EXHIBIT 4.3
SERVICES AGREEMENT
AGREEMENT made this _____ day of September 2003 by and between Randy
Jones and Victor Industries Inc., an Idaho corporation.
WHEREAS, Randy Jones has provided certain bookkeeping services to
Victor Industries; and
WHEREAS, payment for the same has not been made.
NOW THEREFORE, in consideration of $10 and other good and valuable
consideration the Parties hereto agree as follows:
1. Victor Industries Inc. (the "Company") owes Randy Jones ("Jones")
$15,000 for services rendered to the Company.
2. Jones has agreed to accept 1,500,000 (One Million five Hundred Thousnd)
shares of the Company's stock as payment for such amounts due him.
3. The Company has agreed to register such shares to be issued to Jones on
a registration on Form S-8 and not impose any restrictions on the
resale of such shares.
4. Jones acknowledges that he has access to the books and records of the
Company and has had the opportunity to ask questions of the Company and
its officers.
5. The Consultant's services will not include anything that would be
construed as being in connection with the offer or sale of securities
in a capital raising transaction or directly or indirectly promoting or
maintaining a market for the Company's securities.
6. Arbitration. The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief) whether
existing now, in the past or in the future as to which the parties or
any affiliates may be adverse parties, and whether arising out of this
Consulting Agreement or from any other cause, will be resolved by
arbitration before the American Arbitration Association within the
State of Florida. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Florida. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Florida,
determined without regard to its provisions which would otherwise apply
to a question of conflict of laws.
7. Assignment. This Agreement is not transferable or assignable.
8. Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by fax transmission of an executed copy of
this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
9. Titles. The titles of the sections and subsections of this agreement
are for the convenience of reference only and are not to be considered
in construing this agreement.
10. Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
11. Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters
herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to
such matters.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
VICTOR INDUSTRIES INC.
By: /s/ Dave Boulter
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Name: Dave Boulter
Title: Secretary
AGREED AND ACCEPTED
By: /s/ Randy Jones
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Randy Jones
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