FIRST AMENDMENT TO EXCHANGE AGREEMENT
This First Amendment to Exchange Agreement (the "Amendment") is entered
into on October 15, 1997, by and between OXFORD CAPITAL CORP. ("Oxford"), CREST
OUTSOURCING, INC. ("Crest") and AMERICAN TELETRONICS, INC. (the "Shareholder")
with respect to the following:
WHEREAS, Oxford, Crest and the Shareholder have entered into an Exchange
Agreement dated February 14, 1997, (the "Agreement") (capitalized terms used and
not otherwise defined herein shall have the meaning set forth in the Agreement);
and
WHEREAS, Oxford has or plans to recapitalize Oxford and Oxford has
discharged certain obligations that were planned in the Agreement to be utilized
by the securities issued to Shareholder pursuant to the Agreement; and
WHEREAS, Shareholder desires to assist in such recapitalization and receive
securities that reflect the ownership percentage anticipated in the Agreement;
and
WHEREAS, Oxford, Crest, and Shareholder desire to amend the Agreement in
the following respects.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Return of Previously Issued Shares. Shareholder hereby tenders for
cancellation the securities issued pursuant to the Agreement and Oxford cancels
the obligations and releases Shareholder from the obligations set forth on
Exhibit AA hereto.
2. Amendment to Section 4.01. Section 4.01 of the Agreement is hereby
deleted in its entirety and replaced with the following:
"Section 4.01. The Exchange. On the terms and subject to the conditions set
forth in this Agreement, on the Closing Date (as defined in Section 4.04),
the Shareholder hereby agrees to assign, transfer, and deliver to Oxford,
free and clear of all liens, pledges, encumbrances, charges, restrictions
or known claims of any kind, nature, or description, the number of shares
of common stock of Crest set after his signature at the foot of this
Agreement, in the aggregate constituting 100% of the issued and outstanding
securities of Crest, and Oxford agrees to acquire such shares on such date
by issuing and delivering in exchange therefore 100,000 shares of Series A
$10.00 Convertible Redeemable Preferred Stock (the "Preferred Shares"), a
note payable in the amount of $250,000 (the "Note") and 250,000 warrants
(the "Warrants"), substantially in the form attached hereto as Exhibit W,
each exercisable to purchase one share of common stock of Oxford $0.001 par
value (the "Common Stock"), for a period of three years at $1.00 per share.
The Note shall be substantially in the form attached hereto as Exhibit X,
shall bear interest at 6% per annum and shall, subject to the provisions
set forth below regarding the issuance of the Notes in escrow, be payable
over fifty-eight (58) months in monthly installments of $5,000, including
interest. Each of the Preferred Shares shall be convertible at the option
of the holder, into one fully paid and non-assessable share of Common Stock
and one warrant (the "Conversion Warrants"). In order to convert shares of
Series A Preferred Stock, the holder shall submit to Oxford a notice of
conversion accompanied by payment of the then applicable conversion price.
With respect to the first twenty-five thousand (25,000) Preferred Shares
converted the conversion price shall be $1.00 per share; with respect to
the second twenty-five thousand (25,000) Preferred Shares converted, the
conversion price shall be $1.50 per share; with respect to all remaining
Preferred Shares converted, the conversion price shall be equal to eight
percent (80%) of the average closing bid price of the Common Stock as
calculated over the twenty trading-day period ending on the trading day
immediately preceding the date on which Oxford receives (by telecopier)
each conversion notice. The form of Conversion Warrant is attached hereto
as Exhibit BB. The Conversion Warrants shall be exercisable for a period of
one year from the date of issuance and shall be convertible to acquire one
share of Common Stock per Conversion Warrant at a price equal to the
closing bid price of Oxford's common stock on the date of issuance of each
Conversion Warrant.
If Oxford should sell the business of Crest to a third party, the holder of
the Preferred Shares shall have the option to convert the Preferred Shares,
as set forth above, or to have Oxford redeem the unconverted Preferred
Shares at $10.00 per share. On the third anniversary of the issuance of the
Preferred Shares, all Preferred Shares remaining outstanding and
unconverted shall, at Oxford's option, be redeemed at $10.00 per share or
converted into Common Stock at the rate of twenty shares of Common Stock
for each Preferred Share. The Preferred Shares shall be entitled to ten
votes per share with respect to all matters submitted to a vote of the
shareholders of Oxford.
At Closing, the Preferred Shares, the Note, and the Warrants shall be
deposited with Xxxx Xxxxxxxxx, Esq. and Xxxxxx Xxxxxxxxx, Esq. to be held
in escrow, pursuant to the Escrow Agreement attached hereto as Exhibit Y.
As further assurance of the satisfactory resolution of the Disputes, the
Shareholder shall deliver to Oxford at closing an Indemnification Agreement
substantially in the form attached hereto as Exhibit Z pursuant to which
the Shareholder shall hold harmless and indemnify Oxford against certain
losses, damages, claims, expenses or injuries.
3. Representations and Warranties of Oxford. Oxford represents and warrants
that as of the date hereof, there are no more than 17,187,238 issued and
outstanding shares of Common Stock or shares of Common Stock that may be issued
upon the exercise of options or warrants or securities that are convertible in
to Common Stock, including the Warrants, the Preferred Stock and the Conversion
Warrants associated with this transaction. Excluding the Warrants, the Preferred
Stock, the Conversion Warrants, to the extent that there are a greater number of
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shares of Common Stock issued and outstanding, the number of Preferred Shares,
Conversion Warrants, and Warrants shall increase proportionately, including the
number of shares of Common Stock that may be purchased pursuant to the
conversion of the first 25% of Preferred Stock, the second 25% of Preferred
Stock and the remaining 50% of Preferred Stock.
4. Ratification of Remaining Terms. Except as amended hereby, all other
terms of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the corporate parties hereto have caused this amendment
to be executed by their respective officers, hereunto duly authorized, as of the
date first-above written.
ATTEST OXFORD CAPITAL CORP.
------------------------- By:
Secretary ---------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST CREST OUTSOURCING, INC.
------------------------- By:
Secretary ---------------------------------
Xxxxx X. Xxxxx, Xx.,
Authorized Representative
ATTEST AMERICAN TELETRONICS, INC.
------------------------- By:
Assistant Secretary ---------------------------------
Xxxxx X. Xxxxx, Xx., Chairman
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