Filed by Avantafile.com - I-Minerals Inc. - Exhibit 10.4









THIRD AMENDMENT
AND RATIFICATION OF ASSIGNMENT
AGREEMENT 

WITH CONTINGENT RIGHT OF REVERTER

Effective
August 10, 2008


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 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 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”); 


WHEREAS, 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complexity of evaluating the future share consideration, and the parties rescinded
the First Amendment and ratified the Agreement in all its terms, except as
modified, amended and changed by the Second Amendment And Ratification Of Assignment
Agreement With Contingent Right Of Reverter
effective as of August 10, 2005 (“Second Amendment”), which included an
extension of the Term.


NOW
THEREFORE, in consideration of Fifty Thousand (50,000) warrants of IMA exercisable
by IIM at a cost of C$0.70/common share within two years, 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:

	Second  Amendment and Ratification	1







1.  Replace in its entirety Section 1.4 of
the Agreement such that the new Section 1.4 of the Agreement will read:



1.4       Term. 
The Term of this Agreement shall commence on the Effective Date and shall
continue for a period of nine (9) years (the “Term”), unless
sooner terminated as provided in this Agreement.




2. Ratify, adopt and confirm the Agreement
in all its terms and provisions as previously modified, amended and changed and
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.



3. 
This Third Amendment And Ratification Of Assignment Agreement With
Contingent Right Of Reverter (“Third
Amendment”) is 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 and previously amended,
is binding on each of us and on the respective heirs, executors, administrators,
successors or assigns of the undersigned.


This Third 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 Third Amendment has been executed effective as of the 10th Day
of August, 2008.  


	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




	Second  Amendment and Ratification	2







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

Dated Effective August 10, 2008
By and between i-minerals, inc.
and Idaho Industrial Minerals, LLC


MINERAL
LEASES HELD BY I-MINERALS USA, INC.
AS
OF AUGUST 10, 2008


	
  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
  




	Second  Amendment and Ratification	3







	
  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
  




	Second  Amendment and Ratification	4