THIS AGREEMENT MADE AS OF THE
5th Day of May, 2001
BETWEEN:
Xxxxxx Xxxxx, the vendor having an office located at 00000 Xxxxxxxxx Xxxxx,
Xxxxx X, Xxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxx 00000 (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, B, C and D
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:
a) 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 Six (6) 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 Xxxxx, 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 THE
VENDOR 00000 Xxxxxxxxx Xxxxx, Xxxxx X, Xxxxxxxx, Xxx Xxxxxxxxxx,
Xxxxxxxxxx 00000.
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 Appendices A and B, WMAX shall pay to Xxxxxxx 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 Security and Exchange Commission
said shares to be deposited with Xxxxxxx Xxxxxx 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 Xxxxx
/s/ Xxxxxx Xxxxx
----------------
Authorized Signatory
Winmax Trading Group, Inc.
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
The above noted services will not in any way constitute capital raising or the
promotion or maintenance of a common share market for WMAX.
