THIS AGREEMENT MADE AS OF THE
5th Day of May, 2001
BETWEEN:
Xxxxxxx Xxxxx, a vendor having an office located at 000 Xxxxx Xxxxxxx Xxxxxxx,
Xxxxx 000 Xxxxxxxxx Xxxxx, 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, the VENDOR has secured the agreement of xXxxXX.xxx, xxxxx.xxx, ABFG
Sales, Ltd. (ABFG ISD), The Taxin Financial Network and any other third party
which has obligations to WMAX under this agreement; 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) Construction and hosting of an interactive web-site for
WMAX in accordance with the provisions of Appendix A;
b) Development of a database which will house all contact
information and perform specialize tasks relating to
shareholders, clients and sales leads in accordance with
the provisions of Appendix B;
c) Provide WMAX with weekly time on "xXxxXX.xxx" in accordance
with the provisions of Appendix C, such service to be
provided without charge to WMAX, and to be made available
in any event of the execution of this Agreement;
d) Provide WMAX with a corporate profile on the financial
website "xxxxx.xxx" in accordance with the provisions of
Appendix D, such service to be provided without charge to
WMAX, and to be made available in any event of the
execution of this Agreement;
3. The term of this Agreement shall be six (6) months 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 Xxxxxxx 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) 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
at Suite 208, 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0.
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 Xxxxx the greater in
value of Three hundred fifty thousand (350,000) Shares by way of WMAX
Common Stock or Three Hundred Fifty Thousand Dollars ($350,000) through
WMAX's S-8 Registration Statement with the Security and Exchange Commission
said shares to be deposited with Xxxxxxx Xxxxx 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 agree that there is no compensation owing nor provided for the
services noted in the attached Appendices B and C.
15. 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.
Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
----------------------
Authorized Signatory
Winmax Trading Group, Inc.
Xxxxx Xxxxxx, President
/s/ Xxxxx Xxxxxx
-----------------------
Authorized Signatory
Appendix A
Details of the website services and construction
The following outline will briefly give an estimate as to how the development
process will be executed.
Stage One: Planning:
During our initial consultation, the VENDOR will obtain a basic understanding of
the objectives of WMAX and what the company has already accomplished in the
development of their current web presence. Under the direction of WMAX, the
VENDOR will define the basic goals, and mission behind the project.
After this information gathering session has been completed the following
categories will be outlined with detailed explanation.
1. A Schedule for Site Completion
2. Basic Site Content
3. Technical Arrangements (including photos)
4. Site Architecture
5. Hosting parameters
6. Site Promotion and Publication
Time to complete: 1-2 days
Stage Two: Development:
After agreeing and signing thereto, development will commence. THE VENDOR will
set aside space on a designated ABFG web server, and begin to layout the ideas
and concepts discussed for the WMAX website. WMAX on a timely basis will approve
photographs, illustrations, and Internet architecture. All back end issues will
be addressed, and corrected, and the site is approved by WMAX before final
publication.
Photographs of all products will be taken under the direction of WMAX.
Time to complete: 1 - 2 weeks
Stage Three: Implementation
The process of building the website according to its design is called
"implementation". During this process web designers create hypertext markup
language (HTML), Common Gateway Interface (CGI) programs, Flash Development,
and/or Java scripts and/or applets. The implementation process resembles
software development because it involves using a specific syntax for encoding
web structures or a programming language in a formal language in computer files.
Although there are automated tools to help with the construction of HTML
documents, a thorough grounding in HTML enriches the web "implementers"
expertise.
Time to complete: 1 week
Stage Four: Testing
After THE VENDOR has Implemented the website onto the ABFG Internet servers, THE
VENDOR will begin a comprehensive review of aspects and traffic through the site
ensuring that qualified hits will be at optimal levels. Cross platform testing
will commence in this phase. All interactive components in the website will be
subjected to a highly specialized group for pier testing. Testing will allow us
to streamline and optimize the website for maximum efficiency.
Time to complete: 1 week
Stage Five: Exposure:
Exposure is the process of handling all the public relations issues of a
website. These include making the existence of a website known to online
communities through publicity as well as forming business or other information
alliances with other websites. Publication and Optimization of all web pages for
search engine indexing. Promotion June 4 involve using specific marketing
strategies or creating business models. This concluding step allows THE VENDOR
to completely enhance your company's ability to maximize exposure to the
predefined target markets.
Appendix B
Details of the database development
================================================================================
Development plan
================================================================================
================================================================================
1. Requirements Analysis
Deliverable:
o System Requirements Document
Description of Deliverable:
The System Requirements Document is a list of functions the new system requires
to perform. All requirements shall be written in terms that are both
quantifiable and testable.
================================================================================
================================================================================
2. Functional Specification
Deliverable:
o Functional Specification
Description of Deliverable:
The Functional Specification is a description of the proposed system's
functional design in terms of subsystems and modules that will accomplish the
requirements. This will include a description of how the users will use the
system The Functional Specification is independent of implementation technology.
================================================================================
================================================================================
3. Implementation Design
Deliverables:
o Implementation Design Document
o Test Plan Document
o Project Management Plan Document
Description of Deliverables:
The Implementation Design is a description of how the solution will be
constructed, what underlying technologies are required, and resource sizing
estimates
The Test Plan describes in detail how the new solution will be tested to ensure
conformance to the System Requirements
The Project Management Plan outlines how staff and other resources will be used
to complete the project
================================================================================
================================================================================
4. Construction and Testing
Deliverables:
o working solution available for functional testing by customer "beta"
testers
o first draft of the user documentation
================================================================================
================================================================================
5. Customer Functional Test
Deliverables:
o running system that has passed the functional test
================================================================================
================================================================================
6. Installation and Conversion
Deliverable
o solution operating in customer environment
================================================================================
Database content space is not to exceed 250 Megs of space. If there is more
space needed the Vendors will provide space in 100 mg increments at a cost of
$1000.00 per 100 mg.
Appendix C
Details of the times WMAX will appear at bNetTV for the purposes of
Product Sales and Corporate Imaging Advertising Services
NOTE: The services outlined in this Appendix are available free of charge,
whether or not this Agreement is executed.
THE VENDOR's live streaming media affiliation xXxxXX.xxx (Business Network
Television) (xxxx://xxx.xXxxXX.xxx) is at the forefront of new media providing
video conferencing, movie programming, live broadcasting and archived
programming over the Internet through the latest streaming technologies.
xXxxXX.xxx is comprised of a team of qualified professionals with a robust
combination of Television and Internet experience. xXxxXX.xxx develops winning
video productions optimized for the Internet, CD's, or videocassette.
WMAX will be provided with the ability to do "live" or "taped" Webcasts to the
World Wide Web.
WMAX will be afforded the opportunity to appear on xXxxXX.xxx's once a week, for
the Six-month term of the contract, for a one Fifteen minute show, via
videoconference.
These one Fifteen minute segments will be hosted with xXxxXX.xxx's host and up
to two- (2) representatives from WMAX.
These Fifteen minute segments will be archived for viewing at the WMAX website
as well as the xXxxXX.xxx website. Archived streams from the website will be
limited to only the previous webcast of WMAX.
All Webcasts will remain the property of THE VENDOR. However, WMAX June 4
request up to one hundred additional copies of each Webcast at no additional
cost provided written request is submitted to THE VENDOR for the copies.
Additional copies of each webcast June 4 be given on terms outside this
contract.
Appendix D
Details of the Xxxxx.xxx Profile
NOTE: The services outlined in this Appendix are available free of charge,
whether or not this Agreement is executed.
1. Implementation of an Opt-in E-mail campaign and other solicited email
campaigns will commence upon execution of this agreement;
2. A Standard Company Profile will be constructed on xxx.xxxxx.xxx;
3. These campaigns June 4 be run in conjunction with WMAX "Press Releases";
4. THE VENDOR will design WMAX a banner ad on the Xxxxx.xxx site;
5. This ad will be a full color, 175 pixels wide by 75 pixels high or 300
pixels wide by 75 pixels high, and be hyperlinked to the page were the WMAX
products are displayed and purchasable;
6. THE VENDOR will provide WMAX with a detailed report showing stickativity,
impressions, click through rates, etc;
7. THE VENDOR will review the WMAX website, decide appropriate categories, and
submit the site to more than 150 selected search engines and directories;
8. THE VENDOR will confirm this by submitting a detailed report. THE VENDOR
will place keywords or phrases within "meta tags" and hidden within the
content of the HTML to assist in the high placement of your site on Search
Engine listings when viewers use such keywords to search. This assists the
improvement of ranking;
