EXHIBIT 99.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 1st day of
January, 2002, by and between RUBY MINING COMPANY, a Colorado corporation
("Ruby") and XXXXXX X. XXXXXXXXXX ("Consultant").
WHEREAS, Consultant is an attorney duly licensed in the State of Georgia to
practice law and is a member in good standing of the State Bar of Georgia: and
WHEREAS, Ruby desires to have Consultant provide legal consulting services
to and for it and Consultant desires to so provide such services;
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties hereto covenant and agree as follows:
1. For a period of two months, beginning on January 1, 2002, (the
"Consulting Period"), Consultant shall serve as a consultant and legal
advisor to Ruby on matters relating to general corporate law and other
matters and shall assist the law firm serving as Ruby's general legal
counsel in the preparation of certain agreements, instruments, filings with
governmental agencies and other legal documents.
2. During the Consulting period, Ruby shall be entitled to Consultant's
services for reasonable times when and to the extent reasonably requested
by, and subject to the reasonable direction of, Ruby's Chairman and Chief
Executive Officer.
3. Consultant's services shall be rendered from his office or home, unless
by mutual agreement from time to time arrangements are made for those
services to be rendered elsewhere. Reasonable travel and living expenses
necessarily incurred by Consultant to render services at locations other
than his office or home shall be reimbursed by Ruby promptly upon receipt
of proper invoices and statements with regard to the nature and amount of
those expenses.
4. Consultant shall have no authority to bind Ruby by or obtain any
obligation, agreement, promise, or representation without first obtaining
the written approval of the Chief Executive Officer of Ruby. Consultant
shall not incur any liability on behalf of Ruby or in any way represent or
bind Ruby in any manner or thing whatsoever and nothing herein shall be
deemed to constitute either party the agent or representative of the other.
Ruby shall indemnify and hold Consultant harmless from and against any
liability resulting from the performance of the consulting services
hereunder.
5. In consideration of Consultant's entering into this Agreement, Ruby has
agreed to issue to Consultant on or before January 31, 2002, 200,000 shares
of Ruby's Common Stock (the "Shares") with an agreed value equal to the
average closing price of shares in Ruby's stock as traded on the Over the
Counter: Bulletin Board exchange during the period from January 2, 2002,
and the date of registration of the shares described herein.
6. Ruby agrees to file an S-8 Registration Statement on or before January
31, 2002 to register the shares for sale.
7. Consultant understands and agrees that he is an independent contractor
rather than an employee or agent of Ruby.
8. Consultant shall be responsible for withholding, paying and reporting
any and all required federal, state or local income, employment and other
taxes and charges. Consultant understands and agrees that Ruby will make no
deduction from payments to Consultant for federal or state tax
withholdings, social security, unemployment, worker's compensation or
disability insurance.
9. Consultant agrees that he will not, without Ruby's prior consent,
disclose to anyone, any trade secrets of Ruby or any confidential,
non-public information relating to Ruby's business, operations or
prospects.
10. It is understood and agreed that the services of Consultant are unique
and personal in nature and neither Consultant nor Ruby shall delegate or
assign all or any portion of his or its required performance to any other
individual, firm or entity.
11. No waiver, amendment or modification of any provision of this Agreement
shall be effective unless in writing and signed by both parties. This
Agreement shall be binding upon and inure to the benefit of the heirs,
successors, permitted assigns and legal representatives of the parties.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes all prior negotiations,
discussions and other agreements with respect to the subject matter hereof.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Georgia. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEROF, this Agreement has been executed as of the 15th day of
January, 2002.
/s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
XXXX MINING COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, CEO
By: /s/ Xxxxxx X. Xxxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Xx., Secretary
