EXHIBIT 99.1
CONSULTING SERVICES PLAN
THIS CONSULTING SERVICES PLAN (the "Plan") is made as of the 28th day of June
2001 between Winmax Trading Group, Inc. a Florida Corporation (the "Company"),
for the Consultants below (the "Consultants").
R E C I T A L S:
The Company is under agreement to grant ("Consulting Agreements"), and the
Consultants are to receive, as compensation for services provided to the
Company, shares of the common stock of the Company (the "Common Stock"),
pursuant to the provisions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions herein, and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged by the parties, the parties agree
as follows:
1. Grant of Shares. The Company hereby grants to the Consultants the
following shares of Common Stock (the "Shares") in the Company.
Name # of Shares Service Type
---- ----------- ------------
Xxxxxx Xxxxxxxx 55,000 legal services
Beadros Xxxxx 10,000 Edgarizing
2. Services. Consultants have been engaged by the Company as in their
respective Consulting Agreements.
3. Compensation. Consultants' compensation is the Shares identified
herein. The parties agree the Shares are valued at $.___ each.
Consultants are responsible for all income taxes.
4. Registration or Exemption. Notwithstanding anything to the contrary
contained herein, the Shares will be registered on Form S-8
Registration Statement dated June 28, 2001.
5. Delivery of Shares. The Company shall deliver to the Consultants
respectively, certificate representing 55,000 shares to Xxxxxx Xxxxxxxx
and 10,000 shares to Beadros Xxxxx.
6. Waiver. No waiver is enforceable unless in writing and signed by such
waiving party, and any waiver shall not be construed as a waiver by any
other party or of any other or subsequent breach.
7. Amendments. This Plan may not be amended unless by the mutual consent
of all of the parties hereto in writing.
8. Governing Law. This Plan shall be governed by the laws of the State of
Florida, and the sole venue for any action arising hereunder shall be
Palm Beach County, Florida.
9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party
hereto without the prior written consent of the other parties hereto,
except as otherwise provided herein. This Plan shall be binding upon
and for the benefit of the parties hereto and their respective heirs,
permitted successors, assigns and/or delegates.
10. Integration and Captions. This Plan includes the entire understanding
of the parties hereto with respect to the subject matter hereof. The
captions herein are for convenience and shall not control the
interpretation of this Plan.
11. Legal Representation. Each party has been represented by independent
legal counsel in connection with this Plan, or each has had the
opportunity to obtain independent legal counsel and has waived such
right, and no tax advice has been provided to any party.
12. Construction. Each party acknowledges and agrees having had the
opportunity to review, negotiate and approve all of the provisions of
this Plan.
13. Cooperation. The parties agree to execute such reasonable necessary
documents upon advice of legal counsel in order to carry out the intent
and purpose of this Plan as set forth herein above.
14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
attached hereto, which have been initialed by all of the parties
hereto, shall control all typewritten provisions in conflict therewith.
15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
agrees to pay, without reimbursement from the other party(ies), the
fees, costs, and expenses incurred by each such party incident to this
Plan.
16. Consents and Authorizations. By the execution hereinbelow, each party
acknowledges and agrees that each such party has the full right, power,
legal capacity and authority to enter into this Plan, and the same
constitutes a valid and legally binding Plan of each such party in
accordance with the terms, conditions and other provisions contained
herein.
17. Gender and Number. Unless the context otherwise requires, references in
this Plan in any gender shall be construed to include all other
genders, references in the singular shall be construed to include the
plural, and references in the plural shall be construed to include the
singular.
18. Severability. In the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent
jurisdiction for any reason whatsoever, this Plan shall be construed as
if such unenforceable provision had never been contained herein.
19. Counterparts. This Plan may be executed in counterparts.
20. Facsimile. This Plan may be executed by facsimile.
/s/ Beadros Xxxxx
----------------------------
Beadros Xxxxx
/s/ Xxxxxx Xxxxxxxx
------------------
Xxxxxx Xxxxxxxx
Winmax Trading Group, Inc.
/s/ Xxxxxx Xxxxx
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By: Xxxxxx Xxxxx, President
