Exhibit 10.1





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

THIS AGREEMENT made this 28th day of June, 2001, by and between Winmax Trading
Group, Inc. (hereinafter "CLIENT"), and Hamilton, Lehrer & Dargan, P.A.,
(hereinafter ATTORNEY).

1.       CLIENT retains ATTORNEY to represent CLIENT as Attorney at Law
         regarding Corporate/Securities related matters and authorizes and
         empowers ATTORNEY to do all things reasonably necessary to complete
         corporate and securities transactions with CLIENT'S consent (other than
         in connection with capital raising transactions) and agrees to retain
         attorney for the services rendered on the following terms and
         conditions:

                a.   On the basis of the time expended by ATTORNEY, a retainer
                     shall consist of 55,000 shares of common stock of Winmax
                     Trading Group, Inc. All referenced shares shall be
                     registered pursuant to a Registration Statement on Form
                     S-8.

                b.   CLIENT shall also be responsible for costs incurred
                     including, but not limited to, long distance phone calls,
                     transcripts, photocopies, postage, filing fees, and costs
                     of newspaper publications. Advanced costs that are not
                     expended during the course of the representation are to be
                     returned to the client at the conclusion of the
                     representation, unless ATTORNEY and CLIENT agree otherwise
                     in writing.

2.       All legal services will be performed by the Attorney after consultation
         and authorization from the Company.

3.       BY EXECUTING THIS AGREEMENT, COMPANY ACKNOWLEDGES  HAT THE SERVICES TO
         BE RENDERED HEREBY ARE NOT IN CONNECTION WITH THE OFFER OR SALE OF
         SECURITIES IN A CAPITAL  RAISING  TRANSACTION  AND DO NOT DIRECTLY OR
         INDIRECTLY PROMOTE OR MAINTAIN A MARKET FOR THE SECURITIES OF THE
         COMPANY.

4.       All payments for fees and expenses are due upon presentation of
         invoices.

6.       The Attorney is authorized to take all actions, which the Attorney
         deems advisable on behalf of the Company. The Attorney agrees to notify
         the Company promptly of all significant developments in regard to
         representation of the Company.

7.       Company will fully cooperate with the Attorney and provide all
         information known to the Company or available to the Company, which, in
         the opinion of the Attorney, would aid the Attorney in representing the
         Company.

8.       The Attorney agrees to use its best efforts in representing the
         Company.

9.       This writing with exhibits includes the entire agreement between the
         Company and the Attorney regarding this matter. This Plan can only be
         modified with another written agreement signed by the Company and the
         Attorney. This Plan shall be binding upon the Company and the Attorney
         and their respective heirs, legal representatives and successors in
         interest.

10.      CLIENT understands and agrees that ATTORNEY has made no guarantee
         regarding the successful outcome or termination of the engagement and
         all expressions pertaining thereto are matters of opinion. Should it be
         necessary to institute legal proceedings for the collection of any part
         of the ATTORNEY'S compensation or costs as set forth above, then CLIENT
         agrees to pay all court costs and reasonable attorneys fees with regard
         to the collection of same.

IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.

ACCEPTED:
Hamilton, Lehrer & Dargan, P.A.            Winmax Trading Group, Inc.
By: /s/ Brenda Hamilton                    By:  /s/ Gerald Sklar
      -----------------                        ---------------------------
        Brenda Hamilton, Atty.                      Gerald Sklar, President