EXHIBIT 99.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of the 15th day
of September, 2001, by and between RUBY MINING COMPANY, a Colorado corporation
("Ruby") and JONATHAN LEWIS, a resident of Nevis, West Indies ("Consultant").
WHEREAS, Ruby desires to have Consultant provide necessary and
extremely valuable international consulting services to and for it and
Consultant is qualified to provide such services and desires to 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 (2) years, beginning on September 15, 2001 (the
"Consulting Period"), Consultant shall consult with Ruby regarding, and assist
Ruby in, the following: (i) negotiating and securing permits and licenses for
historic shipwreck exploration and excavation for Ruby from Caribbean island
nations and Central and South American nations, (ii) locating potential
acquisition targets and potential joint venture and merger partners for Ruby
(primarily those in foreign jurisdictions) that would serve to expand and
otherwise further the international business interests of Ruby, (iii) assisting
Ruby in its dealings with requisite international treasury requirements,
including, but not limited to, helping Ruby establish proper protocols and
contingencies designed to protect Ruby from losses resulting from foreign
currency fluctuations and to expedite the conversion of foreign currencies to
United States Dollars, (iv) assisting Ruby in establishing appropriate foreign
banking and related relationships in the foreign countries in which it is
conducting operations, (v) assisting the management of Ruby in structuring and
organizing foreign operations so as to minimize taxation by foreign authorities
and avoid duplicitous tax levies by the United States Government and foreign
governments, (vi) assisting Ruby's management in locating and securing the
services of qualified candidates to serve as directors, officers, consultants,
and employees for Ruby's foreign subsidiaries, and (vii) assisting in the
development of growth and operational strategies and plans, principally as they
pertain to foreign entities and activities, for Ruby and its subsidiaries.
2. Notwithstanding Section 1 above, Ruby or Consultant shall have the
right to terminate this Agreement for non-performance, which shall be given in
writing sixty (60) days prior to termination of the Agreement.
3. 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.
4. 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.
5. 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.
6. In consideration of Consultant's entering into this Agreement, Ruby
has agreed to issue to Consultant, on or before September 30, 2001, 540,000
shares of Ruby's Common Stock (the "Shares").
7. Ruby agrees to file an S-8 Registration Statement on or before
September 30, 2001 to register the Shares for sale.
8. Consultant understands and agrees that he is an independent contrac-
tor rather than an employee or agent of Ruby.
9. 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.
10. 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.
11. 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.
12. 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 September, 2001 by and between Consultant and Ruby.
/s/ Jonathan Lewis
-----------------------------------------
Jonathan Lewis
RUBY MINING COMPANY
By: /s/ Herbert C. Leeming
--------------------------------------
Herbert C. Leeming
CEO