EXHIBIT 10.2 AGREEMENT WITH XXXX X.X. XXXXXX ESQUIRE
THIS AGREEMENT made this 23rd day of July 2001, by and between Winmax Trading
Group, Inc. (hereinafter "CLIENT"), and Xxxx X.X. Xxxxxx, Barrister and
Solicitor, (hereinafter ATTORNEY).
1. CLIENT retains ATTORNEY to represent CLIENT as Barrister and Solicitor
regarding CLIENT'S legal service needs arising or having arisen in Xxxxxxx,
Xxxxxxx, Xxxxxx and authorizes and empowers ATTORNEY to do all things reasonably
necessary to complete these matters with CLIENT'S consent (other than in
connection with capital raising transactions) and agrees to retain attorney for
the services rendered on the following terms and conditions:
a. On the basis of the services provided by ATTORNEY, a retainer
shall consist of 100,000 shares of common stock of Winmax Trading
Group, Inc. All referenced shares shall be registered pursuant to
a Registration Statement on Form S-8.
b. CLIENT shall also be responsible for disbursements incurred
including, but not limited to, court fees, registration expenses,
and all other search and filing fees. Advanced costs that are not
expended during the course of the representation are to be
returned to CLIENT at the conclusion of the representation,
unless ATTORNEY and CLIENT agree otherwise in writing.
2. All legal services will be performed by ATTORNEY after consultation and
authorization from CLIENT.
3. BY EXECUTING THIS AGREEMENT, COMPANY ACKNOWLEDGES HAT THE SERVICES TO BE
RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF SECURITIES IN A
CAPITAL RAISING TRANSACTION AND DO NOT DIRECTLY OR INDIRECTLY PROMOTE OR
MAINTAIN A MARKET FOR THE SECURITIES OF CLIENT.
4. All payments for fees and expenses are due upon presentation of invoices.
Invoices not paid separately by CLIENT within 30 days of presentation, shall be
paid out of the above described retainer provided to ATTORNEY, on the basis that
one share of common stock is sufficient to offset CDN$1.50 (forty cents)
invoiced.
5. ATTORNEY is authorized to take all actions, which ATTORNEY deems
advisable on behalf of CLIENT. ATTORNEY agrees to notify CLIENT promptly of all
significant developments in regard to representation of CLIENT.
6. Company will fully cooperate with ATTORNEY and provide all information
known to CLIENT or available to CLIENT, which, in the opinion of ATTORNEY, would
aid ATTORNEY in representing CLIENT.
7. ATTORNEY agrees to use its best efforts in representing CLIENT.
8. This writing includes the entire agreement between CLIENT and ATTORNEY
regarding this matter. This Agreement can only be modified or terminated with
another written agreement signed by CLIENT and ATTORNEY. This Agreement shall be
binding upon CLIENT and ATTORNEY and their respective heirs, legal
representatives and successors in interest.
9. CLIENT understands and agrees that ATTORNEY has made no guarantee
regarding the successful outcome or termination of the engagement and all
expressions pertaining thereto are matters of opinion. Should it be necessary to
institute legal proceedings for the collection of any part of ATTORNEY'S
compensation or costs as set forth above, then CLIENT agrees to pay all court
costs and reasonable attorneys fees with regard to the collection of same.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
/s/Xxxx X.X. Xxxxxx, Winmax Trading Group, Inc.
Barrister and Solicitor By: /s/ Xxxxxx Xxxxx
XXXX X.X. XXXXXX Xxxxxx Xxxxx, President
