EMPLOYMENT AND FEE AGREEMENT
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THIS AGREEMENT made this 28th day of June, 2001, by and between Winmax Trading
Group, Inc. (hereinafter "CLIENT"), and Xxxxxxxx, Xxxxxx & Xxxxxx, P.A.,
(hereinafter ATTORNEY).
1. CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
regarding Corporate/Securities related matters and authorizes and
empowers ATTORNEY to do all things reasonably necessary to complete
corporate and securities transactions 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 time expended by ATTORNEY, a retainer
shall consist of 55,000 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 costs incurred
including, but not limited to, long distance phone calls,
transcripts, photocopies, postage, filing fees, and costs
of newspaper publications. Advanced costs that are not
expended during the course of the representation are to be
returned to the client at the conclusion of the
representation, unless ATTORNEY and CLIENT agree otherwise
in writing.
2. All legal services will be performed by the Attorney after consultation
and authorization from the Company.
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 THE
COMPANY.
4. All payments for fees and expenses are due upon presentation of
invoices.
6. The Attorney is authorized to take all actions, which the Attorney
deems advisable on behalf of the Company. The Attorney agrees to notify
the Company promptly of all significant developments in regard to
representation of the Company.
7. Company will fully cooperate with the Attorney and provide all
information known to the Company or available to the Company, which, in
the opinion of the Attorney, would aid the Attorney in representing the
Company.
8. The Attorney agrees to use its best efforts in representing the
Company.
9. This writing with exhibits includes the entire agreement between the
Company and the Attorney regarding this matter. This Plan can only be
modified with another written agreement signed by the Company and the
Attorney. This Plan shall be binding upon the Company and the Attorney
and their respective heirs, legal representatives and successors in
interest.
10. 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 the 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:
Xxxxxxxx, Xxxxxx & Xxxxxx, P.A. Winmax Trading Group, Inc.
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxxxxx, Atty. Xxxxxx Xxxxx, President
