YEAR 2002 STOCK AWARD PLAN

1.  Purpose. This Year 2002 Stock Award Plan  (the 'Plan')
of SuperiorClean, Inc. (the 'Company'), for selected
employees, officers, directors and key consultants and
advisors to the Company is intended to advance the best
interests of the Company by providing personnel who have
substantial responsibility for the management and growth of
the Company and its subsidiaries with additional incentive
by increasing their proprietary interest in the success of
the Company, thereby encouraging them to remain in the
employ of or provide consulting services to the Company or
any of its subsidiaries.

2.  Administration. The Plan shall be administered by the
Board of Directors of the Company (the 'Board') which shall
keep the minutes of its proceedings with regard to the Plan
and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the
Board shall constitute a quorum for the transaction of
business, and the vote of a majority of those members
present at any meeting shall decide any question brought
before that meeting. In addition, the Board may take any
action otherwise proper under the Plan by the affirmative
vote, taken without a meeting, of a majority of its members.
Any decision or determination reduced to writing and signed
by a majority of the members shall be as effective as if it
had been made by a majority vote at a meeting properly
called and held. All questions of interpretation and
application of the Plan shall be subject to the
determination of the Board. The actions of the Board in
exercising all of the rights, powers and authorities set out
in this Plan, when performed in good faith and in its sole
judgment, shall be final, conclusive, and binding on the
parties.

3.  Shares Available Under the Plan. The stock subject the
Stock Awards shall be shares of the Company's Common Stock,
without par value, (the 'Common Stock'). The total number of
shares of Common Stock available under the Plan shall not
exceed in the aggregate 2,300,000. Such shares may be
treasury shares or authorized but unissued shares.

4.  Eligibility. The individuals who shall be eligible to
participate in the Plan shall be any officer, director,
employee, consultant, advisor or other person providing key
services to the Company who are not engaged in any
prohibited activity (hereinafter such persons may sometimes
be referred to as the 'Eligible Individuals'). Prohibited
Activity shall include the following:

     *    services rendered to the Company not in connection with
       a capital-raising or market making transaction;
     *    services directly or indirectly promote or maintain a
       market for the Company's securities;
     *    services by current or future auditors of the Company;
       and
     *    services in connection with a shell merger.

5.  Authority to Grant Stock Awards. The Board in its
discretion and subject to the provisions of the Plan may,
from time to time, grant to eligible individuals of the
Company Stock Awards. The Board may award and issue shares
of Common Stock under the Plan to an eligible individual
('Stock Award'). Stock Awards may be made in lieu of cash
compensation or as additional compensation. Stock Awards may
also be made pursuant to performance-based goals established
by the Board.

Subject only to any applicable limitations set forth in the
Plan, the number of shares of Common Stock covered by any
Stock Award shall be determined by the Board.

6.  Stock Awards.
(a)  Awards in Lieu of Compensation. The Board may grant
Common Stock to an
Eligible Individual under the Plan, without any payment by
the individual, in lieu of certain cash compensation or as
additional compensation. The Stock Award is subject to
appropriate tax withholding. After compliance with the tax
withholding requirements, a stock certificate shall be
issued to the individual recipient of the Stock Award. The
certificate shall bear such legend, if any, as the Board
determines is reasonably required by applicable law. Prior
to receipt of a Stock Award, the individual must comply with
appropriate requests of the Board to assure compliance with
all relevant laws.

(b)  Performance Based Awards. The Board may award shares of
Common Stock, without any payment for such shares, to
designated individuals if specified performance goals
established by the Board are satisfied. The designation of
an employee eligible for a specific performance-based Stock
Award shall be made by the Board in writing prior to the
beginning of the twelve month period for which the
performance is measured. The Board shall establish the
number of shares to be issued to a designated employee if
the performance goal is met. The Board must certify in
writing that a performance goal has been met prior to
issuance of any certificate for a performance-based Stock
Award to any employee. If the Board certifies the
entitlement of an employee to the performance-based Stock
Award, the certificate shall be issued to the employee as
soon as administratively practicable, and subject to other
applicable provisions of the Plan, including but not limited
to, all legal requirements and tax withholding. Performance
goals determined by the Board may be based on specified
increases in net profits, stock price, Company or segment
sales, market share, earnings per share, and/or return on
equity.

7.  Registration.  The Company may, but shall not be
obligated to, register any securities covered by a Stock
Award pursuant to the 1933 Act (as now in effect or as
hereafter amended) and, in the event any shares are
registered, the Company may remove any legend on
certificates representing these shares. The Company shall
not be obligated to take any other affirmative action in
order to cause the Stock Award to comply with any law or
regulation of any governmental authority.

8.  Employment Obligation. The granting of any Stock Award
shall not impose upon the Company any obligation to employ
or continue to employ any grantee; and the right of the
Company to terminate the employment of any officer or other
employee shall not be diminished or affected by reason of
the fact that a Stock Award has been granted to him.

9.  Changes in the Company's Capital Structure. The
existence of outstanding Stock Awards shall not affect in
any way the right or power of the Company or its
shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or
any other corporate act or proceeding, whether of a similar
character or otherwise. If the Company effects a subdivision
or consolidation of shares or other capital readjustment,
the payment of a dividend in capital stock or other equity
securities of the Company on its Common Stock, or other
increase or reduction of the number of shares of the Common
Stock outstanding, without receiving consideration therefore
in money, services, or property, or the reclassification of
its Common Stock, in whole or in part, into other equity
securities of the Company, then: (a) the number, class and
per share price of shares of Common Stock subject to Stock
Awards hereunder shall be appropriately adjusted (or in the
case of the issuance of other equity securities as a
dividend on, or in a reclassification of, the Common Stock,
the Stock Awards shall extend to such other securities) in a
manner so as to entitle a grantee to receive, for the same
aggregate cash consideration, and for an award of pending
performance-based Stock Awards, the same total number and
class or classes of shares or in the case of a dividend of,
or reclassification into, other equity securities, those
other securities) he would have held after adjustment if the
Stock Award was earned, immediately prior to the event
requiring the adjustment, or, if applicable, the record date
for determining shareholders to be affected by the
adjustment; and (b) the number and class of shares then
reserved for issuance under the Plan (or in the case of a
dividend of, or reclassification into, other equity
securities, those other securities) shall be adjusted by
substituting for the total number and class of shares of
stock then reserved, the number and class or classes of
shares of stock (or in the case of a dividend of, or
reclassification into, other equity securities, those other
securities) that would have been received by the owner of an
equal number of outstanding shares of Common Stock as a
result of the event requiring the adjustment. Comparable
rights shall accrue to each employee in the event of
successive subdivisions, consolidations, capital
adjustments, dividends or reclassifications of the character
described above. Appropriate adjustments shall also be made
to pending Stock Awards. Except as hereinbefore expressly
provided, the issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any
class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants
to subscribe therefore, or upon conversion of shares or
obligations of the Company convertible into such shares or
other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding
Stock Awards.

10.  Amendment or Termination of Plan. The Board may at any
time alter, suspend or terminate the Plan.

11.  Forfeitures. Notwithstanding any other provisions of
this Plan, if the Board finds by a majority vote after full
consideration of the facts that the employee, before or
after termination of his employment with the Company or its
subsidiaries for any reason (a) committed or engaged in
fraud, embezzlement, theft, commission of a felony, or
proven dishonesty in the course of his employment by the
Company or its subsidiaries, which conduct damaged the
Company or its subsidiaries, or disclosed trade secrets of
the Company or its subsidiaries, or (b) participated,
engaged in or had a financial or other interest, whether as
an employee, officer, director, consultant, contractor,
shareholder, owner, or otherwise, in any commercial endeavor
in the United States which is competitive with the business
of the Company or its subsidiaries without the written
consent of the Company or its subsidiaries, the employee
shall forfeit all outstanding Stock Awards which are not
fully vested, including all rights related to such matters,
and including any performance based Stock Awards to which he
may be entitled, and other elections pursuant to which the
Company has not yet delivered a stock certificate. Clause
(b) shall not be deemed to have been violated solely by
reason of the employee's ownership of stock or securities of
any publicly owned corporation, if that ownership does not
result in effective control of the corporation. The decision
of the Board as to the cause of the employee's discharge,
the damage done to the Company or its subsidiaries, and the
extent of the employee's competitive activity shall be
final. No decision of the Board, however, shall affect the
finality of the discharge of the employee by the Company or
its subsidiaries in any manner. To provide the Company with
an opportunity to enforce this Section, no certificate for
Stock may be issued under this Plan without the
certification by the Board that no action forbidden by this
provision has been raised for their determination.

12.  Tax Withholding. The Company shall be entitled to
deduct from other compensation payable to each employee any
sums required by federal, state, or local tax law to be
withheld with respect to the grant, vesting, as appropriate,
of an Stock Award. In the alternative, the Company may
require the employee (or other person receiving the Stock
Award) to pay the sum directly to the employer corporation.

13.  Written Agreement. Each Stock Award granted hereunder
shall be embodied in a written agreement, which shall be
subject to the terms and conditions prescribed herein, and
shall be signed by the grantee and by an appropriate officer
of the Company on behalf of the Company. Each agreement
shall contain other provisions which the Board in its
discretion shall deem advisable.

14.  Governing Law and Interpretation. This Plan shall be
governed by the laws of the state of Nevada. Headings
contained in this Plan are for convenience only and shall in
no manner be construed as part of this Plan.

15.  Effective Date of Plan. The Plan shall become effective
as of December 12, 2002 (the 'Effective Date') and shall
terminate on the 1st anniversary of the Effective Date.