EXHIBIT 99.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 1st day of
July, 2001, 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 July 1, 2001 (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 August 6, 2001, 175,000
shares of Ruby's Common Stock (the "Shares") with an agreed value equal
to the price of shares offered in Ruby's next Private Placement
Offering contemplated to be issued by Ruby during the Consulting
Period.
6. Ruby agrees to file an S-8 Registration Statement on or before
August 10, 2001 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 1st day of July,
2001.
/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
