Exhibit 10.3





                          THIS AGREEMENT MADE AS OF THE
                              5th Day of May, 2001


BETWEEN:

Thomas Meeks, the vendor having an office located at 10444 Corporate Drive,
Suite L, Redlands, San Bernardino, California 92374 (hereinafter referred to as
"the Vendor")

                                       And

Winmax Trading Group, Inc. a company duly incorporated pursuant to the laws of
the State of Florida and having an office located at 429 Seabreeze Boulevard,
Suite 227, Fort Lauderdale, FL 33316 (hereinafter referred to as "WMAX")

WHEREAS WMAX is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.

AND WHEREAS THE VENDOR has reviewed the attached Appendices and is desirous of
performing the stated tasks for WMAX.

AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendices upon the terms and
conditions hereinafter recited.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:

1.   The Appendices attached hereto and marked as Appendix A, B, C and D
     respectively are integral parts of this Agreement and the duties therein
     stated are binding upon the parties hereto.

2.   Upon execution of this Agreement THE VENDOR shall immediately commence:

                 a)   Source and Arrange for and provide assistance with bank
                      credit lines for the business of WMAX and its products
                      in accordance with the provisions of Appendix A;

3.       The term of this Agreement shall be Six (6) MONTH from the date of
         execution hereof.

4.       WMAX hereby grants THE VENDOR the right to assign any or all of its
         obligations incurred hereunder to any entity which is an affiliate of
         THE VENDOR and by this Agreement does hereby consent to any said
         Assignment upon THE VENDOR advising WMAX of said assignment in writing
         to WMAX's address for service noted herein and that subsequent to said
         assignment WMAX's relationship with THE VENDOR is severed in its
         entirety provided however that WMAX is in no manner responsible for any
         further costs or expenses to said affiliate save and except for those
         said costs noted in this Agreement which have not been paid to THE
         VENDOR.

5.       Any reference in this Agreement or the Appendices to "THE VENDOR" shall
         include Thomas Meeks, his agents, assigns, successors, employees or any
         person acting on their behalf.

6.       WMAX acknowledges that THE VENDOR in performing the services noted in
         the attached Appendices is relying exclusively upon the information
         provided it by WMAX and therefore notwithstanding anything to the
         contrary herein contained WMAX acknowledges that it is solely
         responsible for the truthfulness of the information provided to THE
         VENDOR and therefore completely, wholly and without reservation
         indemnifies and saves THE VENDOR, its Officers, Directors, Agents,
         Employees or Assigns from any and all liability respecting the
         performance of THE VENDOR duties herein including but not restricted to
         any and all legal fees incurred.

7.       Not to restrict the foregone paragraph 5 WMAX further acknowledges that
         it has an exclusive duty to review any and all information prepared by
         THE VENDOR and therefore any and all errors and/or omissions contained
         in any of the services provided WMAX by THE VENDOR are hereby waived in
         their entirety and WMAX agrees to be totally and without reservation
         responsible for same should they occur and waives any action it can or
         June 4 have against THE VENDOR, its Agents, Employees, Directors,
         Officers or Assigns for any damage or loss occasioned as a result of
         any said error and or omission and further should any damage be
         occasioned to any third party as a result of any said error or omission
         that WMAX fully and completely indemnifies THE VENDOR, its Directors,
         Officers, Employees, Agents or Assigns for any and all said damages
         including but not restricted to legal fees incurred.

8.       THE VENDOR shall have the right hereunder to conduct any investigation
         of WMAX or the WMAX products as it deems necessary in order for it to
         be assured that WMAX is following the term and the spirit of this
         Agreement and in the event that THE VENDOR in the course of its
         investigation forms the reasonable belief that WMAX is or June 4 not be
         able to fulfill it's obligations hereunder (such as not having
         sufficient inventory available to satisfy consumer needs or is
         conducting it's business affairs in a manner not consistent with the
         standards and ethics of typical business' conducting business via an
         Internet Retail Store) then and in that event the cost of the
         investigation shall be borne by WMAX and THE VENDOR shall , at it's
         sole option, be entitled to forthwith terminate this Agreement without
         Notice or Penalty.

9.       This Agreement shall be governed by the laws of the State of Florida
         and any court proceedings commenced hereunder shall be commenced and
         concluded at the venue of THE Vendor's direction within the State of
         Florida and that should any legal action be commenced by WMAX against
         THE VENDOR that WMAX shall provide THE VENDOR with FOURTEEN (14) DAYS
         Written Notice to THE VENDOR to select a venue within the State of
         Florida to commence its action and should THE VENDOR refuse or neglect
         to advise WMAX of said venue within the time period noted herein then
         and in that event WMAX shall be at liberty to select its own venue
         within the State of Florida.

10.      THE Vendor's address for service hereunder shall be in care of THE
         VENDOR 10444 Corporate Drive, Suite L, Redlands, San Bernardino,
         California 92374.

11.      WMAX's address for service hereunder shall be 429 Seabreeze Boulevard,
         Suite 227, Fort Lauderdale, FL 33316.

12.      Should any provision of this Agreement be ruled invalid, unenforceable
         or illegal then and in that event the offending provision shall be
         struck here from and be of no further force and effect but that the
         remainder of this Agreement shall remain in full force and effect.

13.      In consideration of THE VENDOR performing the services noted in the
         attached Appendices A and B, WMAX shall pay to Richard Epstein the
         greater in value of Twenty Five Thousand (25,000) Shares by way of WMAX
         Common Stock or Twenty Five Thousand Dollars ($25,000) through WMAX's
         S-8 Registration Statement with the Security and Exchange Commission
         said shares to be deposited with Anthony Millar prior to any services
         contracted to be provided for WMAX by THE VENDOR being released to WMAX
         and in any event on or before     , 2001.

14.      The parties acknowledge each to the other that this Agreement has been
         approved by the WMAX Board of Directors and is a binding Agreement on
         both parties as evidenced by the execution hereof by an authorized
         signatory of each party.


    Thomas Meeks

/s/ Thomas Meeks
----------------
Authorized Signatory


    Winmax Trading Group, Inc.
    Ralph Pistor, President
/s/ Ralph Pistor
----------------
Authorized Signatory





  Details For The Arranging for and providing assistance with bank credit lines

The Vendor will be responsible for the arranging for and provide assistance with
bank credit lines for WMAX for the purposes of:

1.   Manufacturing and production of products;

2.   Distribution, manufacturing and other partners necessary in the processing
     and finishing of the company products;

3.   Develop product-marketing plans;

4.   Production of packaging material; and

The above noted services will not in any way constitute capital raising or the
promotion or maintenance of a common share market for WMAX.