EXHIBIT 10.1 CONSULTING AGREEMENT WITH BRENDA HAMILTON
EMPLOYMENT AND FEE AGREEMENT
THIS AGREEMENT made this 2 day of October 2001, by and between Winmax Trading
Group, Inc. (hereinafter "CLIENT" or "Company"), 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 including specifically, review of agreements
for engineering and other services relating to various mining operations of the
Company up to a maximum of forty hours of attorney time.
2. On the basis of the time expended by ATTORNEY, a retainer shall consist
of 35,000 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 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.
3. All legal services will be performed by the Attorney after consultation
with and authorization from the Company.
4. 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 THE COMPANY.
5. 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
