THIS AGREEMENT MADE AS OF THE
5th Day of May, 2001
BETWEEN:
Xxxxxx Xxxxxxx, the vendor having an office located at Xxx 000 - 0000 Xxxx
Xxxxxxxx, Xxxx, Xxxxxxx, 00000-0000 (hereinafter referred to as "the Vendor")
And
Winmax Trading Group, Inc. a company duly incorporated pursuant to the laws of
the State of Florida and having an office located at 000 Xxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000 (hereinafter referred to as "WMAX")
WHEREAS WMAX is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.
AND WHEREAS THE VENDOR has reviewed the attached Appendices and is desirous of
performing the stated tasks for WMAX.
AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendices upon the terms and
conditions hereinafter recited.
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:
1. The Appendices attached hereto and marked as Appendix A respectively are
integral parts of this Agreement and the duties therein stated are binding
upon the parties hereto.
2. Upon execution of this Agreement THE VENDOR shall immediately commence:
1 Source and Arrange for and provide assistance with bank credit lines for
the business of WMAX and its products in accordance with the provisions of
Appendix A;
3. The term of this Agreement shall be One (1) MONTH from the date of
execution hereof.
4. WMAX hereby grants THE VENDOR the right to assign any or all of its
obligations incurred hereunder to any entity which is an affiliate of THE
VENDOR and by this Agreement does hereby consent to any said Assignment
upon THE VENDOR advising WMAX of said assignment in writing to WMAX's
address for service noted herein and that subsequent to said assignment
WMAX's relationship with THE VENDOR is severed in its entirety provided
however that WMAX is in no manner responsible for any further costs or
expenses to said affiliate save and except for those said costs noted in
this Agreement which have not been paid to THE VENDOR.
5. Any reference in this Agreement or the Appendices to "THE VENDOR" shall
include Xxxxxx Xxxxxxx, his agents, assigns, successors, employees or any
person acting on their behalf.
6. WMAX acknowledges that THE VENDOR in performing the services noted in the
attached Appendices is relying exclusively upon the information provided it
by WMAX and therefore notwithstanding anything to the contrary herein
contained WMAX acknowledges that it is solely responsible for the
truthfulness of the information provided to THE VENDOR and therefore
completely, wholly and without reservation indemnifies and saves THE
VENDOR, its Officers, Directors, Agents, Employees or Assigns from any and
all liability respecting the performance of THE VENDOR duties herein
including but not restricted to any and all legal fees incurred.
7. Not to restrict the foregone paragraph 5 WMAX further acknowledges that it
has an exclusive duty to review any and all information prepared by THE
VENDOR and therefore any and all errors and/or omissions contained in any
of the services provided WMAX by THE VENDOR are hereby waived in their
entirety and WMAX agrees to be totally and without reservation responsible
for same should they occur and waives any action it can or June 4 have
against THE VENDOR, its Agents, Employees, Directors, Officers or Assigns
for any damage or loss occasioned as a result of any said error and or
omission and further should any damage be occasioned to any third party as
a result of any said error or omission that WMAX fully and completely
indemnifies THE VENDOR, its Directors, Officers, Employees, Agents or
Assigns for any and all said damages including but not restricted to legal
fees incurred.
8. THE VENDOR shall have the right hereunder to conduct any investigation of
WMAX or the WMAX products as it deems necessary in order for it to be
assured that WMAX is following the term and the spirit of this Agreement
and in the event that THE VENDOR in the course of its investigation forms
the reasonable belief that WMAX is or June 4 not be able to fulfill it's
obligations hereunder (such as not having sufficient inventory available to
satisfy consumer needs or is conducting it's business affairs in a manner
not consistent with the standards and ethics of typical business'
conducting business via an Internet Retail Store) then and in that event
the cost of the investigation shall be borne by WMAX and THE VENDOR shall,
at it's sole option, be entitled to forthwith terminate this Agreement
without Notice or Penalty.
9. This Agreement shall be governed by the laws of the State of Florida and
any court proceedings commenced hereunder shall be commenced and concluded
at the venue of THE Vendor's direction within the State of Florida and that
should any legal action be commenced by WMAX against THE VENDOR that WMAX
shall provide THE VENDOR with FOURTEEN (14) DAYS Written Notice to THE
VENDOR to select a venue within the State of Florida to commence its action
and should THE VENDOR refuse or neglect to advise WMAX of said venue within
the time period noted herein then and in that event WMAX shall be at
liberty to select its own venue within the State of Florida.
10. THE Vendor's address for service hereunder shall be in care of Xxx 000 -
0000 Xxxx Xxxxxxxx, Xxxx, Xxxxxxx, 00000-0000.
11. WMAX's address for service hereunder shall be 000 Xxxxxxxxx Xxxxxxxxx,
Xxxxx 000, Xxxx Xxxxxxxxxx, XX 00000.
12. Should any provision of this Agreement be ruled invalid, unenforceable or
illegal then and in that event the offending provision shall be struck here
from and be of no further force and effect but that the remainder of this
Agreement shall remain in full force and effect.
13. In consideration of THE VENDOR performing the services noted in the
attached Appendix A, WMAX shall pay to Xxxxxx Xxxxxxx the greater in value
of Twenty Five Thousand (25,000) Shares by way of WMAX Common Stock or
Twenty Five Thousand Dollars ($25,000) through WMAX's S-8 Registration
Statement with the Securities and Exchange Commission said shares to be
deposited with Xxxxxx Xxxxxxx prior to any services contracted to be
provided for WMAX by THE VENDOR being released to WMAX and in any event on
or before ___, 2001.
14. The parties acknowledge each to the other that this Agreement has been
approved by the WMAX Board of Directors and is a binding Agreement on both
parties as evidenced by the execution hereof by an authorized signatory of
each party.
Xxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx Witnessed by _________________
-------------------
Authorized Signatory Printed Name _________________
Winmax Trading Group, Inc
Per: Xxxxx Xxxxxx, President
/s/ Xxxxx Xxxxxx
------------------
Authorized Signatory
Details For The Arranging for and providing assistance with bank credit lines
The Vendor will be responsible for the arranging for and provide assistance with
bank credit lines for WMAX for the purposes of:
1. Manufacturing and production of products;
2. Distribution, manufacturing and other partners necessary in the processing
and finishing of the company products;
3. Develop product-marketing plans;
4. Production of packaging material; and
5. The above noted services will not in any way constitute capital raising or
the promotion or maintenance of a common share market for WMAX.
