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 Xxxx Syracuse ("Syracuse").
W I T N E S S E T H:
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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
Xxxxx 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 Xxxxx 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/ Xxxx Syracuse
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Xxxx Syracuse, Chief Executive Officer
XXXX SYRACUSE, INDIVIDUALLY
/s/ Xxxx Syracuse
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