EXHIBIT 99.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 15th day of
January, 2002, by and between RUBY MINING COMPANY, a Colorado corporation
("Ruby") and Xxxxxx Xxxxx ("Consultant").
WHEREAS, Consultant has extensive knowledge and experience in dealing with
investment dealers in matters regarding introduction of new companies and
educating investment personnel with respect to the new companies; and
WHEREAS, a previous agreement with consultant did not provide enough
compensation for Consultant following a significant reduction the value of
Ruby's share price; and
WHEREAS, Ruby desires to have Consultant provide 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 twelve months, beginning on November 1, 2001 (the
"Consulting Period"), Consultant shall serve as a consultant and advisor to Ruby
on matters relating to the introduction of Ruby to investment dealers and in
educating investment dealers about Ruby.
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, or, at
Ruby's request, from Ruby's executive offices. Reasonable travel and living
expenses necessarily incurred by Consultant to render services at locations
other than his office or home or from Ruby's offices, 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 bid price of Ruby's Common Stock during the month of January, 2002.
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 she 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 she 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 Xxxxx
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Xxxxxx Xxxxx
RUBY 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
