Ex. 4.3
LEGAL SERVICES AGREEMENT
THIS LEGAL SERVICES AGREEMENT (the "Agreement") dated
February 25, 2003 is made by and between SuperiorClean,
Inc., a Nevada corporation ("the Company"), and Xxxxxxx X.
Xxxxxxxx, an individual resident of Florida ("Attorney").
WHEREAS, Attorney has previously provided legal services to
the Company; and
WHEREAS, it is anticipated that Attorney will continue to
provide legal services
to the Company, and Attorney has agreed to make herself
available as is
reasonably necessary to provide such future services; and
WHEREAS, the legal services covered by this Agreement that
are to be provided in the future by Attorney, including
making himself available as is reasonably necessary to
provide such services in the future, are hereinafter
referred to as the "Services"; and
WHEREAS, as partial consideration for the Services, the
Company has agreed to
issue shares of its common stock to Attorney as hereinafter
set forth.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth
herein, and for other good and valuable consideration, the
receipt and
sufficiency of which is hereby acknowledged by the parties,
the parties hereto,
intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services
of Attorney, the
Company hereby agrees to forthwith issue to Attorney, a non-
refundable flat fee
of 250,000 shares of the common stock of the Company (the
"Shares") to provide
legal services as mutually agreed from February 25, 2003
through December 11, 2003.
2. REGISTRATION RIGHTS. The Company agrees that promptly
following execution of this Agreement, it will prepare and
file with the United States Securities and
Exchange Commission, a Registration Statement on Form S-8
covering the Shares.
3. ACKNOWLEDGEMENT. The parties hereby confirm and
acknowledge that the Services (a) consist and will consist
of bona fide services rendered and to be rendered
to the Company, (b) are not and will not be in connection
with the offer or sale
of securities in capital raising transactions, and (c) do
not and will not
promote or maintain a market for the securities of the
Company.
4. COUNTERPARTS. This Agreement may be executed in any
number of counterparts,
all of which taken together shall constitute one and the
same instrument.
5. FURTHER ASSURANCES. From and after the date of this
Agreement, upon the
request of a party, each other party shall execute and
deliver such instruments,
documents and other writings as may be reasonably necessary
or desirable to
confirm and carry out and to effectuate fully the intent and
purposes of this
Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and
construed in
accordance with the domestic laws of the State of Florida
without giving effect
to any choice or conflict of law provision or rule (whether
of the State of
Florida or any other jurisdiction) that would cause the
application of the laws
of any jurisdiction other than the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement
the date first
mentioned above.
ACCEPTED:
Consultant SuperiorClean, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxx X. Xxxxxxxx, Attorney Xxxx Xxxxxxx, President
