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
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount
to be to be Offering Price Aggregate of
Registered Registered(1) per Share (2) Offering Price Fee
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Common Stock,
$0.001 par value:
Peter Jones 100,000 $0.40 $ 40,000 $10.00
Thomas Meeks 250,000 $0.40 $100,000 $25.50
Roberts Prcic 50,000 $0.40 $20,000 $ 5.00
Edmond
Randriamampandry 50,000 $0.40 $20,000 $ 5.00
Latifah Saafir 250,000 $0.40 $100,000 $25.50
Roy Shipes 100,000 $0.40 $ 40,000 $10.00
Anthony Sklar 700,000 $0.40 $280,000 $70.00
Dan Telfer 50,000 $0.40 $20,000 $ 5.00
TOTAL 1,550,000 $0.40 $620,000 $155.00
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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
October 17, 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
November 29, 2000, May 17, 2001, and August 3, 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. As of October 17, 2000, there are 7,981,003 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 this 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
5.0 Opinion of Hamilton, Lehrer & Dargan, P.A.
10.1 Consulting Agreement with Peter Jones
10.2 Consulting Agreement with Thomas Meeks
10.3 Consulting Agreement with Roberts Prcic
10.4 Consulting Agreement with Edmond Randriamampandry
10.5 Consulting Agreement with Latifah Saafir
10.6 Consulting Agreement with Roy Shipes
10.7 Consulting Agreement with Anthony Sklar
10.8 Consulting Agreement with Dan Telfer
23.2 Consent of Stark, Tinter & Associates, LLC, Certified
Public Accountants
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 Calgary, State of
Alberta, Canada By:
Winmax Trading Group, Inc.
(Registrant)
By:/s/Gerald Sklar Date: October 17, 2001
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 Date: October 17, 2001
Anthony Miller-Director
By:/s/David Young Date: October 17, 2001
David Young-Director
By:/s/Elaine Prober Date: October 17, 2001
Elaine Prober-Director
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
October 17, 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 1,550,000
shares of its common stock which are to be issued under a plan for consulting
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 October 17, 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 Hamilton Esquire
By: Brenda Lee Hamilton, Esquire
EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made this 12th day of October, 2001, by and between Winmax
Trading Group, Inc. (hereinafter "CLIENT"), and Peter Jones, AB, LLB and
Solicitor, (hereinafter ATTORNEY).
CLIENT retains ATTORNEY to represent CLIENT as Solicitor regarding CLIENT'S
legal service needs arising or having arisen in Calgary, Alberta, Canada and
authorizes and empowers ATTORNEY to do all things reasonably necessary to
complete these matters 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:
On the basis of the services provided by ATTORNEY, a retainer shall consist of
100,000 shares of common stock of Winmax Trading Group, Inc. All referenced
shares shall be registered pursuant to a Registration Statement on Form S-8.
CLIENT shall also be responsible for disbursements incurred including, but not
limited to, court fees, registration expenses, and all other search and filing
fees. Advanced costs that are not expended during the course of the
representation are to be returned to CLIENT at the conclusion of the
representation, unless ATTORNEY and CLIENT agree otherwise in writing.
All legal services will be performed by ATTORNEY after consultation and
authorization from CLIENT.
BY EXECUTING THIS AGREEMENT, COMPANY ACKNOWLEDGES THAT 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 CLIENT.
All payments for fees and expenses are due upon presentation of invoices.
Invoices not paid separately by CLIENT within 30 days of presentation, shall be
paid out of the above described retainer provided to ATTORNEY, on the basis that
one share of common stock is sufficient to offset $0.50 invoiced.
ATTORNEY is authorized to take all actions, which ATTORNEY deems advisable on
behalf of CLIENT. ATTORNEY agrees to notify CLIENT promptly of all significant
developments in regard to representation of CLIENT.
Company will fully cooperate with ATTORNEY and provide all information known to
CLIENT or available to CLIENT, which, in the opinion of ATTORNEY, would aid
ATTORNEY in representing CLIENT.
ATTORNEY agrees to use its best efforts in representing CLIENT.
This writing includes the entire agreement between CLIENT and ATTORNEY regarding
this matter. This Agreement can only be modified or terminated with another
written agreement signed by CLIENT and ATTORNEY. This Agreement shall be binding
upon CLIENT and ATTORNEY and their respective heirs, legal representatives and
successors in interest.
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 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:
/s/Peter Jones, Winmax Trading Group, Inc.
Barrister and Solicitor By:/s/ Gerald Sklar
Peter D. Jones Gerald Sklar, President
EXHIBIT 10.2
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Thomas Meeks ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the Company on the
management of its drill equipment, Metallurgical Technologies, drill
maintenance, assess the surface and underground exploration and development
drilling services, drilling supervision, labor, training and equipment selection
and procurement, and services as directed for use with the drilling firm(s)
involved as well as other tasks that may be assigned from time to time.
B. Thomas Meeks is a consultant with extensive experience in the management of
drilling operations and drill equipment, who seeks a consulting position that
encompasses the broad range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity she will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Assessing cost-effective techniques for drilling on the companies
mining operations;
b. An analysis of all technical specifications for the "Estrada Project"
for the drilling, process, and drill equipment requirements, but also
attain operational performance, and competitive advantage objectives;
c. Outline, assess and assist to implement the surface and underground
exploration and development drilling services program for the gem
mining and other precious metals property;
d. Outline and assist supervision, labor, training and equipment
selection and procurement, logistical operations, communications and
investigating the set up of further professional drilling systems and
services;
e. Advise and review the equipment maintenance schedules and procedures;
and
f. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the Company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be Performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the Company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the Company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the Ontario office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Two Hundred and Fifty Thousand (250,000) shares of Company common
stock to be issued to Consultant under an S-8 registration with the
SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with, required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant,
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned.
14. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 10444 Corporate Drive, Suite L, Redlands, San Bernardino, California
92374.
15. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
16. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
17. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
18. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
19. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
20. Sums Due Deceased Consultant. If Consultant dies during the engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on 2001, at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Thomas Meeks
EXHIBIT 10.3
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Roberts Prcic ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on
heavy equipment purchasing, heavy equipment maintenance, strategic planning of
equipment purchasing for expansion of projects, communications and investigating
the set up of such equipment as directed for use with the engineering firm(s)
involved as well as other tasks that may be assigned from time to time.
B. Robert Prcic is an individual with extensive experience in the automotive and
heavy equipment industry, specifically as a heavy duty mechanic and automotive
expert, who seeks a consulting position that encompasses the broad range of
duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity he will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Advise the Company on the purchase of heavy equipment for the use in
its mining projects;
b. Advise and review the equipment maintenance schedules and procedures;
c. Advise and conduct an analysis of all technical specifications for the
equipment, implementation process, and system requirements, but also
attain operational performance, and competitive advantage objectives;
d. Assist in the equipment management of the facilities for the company
with attention to safety, cost, scheduling and quality including
coordination with other contractors; and
e. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any busines competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the Company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the Company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Fifty thousand (50,000) shares of Company common stock to be issued to
Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity,
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Additional Terms & Conditions: Employee Handbook. The terms contemplatedand
expressed by this agreement will be subject to all of the applicable terms
and conditions of engagement for services set forth in full in Company's
Employee Handbook, a copy of which will be provided to Consultant, and
which Consultant agrees shall be a binding part of this agreement.
14. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned and the monthly expenses
under Paragraph 11 will be pro-rated through the date of termination
including the thirty (30) day notice period.
15. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 3505 16th Street SW, Calgary, Alberta.
16. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
17. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
18. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
19. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
20. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
21. Sums Due Deceased Consultant. If Consultant dies during engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Robert Prcic
EXHIBIT 10.4
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Edmond Randriamampandry ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on the
management of its Metallurgical Technologies, assess the surface and underground
exploration and development, labor, training and equipment selection and
procurement, and services as directed for use with the mining of metals and
precious and semi-precious gems involved as well as other tasks that may be
assigned from time to time.
B. Edmond Randriamampandry is a consultant with extensive experience in the
management of mining, who seeks a consulting position that encompasses the broad
range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity she will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Assessing cost-effective techniques for mining the companies mining
operations;
b. An analysis of all technical specifications for the "Estrada Project"
for the extraction of metals and the process, and requirements, but
also attain operational performance, and competitive advantage
objectives;
c. Outline, assess and assist to implement the surface and underground
exploration and development services program for the gem mining and
other precious metals property;
d. Outline and assist supervision, labor, training and equipment
selection and procurement, logistical operations, communications and
investigating the set up of further professional systems and services;
e. Advise and review the equipment maintenance schedules and procedures;
and
f. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the Company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the Company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Fifty Thousand (50,000) shares of Company common stock to be issued to
Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with, required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant,
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned.
14. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 10444 Corporate Drive, Suite L, Redlands, San Bernardino, California
92374.
15. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
16. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
17. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
18. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
19. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
20. Sums Due Deceased Consultant. If Consultant dies during the engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Edmond Randriamampandry
EXHIBIT 10.5
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Latifah Saafir ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on the
management of its drill equipment, Metallurgical Technologies, drill
maintenance, assess the surface and underground exploration and development
drilling services, drilling supervision, labor, training and equipment selection
and procurement, and services as directed for use with the drilling firm(s)
involved as well as other tasks that may be assigned from time to time.
B. Latifah Saafir is a consultant with extensive experience in the management of
drilling operations and drill equipment, who seeks a consulting position that
encompasses the broad range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity she will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Assessing cost-effective techniques for drilling on the companies
mining operations;
b. An analysis of all technical specifications for the "Estrada Project"
for the drilling, process, and drill equipment requirements, but also
attain operational performance, and competitive advantage objectives;
c. Outline, assess and assist to implement the surface and underground
exploration and development drilling services program for the gem
mining and other precious metals property;
d. Outline and assist supervision, labor, training and equipment
selection and procurement, logistical operations, communications and
investigating the set up of further professional drilling systems and
services;
e. Advise and review the equipment maintenance schedules and procedures;
and
f. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be Performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the Ontario office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Two Hundred Fifty Thousand (250,000) shares of Company common stock to
be issued to Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with, required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant,
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned.
14. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 10444 Corporate Drive, Suite L, Redlands, San Bernardino, California
92374.
15. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
16. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
17. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
18. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
19. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
20. Sums Due Deceased Consultant. If Consultant dies during the engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Latifah Saafir
EXHIBIT 10.6
CONSULTING AGREEMENT
This agreement is made on the day of August, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and Roy
Shipes ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on the
management of its mine operations, mine equipment maintenance, strategic
planning of mine construction and logistical operations, communications and
investigating the set up of further professional engineering systems and
services as directed for use with the engineering firm(s) involved as well as
other tasks that may be assigned from time to time.
B. Roy Shipes is an individual with extensive experience in the management of
mine operations and mine equipment, who seeks a consulting position that
encompasses the broad range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity he will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. An analysis of Engineering-Procurement-Construction Management (EPCM);
b. An analysis of all technical specifications for the "Estrada Project"
for plant, process, and system requirements, but also attain
operational performance, and competitive advantage objectives;
c. Assist in the Construction management of the facility with attention
to safety, cost, scheduling and quality including coordination with
other contractors;
d. Outline and assist to implement a phased execution program for the
construction of the gem mining and other precious metals;
e. Outline and assist to implement Environmental Services that will adapt
to, comply with, and exploit regulatory requirements;
f. Advise and review the equipment maintenance schedules and procedures;
and
g. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Minimum Hours. Consultant shall devote a minimum of 30 hours per week on
behalf of Company to the duties contemplated by this agreement. Consultant
shall make himself available on evenings, weekends, and days when he is not
scheduled to be in the Corporate office, to make presentations, meet with
third parties and to carry out other management, merger and acquisition
activities, by mutual agreement between Consultant and the president of
Company.
6. Location of Services to be Performed. The hours mentioned in the foregoing
paragraph shall be performed on a weekly basis either in or from the
Company premises or any other place as directed by the company. Additional
hours may be performed at any location deemed appropriate by Consultant in
consultation with the company President. It is contemplated hereby that
weekend time devoted by Consultant to company matters may sometimes have
the compensating effect of reducing the amount of time spent by Consultant
in the Ontario office.
COMPENSATION OF CONSULTANT
7. Compensation. Company will pay Consultant a basic contract fee as follows:
1. One Hundred Thousand (100,000) shares of Company common stock to be
issued to Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
8. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
9. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
10. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
11. Office and Staff. Company shall provide Consultant with required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
12. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
13. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
14. Additional Terms & Conditions: Employee Handbook. The terms contemplated
and expressed by this agreement will be subject to all of the applicable
terms and conditions of engagement for services set forth in full in
Company's Employee Handbook, a copy of which will be provided to
Consultant, and which Consultant agrees shall be a binding part of this
agreement.
15. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 7 (1) will be deemed fully earned and the monthly expenses
under Paragraph 12 will be pro-rated through the date of termination
including the thirty (30) day notice period.
16. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at _________________________.
17. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
18. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
19. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
20. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
21. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
22. Sums Due Deceased Consultant. If Consultant dies during engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Roy Shipes
EXHIBIT 10.7
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and
Anthony Sklar ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the company on
providing general business consulting including but not limited to corporate
structure, develop product-marketing plans, strategic Alliances and bookkeeping,
as well as other tasks that may be assigned from time to time.
B. Anthony E. Sklar is a consultant with extensive experience in International
Business Development and the formational of Strategic Alliances for the purpose
of expanding product sales, who seeks a consulting position that encompasses the
broad range of duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity he will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Represent products to distributors and retailers throughout North
America, and other countries worldwide;
b. Provide general business consulting including but not limited to
development of products;
c. Locate top quality executive management, as necessary, to help fuel
company growth;
d. Identify outsources for distribution, manufacturing and other partners
necessary in the processing and finishing of the company products; and
e. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the company. Additional hours may be performed at any location
deemed appropriate by the Consultant in consultation with the Company's
management.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Seven Hundred Thousand (700,000) shares of Company common stock to be
issued to Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity;
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with, required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Additional Terms & Conditions: Employee Handbook. The terms contemplated
and expressed by this agreement will be subject to all of the applicable
terms and conditions of engagement for services set forth in full in
Company's Employee Handbook, a copy of which will be provided to
Consultant, and which Consultant agrees shall be a binding part of this
agreement.
14. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned and the monthly expenses
under Paragraph 11 will be pro-rated through the date of termination
including the thirty (30) day notice period.
15. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 800 - 5920 Macleod Trail South Calgary, Alberta T2H 0K2.
16. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
17. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
18. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
19. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
20. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
21. Sums Due Deceased Consultant. If Consultant dies during engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Anthony E. Sklar
EXHIBIT 10.8
CONSULTING AGREEMENT
This agreement is made on the day of October, 2001 at Calgary, Alberta,
between Winmax Trading Group, Inc. ("Company"), a Florida corporation, and Dan
Telfer ("Consultant").
BACKGROUND RECITALS
A. Winmax Trading Group, Inc. is a fully reporting, a publicly traded Florida
corporation which desires a consultant requiring the skills, training, ability
and experience to perform consulting duties such as advising the Company on
heavy equipment purchasing, heavy equipment maintenance, strategic planning of
equipment purchasing for expansion of projects, communications and investigating
the set up of such equipment as directed for use with the engineering firm(s)
involved as well as other tasks that may be assigned from time to time.
B. Dan Telfer is an individual with extensive experience in the automotive and
heavy equipment industry, specifically as a heavy duty mechanic and automotive
expert, who seeks a consulting position that encompasses the broad range of
duties being sought by the Company.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. Company agrees to hire the Consultant in which capacity he will act with
the full approval of the board of directors. The initial scope of work
includes but is not limited to the following specific duties:
a. Advise the company on the purchase of heavy equipment for the use in
its mining projects;
b. Advise and review the equipment maintenance schedules and procedures;
c. Advise and conduct an analysis of all technical specifications for the
equipment, implementation process, and system requirements, but also
attain operational performance, and competitive advantage objectives;
d. Assist in the equipment management of the facilities for the company
with attention to safety, cost, scheduling and quality including
coordination with other contractors; and
e. Such other duties as may be assigned by the board of directors or the
president from time to time.
2. Loyal and Conscientious Performance of Duties. Consultant shall answer and
report directly to the president and chief executive officer of the
Company. Consultant agrees that to the best of his ability and experience
he will at all times loyally and conscientiously perform all of the duties
and obligations required of him either expressly or implicitly by the terms
of this agreement. Consultant shall not, directly or indirectly, acquire,
hold, or retain any interest in any business competing with or similar in
nature to the business of Company, and shall not acquire and hold any
secrets detrimental or impacting the interests of Company, but shall
immediately upon receipt disclose such information to appropriate Company
management.
3. Trade Secrets & Unfair Competition. The parties acknowledge that
Consultant, in the course of his employment, shall have access to sales,
personnel, financial and other information of a proprietary nature
belonging to the company. Consultant specifically agrees that he shall not
misuse, misappropriate, or disclose by any means to any third party, any
confidential information or trade secrets of Company, or engage in any
unfair competition, either during the course of employment or at any time
thereafter, except such disclosure as may be required pursuant to his
employment, or with the prior consent of the Company.
4. No Competitive Activities. During the term of this agreement, Consultant
shall not, directly or indirectly, either as a consultant, employer, agent,
principal, partner, stockholder, corporate officer, director, member,
manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever
with the business of Company.
5. Location of Services to be performed. Services shall be performed on a
weekly basis either in or from the Company premises or any other place as
directed by the company. Additional hours may be performed at any location
deemed appropriate by Consultant in consultation with the Company's
President. It is contemplated hereby that weekend time devoted by
Consultant to company matters may sometimes have the compensating effect of
reducing the amount of time spent by Consultant in the office.
COMPENSATION OF CONSULTANT
6. Compensation. Company will pay Consultant a basic contract fee as follows:
1. Fifty thousand (50,000) shares of Company common stock to be issued to
Consultant under an S-8 registration with the SEC.
TERM AND TYPE OF EMPLOYMENT
7. Term. The term of this Agreement shall be for a period of One (1) Year from
the effective date cited at the beginning of this agreement.
8. Agreement at Will. The provisions of this paragraph may be modified only in
writing signed by the president of the Company and the Consultant.
OBLIGATIONS OF COMPANY
9. General Provisions. Company shall provide Consultant with the opportunity,
compensation, materials, benefits and business reimbursement contemplated
by or specified in this agreement, and shall keep Consultant informed as to
all performance expectations of him.
10. Office and Staff. Company shall provide Consultant with required travel,
accommodations and administrative support to Consultant's position and
adequate to the performance of his duties.
11. Reimbursement of Expenses and Losses. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant
including business-related expenditures for entertainment, gifts, and
travel reasonably incurred on behalf of Company. Consultant shall furnish
adequate records and documentary evidence of all expenditures for the
substantiation of each for an income tax deduction.
12. Indemnity. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on
Company's behalf.
OTHER GENERAL PROVISIONS
13. Additional Terms & Conditions: Employee Handbook. The terms contemplated
and expressed by this agreement will be subject to all of the applicable
terms and conditions of engagement for services set forth in full in
Company's Employee Handbook, a copy of which will be provided to
Consultant, and which Consultant agrees shall be a binding part of this
agreement.
14. Termination of Engagement. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon thirty (30)
days written notice; however, the shares issued to Consultant under
Paragraph 6 (1) will be deemed fully earned and the monthly expenses
under Paragraph 11 will be pro-rated through the date of termination
including the thirty (30) day notice period.
15. Notices. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 530 South
Federal Highway, Ste. 150, Deerfield Beach, FL 33441-1980 or to Consultant
at 3612 Blackfoot Trail SE, Calgary, Alberta.
16. Arbitration. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application
of any of its terms or conditions, shall, on the written request of either
party, be submitted to arbitration in compliance with the Florida
Arbitration Act. Each party shall appoint one person to hear and determine
the dispute. If the two persons so appointed are unable to agree, then
those persons shall mutually select a third impartial arbitrator whose
decision as to all unresolved issues shall be final and conclusive upon
both parties. The cost of arbitration shall be equally borne by the
parties.
17. Entire Agreement. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied
herein, and that nothing not contained in this agreement shall be valid or
binding on the parties.
18. Modification. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
19. Partial Invalidity. If any provision in this agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the
remaining provisions shall nevertheless continue in full force without any
legal impairment.
20. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
21. Sums Due Deceased Consultant. If Consultant dies during engagement
hereunder, any sums that may be due him from Company under this agreement
as of the date of death shall be paid when due in normal course to
Consultant's spouse. If spouse for any reason can not receive such payment,
then to Consultant's executors, administrators, heirs, personal
representative, successors, or assigns.
Executed on , at Calgary, Alberta.
COMPANY
By:
Gerald E. Sklar, President
CONSULTANT
Dan Telfer
EXHIBIT 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 Winter Schenkein & Co., LLC
Stark Winter Schenkein & Co., LLC
Certified Public Accountants
October 17, 2001
Denver, Colorado