-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JzNg+eQ5r0mBusJIu2/70QvkxRSF6fqW5sVjIDuQraZfQUMqo/u2tUP4uB0HIoPB w0/jY3FkwI/BhHKqC0P+HA== 0001026700-02-000247.txt : 20021008 0001026700-02-000247.hdr.sgml : 20021008 20021008143506 ACCESSION NUMBER: 0001026700-02-000247 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021001 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021008 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PITTS & SPITTS INC CENTRAL INDEX KEY: 0001058330 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 880393257 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24723 FILM NUMBER: 02784025 BUSINESS ADDRESS: STREET 1: 750 WEST PENDER ST STREET 2: SUITE 804 CITY: VANCOUVER BRITISH CO STATE: A6 ZIP: V6C 2T8 BUSINESS PHONE: 7027322253 MAIL ADDRESS: STREET 1: 1600 E DESERT INN RD STREET 2: SUITE 102 CITY: LAS VEGAS STATE: NV ZIP: 89109 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED CARBONICS CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: URBANA CA INC DATE OF NAME CHANGE: 20000223 8-K 1 fm8k_10102.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): October 1, 2002 Commission File No.: 0-24723 ------- PITTS AND SPITTS, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 88-0393257 - -------------------------------- -------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 14221 Eastex Freeway Houston, Texas 77032 ---------------------- (Address of principal executive offices) (281) 442-5013 ----------------------------- (Issuer telephone number) Item 5. Other Events On October 7, 2002, Pitts and Spitts, Inc., a Nevada corporation, (the "Company") executed an Exchange Agreement with Oxford Knight International, Inc. Pursuant to the Exchange Agreement, the Company will issue 1,970,000 shares of common stock to Oxford Knight in consideration for 100% of the issued and outstanding shares of common stock of Fabricating Solutions, Inc., a Texas corporation, and Pitt's and Spitt's, Inc., a Texas corporation (the "Exchange"). Fabricating Solutions is a sheet metal fabricating company and Pitt's and Spitt's is a prestigious manufacturer of barbeque pits. Paul Syracuse, the Company's chief executive officer, also serves as the chief executive officer of Oxford Knight International. On October 1, 2002, the Company entered into a settlement agreement and mutual release ("Mutual Release") with Oxford Knight International, Inc., Pitts & Spitts, Inc., a Texas corporation ("Pitts Texas"), Fabricating Solutions, Inc., Har-Whit, Inc., Har-Whit/Pitts & Spitts, Inc., American International Industries, Inc., ("American") Paul Syracuse, Kimberly Syracuse, Daniel Dror ("Dror"), and Charles R. Zeller ("Zeller"). Pursuant to the Mutual Release, the various parties released one another from any and all causes of action from past dealings. In consideration for the release by American, Dror and Zeller, the Company agreed to issue American 10,700,000 shares of Company common stock and issue Zeller 300,000 shares of Company common stock. 10,500,000 of the shares issued to American have anti-dilutive rights and American shall be issued additional shares when the Company's outstanding shares exceed 33,900,000 shares of common stock. As additional consideration, the Company and/or Oxford agreed to pay American $200,000 to pay off the 2nd lien held by American on the property located at 14221 Eastex Freeway upon refinancing the mortgage on such property. In consideration for the release by the Company, Oxford, Pitts Texas, and various other parties to the Mutual Release, American, Dror and Zeller agreed to cancel any and all agreements with the Company, Oxford, Pitts Texas and other parties to the Mutual Release which included two promissory notes for an aggregate of $2,000,000, security agreements, a lease agreement, a deed of trust, as well as various other agreements. In addition, American returned for cancellation, shares of preferred stock of Oxford. In the event the Company does not acquire the stock of Pitts Texas and Fabricating Solutions within twenty days, the two notes aggregating $2,000,000 with American shall remain in effect. In connection with the Mutual Release, Oxford entered into an agreement with Paul Syracuse, whereby Oxford agreed to transfer the Company's Series A preferred stock to Paul Syracuse in consideration for the release of all payments owed to Paul Syracuse by Oxford which amounted to approximately $420,000. The Series A preferred stock are convertible into 51% of the Company's outstanding common stock following conversion. Paul Syracuse agreed to place his Series A preferred stock and/or common stock from the conversion of the Series A preferred stock into an escrow account until such time as the earlier of (1) American receiving $2,000,000 through the sale of its shares of Company common stock issued pursuant to the Mutual Release, or (2) October 1, 2005. In the event American has not received $2,000,000 through the sale of its shares of Company common stock by October 1, 2005, the shares of Company common stock and/or Series A preferred stock owned by Paul Syracuse shall be turned over to American. The Exchange and the agreement between Paul Syracuse and Oxford Knight International is subject to the approval of shareholders of Oxford Knight International, which approval is expected. Item 7. Financial Statements and Exhibits. (c) Exhibits: Exhibits Description 2.1 Exchange Agreement between Pitts and Spitts, Inc. and Oxford Knight International, Inc. 10.1 Settlement Agreement and Mutual Release between Pitts and Spitts, Inc., a Nevada corporation, Oxford Knight International, Inc., Pitts & Spitts, Inc., a Texas corporation, Fabricating Solutions, Inc., Daniel Dror, Paul Syracuse, Kimberly Syracuse, Charles R. Zeller, and American International Industries, Inc. 10.2 Agreement between Paul Syracuse and Oxford Knight International, Inc. Signatures Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto authorized. PITTS AND SPITTS, INC. October 7, 2002 /s/ Paul Syracuse --------------------------------- Paul Syracuse Chief Executive Officer EX-2 3 ex21_8k10702.txt EXCHANGE AGREEMENT Between OXFORD KNIGHT INTERNATIONAL, INC., AND PITTS AND SPITTS, INC. Dated October 7, 2002 TABLE OF CONTENTS ARTICLE I REPRESENTATIONS, COVENANTS OF PITTS AND SPITTS, INC. 1.01 Organization 1 1.02 Capitalization 1 1.03 Subsidiaries and Predecessor Corporations 1 1.04 Information 2 1.05 Options and Warrants 2 1.06 Absence of Certain Changes or Events 2 1.07 Litigation and Proceedings 3 1.08 Contracts 3 1.09 No Conflict With Other Instruments 4 1.10 Governmental Authorizations 4 1.11 Approval of Agreement 4 1.12 Labor Relations 5 1.13 Pitts Schedules 5 1.14 Valid Obligation 6 ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PITT'S & SPITT'S, INC. AND FABRICATING SOLUTIONS, INC. 2.01 Organization 6 2.02 Capitalization 6 2.03 Title to Assets 6 2.04 Schedule of Assets 7 2.05 Indebtedness 9 2.06 Litigation 9 2.07 Information 9 2.08 No Conflict with Other Instruments 9 2.09 Government Authorizations 10 2.10 Compliance with Laws and Regulations 2.11 Approval of Agreement 2.12 Pitt's & Spitt's And Fabricating Solutions Schedules 10 2.13 Valid Obligation 11 ARTICLE III PLAN OF EXCHANGE 3.01 The Exchange 11 3.02 Closing 11 3.03 Closing Events 11 ARTICLE IV SPECIAL COVENANTS 4.01 Access to Properties and Records 13 4.02 Delivery of Books and Records 13 4.03 Third Party Consents and Certificates 13 4.04 Oxford Knight Stockholder Consents ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF PITT'S & SPITT'S, INC. AND FABRICATING SOLUTIONS, INC. 5.01 Accuracy of Representations and Performance of Covenants 16 5.02 Approval by Oxford Directors 16 5.03 No Governmental Prohibitions 16 5.04 Consents 17 5.05 Other Items 17 5.06 Approval by Oxford Shareholders ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF PITTS AND SPITTS 6.01 Accuracy of Representations and Performance of Covenants 17 6.02 No Governmental Prohibition 17 6.03 Consents 18 6.04 Other Items 18 6.05 Approval by Oxford Shareholders ARTICLE VII MISCELLANEOUS 7.01 Brokers 18 7.02 Governing Law 18 7.03 Notices 18 7.04 Attorney's Fees 18 7.05 Confidentiality 18 7.06 Public Announcements and Filings 19 7.07 Schedules; Knowledge 19 7.08 Third Party Beneficiaries 19 7.09 Expenses 19 7.10 Entire Agreement 19 7.11 Survival; Termination 19 7.12 Counterparts 19 7.13 Amendment or Waiver 19 7.14 Best Efforts 19 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this ___ day of October 2002 by and between OXFORD KNIGHT INTERNATIONAL, INC. a Texas corporation (hereinafter referred to as ("Oxford"), which owns 100% of all of the outstanding shares of Pitt's & Spitt's, Inc., a Texas Corporation and Fabricating Solutions, Inc., a Texas corporation sometimes collectively referred to as the "Acquired Companies", and PITTS AND SPITTS, INC., formerly URBANA.CA, INC. a Nevada corporation (hereinafter referred to as "Pitts Nevada"), upon the following premises: Premises WHEREAS, Oxford is a publicly held corporation organized under the laws of the State of Texas; WHEREAS, Pitts Nevada is a publicly-traded corporation organized under the laws of the State of Nevada; WHEREAS, management of Pitts Nevada has determined that it is in the best interest of the parties that Pitts Nevada acquire control of the Acquired Companies through the issuance of common stock in exchange for shares of common stock of the Acquired Companies; and WHEREAS, Oxford and Pitts Nevada desire to set forth the terms of the Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986. Agreement NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows: ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PITTS NEVADA As an inducement to, and to obtain the reliance of Oxford, except as set forth on the Pitts Nevada Schedules (as hereinafter defined), Pitts Nevada represents and warrants as follows: Section 1.01 Organization. Pitts Nevada is a corporation duly organized and validly existing under the laws of the State of Nevada and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business. Included in the Pitts Nevada Schedules are complete and correct copies of the articles of incorporation, and bylaws of Pitts Nevada as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Pitts Nevada's Articles of Incorporation or Bylaws. Pitts Nevada has taken all actions required by law, its articles of incorporation, or otherwise to authorize the execution and delivery of this Agreement. Pitts Nevada has full power, authority, and legal right and has taken all action required by law, its articles of incorporation, and otherwise to consummate the transactions herein contemplated. Section 1.02 Capitalization. The authorized capitalization of Pitts Nevada consists of 80,000,000 shares of common stock, $.001 par value, of which approximately 897,250 shares are currently issued and outstanding. In addition, Pitts Nevada has authorized 10,000,000 shares of preferred stock, $.001 par value, of which ____ shares are currently issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Section 1.03 Subsidiaries and Predecessor Corporations. Pitts Nevada does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation, except as disclosed in Schedule 1.03. For purposes hereinafter, the term "Pitts Nevada" also includes those subsidiaries, if any, set forth on Schedule 1.03. Section 1.04 Information. The information concerning Pitts Nevada set forth in this Agreement and in the Pitts Nevada Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters and transactions with affiliates. Section 1.05 Options or Warrants. There are ___________ existing options, warrants, calls, or commitments of any character relating to the authorized and unissued Pitts Nevada common stock. Section 1.06 Absence of Certain Changes or Events. Except as set forth in this Agreement or the Pitts Nevada Schedules, since June 30, 2002: (a) there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of Pitts Nevada or (ii) any damage, destruction, or loss to Pitts Nevada (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Pitts Nevada; (b) Pitts Nevada has not (i) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (ii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Pitts Nevada; (iii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and (c) to the best knowledge of Pitts Nevada, Pitts Nevada has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect the business, operations, properties, assets, or condition of Pitts Nevada. Section 1.07 Litigation and Proceedings. Except as set forth in the Pitts Nevada Schedules, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of Pitts Nevada after reasonable investigation, threatened by or against Pitts Nevada or affecting Pitts Nevada or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Pitts Nevada does not have any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Section 1.08 Contracts. (a) Except as included or described in the Pitts Nevada Schedules, there are no "material" contracts, agreements, franchises, license agreements, debt instruments or other commitments to which Pitts Nevada is a party or by which it or any of its assets, products, technology, or properties are bound other than those incurred in the ordinary course of business (as used in this Agreement, a "material" contract, agreement, franchise, license agreement, debt instrument or commitment is one which (i) will remain in effect for more than six (6) months after the date of this Agreement or (ii) involves aggregate obligations of at least fifty thousand dollars ($50,000)); and (b) All contracts, agreements, franchises, license agreements, and other commitments to which Pitts Nevada is a party or by which its properties are bound and which are material to the operations of Pitts Nevada taken as a whole are valid and enforceable by Pitts Nevada in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally. Section 1.09 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute an event of default under, or terminate, accelerate or modify the terms of any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which Pitts Nevada is a party or to which any of its properties or operations are subject. Section 1.10 Governmental Authorizations. Except as set forth in the Pitts Nevada Schedules, Pitts Nevada has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Pitts Nevada of this Agreement and the consummation by Pitts Nevada of the transactions contemplated hereby. Section 1.11 Approval of Agreement. The board of directors of Pitts Nevada has authorized the execution and delivery of this Agreement by Pitts Nevada and has approved this Agreement and the transactions contemplated hereby. Section 1.12 Labor Relations. Pitts Nevada has not had work stoppage resulting from labor problems. To the knowledge of Pitts Nevada, no union or other collective bargaining organization is organizing or attempting to organize any employee of Pitts Nevada. Section 1.13 Pitts Nevada Schedules. Pitts Nevada has delivered to Oxford the following schedules, which are collectively referred to as the "Pitts Nevada Schedules" and which consist of separate schedules dated as of the date of execution of this Agreement, all certified by the chief executive officer of Pitts Nevada as complete, true, and correct as of the date of this Agreement in all material respects: (a) a schedule containing complete and correct copies of the articles of incorporation, and bylaws of Pitts Nevada in effect as of the date of this Agreement; (b) a schedule setting forth a description of any material adverse change in the business, operations, property, inventory, assets, or condition of Pitts Nevada since June 30, 2002, required to be provided; and (c) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Pitts Nevada Schedules by Sections 1.01 through 1.14. Pitts Nevada shall cause the Pitts Nevada Schedules and the instruments and data delivered to Oxford hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by Pitts Nevada. Pitts Nevada shall have until October 31, 2002 to pro vide such schedules. If Pitts Nevada cannot or fails to do so, or if Oxford acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Oxford may terminate this Agreement by giving written notice to Pitts Nevada within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Oxford may consider a disclosure in the Pitts Nevada Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial condition of Pitts. Section 1.14 Valid Obligation. This Agreement and all agreements and other documents executed by Pitts Nevada in connection herewith constitute the valid and binding obligation of Pitts Nevada, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. ARTICLE II REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ACQUIRED COMPANIES As an inducement to, and to obtain the reliance of Pitts Nevada, except as set forth in the Acquired Companies Schedules (as hereinafter defined), Acquired Companies represent and warrant as follows: Section 2.01 Organization. Pitt's & Spitt's, Inc. and Fabricating Solutions, Inc. are corporations duly organized and validly existing under the laws of the State of Texas, with corporate power to own property and carry on its business as it is now being conducted. Copies of the Articles of Incorporation of Acquired Companies, that have been certified by the Secretary of State of Texas and delivered to Pitts Nevada are complete and accurate as of the date of this Agreement. Acquired Companies are qualified to transact business as foreign corporations in which its principal properties are located or are not required to be qualified as a foreign corporation to transact business in any other jurisdiction. Section 2.02 Capitalization. Pitt's & Spitt's, Inc. has an authorized capitalization of 100,000,000 shares of Common Stock, $0.001 Par Value, and 10,000,000 shares of Preferred Stock, $0.001 par value and as of the date of this Agreement 90,000,000 shares of Common Stock are issued and outstanding, fully paid, and nonassessable. Fabricating Solutions, Inc. has an authorized capitalization of ______ shares of capital stock, all of one class of ______ par value, and as of the date of this Agreement _____ shares are issue and outstanding, fully paid, and nonassessble. There are no outstanding subscriptions, options, contracts, commitments, or demands relating to the capital stock of Acquired Companies or other agreements of any character under which Acquired Companies would be obligated to issue or purchase shares of its capital stock. Section 2.03 Title to Assets. Acquired Companies have good marketable title to all assets specified in the schedule described in Paragraph 2.04. All such assets are not subject to any mortgage, pledge, lien, charge, security interest, encumbrance, or restriction except those that: a. Are disclosed in the Schedule of Assets listed in Paragraph 2.04; or b. Do not materially adversely affect the use of the asset. Section 2.04 Schedule of Assets. Oxford has delivered to Pitts a separate Schedule of Assets ("Schedule "A"), specifically referring to this paragraph, containing a true and complete: a. List description of all property owned by Acquired Companies, and any real property in which Acquired Companies have a leasehold interest; b. List of all fire and other casualty and liability policies of Acquired Companies in effect at the time of delivery of such schedule. Section 2.05 Indebtedness. (a) Acquired Companies presently have no outstanding indebtedness other than liabilities incurred in the ordinary course of business or in connection with this transaction other than on the attached schedule ("Schedule "B"). Acquired Companies are not in default with respect to any terms or conditions of any indebtedness. (b) Acquired Companies have not made any special assignment for the benefit of creditors, nor has any involuntary or voluntary petition in bankruptcy been filed by or against Acquired Companies. Section 2.06 Litigation. (a) Acquired Companies are not a party to, nor have they been threatened with, any litigation or governmental proceeding that, if decided adversely to it, would have a material adverse effect on the transaction contemplated by this Agreement, or on the financial condition, net worth, prospectus, or business of Acquired Companies. To the best of Oxford's knowledge, it is not aware of any facts that might result in any action, suit, or other proceeding that would result in any material adverse change in the business or financial condition of Acquired Companies. Section 2.07 Information. The information concerning Acquired Companies set forth in this Agreement and the Acquired Companies Schedules are complete and accurate in all material respects and do not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. Section 2.08 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Acquired Companies are a party or to which any of its assets or opera tions are subject. Section 2.09 Governmental Authorizations. Acquired Companies have all licenses, franchises, permits, and other governmental authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent or order of, of registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by Oxford of this Agreement and the consummation by Oxford of the transactions contemplated hereby. Section 2.10 Compliance With Laws and Regulations. To the best of its knowledge, the Acquired Companies have complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of the Acquired Companies or except to the extent that noncompliance would not result in the occurrence of any material liability. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities. Section 2.11 Approval of Agreement. The board of directors of Oxford has authorized the execution and delivery of this Agreement by Oxford and has approved this Agreement and the transactions contemplated hereby. Section 2.12 Acquired Companies Schedules. Acquired Companies have delivered to Pitts Nevada the following schedules which are collectively referred to as the "Acquired Companies Schedules" and which consist of separate schedules, which are dated the date of this Agreement, all certified by the chief executive officer of Oxford to be complete, true, and accurate in all material respects as of the date of this Agreement: (a) a schedule containing complete and accurate copies of the certificate of incorporation and bylaws of the Acquired Companies as in effect as of the date of this Agreement; (b) a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the Acquired Companies Schedules by Sections 2.01 through 2.12. The Acquired Companies shall cause the Acquired Companies Schedules and the instruments and data delivered to Pitts Nevada hereunder to be promptly updated after the date hereof up to and including the Closing Date. It is understood and agreed that not all of the schedules referred to above have been completed or are available to be furnished by the Acquired Companies. The Acquired Companies shall have until August 31, 2002 to provide such schedules. If the Acquired Companies cannot or fail to do so, or if Pitts Nevada acting reasonably finds any such schedules or updates provided after the date hereof to be unacceptable according to the criteria set forth below, Pitts Nevada may terminate this Agreement by giving written notice to the Acquired Companies within five (5) days after the schedules or updates were due to be produced or were provided. For purposes of the foregoing, Pitts Nevada may consider a disclosure in the Acquired Companies Schedules to be "unacceptable" only if that item would have a material adverse impact on the financial statements of Pitts Nevada. Section 2.13 Valid Obligation. This Agreement and all agreements and other documents executed by the Acquired Companies in connection herewith constitute the valid and binding obligation of the Acquired Companies, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought. Section 2.14. No Brokers or Finders. All negotiations on the part of the parties related to this Agreement have been accomplished solely by the parties without the assistance of any person employed as a broker or finder. The parties have done nothing to give rise to any valid claims against Pitts or Acquired Companies for a brokerage commission, finders' fee, or any similar charge. ARTICLE III PLAN OF EXCHANGE Section 3.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 3.03), Pitts Nevada shall issue, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 1,970,000 shares of restricted common stock of Pitts Nevada to Oxford, which shares are subject to Rule 144. In exchange for the issuance of such shares of common stock by Pitts Nevada, Oxford shall transfer Pitts 100% of the issued and outstanding shares of Common Stock of the Acquired Companies. At the Closing, Pitts Nevada shall, on surrender of its certificate or certificates representing such common stock of Pitts Nevada to Oxford or its registrar or transfer agent, be entitled to receive a certificate or certificates evidencing ____________ shares of Pitt's & Spitt's, Inc. and _____ shares of Fabricating Solutions, Inc. Section 3.02 Closing. The closing ("Closing") of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree ("Closing Date") but not later than _________, 2002, subject to the right of the parties to extend such Closing Date by up to an additional thirty (30) days. Such Closing shall take place at a mutually agreeable time and place. Section 3.03 Closing Events. At the Closing, the parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing. ARTICLE IV SPECIAL COVENANTS Section 4.01 Access to Properties and Records. Pitts Nevada and Oxford will each afford to the officers and authorized representatives of the other full access to the properties, books and records of Pitts Nevada or Oxford, as the case may be, in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of Pitts Nevada or Oxford, as the case may be, as the other shall from time to time reasonably request. Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in any event through the last fiscal quarter prior to the Closing Date), each party shall provide the other with quarterly internally prepared and unaudited financial statements. Section 4.02 Delivery of Books and Records. At the Closing, Oxford shall deliver to Pitts Nevada the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of the Acquired Companies now in the possession of Oxford or its representatives. Section 4.03 Third Party Consents and Certificates. Pitts Nevada and Oxford agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated. Section 4.04 Oxford Knight Shareholder Consent. Oxford agrees to conduct a shareholders meeting within 30 days of the execution of this agreement and that Paul Syracuse will vote to approve this transaction. ARTICLE V CONDITIONS PRECEDENT TO OBLIGATIONS OF OXFORD The obligations of Oxford under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 5.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Pitts Nevada in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement). Pitts Nevada shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Pitts Nevada prior to or at the Closing Section 5.02 Approval by Oxford Directors. The Exchange shall have been approved, and shares delivered in accordance with Section 3.01, by the directors of Oxford. Section 5.03 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 5.04 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Pitts after the Closing Date on the basis as presently operated shall have been obtained. Section 5.05 Other Items. Oxford shall have received such further opinions, documents, certificates or instruments relating to the transactions contemplated hereby as Oxford may reasonably request. Section 5.06 Approval by Oxford Shareholders. This Agreement shall have been approved by the Oxford Shareholders. ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF PITTS NEVADA The obligations of Pitts Nevada under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions: Section 6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by Oxford in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, Oxford shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Oxford and shall have satisfied the conditions described below prior to or at the Closing: (a) The directors of Pitts Nevada shall have approved the Exchange and the related transactions described herein. Section 6.02 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby. Section 6.03 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of the Acquired Companies and Pitts Nevada after the Closing Date on the basis as presently operated shall have been obtained. Section 6.04 Other Items. Pitts Nevada shall have received further opinions, documents, certificates, or instruments relating to the transactions contemplated hereby as Pitts Nevada may reasonably request. Section 6.05 Approval by Oxford Shareholders. This Agreement shall have been approved by the Oxford Shareholders. ARTICLE VII MISCELLANEOUS Section 7.01 Brokers. Pitts Nevada and Oxford agree that, except as set out on Schedule 7.01 attached hereto, there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. Pitts Nevada and Oxford each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finder's fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party. Section 7.02 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to the matters of state law, with the laws of the State of Texas without giving effect to principles of conflicts of law thereunder. Each of the parties (a) irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the federal courts of the United States, (b) by execution and delivery of this Agreement, irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the jurisdiction of the aforesaid court, and irrevocably waives any and all rights such party may now or hereafter have to object to such jurisdiction. Section 7.03 Notices. Any notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered to it or sent by telecopy, overnight courier or registered mail or certified mail, postage prepaid, addressed as follows: If to Oxford, to: Oxford Knight International, Inc. C/o Paul Syracuse 14221 Eastex Freeway Houston, Texas 77032 With copies to: David Loev, Esq. Vanderkam & Sanders 440 Louisiana Suite 475 Houston, Texas 77002 If to Pitts Nevada, to: Pitts and Spitts, Inc. C/o Paul Syracuse 14221 Eastex Freeway Houston, Texas 77032 or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3) days after mailing, if sent by registered or certified mail. Section 7.04 Attorney's Fees. In the event that either party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the prevailing party shall be reimbursed by the losing party for all costs, including reasonable attorney's fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein. Section 7.05 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein. Section 7.06 Public Announcements and Filings. Unless required by applicable law or regulatory authority, none of the parties will issue any report, statement or press release to the general public, to the trade, to the general trade or trade press, or to any third party (other than its advisors and representatives in connection with the transactions contemplated hereby) or file any document, relating to this Agreement and the transactions contemplated hereby, except as may be mutually agreed by the parties. Copies of any such filings, public announcements or disclosures, including any announcements or disclosures mandated by law or regulatory authorities, shall be delivered to each party at least one (1) business day prior to the release thereof. Section 7.07 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party's schedules delivered pursuant to this Agreement. Section 7.08 Third Party Beneficiaries. This contract is strictly between Pitts and Oxford, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third party beneficiary of this Agreement. Section 7.09 Expenses. Subject to this Agreement, whether or not the Exchange is consummated, each of Pitts Nevada and Oxford will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby. Section 7.10 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter. Section 7.11 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years. Section 7.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Section 7.13 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended. Section 7.14 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein. IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written. ATTEST: OXFORD KNIGHT INTERNATIONAL, INC. BY: /s/ Paul Syracuse - ------------------------------------- --------------------------------- Secretary or Assistant Secretary President ATTEST: PITTS AND SPITTS, INC. BY: /s/ Kimberly Syracuse - -------------------------------------- --------------------------------- Secretary or Assistant Secretary President EX-10 4 ex101_8k10702.txt SETTLEMENT AGREEMENT AND MUTUAL RELEASE 1. Parties. This settlement agreement and mutual release ("Mutual Release") is effective as of October __, 2002, by and between Oxford Knight International, Inc., a Texas corporation ("Oxford"), Pitts & Spitts, Inc., a Texas corporation ("Pitts Texas"), Fabricating Solutions, Inc., a Texas corporation ("Fabricating"), Har-Whit, Inc., a Texas corporation ("Har"), Har-Whit/Pitts & Spitts, Inc., a Texas corporation ("Har Pitt"), Pitts and Spitts, Inc., a Nevada corporation ("Pitts Nevada"), American International Industries, Inc. "(American"), Paul Syracuse and Kimberly Syracuse (collectively referred to as "Syracuse" unless otherwise noted), Daniel Dror ("Dror"), and Charles R. Zeller ("Zeller") collectively referred to as the parties ("Parties"). 2. Facts. 2.1 In March 2001, Oxford, Pitts Texas, and Paul Syracuse executed two Promissory Notes with American for an aggregate of $2,000,000 plus interest a copy of which are attached as Exhibit "A" as well as Security Agreements, copies of which are attached hereto as Exhibit "B", a Deed of Trust, Security Agreement and Financing Statement, a copy of which is attached hereto as Exhibit "C", and a Stock Purchase Agreement attached hereto as Exhibit "D". 2.2 In December 2001, Oxford issued shares of Series A convertible preferred stock to American. 2.3 In July 2002, Zeller and Oxford entered into a lease agreement a copy of which is attached hereto as Exhibit "D". 2.4 The parties have entered into various other agreements. 2.5 The parties agree and acknowledge that the business of Fabricating and Pitts Texas will be transferred into Pitts Nevada and this is part of the consideration for the various parties entering into this Mutual Release. 3. Mutual Release. 3.1 In consideration of the agreements and covenants set forth hereinabove and hereinbelow, the sufficiency of which American, Dror, and Zeller hereby acknowledge and confess, for themselves and/or themself, their agents, servants, directors, managers, members, representatives, successors, employees and assigns, to the extent legally allowed, hereby covenant and agree as follows: 3.1.1 Except as otherwise provided herein, that American, Dror, and Zeller hereby release, acquit and forever discharge Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse, their agents, officers, directors, servants, representatives, successors, employees and assigns from any and all rights, obligations, claims, demands and causes of action, whether in contract, tort, or state and/or federal securities regulations, arising from or relating to the Promissory Notes; Security Agreements; Deed of Trust, Security Agreement and Financing Statement; Stock Purchase Agreement; and all correspondence, agreements and/or stock rights, including all obligations arising therefrom, and omissions and/or conduct of Oxford, Pitts Texas, Fabricating, Pitts Nevada, Syracuse and/or their agents, servants, representatives, successors, employees, directors, officers and assigns, relating to the Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse correspondence, agreements and stock rights. 3.2 In consideration of the agreements and covenants set forth hereinabove and hereinbelow, the sufficiency of which is hereby acknowledged and confessed, Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse, for themselves and their agents, servants, representatives, successors, employees and assigns to the extent legally allowed, hereby covenant and agree as follows: 3.2.1 That Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse hereby release, acquit and forever discharge American, Dror, Zeller, and their agents, officers, directors, servants, representatives, successors, employees and assigns from any and all rights, obligations, claims, demands and causes of action, whether in contract, tort, or state and/or federal securities regulations, arising from or relating to the Promissory Notes; Security Agreements; Deed of Trust, Security Agreement and Financing Statement, Stock Purchase Agreement and all correspondence, agreements and/or stock rights, including all obligations arising therefrom, and omissions and/or conduct of American, Dror, Zeller and/or their agents, servants, representatives, successors, employees, directors, officers and assigns, relating to American, Dror, Zeller correspondence, agreements and stock rights. 4. Consideration for American's, Dror's, and Zeller's Release. As consideration for the release by American, Dror, and Zeller set forth in section 3.1 hereof, Pitts Nevada agrees to issue American 10,700,000 shares of restricted common stock pursuant to Rule 144, of which the parties to this Mutual Release acknowledge that 500,000 shares have already been issued to American. An additional 300,000 shares of restricted common stock shall be issued to Charles R. Zeller which shares shall be subject to Rule 144. This Mutual Release assumes that Oxford and Paul Syracuse enter into an agreement whereby the Series A preferred stock of Pitts Nevada is transferred from Oxford to Paul Syracuse. As additional consideration, Paul Syracuse agrees to convert the Series A Preferred Stock of Pitts Nevada into common stock as per section 16 and hold the Pitts Nevada common stock in an escrow account with Vanderkam & Sanders until the earlier of American receiving $2,000,000 from the sale of its Pitts Nevada common stock or three years from the date this Mutual Release is executed. If American receives $2,000,000 from the sale of its Pitts Nevada common stock prior to three years from the date this Mutual Release is executed, Paul Syracuse's shares held in escrow with Vanderkam & Sanders shall be returned to Paul Syracuse. Except as described in item 6, in the event that American has not received $2,000,000 from the sale of its Pitts Nevada common stock within three years of the date this Mutual Release is executed then Paul Syracuse hereby instructs the Escrow Agent and hereby agrees to turn over his shares to American without further notice and at that time the 17,300,000 shares will immediately become the property of American. Upon Pitts Nevada and/or Oxford refinancing mortgages against the property located at 14221 Eastex Freeway in an amount sufficient to payoff the first mortgage balance owed to Southwest Bank of Texas and the $200,000 2nd lien owed to American, American shall receive $200,000. American will retain the 2nd lien in the amount of $200,000 with no interest until such time as it is paid. Pitts Nevada and/or Oxford agree to notify American of the status of a new mortgage by January 30, 2003. 10,500,000 of the shares of Pitts Nevada issued to American shall be appropriately adjusted to take into account any other stock split, stock dividend, reverse stock split, recapitalization, similar change in the Company common stock, or stock issuances resulting in the Company's common stock exceeding 33,900,000 shares of Pitts Nevada common stock outstanding which may occur between the date of the execution of this Agreement and American receiving an aggregate of $2,000,000 through the sale of stock pursuant to this Mutual Release. In the event that Pitts Nevada's common stock exceeds 33,900,000 shares prior to American receiving an aggregate of $2,000,000 as discussed herein, American shall be entitled to receive that proportion of additional shares of common stock so as to own that percentage equal to 10,500,000 shares divided by 33,900,000 shares. Oxford and Pitts Nevada agree to transfer the businesses and/or stock of Fabricating and Pitts Texas to Pitts Nevada within twenty days from the execution of this Mutual Release. American, Dror, and Zeller acknowledge that they will receive valid consideration from this. 5. Consideration for the Oxford's, Pitts Texas's, Fabricating's, Pitts Nevada's, and Syracuse's Release. As consideration for the release by Oxford, Pitts Texas's, Fabricating, Pitts Nevada's, and Syracuse set forth in Section 3.2 hereof, American, Dror and Zeller agree to cancel any and all agreements with Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse and agree to return all shares, warrants and securities received pursuant to the various agreements for immediate cancellation or returned to its respective owner upon execution of this Mutual Release, including, but not limited to common stock of Oxford Knight, Har, Har Pitt, and preferred stock of Oxford Knight. The 10,700,000 shares of Pitts Nevada issued to American in connection with this Mutual Release shall bear a customary restrictive legend, which shares include the 500,000 shares previously issued to American. American and/or its affiliates agrees that it will not sell short shares of Pitts Nevada at any time before Paul Syracuse's shares are returned to him from Vanderkam & Sanders. 6. Release of 17,300,000 shares held in escrow and accounting of $2,000,000 owed to American. It is agreed and acknowledged by the parties that American shall have the ability to sell or transfer its shares at whatever price it deems appropriate. However, to the extent American sells or transfers its shares of Pitts Nevada for less than $.20 per share, the shares shall be treated as if they were sold for $.20 per share for accounting purposes. Shares sold by American for greater than $.20 per share shall be treated at the sales price per share for accounting purposes. For example, if 100,000 shares are sold by American for $.05 per share, the sale of such shares shall be treated as if they were sold for $.20 per share or $20,000. The $20,000 amount would reduce the $2,000,000 amount of American pursuant to this Mutual Release. In the event American sells 100,000 shares at $.50 per share, the sale of such shares shall be treated at $.50 per share or $50,000. The $50,000 amount would reduce the $2,000,000 amount of American pursuant to this Mutual Release. Upon American selling or transferring shares equivalent to $2,000,000 prior to three years from the date this Mutual Release is executed, based upon the criteria in this section, the shares held in escrow shall be released to Paul Syracuse. In the event that American refuses to sell its shares of Pitts Nevada in order to satisfy the $2,000,000 obligation it is owed, the shares held in escrow shall be released to Syracuse and American's obligation shall be deemed satisfied. This shall be determined based on a good faith buyer (funds available via bank confirmation or cashier's check). 7. Termination of All Previous Agreements. All previous agreements among American, Dror and Zeller, Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt, and Syracuse and any and all related agreements and obligations are hereby terminated without further rights, obligations or liabilities of any Party thereunder. 8. No Other Cause of Action. Neither American, Dror, Zeller, Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt nor Syracuse are aware of any claims not being released herein against American, Dror, Zeller, Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt and Syracuse. 9. Capacity. The Parties represent that they are lawfully authorized to execute this Mutual Release. The Parties to this Mutual Release further represent that they have read it in full before its execution and that they fully understand the meaning, operation and effect of its terms. 10. Prior Assignments. American, Dror and Zeller represent that they have not assigned, in whole or in part, any claims, demands and/or causes of action against Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt and/or Syracuse to any person or entity prior to their execution of this Mutual Release. Oxford, Pitts Texas, Fabricating, Pitts Nevada, Har, Har Pitt and Syracuse represent that they have not assigned, in whole or in part, any claim, demand and/or causes of action against American, Dror, or Zeller to any person or entity prior to their execution of this Mutual Release. 11. Binding Effect. This Mutual Release shall be binding on and inure to the benefit of the Parties and their respective heirs, successors, assigns, director, officers, agents, employees and personal representatives. 12. Modification. No modification or amendment of this Mutual Release shall be effective unless such modification or amendment shall be in writing and signed by all Parties hereto. 13. Entire Agreement. This Mutual Release constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties in connection with the subject matter hereof. 14. Interpretation. The interpretation, construction and performance of this Mutual Release shall be governed by the laws of the State of Texas. Whenever used herein, the singular number shall include the plural, the plural shall include the singular and the use of any gender shall be applicable to all genders. 15. Execution. This Mutual Release may be executed in several counterparts, each of which shall be deemed an original, and such counterparts taken together shall constitute but one and the same Mutual Release. This Mutual Release shall be effective on the day and year first above written. All shares shall be transferred to the Escrow Agent upon execution of this Mutual Release until such time as the shares issued to American are received by Escrow Agent. 16. Conversion of Shares. Paul Syracuse agrees that he will issue instructions to convert the Series A preferred stock of Pitts Nevada into 17,300,000 shares of common stock within three days of the execution of this Mutual Release and that prior to such conversion instructions for the issuance of 1,200,000 shares shall be made and when issued such shares shall be placed in escrow for certain creditors. 17. Arbitration. If a dispute should arise regarding this agreement, the parties agree that all claims, disputes, controversies, differences or other matters in question arising out of this relationship shall be settled finally, completely and conclusively by arbitration in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("the Rules"). The governing law of this agreement shall be the law of the State of Texas, without giving effect to conflict of laws. A decision of the arbitrator shall be final and binding on Pitts, Oxford, Syracuse, Dror, Zeller, American, and the other parties to this Mutual Release. 18. Failure of Pitts Nevada to Acquire Stock or Businesses of Fabricating and Pitts Texas. Notwithstanding above, until the businesses and/or stock of Fabricating and Pitts Texas are acquired by Pitts Nevada, it shall be deemed that the two $1,000,000 notes presently secured by the assets as attached by Exhibit A will remain in effect. Escrow Agent shall hold all stock to be issued, exchanged, or transferred pursuant to this Mutual Release until such time as the earlier of (1) the businesses and/or stock of Fabricating and Pitts Texas are acquired by Pitts Nevada; or (2) twenty days from the execution of the Mutual Release. In the event the businesses and/or stock of Pitts Texas and Fabricating are not acquired by Pitts Nevada within twenty days from the execution of this Mutual Release, the two notes evidenced by Exhibit A shall remain in effect and this Mutual Release shall be null and void. IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have executed this Mutual Release as of the __th day of October, 2002. OXFORD KNIGHT INTERNATIONAL, INC. By: /s/ Paul Syracuse Its: CEO PITT'S & SPITT'S, INC., a Texas corporation By: /s/ Paul Syracuse Its: CEO FABRICATING SOLUTIONS, INC. By: /s/ Paul Syracuse Its: CEO PITTS AND SPITTS, INC., a Nevada corporation By: /s/ Paul Syracuse Its: CEO HAR-WHIT, INC. By: /s/ Paul Syracuse Its: CEO HAR-WHIT/PITTS & SPITTS, INC. By: /s/ Paul Syracuse Its: CEO AMERICAN INTERNATIONAL INDUSTRIES, INC. By: /s/ Daniel Dror Its: President PAUL SYRACUSE, INDIVIDUALLY By: /s/ Paul Syracuse Its: CEO KIMBERLY SYRACUSE, INDIVIDUALLY By: /s/ Kimberly Syracuse Its: CEO DANIEL DROR, INDIVIDUALLY /s/ Daniel Dror CHARLES R. ZELLER, INDIVIDUALLY /s/ Charles Zeller EX-10 5 ex102_8k10702.txt AGREEMENT This Agreement dated October 7, 2002 ("Agreement") is by and between, Oxford Knight International, Inc., a publicly traded corporation organized under the laws of the State of Texas (the "Company") and Paul Syracuse ("Syracuse"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company owes Syracuse $420,000 pursuant to terms of employment with the Company and for reimbursements; WHEREAS, the Company owns 1,000,000 shares of Series A Preferred Stock of Pitts and Spitts, Inc., a Nevada corporation, and desires to exchange these shares for the settlement of the obligation of the $420,000 owed to Syracuse; WHEREAS, Syracuse desires to receive the 1,000,000 shares of Series A Preferred Stock in consideration for the $420,000 owed to Syracuse by the Company; WHEREAS, the Company and Syracuse desire to set forth in writing the terms and conditions of their agreement and understanding concerning the release of obligations of the Company and the transfer of 1,000,000 shares of Series A Preferred Stock of Pitts and Spitts, Inc.; and NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. Consideration. The Company agrees to transfer the 1,000,000 shares of Series A Preferred Stock to Syracuse in consideration for the payment of the debt owed to Syracuse amounting to $420,000. 2. Miscellaneous. (a) Assignment. All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. (b) Arbitration. If a dispute should arise regarding this agreement, the parties agree that all claims, disputes, controversies, differences or other matters in question arising out of this relationship shall be settled finally, completely and conclusively by arbitration in Houston, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("the Rules"). The governing law of this agreement shall be the law of the State of Texas, without giving effect to conflict of laws. A decision of the arbitrator shall be final and binding on the Employer and Employee. (c) Entire Agreement, Amendments and Waivers. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. (d) Shareholder Approval. This Agreement is subject to the approval of the shareholders of the Company. The Company agrees to conduct a shareholders meeting within thirty days of the execution of this Agreement and Syracuse agrees to vote to approve this Agreement. (e) Faxed Copies. For purposes of this Agreement, a faxed signature will constitute an original signature. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. OXFORD KNIGHT INTERNATIONAL, INC. By: /s/ Paul Syracuse ------------------------------------ Paul Syracuse, Chief Executive Officer PAUL SYRACUSE, INDIVIDUALLY /s/ Paul Syracuse --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----