Employment Offer and Change of Control Agreement between Idaho General Mines, Inc. and Gregory E. McClain

Exhibit 10.35

Mr. Gregory E. McClain

P. O. Box 13046

Casa Grande, AZ   85223

Dear Greg:

Congratulations!  Idaho General Mines, Inc. is pleased to offer you the position of V.P. Business Development/Marketing.  The basic terms of our offer follow.  You will report directly to me.  Your base salary will be $14,167 per month ($170,000 annually) paid monthly.  In addition, you will be eligible for an annual bonus up to 30% of base pay based on the Company’s determination of your achievement of assigned objectives.

Assuming you choose to accept our offer, we would like to set a tentative start date on or before September 4, 2007.

Our offer also includes a sign-on bonus of $75,000 which will be paid in two payments.  The first payment of $50,000 will be paid after 30 days of consecutive employment and the second payment of $25,000 will be paid after 6 months of consecutive employment and mutually agreed consideration for disability insurance.

Additionally, you will be granted options to purchase 150,000 shares of Common Stock in the Company effective the date of your employment.  The shares will vest as follows:  50,000 effective the date of your employment, 50,000 on the first anniversary of the grant date and 50,000 on the second anniversary of the grant date.  (You must be an employee of the Company on the vesting date.) The exercise of options will be in accordance with a Stock Option Agreement and the Company’s 2006 Equity Incentive Plan.

Our offer and your employment are contingent upon satisfactory completion of a background check and drug screen.  As part of your employment paperwork, federal law requires that we verify your eligibility for employment in the United States.  You will need to present your original social security card or valid passport.

You are granted three weeks of vacation per year.  In accordance with current Company policy, vacation is accrued at the rate of ten hours per month.

Your total compensation includes an opportunity to participate in the Idaho General Mines, Inc. retirement and health and welfare benefit plans, subject to the terms of the applicable plans.

While we hope that you are with us for a long time, it is important that you understand that this is dependent upon both you and Idaho General Mines, Inc. continuing to consider the employment relationship to be of mutual benefit.  Either you or Idaho General Mines, Inc. may terminate the employment relationship at will at any time.

I look forward to working with you as a member of our Idaho General Mines, Inc. team.  If you have any questions regarding this offer, please call me at ###-###-####.

Idaho General Mines, Inc. 10 N. Post Street, Suite 610, Spokane, WA  99201

Phone ###-###-####, Fax ###-###-####, www.idahogeneralmines.com AMEX:GMO

Mr. Gregory E. McClain

P. O. Box 13046

Casa Grande, AZ   85223

Dear Greg:

This is a follow up to my letter to you of July 25, 2007 and our subsequent conversations.  Please consider the offer extended to you by our July 25, 2007 letter to be amended by this letter.  More specifically, your employment with the Company shall contain a change of control provision.  If your employment is terminated by the Company as a result of a “Change of Control,” the Company shall pay to you, upon the effective date of the “Change of Control” event, two (2) years of your annual salary.  Furthermore, all granted stock options will vest upon the effective date of the closing of the Change of Control event.  For the purposes of this obligation a “Change of Control” shall mean:

(1)           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 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 paragraph (1), 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;

(2)           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 indirectly, 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;

(3)           a sale or disposition of all or substantially all of the operating assets of the Company to an unrelated party; or

(4)           approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Except as specifically modified by this letter, the terms and conditions of your employment shall be as stated in the Company’s letter to you of July 25, 2007.

Idaho General Mines, Inc. 10 N. Post Street, Suite 610, Spokane, WA  99201

Phone ###-###-####, Fax ###-###-####, www.idahogeneralmines.com AMEX:GMO

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