AGREEMENT
This Agreement is made as of the twenty-fifth day of
February, 2003 between SuperiorClean, Inc., a Nevada
corporation ("SUCN") and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
1. SUCN will purchase 5,800,000 issued and outstanding
shares of SUCN from Gautier, constituting all but 200,000
shares of SUCN owned by Gautier, for the following
consideration:
$150,000.00, payable as follows:
1. $5,000 previously paid,
2. $5,000 paid upon execution.
3. the remaining $140,000 will be payable in the form of a
non interest bearing note due in 90 days after February 07,
2003, the note is extendible for a period of 60 days at the
discretion of SUCN.
Gautier owns this stock free and clear of all liens, claims
or encumbrances and has the full right and power to sell
this stock back to SUCN as contemplated in this Agreement.
2. Gautier agrees to a termination of his Employment Agreement
with SUCN dated _____, if applicable and a release of all
liabilities associated therewith or otherwise in connection with
his employment by SUCN, subject to all provisions of federal and
state law concerning notice and opportunity to rescind,
incorporated by reference herein.
3. As additional consideration for the purchase of the
shares from Gautier, subject to shareholder approval under
Nevada law and the filing and mailing of an information
statement on Schedule ▇▇▇ ▇▇▇▇▇▇▇▇▇ Assets of SuperiorClean
set forth on Schedule A.
4. Prior to closing, Gautier shall elect ▇▇▇▇ ▇▇▇▇▇▇▇ to
the Board of Directors of SUCN to fill the vacancy created
by Gautier's resignation. Thereafter, ▇▇▇▇▇▇▇ will be the
sole director and officer of SUCN.
5. SuperiorClean and ▇▇▇▇▇ ▇▇▇▇▇▇▇, jointly and severally,
represent and warrant to Fund and Aldo, jointly and
severally as follows, with the knowledge and understanding
that Fund and Aldo are relying materially upon such
representations and warranties:
A.1 Organization and Standing. SuperiorClean is a
corporation duly organized, validly existing and in good
standing under the laws of the state of Nevada.
SuperiorClean has all requisite corporate power to carry on
its business as it is now being conducted and is duly
qualified to do business as a foreign corporation and is in
good standing in each jurisdiction where such qualification
is necessary under applicable law, except where the failure
to qualify (individually or in the aggregate) does not have
any material adverse effect on the assets, business or
financial condition of SuperiorClean, and all states in
which SuperiorClean is qualified to do business as of the
date hereof, are listed in the information in SEC filings.
The copies of the Articles of Incorporation and Bylaws of
SuperiorClean, as amended to date, delivered to Fund and
Aldo, are true and complete copies of these documents as now
in effect. Except as otherwise set forth in the information
SEC filings, SuperiorClean does not own any interest in any
other corporation, business trust or similar entity. The
minute book of SuperiorClean contains accurate records of
all meetings of its respective Board of Directors and
shareholders since its incorporation.
A.2 Capitalization. SuperiorClean is authorized to
issue 20,000,000 shares of common stock, par value
$0.001. As of February 20, 2003, SuperiorClean had
8,876,500 shares of Common Stock issued and outstanding held
by 96 shareholders of record. All of such shares of capital
stock are duly authorized, validly issued and outstanding,
fully paid and nonassessable, and were not issued in
violation of the preemptive rights of any person. There are
no subscriptions, options, warrants, rights or calls or
other commitments or agreements to which SuperiorClean is a
party or by which it is bound, calling for any issuance,
transfer, sale or other disposition of any class of
securities of SuperiorClean, except as set forth in SEC
filings. There are no outstanding securities convertible or
exchangeable, actually or contingently, into shares of
common stock or any other securities of SuperiorClean.
SuperiorClean has no subsidiaries except as set forth in SEC
filings.
A.3 Authority. This Agreement constitutes, and all
other agreements contemplated hereby will constitute, when
executed and delivered by SuperiorClean in accordance
therewith (and assuming due execution and delivery by the
other parties hereto), the valid and binding obligation of
SuperiorClean, enforceable in accordance with their
respective terms, subject to general principles of equity
and bankruptcy or other laws relating to or affecting the
rights of creditors generally.
A.4 Properties. Except as set forth on the information
in SEC filings concerning SuperiorClean, SuperiorClean has
good title to all of the Assets which it purports to own as
reflected on the balance sheet included in the Financial
Statements as filed with the SEC, or thereafter acquired.
SuperiorClean has a valid leasehold interest in all material
property of which it is the lessee and each such lease is
valid, binding and enforceable against SuperiorClean, as the
case may be, and, to the knowledge of SuperiorClean, the
other parties thereto in accordance with its terms. Neither
SuperiorClean nor the other parties thereto are in material
default in the performance of any material provisions
thereunder. Neither the whole nor any material portion of
the Assets of SuperiorClean is subject to any governmental
decree or order to be sold or is being condemned,
expropriated or otherwise taken by any public authority with
or without payment of compensation therefor, nor, to the
knowledge of SuperiorClean, any such condemnation,
expropriation or taking been proposed. None of the assets of
SuperiorClean is subject to any restriction which would
prevent continuation of the use currently made thereof or
materially adversely affect the value thereof.
A.5 Contracts Listed; No Default. All contracts,
agreements, licenses, leases, easements, permits, rights of
way, commitments, and understandings, written or oral,
connected with or relating in any respect to present or
proposed future operations of SuperiorClean (except
employment or other agreements terminable at will and other
agreements which, in the aggregate, are not material to the
business, properties or prospects of SuperiorClean and
except governmental licenses, permits, authorizations,
approvals and other matters referred to in SEC filings) are
listed and described in the information in SEC filings
concerning SuperiorClean. SuperiorClean is the holder of, or
party to, all of the SuperiorClean Contracts. To the
knowledge of SuperiorClean, the SuperiorClean Contracts are
valid, binding and enforceable by the signatory thereto
against the other parties thereto in accordance with their
terms. Neither SuperiorClean nor any signatory thereto is in
default or breach of any material provision of the
SuperiorClean Contracts. SuperiorClean's operation of its
business has been, is, and will, between the date hereof and
the Closing Date, continue to be, consistent with the
material terms and conditions of the SuperiorClean
Contracts.
A.6 Litigation. Except as disclosed in the information
in SEC filings concerning SuperiorClean, there is no claim,
action, proceeding or investigation pending or, to the
knowledge of SuperiorClean, threatened against or affecting
SuperiorClean before or by any court, arbitrator or
governmental agency or authority which, in the reasonable
judgment of SuperiorClean, could have any materially adverse
effect on SuperiorClean. There are no decrees, injunctions
or orders of any court, governmental department, agency or
arbitration outstanding against SuperiorClean.
A.7 Taxes. For purposes of this Agreement, (A) "Tax"
(and, with correlative meaning, "Taxes") shall mean any
federal, state, local or foreign income, alternative or add-
on minimum, business, employment, franchise, occupancy,
payroll, property, sales, transfer, use, value added,
withholding or other tax, levy, impost, fee, imposition,
assessment or similar charge, together with any related
addition to tax, interest, penalty or fine thereon; and (B)
"Returns" shall mean all returns (including, without
limitation, information returns and other material
information), reports and forms relating to Taxes or to any
benefit plans.
SuperiorClean has duly filed all Returns required by any
law or regulation to be filed by it, except for extensions
duly obtained. All such Returns were, when filed, and to the
knowledge of SuperiorClean are, accurate and complete in all
material respects and were prepared in conformity with
applicable laws and regulations in all material respects.
SuperiorClean has paid or will pay in full or has adequately
reserved against all Taxes otherwise assessed against it
through the Closing Date, and the assessment of any material
amount of additional Taxes in excess of those paid and
reported is not reasonably expected.
SuperiorClean is not a party to any pending action or
proceeding by any governmental authority for the assessment
of any Tax, and no claim for assessment or collection of any
Tax has been asserted against SuperiorClean that has not
been paid. There are no Tax liens upon the assets (other
than the lien of property taxes not yet due and payable) of
SuperiorClean. There is no valid basis, to the knowledge of
SuperiorClean, except as set forth in SEC filings, for any
assessment, deficiency, notice, 30-day letter or similar
intention to assess any Tax to be issued to SuperiorClean by
any governmental authority.
A.8 Compliance with Laws and Regulations. To its
knowledge, SuperiorClean is in compliance, in all material
respects, with all laws, rules, regulations, orders and
requirements (federal, state and local) applicable to it in
all jurisdictions where the business of SuperiorClean is
currently conducted or to which SuperiorClean is currently
subject which has a material impact on SuperiorClean,
including, without limitation, all applicable civil rights
and equal opportunity employment laws and regulations, and
all state and federal antitrust and fair trade practice laws
and the Federal Occupational Health and Safety Act and all
similar Canadian laws, rules and regulations. SuperiorClean
knows of no assertion by any party that SuperiorClean is in
violation of any such laws, rules, regulations, orders,
restrictions or requirements with respect to its current
operations, and no notice in that regard has been received
by SuperiorClean. To the knowledge of SuperiorClean, there
is not presently pending any proceeding, hearing or
investigation with respect to the adoption of amendments or
modifications to existing laws, rules, regulations, orders,
restrictions or requirements which, if adopted, would
materially adversely affect the current operations of
SuperiorClean.
A.9 Compliance with Laws. (a) To its knowledge, the
business, operations, property and assets of SuperiorClean
(and, to the knowledge of SuperiorClean, the business of any
sub-tenant or licensee which is occupying or has occupied
any space on any premises of SuperiorClean and the
activities of which could result in any material adverse
liability to SuperiorClean) (i) conform with and are in
compliance in all material respects with all, and are not in
material violation of any applicable Canadian, US, province,
state and local laws, rules and regulations, including, but
not limited to, the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended
(including the 1986 Amendments thereto and the Superfund
Amendments and Reauthorization Act) ("CERCLA"), and the
Resource Conservation and Recovery Act ("RCRA"), as well as
any other laws, rules or regulations relating to tax,
product liability, controlled substances, product
registration, environmental protection, hazardous or toxic
waste, employment, or occupational safety matters whether US
or Canadian; and (ii) have been conducted and operated in a
manner such that, to SuperiorClean's knowledge,
SuperiorClean has foreseeable potential liabilities for
environmental clean-up under CERCLA, RCRA or under any other
law, rule, regulation or common or civil law doctrine or
similar laws, rules and regulations in Canada.
(b) To its knowledge, no predecessor-in-title to any
real property now or previously owned or operated by
SuperiorClean, nor any predecessor operator thereof
conducted its business or operated such property in
violation of CERCLA and RCRA or any other applicable
federal, state and local laws, rules and regulations
relating to environmental protection or hazardous or toxic
waste matters or similar laws, rules and regulations in
Canada.
(c) Except as disclosed in the information in SEC
filings concerning SuperiorClean, no suit, action, claim,
proceeding, nor investigation, review or inquiry by any
court or Canadian, US, state, county, municipal or local
governmental department, commission, board, bureau, agency
or instrumentality, including, without limitation, any state
or local health department (all of the foregoing
collectively referred to as "Governmental Entity")
concerning any such possible violations by SuperiorClean is
pending or, to the knowledge of SuperiorClean, threatened,
including, but not limited to, matters relating to
diagnostic tests and products and product liability,
environmental protection, hazardous or toxic waste,
controlled substances, employment, occupational safety or
tax matters. SuperiorClean does not know of any reasonable
basis or ground for any such suit, claim, investigation,
inquiry or proceeding. For purposes of this Section A.9, the
term "inquiry" includes, without limitation, all pending
regulatory issues (whether before federal, state, local or
inter-governmental regulatory authorities) concerning any
regulated product, including, without limitation, any
diagnostic drugs and products.
A.10 Information. SuperiorClean has furnished and will
continue to furnish Fund and Aldo all information and
financial statements as Fund and Aldo may reasonably
request.
A.11 Condition of Assets. The equipment, fixtures and
other personal property of SuperiorClean, taken as a whole,
is in good operating condition and repair (ordinary wear and
tear excepted) for the conduct of the business of
SuperiorClean as is contemplated to be conducted.
A.12 No Breaches. To its knowledge, the making and
performance of this Agreement and the other agreements
contemplated hereby by SuperiorClean will not (i) conflict
with or violate the Articles of Incorporation or the Bylaws
of SuperiorClean; (ii) violate any material laws,
ordinances, rules or regulations, or any order, writ,
injunction or decree to which SuperiorClean is a party or by
which SuperiorClean or any of its respective assets,
businesses, or operations may be bound or affected; or (iii)
result in any breach or termination of, or constitute a
default under, or constitute an event which, with notice or
lapse of time, or both, would become a default under, or
result in the creation of any encumbrance upon any asset of
SuperiorClean under, or create any rights of termination,
cancellation or acceleration in any person under, any
SuperiorClean Contract.
A.13 Employees. None of the employees of SuperiorClean
is represented by any labor union or collective bargaining
unit and, to the knowledge of SuperiorClean, no discussions
are taking place with respect to such representation.
A.14 Financial Statements. Without limiting the
generality of the foregoing, (i) there is no basis for any
assertion against SuperiorClean as of the date of the latest
Financial Statements in the SEC filings of any debt,
liability or obligation of any nature not fully reflected or
reserved against in such Financial Statements; and (ii)
there are no assets of SuperiorClean as of the date of such
Financial Statements, the value of which is overstated in
such Financial Statements. Except as disclosed in such
Financial Statements, SuperiorClean has no known contingent
liabilities (including liabilities for Taxes), forward or
long-term commitments or unrealized or anticipated losses
from unfavorable commitments other than in the ordinary
course of business. SuperiorClean is not a party to any
contract or agreement for such Forward purchase or sale of
any foreign currency that is material to SuperiorClean taken
as a whole.
A.15 Absence of Certain Changes or Events. Since the
date of the last financial statement in the SEC filings,
there has not been:
(a) Any material adverse change in the financial
condition, properties, assets, liabilities or business of
SuperiorClean;
(b) Any material damage, destruction or loss of
any material properties of SuperiorClean, whether or not
covered by insurance;
(c) Any material change in the manner in which the
business of SuperiorClean has been conducted;
(d) Any material change in the treatment and
protection of trade secrets or other confidential
information of SuperiorClean;
(e) Any material change in the business or
contractual relationship of SuperiorClean with any customer
or supplier which might reasonably be expected to materially
and adversely affect the business or prospects of
SuperiorClean;
(f) Any agreement by SuperiorClean, whether
written or oral, to do any of the foregoing; and
(g) Any occurrence not included in paragraphs (a)
through (f) of this Section A.16 which has resulted, or
which SuperiorClean has reason to believe, in its reasonable
judgment, might be expected to result, in a material adverse
change in the business or prospects of SuperiorClean.
A.16 Governmental Licenses, Permits, Etc. To its
knowledge, SuperiorClean has all governmental licenses,
permits, authorizations and approvals necessary for the
conduct of its business as currently conducted ("Licenses
and Permits"). The information in SEC filings concerning
SuperiorClean includes a list of all Licenses and Permits.
All Licenses and Permits are in full force and effect, and
no proceedings for the suspension or cancellation of any
thereof is pending or threatened.
A.17 Employee Agreements. (a) For purposes of this
Agreement, the following definitions apply:
(1) "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended, and any regulations
promulgated thereunder or similar laws, rules and
regulations in Canada.
(2) "Multi-employer Plan" means a plan, as defined
in ERISA Section 3(37) or similar laws, rules and
regulations in Canada, to which SuperiorClean contributes or
is required to contribute.
(3) "Employee Plan" means any pension, retirement,
profit sharing, deferred compensation, vacation, bonus,
incentive, medical, vision, dental, disability, life
insurance or any other employee benefit plan as defined in
Section 3(3) of ERISA other than a Multi-employer Plan or
similar laws, rules and regulations in Canada to which
SuperiorClean contributes, sponsors, maintains or otherwise
is bound to with regard to any benefits on behalf of the
employees of SuperiorClean.
(4) "Employee Pension Plan" means any Employee
Plan for the provision of retirement income to employees or
which results in the deferral of income by employees
extending to the termination of covered employment or beyond
as defined in Section 3(2) of ERISA or similar laws, rules
and regulations in Canada.
(5) "Employee Welfare Plan" means any Employee
Plan other than an Employee Pension Plan.
(6) "Compensation Arrangement" means any plan or
compensation arrangement other than an Employee Plan,
whether written or unwritten, which provides to employees of
SuperiorClean, former employees, officers, directors or
shareholders of SuperiorClean any compensation or other
benefits, whether deferred or not, in excess of base salary
or wages, including, but not limited to, any bonus or
incentive plan, stock rights plan, deferred compensation
arrangement, life insurance, stock purchase plan, severance
pay plan and any other employee fringe benefit plan.
(b) The information in SEC filings concerning
SuperiorClean lists, all (1) employment agreements and
collective bargaining agreements to which SuperiorClean is a
party; (2) compensation arrangements of SuperiorClean with
any officer, director or employee; (3) Employee Welfare
Plans; (4) Employee Pension Plans; and (5) consulting
agreements under which SuperiorClean has or may have any
monetary obligations to employees or consultants of
SuperiorClean or their beneficiaries or legal
representatives or under which any such persons may have any
rights. SuperiorClean has previously made available to Fund
and Aldo true and complete copies of all of the foregoing
employment contracts, collective bargaining agreements,
Employee Plans and Compensation Arrangements, including
descriptions of any unwritten contracts, agreements,
Compensation Arrangements or Employee Plans, as amended to
date. In addition, with respect to any Employee Plan which
continues after the Closing Date, SuperiorClean has
previously delivered or made available to Fund and Aldo (1)
any related trust agreements, master trust agreements,
annuity contracts or insurance contracts; (2) certified
copies of all Board of Directors' resolutions adopting such
plans and trust documents and amendments thereto; (3)
current investment management agreements; (4) custodial
agreements; (5) fiduciary liability insurance policies; (6)
indemnification agreements; (7) the most recent
determination letter (and underlying application thereof and
correspondence and supplemental material related thereto)
issued by the Internal Revenue Service with respect to the
qualification of each Employee Plan under the provisions of
Section 401(a) of the Code; (8) copies of all "advisory
opinion letters," "private letter rulings," "no action
letters," and any similar correspondence (and the underlying
applications therefor and correspondence and supplemental
material related thereto) that was issued by any
governmental or quasigovernmental agency with respect to the
last plan year; (9) Annual Reports (Form 5500 Series) and
Schedules A and B thereto for the last plan year; (10) all
actuarial reports prepared for the last plan year; (11) all
certified Financial Statements for the last plan year; and
(12) all current Summary Plan Descriptions, Summaries of
Material Modifications and Summary Annual Reports. All
documents delivered by SuperiorClean to Fund and Aldo as
photocopies faithfully reproduce the originals thereof, such
originals are authentic and were, to the extent execution
was required, duly executed.
(c) Except as otherwise disclosed in the information in
SEC filings concerning SuperiorClean:
(1) It is not a party to and has, in effect or to
become effective after the date of this Agreement, any
bonus, cash or deferred compensation, severance, medical,
health or hospitalization, pension, profit sharing or
thrift, retirement, stock option, employee stock ownership,
life or group insurance, death benefit, welfare, incentive,
vacation, sick leave, cafeteria, so-called "golden
parachute" payment, disability or trust agreement or
arrangement.
A.18 Brokers. SuperiorClean has not made any agreement
or taken any action with any person or taken any action
which would cause any person to be entitled to any agent's,
broker's or finder's fee or commission in connection with
the transactions contemplated by this Agreement.
A.19 Business Locations. SuperiorClean does not nor
does it own or lease any real or personal property in any
location except as set forth on the information in the SEC
filings concerning SuperiorClean. SuperiorClean does not
have a place of business (including, without limitation,
SuperiorClean's executive offices or place where
SuperiorClean's books and records are kept) except as
otherwise set forth on the information in SEC filings
concerning SuperiorClean.
A.20 Intellectual Property. The information in SEC
filings concerning SuperiorClean lists all of the
Intellectual Property (as hereinafter defined) used by
SuperiorClean which constitutes a material patent, trade
name, trademark, service ▇▇▇▇ or application for any of the
foregoing. "Intellectual Property" means all of
SuperiorClean's right, title and interest in and to all
patents, trade names, assumed names, trademarks, service
marks, and proprietary names, copyrights (including any
registration and pending applications for any such
registration for any of them), together with all the
goodwill relating thereto and all other intellectual
property of SuperiorClean. Other than as disclosed in the
information in SEC filings concerning SuperiorClean,
SuperiorClean does not have any licenses granted by or to it
or other agreements to which it is a party, relating in
whole or in part to any Intellectual Property, whether owned
by SuperiorClean or otherwise. All of the patents, trademark
registrations and copyrights listed in the information in
SEC filings concerning SuperiorClean that are owned by
SuperiorClean are valid and in full force and effect. To the
knowledge of SuperiorClean, it is not infringing upon, or
otherwise violating, the rights of any third party with
respect to any Intellectual Property. No proceedings have
been instituted against or claims received by SuperiorClean,
nor to its knowledge are any proceedings threatened alleging
any such violation, nor does SuperiorClean know of any valid
basis for any such proceeding or claim. To the knowledge of
SuperiorClean, there is no infringement or other adverse
claims against any of the Intellectual Property owned or
used by SuperiorClean. To the knowledge of SuperiorClean,
its use of software does not violate or otherwise infringe
the rights of any third party.
A.21 Warranties. The information in SEC filings concerning
SuperiorClean sets forth a true and complete list of the
forms of all express warranties and guaranties made by
SuperiorClean to third parties with respect to any services
rendered by SuperiorClean.
A.22 Suppliers. Except as set forth in the information
in SEC filings concerning SuperiorClean, SuperiorClean knows
and has no reason to believe that, either as a result of the
transactions contemplated hereby or for any other reason
(exclusive of expiration of a contract upon the passage of
time), any present material supplier of SuperiorClean will
not continue to conduct business with SuperiorClean after
the Closing Date in substantially the same manner as it has
conducted business prior thereto.
A.23 Accounts Receivable. The accounts receivable
reflected on the balance sheets included in the Financial
Statements, or thereafter acquired by SuperiorClean,
consists, in the aggregate in all material respects, of
items which are collectible in the ordinary and usual course
of business.
A.24 Governmental Approvals. To its knowledge, other
than as set forth in the Agreement, no authorization,
license, permit, franchise, approval, order or consent of,
and no registration, declaration or filing by SuperiorClean
with, any governmental authority, federal, state or local,
is required in connection with SuperiorClean's execution,
delivery and performance of this Agreement.
A.25 No Omissions or Untrue Statements. None of the
information relating to SuperiorClean in SEC filings, at the
respective times that the filings are made contains or will
contain any untrue statement of a material fact or omits or
will omit to state a material fact required to be stated
therein or necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
A.26 Information concerning SuperiorClean Complete.
SuperiorClean shall promptly provide to Fund and Aldo notice
concerning any of the information concerning SuperiorClean
furnished hereunder if events occur prior to the Closing
Date that would have been required to be disclosed had they
existed at the time of executing this Agreement. The
information provided to Fund and Aldo concerning
SuperiorClean, as supplemented prior to the Closing Date,
will contain a true, correct and complete list and
description of all items required to be set forth therein.
The information provided to Fund and Aldo concerning
SuperiorClean, as supplemented prior to the Closing Date, is
expressly incorporated herein by reference. Notwithstanding
the foregoing, any such supplement to the information in
furnished by SuperiorClean following the date hereof shall
not in any way affect Fund and Aldo's right not to
consummate the transactions contemplated hereby as set forth
herein.
To the extent SuperiorClean or its officers, directors or
principal shareholders suffer any claim, loss, liability or
damage as a result of any of the foregoing not being true or
accurate in any respect, they may set off any amounts due as
a result of the foregoing against the Note specified in
paragraph 1.1 above without any further action.
6. 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.
7. Approval
At such appropriate time as permitted by law, the Parties
will immediately take the appropriate and necessary
corporate action to authorize the Agreement and take
whatever corporate action deemed necessary in order to carry
out the transactions anticipated hereby.
8. Indemnification
Gautier will agree to indemnify and hold harmless SUCN with
respect to all losses arising out of any breach of any
representation, warranty or covenant of Gautier made
pursuant to the Agreement. SUCN will agree to indemnify and
hold harmless Gautier with respect to all losses arising out
of any breach of any representation, warranty or covenant of
SUCN made pursuant to the Agreement.
9. 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.
10. Assignability
This Agreement shall not be assignable or transferable by
either Party.
11. 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 the proposed
Merger set forth herein shall be commenced in courts located
in the State of Nevada, ▇▇▇▇▇ County. All parties consent
to the exclusive jurisdiction and venue of the federal and
state courts located in ▇▇▇▇▇ County with respect to any
action arising under this Agreement.
12. Amendment
This Agreement shall be amended only with the written
consent of the Parties.
13. 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.
14. 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.
15. Expenses
Except as provided herein, each of Gautier and SUCN, and
their shareholders, respectively, shall bear its own
expenses in connection with the preparation for the
consummation of the transaction contemplated by this
Agreement.
16. Contemporaneous Closing
This Agreement shall close contemporaneously with that
certain Agreement between SUCN and ▇▇▇▇▇▇▇ ▇▇▇▇▇ or assigns
and ▇▇▇▇ ▇▇▇▇▇▇▇ dated February 20, 2003 attached hereto as
Schedule E. 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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Title: President
The foregoing Agreement is accepted, approved and agreed to
by Gautier this 25th day of February, 2003.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇