Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.3









SECOND
AMENDMENT AND RATIFICATION OF ASSIGNMENT
AGREEMENT
WITH CONTINGENT RIGHT OF REVERTER
Effective
August 10, 2005


KNOWN 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 then lease applications which became mineral leases 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 jurisdiction of
the Company Act (British Columbia) to the jurisdiction of the Canada
Business Corporations 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”);


WHREAS,
IMA, IMI, IIM and NWK amended the Agreement effective August 10, 2005 (“First
Amendment”) to extend the term of the Agreement and arrange for additional
consideration to IIM and NWK;


WHEREAS,
the First Amendment proved difficult for the TSX Venture Exchange (the “TSX.V”)
to quickly approve due to the complexity of evaluating the future share
consideration, and the parties prefer to avoid such a delay; and.


WHEREAS,
the parties now desire to rescind the First Amendment and ratify the Agreement
in all its terms except as modified, amended and changed to the extent and in
the manner hereinafter provided, effective as of August 10, 2005.


NOW
THEREFORE, in consideration of Fifty Thousand (50,000) common shares of IMA to
be issued to IIM, as soon as practicable after approval of this amendment by
the TSX V, 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.         Revoke the First
Amendment and replace it in its entirety with this Second Amendment and
Ratification of Assignment Agreement with Contingent Right of Reverter (the
“Second Amendment”) effective as of August 10, 2005.

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

3.         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 an additional Fifty Thousand (50,000) common shares as consideration for
this Second Amendment, 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.








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
IMA, 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 Second Amendment
and all share issuances contemplated herein are subject to the approval of the
TSX V.






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 herein amended, on the
respective heirs, executors, administrators, successors or assigns of the
undersigned.


This
Second Amendment may be executed in counterparts and a facsimile of the
executed signature page shall constitute an original for all purposes.


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

	IIM:	 IMA:
	IDAHO INDUSTRIAL MINERALS LLC. 	i-minerals,
inc.
	 	 
	 	 
	 By   /s/
W. Robert Lemke                        
	 By   /s/ Roger Kauffman                          

	____________President	_____________President
	 	 
	 	 
	 NWK: 	IMI:
	Northwest
Kaolin, INC.	 i-minerals USA, inc.
	 	 
	 	 
	By   /s/
W. Robert Lemke                                   
	By    /s/ Roger Kauffman                          

	____________President	____________President






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

Dated
Effective 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,
  S2/2SW1/4SE1/2, 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
  (SE1/4SE1/3)

  Lot 2
  (SW1/4SE1/4)

  Lot  3
  (SE1/4SW1/4)

  Lot 4
  (SW1/4SW1/4)

  W1/3NW1/4,
  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, SE1/4 SE1/4

  Lot 2
  (NW1/4NW1/4), Lot 3 (SW1/4NE1/4),

  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, N1/3SW1/4,
  S1/2NE1/4
  	
  414
  
	
  9293
  	
  40 North
  	
  1 West
  	
  17
  	
  NW1/4, N1/2NE1/4,
  SE1/4NE1/4, NW1/4SE1/4
  	
  320