “engage inor 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 notlimited to the following areas: operations, sales, marketing, manufacturing, procurement or sourcing,purchasing, customer service, distribution, product planning, research, designor development.

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

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7.             NOTICES

 

Any notice, consent, approval, request, demand orother communication required or permitted hereunder must be in writing to beeffective and shall be deemed delivered and received (i) if personallydelivered or if delivered by telex or telecopy with electronic confirmationwhen actually received by the party to whom sent, or (ii) if delivered bymail (whether actually received or not), at the close of business on the fifthbusiness day next following the day when placed in the federal mail, postageprepaid, certified or registered mail, return receipt requested, addressed asfollows:

 
| 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 specifyby written notice so given)

 

8.             LEGALREQUIREMENTS

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Employee represents and warrants that, during the termof this Agreement (and thereafter for so long as Employee remains an employeeof the Company), Employee shall comply with all legal requirements imposed byEnvironmental Laws imposed by any local, state or federal authority and the rules andregulations promulgated by any such entity. For the purposes of this Agreement, Environmental Law shall mean alllocal, 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 respectswith, and shall use his best efforts, within the scope of his duties, to causethe Company to comply with, all other applicable laws and regulations governingthe Company including, without limitation, all environmental laws andregulations.

 

9.             NOIMPLIED WAIVERS

 

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

 

10.           HEADINGS

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

 

11.           GOVERNINGLAW; JURISDICTION

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This Agreement shall be governed by and construedunder Idaho law, without regard to its conflict of laws principles.  The parties agree that any litigation in anyway relating to this Agreement shall be venued in either federal or state courtin Shoshone County, Idaho, and Employee hereby consents to the personaljurisdiction of these courts and waives any objection that such venue isinconvenient or improper.

 

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**12.****          WAIVEROF JURY TRIAL**

 

**TO THE FULLEST EXTENT PERMITTED BY LAW, EMPLOYEEAND COMPANY HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURYIN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OROTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ENFORCEMENTTHEREOF.**

 

13.           COMPLETEAGREEMENT - AMENDMENTS - PRIOR AGREEMENTS

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

 

14.           INVALIDITY

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The invalidity or lack of enforceability of anyparticular provision in this Agreement shall not affect the other provisionshereof, and this Agreement shall be construed in all other respects as thoughsuch invalid or unenforceable provisions were permitted.  Moreover, the parties agree to replace orhave a Court replace such invalid provisions with a substitute provision thatwill satisfy the intent of the parties.

 

15.           SURVIVAL

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

 

16.           BINDINGOBLIGATIONS

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The Employee and the Company acknowledge andunderstand that, unless expressly stated above, Employee’s obligationshereunder shall not be affected by the reasons for, circumstances of, oridentity of the party who initiates the termination of Employee’s employmentwith the Company.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the dates set forth below, effective as of the date firstset 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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