S-8

                United States Securities And Exchange Commission
                             Washington, D.C. 20549


                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933


                           WINMAX TRADING GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

                    Florida                        65-0702554
          (State or other jurisdiction of         (IRS Employer
           incorporation or organization)     Identification Number)

           530 South Federal Highway, Suite 150,
                  Deerfield Beach, FL                      33441
        (Address of principal executive offices)         (Zip code)

        Registrant's telephone number, including area code: (888)533-4555

                          Brenda Lee Hamilton, Esquire
                      555 South Federal Highway, Suite 270,
                            Boca Raton, Florida 33432
                                 (561) 416-8956

            (Name, address and telephone number of Agent for service)


                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of                              Proposed            Proposed        Amount
Securities            Amount           Maximum             Maximum          of
to be                  to be       Offering Price         Aggregate
Registered         Registered (1)     per Share (2)      Offering Price    Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.001par value:

Brenda Hamilton      55,000                 $2.75          $151,250      $ 37.81
Beadros Asare        10,000                 $2.75          $ 27,500      $ 6.875
TOTAL                65,000                 $2.75          $178,750      $ 44.68
- --------------------------------------------------------------------------------
1.  Represents shares issuable pursuant to agreement(s) for services rendered or
    to be rendered.
2.  The prices hereof may change prior to the effective date of the Registration
    Statement; therefore, such prices are estimated solely for the purposes of
    computing the registration fee pursuant to Rule 457(a).
3.  Computed pursuant to Rule 457(C)of the Securities Act of 1933, as amended
    solely for the purpose of calculating the registration fee and not as a
    representation as to any actual proposed price. The offering price per
    share, maximum aggregate offering price and registration fee is based upon
    the price at the close of market on June 28, 2001.



                                     PART I


Item 1.  Plan Information.

         Not applicable.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not applicable.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The Registrant incorporates the following documents by reference in
this Registration Statement:

                  (a)   The Registrant's Annual Report on Form 10-KSB for the
                  fiscal year ended December 31, 2000, which was filed with the
                  Securities and Exchange Commission on March 1, 2001;


                  (b)   The Registrant's Quarterly Report on Form 10-QSB for
                  the quarters ended June 30, 2000, September 30, 2000 and March
                  31, 2001, which were filed with the Securities and Exchange
                  Commission on August 17, 2000, November 29, 2000 and May 17,
                  2001, respectively;

                  (c)   The Registrants Articles of Incorporation and
                  Amendments thereto, and the Registrants Bylaws;

                  (d)   All other documents filed by Registrant after the
                  date of this Registration Statement under Section 13(a),
                  13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
                  prior to the filing of a post-effective amendment to this
                  Registration Statement that registers securities covered
                  hereunder that remain unsold.

Item 4.  Description of Securities.

                  The class of securities to be offered hereby is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended.  The
Company's authorized capitalization is 51,000,000 shares of which 50,000,000
shares are common stock, $.001 par value and 1,000,000 shares are preferred
stock, no par value.  There are 3,231,000 shares of common stock issued and
outstanding.

         Holders of the Company's Common Stock are entitled to one vote per
share on each matter submitted to vote at any meeting of shareholders.  Shares
of Common Stock do not carry cumulative voting rights and therefore, holders of
a majority of the outstanding shares of Common Stock will be able to elect the
entire board of directors and, if they do so, minority shareholders would not be
able to elect any members to the board of directors.  The Company's board of
directors has authority, without action by the Company's shareholders, to issue
all or any portion of the authorized but unissued shares of Common Stock, which
would reduce the percentage ownership of the Company of its shareholders and
which would dilute the book value of the Common Stock.

        Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock.  The Common Stock is not subject to
redemption and carries no subscription or conversion rights.  In the event of
liquidation of the Company, the shares of Common Stock are entitled to share
equally in corporate assets after the satisfaction of all liabilities.  Holders
of Common Stock are entitled to receive such dividends as the board of directors
may from time to time declare out of funds legally available for the payment of
dividends.  During the last two fiscal years the Company has not paid cash
dividends on its Common Stock and does not anticipate that it will pay cash
dividends in the foreseeable future.


Item 5.  Interests of Named Experts and Counsel.

The Law Office of Hamilton, Lehrer & Dargan, P.A., has rendered legal services
and prepared Form S-8.  Such office is located at 555 South Federal Highway,
Suite 270, Boca Raton, Florida 33432.

Item 6.  Indemnification of Officers and Directors.

         The Registrant is a Florida corporation. The General Corporation Law of
Florida provides authority for broad indemnification of directors, officers,
employees and agents.  The Registrant's Articles of Incorporation, as Amended,
incorporate the indemnification provisions of the General Corporation Law of
Florida to the fullest extent provided.


         The Registrant has entered into indemnification agreements with its
Directors indemnifying them against liability and reasonable costs and expenses
incurred in litigation arising by reason of the fact that he or she is or was a
director, officer, stockholder, employee, or agent of the Registrant, provided
that the director acted in good faith and in a manner reasonably intended to be
in or not opposed to the best interests of the Registrant, and with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

         Indemnification of Officers or persons controlling the corporation for
liabilities arising under the Securities Act of 1933, as amended, is held to be
against public policy by the Securities and Exchange Commission and therefore,
unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits

Exhibit           Description

5.                Opinion of Hamilton, Lehrer & Dargan, P.A.

10.1              Agreement between the Company and Hamilton, Lehrer & Dargan
                  P.A. dated June 28, 2001.

23.2              Consent of Stark, Tinter & Associates, LLC, Certified Public
                  Accountants

99.1              Consulting Agreement with Beadros Asare dated June 28,2001
99.2              Consultant services plan

Item 9.  Undertakings.

A.       The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement.

        (2)   That, for the purpose of determining any liability under the
              Securities Act of 1933, each such post-effective amendment shall
              be deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities
              offered at that time shall be deemed to be the initial bona fide
              offering thereof.

        (3)   To remove from registration by means of a post-effective amendment
              any of the securities being registered which remain unsold at the
              termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Registration Statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of, State of
Florida By:

Winmax Trading Group, Inc.
(Registrant)

By:  /s/ Gerald Sklar
- -------------------------------------
         Gerald Sklar, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


By:  /s/ Anthony Miller
- -------------------------------------
         Anthony Miller, Director


By:  /s/ David Young
- -------------------------------------
         David Young, Director

By:  /s/ Elaine Prober
- -------------------------------------
         Elaine Prober,  Director


                                  EXHIBIT INDEX

Exhibit           Description


5.                 Opinion of Hamilton Lehrer & Dargan, P.A.

10.1               Agreement between the Company and Hamilton, Lehrer & Dargan
                   P.A. dated June 28, 2001.

23.2               Consent of Stark, Tinter & Associates, LLC, Certified Public
                   Accountants

99.1               Consulting Agreement with Beadros Asare dated June 28,2001
99.2               Consultant services plan

EX-5

                                    EXHIBIT 5
                         CONSENTS OF EXPERTS AND COUNSEL

                THE LAW OFFICE OF HAMILTON, LEHRER & DARGAN, P.A.
                      555 South Federal Highway, Suite 270
                            Boca Raton, Florida 33432
                               Phone: 561-416-8956
                                Fax: 561-416-2855


June 28, 2001

Winmax Trading Group, Inc.
530 South Federal Highway
Suite 150
Deerfield Beach, Florida 33321

RE: SEC Registration Statement on Form S-8

Dear Sir/Madam:

This firm (the "Firm") has been engaged as counsel for Winmax Trading Group,
Inc., a Florida corporation (the "Company"), in connection with its proposed
offering under the Securities Act of 1933, as amended (the "Act"), of 65,000
shares of its common stock which are to be issued under a plan for legal
services by the Company, by a filing of a Registration Statement under Form S-8
to which this opinion is a part, to be filed with the Securities and Exchange
Commission (the "Commission"). In connection with rendering the opinion as set
forth below, the Firm has reviewed and examined originals or copies of the
following:

1.   Articles of Incorporation of the Company, and any amendments, as filed with
     the Secretary of State of Florida;

2.   By-Laws of the Company

3.   Written Consent or Minutes of a Meeting of the Board of Directors on or
     about June 28, 2001, authorizing the filing of the S-8;

4.   The Company's Registration Statement on Form S-8 and exhibits thereto as
     filed with the Commission.

In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to the Firm
as originals, the conformity with the original documents of all documents
submitted to the Firm as certified or photostatic copies, and the authenticity
of the originals of such copies and the truth of all information supplied us.

We have further assumed, among other things, that the recipient of the Shares
will have completed the required services, and/or provided considerations
required acceptable to the Board of Directors and in compliance with Form S-8
and that any Shares to be issued will have been registered in accordance with
the Act, absent the application of an exemption from registration, prior to the
issuance of such Shares. We have not independently investigated or verified any
matter, assumption, or representation.

Based upon the foregoing and in reliance thereof, it is our opinion that,
subject to the limitations set forth herein, the Shares to be issued will be
duly and validly authorized, legally issued, fully paid and non-assessable. This
opinion is expressly limited in scope to the Shares enumerated herein which are
to be expressly covered by the referenced Registration Statement and does not
cover subsequent issuances of shares.

This opinion is limited. We consent to you filing this opinion with the
Commission as an exhibit to the Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without our prior written consent. This opinion is based upon our
assumptions as to application of the law and facts as of the date hereof. We
assume no duty to communicate with you with respect to any matters, which may
come to our attention hereafter.

Sincerely yours,

HAMILTON, LEHRER & DARGAN, P.A.

/s/  Brenda Lee Hamilton
- --------------------------
By:  Brenda Lee Hamilton, Esquire

EX-10.1

                          EMPLOYMENT AND FEE AGREEMENT
                          ----------------------------

THIS AGREEMENT made this 28th day of June, 2001, by and between Winmax Trading
Group, Inc. (hereinafter "CLIENT"), and Hamilton, Lehrer & Dargan, 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:
Hamilton, Lehrer & Dargan, P.A.            Winmax Trading Group, Inc.
By: /s/ Brenda Hamilton                    By:  /s/ Gerald Sklar
      -----------------                        ---------------------------
        Brenda Hamilton, Atty.                      Gerald Sklar, President

EX-23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Winmax Trading Group, Inc. of our report dated February
1, 2001, relating to the financial statements of Winmax Trading Group, Inc. as
of December 31, 2000.


                                          /s/ Stark Tinter & Associates, LLC

                                              Stark Tinter & Associates, LLC
                                              Certified Public Accountants

June 28,  2001
Denver, Colorado

EX-99.1

                                  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
         ----                      -----------               ------------
         Brenda Hamilton             55,000                  legal services
         Beadros Asare               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 Brenda Hamilton
         and 10,000 shares to Beadros Asare.

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 Asare
- ----------------------------
    Beadros Asare



/s/ Brenda Hamilton
- ------------------
    Brenda Hamilton


Winmax Trading Group, Inc.


/s/ Gerald Sklar
- ----------------
By: Gerald Sklar, President

EX-99.2

                                  EXHIBIT 99.2
                                    AGREEMENT

THIS CONSULTING AGREEMENT ("Agreement") is made and entered into the 28th day of
June 2001, by and between Winmax Trading Group, Inc. a Florida ("Company") and
Beadros Asare ("Consultant").

        A. The Company wishes to engage the services of Consultant to perform
           Edgarizing services for the Company in exchange for shares of common
           stock of the Company;

        B. The Consultant represents that it has no prior or existing legally
           binding obligations that are in conflict with its entering into this
           Agreement; and

        C. The Consultant is willing to be so retained on the terms and
           conditions of this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

1.       Engagement. The Company hereby retains Consultant to perform edgarizing
services and Consultant hereby accepts such engagement on the terms and
conditions hereinafter set forth.

2.       Term. This Agreement shall be in effect from the date of execution
until October 1, 2001.

3.       Duties of Consultant. The Company retains Consultant to provide advise
on all matters pertaining to the Edgar filings of the Company, and Consultant
shall make all Edgar filings on behalf of the Company during the term of this
agreement from time to time as requested by the Company.

         The Consultant shall not provide any of the following services:
promotion of the Company's securities, either indirectly or directly;
maintaining a market for the Company's securities, either indirectly or
directly; capital raising transactions; marketing services; or investor and/or
shareholder relations services.

4.       In its capacity as advisor and consultant to management of the Company,
Consultant shall be required to devote up to 40 hours per month to the business
of the Company. Consultant shall also be available, at the mutual convenience of
the parties, to evaluate specific matters or problems submitted to Consultant by
management of the Company.

Consultant shall render the services required in this Agreement as an
independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon.

Consultant shall use his best efforts to advance the business and welfare of the
Company and shall not intentionally take any action adverse to the best
interests of the Company.

5.       Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 10,000
shares of the Company's Common Stock to be registered under Form S-8.

6.       Disclosure of Information. Consultant recognizes and acknowledges as a
result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.

7.       Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered.

8.       Waiver. The waiver by the Company of a breach of any provision of this
Agreement by Consultant shall not operate or be
construed as a waiver of any subsequent breach by Consultant.

9.       Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.

10.      Severability. If any  provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.

11.      Entire Agreement.  This Agreement shall be deemed to express,  embody,
and supersede all previous understandings, agreements and commitments, whether
written or oral, between the parties hereto with respect to the subject matter
hereof and to fully and finally set forth the entire agreement between the
parties hereto. No modifications shall be binding unless stated in writing and
signed by both parties hereto with the approval of the President of the Company.

12.      Governing Law; Venue; Arbitration. This Agreement shall be governed by
the laws of the State of Florida. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Broward, State of Florida, in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.

13.      Prior Agreements. This Agreement supersedes and renders null and void
all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.

14.      Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
the date set forth above.

                        COMPANY:
                        Winmax Trading Group, Inc.

                        By:   /s/ Gerald Sklar
                            -------------------------
                        Name:  Gerald Sklar President

                           CONSULTANT:


                        By:  /s/ Beadros Asare
                            -------------------------
                        Name:    Beadros Asare