INDEPENDENT CONTRACTOR AGREEMENT FOR CONSULTING MANAGEMENT SERVICES

Exhibit 10.36

INDEPENDENT CONTRACTOR AGREEMENT

FOR

CONSULTING MANAGEMENT SERVICES

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is entered into as of the 1st day of January, 2009 (the “Effective Date”) by and between Goldrich Mining Company (“GRMC”), with its principal place of business located in Spokane, Washington, and Sharp Executive Associates, Inc and its owner, Ted R. Sharp (“Consultant”), Nampa, Idaho.

WHEREAS, GRMC and Consultant recognize that Consultant will provide certain services for GRMC as a consultant including but not limited to executive management functions and financial management functions; and

WHEREAS, GRMC and Consultant desire to enter into this Agreement setting forth the terms and conditions of the business relationship,

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of such consideration is expressly acknowledged by the parties, GRMC and Consultant hereby agree as follows:  

1.

Services .  Consultant shall be the Chief Financial Officer, Secretary, and Treasurer of GRMC, as of January 1, 2007, and shall perform the duties and responsibilities of those positions.  In addition, the Consultant shall provide such other executive management functions and financial management functions as may be requested by GRMC and acceptable to the Consultant.  Where appropriate, and consistent with prior practice, Consultant may assign certain tasks, such as traditional accounting, payroll, accounts payable and other services to the staff of Sharp Executive Associates who have applicable skills and experience to perform those tasks at costs lower than those associated with Consultant. For purposes of this Agreement, the duties and responsibilities of the Chief Financial Officer, Secretary and Treasurer and such additional services as are requested by GRMC and accepted by the Consultant shall be referred to as the "Services".

2.

Term.  The term of this Agreement is for a period commencing January 1, 2009 and ending December 31, 2009.  This Agreement may be terminated at anytime by either party upon receipt of reasonable notice.  Reasonable notice is defined as a written notice received by the other party not less than fifteen (15) days prior to the termination date.  The parties to this Agreement reserve the right to cancel this Agreement at any time by mutual agreement.

3.

Compensation .  

3.1.

Consulting Fee.  As consideration for performance of the Services, GRMC will pay Consultant and his staff at hourly rates according to the following table:

1

Monthly invoices will be limited to $9,075, with any unbilled amounts being carried over to following months and invoiced only to the extent that fees for such following month fall below $9,075, the amount of the monthly invoicing for 2008.  It is anticipated that once the annual audit and SEC filing activities are complete during the beginning months of 2009, that monthly effort will be significantly lower than 2008, unless GRMC is successful in a funding that will increase transaction volume.

3.2.

Payment .  The consulting fee payable to Consultant is payable by GRMC within fifteen (15) days of receipt of  an invoice for Services from the Consultant.

3.3.

Expenses . GRMC will reimburse the Consultant for all his reasonable expenses incurred in the course of performing his duties with the exception of those expenses involved in commuting to and from his home and principal business office in Nampa, Idaho and Spokane, Washington, including his living expenses while in Spokane. Also excepted are any rental or usage fees for the Consultant’s business office in Nampa, Idaho, and for use of the office equipment therein. Consultant’s applicable telecommunications and office consumables are reimbursable expenses. Individual expense greater than $1,000 are subject to prior approval of the President. Advances up to $5,000 per month may be provided to Consultant at the discretion of the President. Consultant will provide a monthly expense accounting on a timely basis and on a form to be provided by GRMC. All Consultant’s monthly expense accounts are subject to acceptance approvals the President. Receipts or other proofs of expenditures exceeding $50 made on behalf of GRMC are required to be submitted with Consultant’s monthly expense accounts. GRMC reserves the right to withhold reimbursement of those expense items over $50 that are not receipted. Items of expense less than $50 are to be receipted in-so-far as reasonably possible. GRMC will reimburse Consultant for the amount of each of his monthly expense account reports less any outstanding expense advance balance within fifteen (15) days of receiving his expense report.

3.4.

  Additional Terms Regarding Compensatio n.  Pursuant to this Agreement: (i) Consultant will be required to submit an invoice for payment for Services; (ii) GRM