Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.2









AMENDMENT
AND RATIFICATION OF ASSIGNMENT
AGREEMENT WITH CONTINGENT RIGHT OF REVERTER


KNOW ALL
MEN BY THESE PRESENTS THAT:


WHEREAS, by
that certain Assignment
Agreement with Contingent Right of Reverter (hereafter the “Agreement”) made
effective as of August 10, 2002 (the “Effective Date”), i-minerals inc. 
(formerly Alchemy Ventures, Ltd. “ALY”) a company incorporated pursuant to the
Canada Business Corporations Act  (“IMA”), received certain state mineral lease
applications from Idaho Industrial Minerals, LLC., an Idaho limited liability
company (“IIM”) and Northwest Kaolin, Inc., an Idaho corporation (“NWK”),
collectively, referred to hereinafter as the “Parties”.


WHEREAS, a
Memorandum of Assignment Agreement with Contingent Right of Reverter was
recorded for notice purposes in the Latah County Recorder’s office at Moscow, ID covering the lease applications as more completely described on Exhibit A,
attached hereto and incorporated herein.


WHEREAS, ALY changed its name to i-minerals inc. and was
continued from the jurisdiction of the Company Act (British Columbia) to
the jurisdiction of the Canada Business Corporation Act on January 22, 2004 and
its wholly owned subsidiary, AlchemyKaolin, Inc., an Idaho incorporated
company, changed its name to i-minerals, USA inc. in February 2005. (“IMI”);
and


WHEREAS,
the undersigned desire to ratify the Agreement in all its terms except as
modified, amended and changed to the extent and in the manner hereinafter
provided.


NOW
THEREFORE, in consideration of the premises and the sum of Ten dollars ($10.00)
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, we, the undersigned, and each for itself, himself and
herself, as the case may be, do hereby:



1.  Replace all references to Alchemy
Ventures, Ltd. (“ALY”) with i-minerals inc. (“IMA”), respectively, throughout
the Agreement, except as herein amended.

 2. Replace in their entirety the sections of
the Agreement corresponding to the subsequent numbered sections such that the
wording at each such replaced section of the Agreement will read:






1.2 Accord and
Satisfaction.  The Parties agree that with the issuance of a total of
1,750,000 common shares, plus such additional shares as represented by the
interest accumulation calculated pursuant to Section 2.6 (Additional
Consideration), of IMA to IIM, IIM releases any and all interest in the Lease
Applications, Leases and Properties, as those capitalized terms are defined in
the Agreement, and that IIM acknowledges that it has received full and final
consideration of the transfer of the rights to the Lease Applications to IMI.







  1.4       Term. 
    The Term of this Agreement shall commence on the Effective Date and shall
    continue for a period of six (6) years (the “Term”), unless
    sooner terminated as provided in this Agreement.

  
    2.1.2  Upon Completion of a Feasibility Study.  Not later than
      thirty (30) days after completion of a Feasibility Study, IMA shall deliver to
      IIM, Four Hundred Thousand (400,000) common shares of IMA and such additional
      shares as calculated according to Section 2.6 (Additional Consideration),
      subject to any hold periods and all other restrictions as may be imposed by the
      TSX Venture Exchange (the “TSX.V”). 

    2.1.4  Upon Completion of a Permitting Process.  Not later than
      thirty (30) days after completion of the Permitting Process, IMA shall deliver
      to IIM, Five Hundred Thousand (500,000) common shares of IMA such additional
      shares as calculated according to Section 2.6 (Additional Consideration)
      subject to any hold periods and all other restrictions as may be imposed by the
      TSX.V.  The “Permitting Process” means the activities and time period required
      to obtain all federal, state or local government permits, licenses or other
      approvals (including water rights) necessary for IMI (or its successors,
      subsidiaries or affiliates), to construct and operate commercial mining and
      beneficiation facilities on the Properties, including, if required, through the
      development of a Production Plant.

    2.1.5    On
      Completion of a Production Plant and First Delivery of Commercial Product. 
      Not later than thirty (30) days after completion of the first delivery of a
      Commercial Product from a Production Plant, IMA shall deliver to IIM, Four
      Hundred Thousand (400,000) common shares of IMA such additional shares as
      calculated according to Section 2.6 (Additional Consideration) subject to any hold
      periods and all other restrictions as may be imposed by the TSX.V.  The “first
      delivery of Commercial Product” shall be when IMI (or its successors,
      subsidiaries or affiliates),sells the product from beneficiating Mineral(s) in
      its Production Plant to a third-party end user or agent or broker for end users
      in commercially reasonable quantities at a cash amount representing the fair
      market value for the product so delivered.

  



3. 
  Add to the Agreement Section 2.6 Additional Consideration to read as
  follows:








2.6  Additional
Consideration.  IIM shall receive compensation for time delays in IMI (or
its successors, subsidiaries or affiliates) meeting the performance objectives
as described in the Agreement, independent of whether such delays are within or
outside of IMI’s control.  Such compensation shall be calculated by attributing
interest to such delays based on an interest rate calculated by equal
weightings of the Prime Bank Lending Rate and the 10 year United States Treasury Bill as quoted daily in The Wall Street Journal as of the third
anniversary date of this Agreement (the “Interest Rate”).  The Interest Rate
shall be applied against the value of the 1,300,000 un-issued shares (the
“Un-issued Shares”) as of the third anniversary date of this Agreement.   The
Un-issued Shares shall each have a deemed value equal to the closing price of
IMA’s shares on the TSX Venture Exchange as of the third anniversary date of
this Agreement (the “Deemed Share Value”).  The value of such interest
accumulation shall be calculated by multiplying the portion of the Un-issued
shares due on achievement of the milestone by the Deemed Share Value by the
Interest Rate by the period of time from the third anniversary of this
Agreement to the achievement of the milestone (the “Interest Accumulation”). 
For purposes on an example only, if the Interest Rate is 6%, the Deemed Share
Value $0.25 and the 400,000 shares due on completion of a feasibility study
were delivered 15 months after the third anniversary of the agreement, the
related Interest Accumulation would be 400,000 * 0.25 *0.06 * 15/12 = $7,500. 
The interest accumulation shall be paid to IIM in additional common shares of
IMA.  The number of shares to be issued shall be determined by dividing the
Interest Accumulation by the market price of IMA shares as of the date IMA
declares the performance benchmark achieved where the market price is defined
by the policies of the TSX.V  Upon each performance achievement date thereafter
the value of Interest Accumulation related to all remaining Un-issed Shares shall
be calculated and paid to IIM in the same manner; provided, the “Un-issued
Shares” and “Deemed Share Value” shall be recalculated and reset, respectively,
in similar manner at each subsequently achieved milestone.




4. Ratify, adopt and confirm the Agreement
in all its terms and provisions as modified, amended and changed herein, and do
hereby grant, convey and assign said Lease Applications, Leases and Properties,
as more fully described in Exhibit A attached hereto and incorporated by this
reference, which description supercedes and replaces all previous descriptions
of the Lease Applications, Leases and Properties, unto i-minerals, Inc., its
successors, subsidiaries, affiliates and assigns in interest, as fully and
completely as if it had originally been named as assignee in said Agreement.



5. 
This Amendment and Ratification and all share issuances contemplated herein are
subject to the approval of the TSX Venture Exchange.




We, the
undersigned, hereby declare that said Assignment Agreement with Contingent
Right of Reverter in all its terms and provisions, as herein amended, is
binding on us and each of us and is a valid and subsisting Assignment Agreement
with Contingent Right of Reverter, which is binding, as amended, on the
respective heirs, executors, administrators, successors or assigns of the
undersigned.


IN WITNESS WHEREOF,
this Amendment and Ratification has been executed as of the day and year first
above written. 


	
IIM: 	
IMA: 
	IDAHO INDUSTRIAL MINERALS LLC.	i-minerals,
Inc.
	 	 
	 	 
	 	 
	By  /s/ Robert Lemke                              	By   /s/
Roger Kauffman                                           
	        _______ President	        _______ President
	 	 
	 	 
	 	 
	
NWK:	IMI:
	Northwest Kaolin, Inc.	i-minerals
USA, Inc.
	 	 
	 	 
	 	 
	By     /s/ Robert Lemke               
	By   /s/ Roger Kauffman                                           

	        _______ President	        _______ President






EXHIBIT A
TO THAT CERTAIN
AMENDMENT AND RATIFICATION OF
ASSIGNMENT AGREEMENT WITH CONTINGENT RIGHT OF REVERTER


Dated August 10, 2005
By and between i-minerals, Inc.
and Idaho Industrial Minerals, LLC


MINERAL
LEASES HELD BY I-MINERALS USA, INC.
AS
OF AUGUST 10, 2005


	
  LEASE No.  	
  Township  	
  Range  	
  Section  	
  Legal Description  	
  Acres  
	
  9266  	
  41 North  	
  1 East  	
  18  	
  Lot 2 (SW1⁄4NW1⁄4), 

  NE1⁄4, E1⁄2NW1⁄4, W1⁄2SE1⁄4, W1⁄2SE1⁄4SE1⁄4  	
  381  
	
  9267  	
  41 North  	
  1 East  	
  17  	
  NW1⁄4, N1⁄2SW1⁄4, S1⁄2SW1⁄4SE1⁄4, SE1⁄4SE1⁄4, W1⁄2NE1⁄4,
  W1⁄2NE1⁄4NE1⁄4  	
  400  
	
  9268  	
  40 North  	
  1 West  	
    6  	
  Lot 9 (SW1⁄4NW1⁄4), 

  Lot 10 (NW1⁄4SW1⁄4), 

  Lot 11 (SW1⁄4SW1⁄4), 

  SE1⁄4NW1⁄4, E1⁄2SW1⁄4, SE1⁄4, SW1⁄4NE1⁄4  	
  451  
	
  9269  	
  40 North  	
  1 West  	
    8  	
  S1⁄2, NE1⁄4NE1⁄4, S1⁄2NE1⁄4  	
  440  
	
  9272  	
  41 North  	
  1 West  	
  23  	
  Lot 1 (NE1⁄4NE1⁄4)

  Lot 2 (NW1⁄4NW1⁄4)

  Lot 3 (SW1⁄4NW1⁄4)

  Lot 4 (SE1⁄4NE1⁄4)

  Lot 5 (NE1⁄4SE1⁄4)

  Lot 6 (NW1⁄4SW1⁄4)

  Lot 7 (SW1⁄4SW1⁄4)

  Lot 8 (SE1⁄4SE1⁄4)

  E1⁄2SW1⁄4, W1⁄2SE1⁄4  	
  485  
	
  9273  	
  41 North  	
  1 West  	
  22

  27  	
  NE1⁄4SW1⁄4

  Lot 1 (SE1⁄4SE1⁄4)

  Lot 2 (SW1⁄4SE1⁄4)

  Lot 3 (SE1⁄4SW1⁄4)

  Lot 4 (SW1⁄4SW1⁄4)

  W1⁄2NW1⁄4, SE1⁄4NW1⁄4, S1⁄2NE1⁄4, N1⁄2S1⁄2  	
  556  






	 9275 	 41 North 	 1 West 	 20

      24

      36 	 W1⁄2NE1⁄4, NE1⁄4NE1⁄4, W1⁄2SE1⁄4, SE1⁄4SE1⁄4

      Lot 2 (NW1⁄4NW1⁄4),

      Lot 3 (SW1⁄4NW1⁄4), 

      E1⁄2NW1⁄4, NW1⁄4NE1⁄4

      SW1⁄4SE1⁄4, E1⁄2SW1⁄4 	 562 
	 9276 	 41 North 	 1 West 	 21

      22 	 N1⁄2

      N1⁄2 	 640 
	 9279 	 41 North 	 1 West 	 16 	 Lot 3 (SE1⁄4SW1⁄4),

      Lot 4 (SW1⁄4SW1⁄4), 

      NW1⁄4, N1⁄2SW1⁄4, S1⁄2NE1⁄4 	 414 
	 9293 	 40 North 	 1 West 	 17 	 NW1⁄4, N1⁄2NE1⁄4, SE1⁄4NE1⁄4, NW1⁄4SE1⁄4 	 320