AGREEMENT
This Agreement is made as of the twenty-fifth day of
February, 2003 between SuperiorClean, Inc., a Nevada
corporation ("SuperiorClean") and Nevada Fund ("Fund") and
Xxxx Xxxxxxx or assigns ("Aldo").
1. SuperiorClean will sell 5,000,000 shares of common stock
of SuperiorClean to Fund and Xxxxxxx or assigns at a price
of $0.03 per share for the following consideration:
$150,000.00, payable as follows:
1. $5,000 upon execution of the Letter of Intent,
2. $5,000 upon execution of the definitive Agreement or
after 30 days from the date of the signing of the Letter of
Intent whichever is later,
3. the remaining $140,000 will be payable in the form of a
non interest bearing note from Nevada Fund due in 90 days
from February 07, 2003, the note is extendible for a period
of 60 days at the discretion of the maker. The amount of
this note shall be reduced by any amount which may be set
off under a note due Xxxxx Xxxxxxx of even date herewith
under the agreement referred to in paragraph 11.
The shares shall be divided between Fund and Aldo as mutually agreed.
2. Prior to closing, Aldo shall be elected to the Board of
Directors of SuperiorClean to fill the vacancy created by
Gautier's resignation. Thereafter, Aldo will be the sole
director and officer of SuperiorClean.
3. This Agreement shall be governed by and construed and
accordance with the laws of the State of Nevada, both
substantive and remedial. This Agreement shall be
enforceable in accordance with its terms and be binding upon
and shall inure to the benefit of the parties hereto and
their respective successors, assigns, executors and
administrators, but this Agreement and the respective rights
and obligations of the parties hereunder shall not be
assignable by any party hereto without the prior written
consent of the other. This Agreement represents the entire
understanding and agreement between the parties hereto with
respect to the subject matter hereof; supersedes all prior
negotiations, letters and understandings relating to the
subject matter hereof; and cannot be amended, supplemented
or modified except by an instrument in writing signed by the
party against whom enforcement of any such amendment,
supplement or modification is sought. In the event of any
litigation between the parties to this Agreement relating
to, or arising out of, this Agreement, the prevailing party
shall be entitled to an award of reasonable attorney's fees
and costs, trial and appellate levels. The failure or
finding of invalidity of any provision of this Agreement
shall in no manner affect the right to enforce the other
provisions of same, and the waiver by any party of any
breach of any provision of this Agreement shall not be
construed to be a waiver by such party of any subsequent
breach of any other provision.
4. Termination
This Agreement may be terminated only by the mutual written
consent of the Parties hereto and may be extended only upon
the mutual written consent of the Parties.
5. Assignability
This Agreement shall not be assignable or transferable by
either Party.
6. Governing Laws
The validity and interpretation of this Agreement shall be
governed by and construed in accordance with the laws of the
State of Nevada. The parties to this Agreement agree that
any litigation arising out of the terms of this agreement
shall be commenced in courts located in the State of Nevada,
Xxxxx County. All parties consent to the exclusive
jurisdiction and venue of the federal and state courts
located in Xxxxx County with respect to any action arising
under this Agreement.
7. Amendment
This Agreement shall be amended only with the written
consent of the Parties.
8. Counterparts
This Agreement may be executed in multiple counterparts by
original or facsimile signature, and each such counterpart
shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
9. Brokers' or Finders' Fees
Each Party shall indemnify and hold the other Party harmless
from any claim for brokerage or finders' fees arising out
the transactions contemplated hereby by any person claiming
to have been engaged by either Party.
10. Expenses
Except as provided herein, each of Gautier and
SuperiorClean, and their shareholders, respectively, shall
bear its own expenses in connection with the preparation for
the consummation of the transaction contemplated by this
Agreement.
11. Contemporaneous Closing
This Agreement shall close contemporaneously with that
certain Agreement between SuperiorClean and Xxxxxx Xxxxxxx
dated February 25, 2003 attached hereto as Schedule E with
that certain Agreement between SuperiorClean. If those
agreements do not close, no party to this Agreement shall
close this Agreement until such closings occur or have any
liability to the other party as a result thereof.
The foregoing Agreement is accepted, approved and agreed to
by SuperiorClean, Inc. this 25th day of February, 2003.
SUPERIORCLEAN, INC.
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: President
The foregoing Agreement is accepted, approved and agreed to
by Fund this 25th day of February, 2003.
Nevada Fund
By: /s/ Xxxxxxx Xxxxx
-----------------------
Name: Xxxxxxx Xxxxx, President
The foregoing Agreement is accepted, approved and agreed to
by Aldo this 25th day of February, 2003.
Xxxx Xxxxxxx
By: /s/ Xxxx Xxxxxxx
--------------------
Name: Xxxx Xxxxxxx
