Exhibit 10.3 for Winmax Trading Group, Inc.







                                  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