exhibit_10-11.htm



    
      

    

    EXHIBIT
10.11

    

      


       

      STOCK PURCHASE
AGREEMENT

       

      THIS
STOCK PURCHASE AGREEMENT (this "Agreement")
is entered into and dated as of the 23st day
of July 2008, by and among Xtreme Oil & Gas, Inc., a Washington corporation
("Xtreme"),
and Knight Enterprises, Inc., a Nevada corporation, (the "Seller")
(each of Xtreme and the Seller is individually referred to herein as a
"Party"
and collectively both as the "Parties")
and is made in light of the following recitals which are a material part
hereof:

       

      
        	
                 
      

              	
                a.

              	
                The
      Seller owns 100,000 shares of common stock (the "Seller Shares") in
      Small Cap Strategies, Inc., a Nevada corporation ("SMCA") which SMCA is a
      fully reporting company under the Securities Exchange Act of 1934 (the
      "1934 Act") which
      has elected to be governed as a business development company under the
      Investment Company Act of 1940 (the "1940 Act") and whose
      stock is listed on the OTC Bulletin Board listing service under the symbol
      SMCA.ob.

              


      

       

      
        	
                 
      

              	
                b.

              	
                The
      common stock of Xtreme is presently listed for sale as a non-reporting
      "grey-sheet"
      company under the symbol XTOG.pk.

              


      

       

      
      

      
        	 	
                c.

              	
                The
      Parties now desire that the proposed transaction close in accordance with
      this  Agreement
      and in accordance with the terms and conditions
    hereof.

              


      

       

       

      NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the Parties hereto, the Parties agree as
follows:

       

      ARTICLE
1

      PURCHASE
AND SALE OF THE SELLER SHARES

       

      
        	
                1.1
      

              	
                Purchase and Sale of
      the Seller Shares. Subject to the terms and conditions contained,
      and in further of the intent of the parties, Xtreme purchase from Seller,
      and Seller shall sell, assign, transfer and deliver to Xtreme, herewith
      unencumbered title to 100,000 shares, free and clear of all liens or
      claims (in exchange for the "Purchase Price" defined
      below. The Seller shall deliver the Seller Shares in the name of Xtreme or
      in such other name, which together with its irrevocable letter of
      direction and stock powers executed under "medallion" guarantee as will
      allow immediate and irrevocable transfer to Xtreme or nominees of Xtreme,
      and Xtreme shall deliver the Purchase Price together with such bill of
      sale and receipt as the Seller deems
necessary.

              


      

       

      
        	
                1.2

              	
                Closing Date.
      The closing date (the "Closing Date") shall be
      July 24, 2008 on or before 5:00pm provided the conditions precedent have
      been met but the Closing Date may be extended to the date next following
      the date on which such conditions precedent have been met but in no event
      later than July 25, 2008. The closing of this transaction (the "Closing") shall be held
      at the offices of James A. Reskin & Associates, counsel for Xtreme,
      located at 520 South Fourth Avenue, Suite 400, Louisville, Kentucky and
      may be closed by electronic communications and confirmations between the
      Parties.

              


      

       

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      
        	
                1.3

              	
                Purchase Price.
      The Purchase Price for the sale and purchase of the Seller Shares
      shall be the following: Xtreme shall deliver to the Seller 150,000 shares
      of stock in Xtreme which will be issued to Seller without regard to price,
      protection or rights or options.

              


      

       

      ARTICLE 2

      REPRESENTATIONS
AND WARRANTIES OF XTREME

       

      In order
to induce the Seller to enter into this Agreement and the transactions
contemplated hereby, Xtreme hereby represents and warrants that each of the
following statements is true and accurate in all respects.

       

      
        	
                2.1

              	
                Corporate Authority.
      Xtreme has full corporate power and authority to enter into this
      Agreement and to consummate the transactions contemplated hereby. All
      actions on the part of Xtreme necessary for the authorization, execution,
      delivery and performance of all obligations of Xtreme under this Agreement
      have been taken. The execution, delivery and performance by Xtreme of this
      Agreement have been duly authorized by all requisite corporate action, and
      this Agreement constitutes a valid and binding obligation of
      Xtreme.

              


      

       

      
        	
                2.2

              	
                Due Execution.
      This Agreement has been duly executed and delivered by Xtreme, and
      this Agreement constitutes the valid and binding obligation of Xtreme,
      enforceable in accordance with its
terms.

              


      

       

      
        	
                2.3
      

              	
                No Violation.
      Xtreme is not subject to or bound by any provision of (i) its
      organizational documents, (ii) any law, statute, rule, regulation or
      judicial or administrative decision, (iii) any mortgage, deed of Seller,
      lease, note, shareholders' agreement, bond, indenture, other instrument or
      agreement, license, permit, Seller, custodianship, or other restriction,
      or (iv) any judgment, order, writ, injunction or decree of any court,
      governmental body, administrative agency or arbitrator, which would
      prevent or be violated by the execution, delivery or performance by Xtreme
      of this Agreement or the consummation of the transactions contemplated
      hereby, or under which there would be a default, as a result of the
      execution, delivery or performance by Xtreme of this Agreement or the
      consummation of the transactions contemplated hereby. No consent,
      approval, authorization, declaration or filing is required for the valid
      execution, delivery and performance by Xtreme of this Agreement and the
      consummation of the transactions contemplated
  hereby.

              


      

       

      
        	
                2.4
      

              	
                Litigation, etc.
      To the knowledge of Xtreme, there are no civil, criminal or
      administrative actions, claims, lawsuits, litigation, hearings, notices of
      violation or proceedings pending or injunctions or decrees of any court or
      governmental body issued or, to the knowledge of Xtreme, threatened ("Actions") which
      involves the transactions contemplated by this Agreement, nor is there any
      state of facts or occurrence of any event which might give rise to any
      such Actions.

              


      

       

      
        
          	
                  2.5

                	
                  Acceptance of Seller
      Shares. Xtreme will accept the Seller Shares subject to matters
      pertaining
      to the sale of securities generally including but not limited to the
      Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder, or any state statute, rule, or regulation relating
      to the sale of securities (collectively, "Securities Laws") and therefore
      subject to such legends as required by the various Securities Laws and
      agrees that Xtreme will acquire the Seller Shares (i) as accredited
      investor, able, knowledgeable about such investments and willing to assume
      the risks of acquiring the Seller Shares; (ii) for investment and not with
      a view to the sale or other distribution thereof; and (iii) will not at
      any time sell, exchange, transfer, or otherwise dispose of the Seller
      Shares under circumstances that would constitute a violation of the
      Securities Laws.

                


        

      

       

      
      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


       

      
        
          	
                  2.6

                	
                  Status of Xtreme.
      As of the Closing date, there will be no more 18,000,000 shares of
      Xtreme
      Stock outstanding.

                


        

      

       

      
      

       

      ARTICLE
3

      REPRESENTATIONS
AND WARRANTIES OF THE SELLER

       

      In order
to induce Xtreme to enter into this Agreement and the transactions contemplated
hereby, the Seller hereby represents and warrants that the following statements
are true and accurate in all respects.

       

      
        	
                 3.1
      

              	
                Corporate Authority.
      The Seller has full corporate power and authority to enter into
      this Agreement and to consummate the transactions contemplated hereby. All
      action on the part of the Seller necessary for the authorization,
      execution, delivery and performance of all obligations of the Seller under
      this Agreement has been taken. The execution, delivery and performance by
      the Seller of this Agreement have been duly authorized by all requisite
      corporate action.

              


      

       

      
        
          	
                  3.2

                	
                  Due Execution.
      This Agreement has been duly executed and delivered by the Seller,
      and this
      Agreement constitutes the valid and binding obligation of the
      Seller.

                


        

      

       

      
      

      
        	
                3.3
      

              	
                No Violation.
      The Seller is not subject to or bound by any provision of (i) its
      organizational documents, (ii) any law, statute, rule, regulation or
      judicial or administrative decision, (iii) any mortgage, deed of Seller,
      lease, note, shareholders' agreement, bond, indenture, other instrument or
      agreement, license, permit, Seller, custodianship, or other restriction,
      or (iv) any judgment, order, writ, injunction or decree of any court,
      governmental body, administrative agency or arbitrator, which would
      prevent or be violated by the execution, delivery or performance by the
      Seller of this Agreement or the consummation of the transactions
      contemplated hereby, or under which there would be a &fault, as a
      result of the execution, delivery or performance by the Seller of this
      Agreement or the consummation of the transactions contemplated hereby. No
      consent, approval, authorization, declaration or filing is required for
      the valid execution, delivery and performance by the Seller of this
      Agreement and the consummation of the transactions contemplated
      hereby.

              


      

       

      
        
          	
                  3.4

                	
                  Litigation, etc.
      To the knowledge of the Seller, there are no Actions (as defined
      above) relating to the Seller which involves the transactions contemplated
      by this Agreement, nor is there any state of facts or occurrence of any
      event which might give rise to any such
Actions.

                


        

      

       

      
         


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


       

      
        
          	
                  3.5
      

                	
                   Status of the Seller
      Shares. As of the Closing date, the Seller Shares are authorized to
      be issued and fully-paid and non-assessable and there will be no adverse
      claims affecting the Seller Shares, there are no notations of any adverse
      claims marked on the certificates for the Seller Shares, and, Xtreme will
      acquire the Seller Shares free and clear of any security interests,
      mortgage, adverse claims, liens, or encumbrances of any nature or
      description whatsoever, subject only to the Securities
    Laws.

                


        

      

       

      ARTICLE
4

      CONDITIONS
AND COVENANTS

       

      
        	
                4.1
      

              	
                Conditions Precedent
      to Xtreme's Obligations. Xtreme's obligation to purchase the Seller
      Shares and Xtreme' obligation to take the other actions required to be
      taken by Xtreme at the Closing are subject to the satisfaction, at or
      prior to the Closing, of each of the following
  conditions:

              


      

       

      (a)       Representations and
Warranties. The representations and warranties contained in Article 3
shall be true and correct in all material respects on the Closing Date as though
made on the Closing Date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case as of such earlier
date);

       

      (b)       Delivery of Seller Shares.
The Seller shall have endorsed over or otherwise arranged for delivery of
the Seller Shares in the manner provided and physically delivered the Seller
Shares to Xtreme or its counsel for delivery to the transfer agent for further
delivery to Xtreme following closing;

       

      (c)       Resolutions of Seller.
The Seller shall have delivered to Xtreme an irrevocable ordinary
resolution of the Seller approving the transactions contemplated in this
Agreement; and

       

      (d)       No Injunction, etc.
There shall have been no Action that restrains or prohibits the
consummation of any of the transactions contemplated by this
Agreement.

       

      
        	
                4.2
      

              	
                Conditions Precedent
      to Seller' Obligations. Seller' obligation to deliver the Seller
      Shares and to take the other actions required to be taken by Seller at the
      Closing are subject to the satisfaction, at or prior to the Closing, of
      each of the following conditions:

              


      

       

      (a) Representations and
Warranties. The representations and warranties contained in Article 2
shall be true and correct in all material respects on the Closing Date as though
made on the Closing Date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case as of such earlier
date);

       

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


       

      (b) Resolutions of Xtreme.
Xtreme shall have delivered to Seller an irrevocable ordinary resolution
of the Board of Directors of Xtreme approving the transactions contemplated in
this Agreement; and

       

      (c) No Injunction, etc.
There shall have been no Action that restrains or prohibits the
consummation of any of the transactions contemplated by this
Agreement.

       

      
        	
                4.3
      

              	
                Post-Closing Covenants
      of Xtreme and the Seller. Each of Xtreme and the Seller shall use
      all reasonable efforts to take, or cause to be taken, all appropriate
      action to do, or cause to be done, all things necessary, proper or
      advisable under applicable law or otherwise to consummate and make
      effective the transactions contemplated by this Agreement as promptly as
      practicable

              


      

       

      ARTICLE
5

      SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS;

      INDEMNIFICATION

       

      
        	
                5.1
      

              	
                Survival of
      Representations, Warranties and Covenants. The representations,
      warranties and covenants contained in this Agreement shall survive the
      Closing Date until the expiration of the applicable statute of
      limitations.

              


      

       

      
        	
                5.2
      

              	
                Indemnification by
      Xtreme. Xtreme hereby agree to defend, indemnify and hold harmless
      the Seller from and against any and all losses, liabilities, damages,
      assessments, claims, judgments, costs and expenses, including reasonable
      attorneys' fees ("Losses"), which may be incurred by the Seller as a
      result of any breach by Xtreme of any agreement, covenant, representation
      or warranty set forth in this
Agreement.

              


      

       

      
        	
                5.3
      

              	
                Indemnification by the
      Seller. The Seller hereby agrees to defend, indemnify and hold
      harmless Xtreme from and against any and all Losses as defined above which
      may be incurred by Xtreme as a result of any breach by the Seller of any
      agreement, covenant, representation or warranty set forth in this
      Agreement.

              


      

       

      ARTICLE
6

      MISCELLANEOUS

       

      
        
          	
                  6.1

                	
                  Expenses. Each
      of the Parties shall bear its own expenses in connection with
      this  Agreement
      and the consummation of the transactions contemplated
      hereby.

                


        

      

       

      
         

      

       

      
        	
                6.2 

              	
                Interpretation.
      All references herein to dollars shall be to U.S.
      dollars.

              


      

       

      
        	
                6.3
      

              	
                Confidentiality;
      Public Announcements. None of the Parties, nor any of their
      respective affiliates, shareholders, directors, officers, employees,
      agents, attorneys or other representatives of any kind, shall make any
      public disclosure of or about the existence of this Agreement or the
      transactions contemplated hereby except upon the prior written approval of
      the other Party. All of such information shall be treated as strictly
      confidential. Public announcement of the consummation of the transactions
      contemplated hereby shall be made, if at all, only with the prior written
      consent of the other Parties, such consent not to be unreasonably
      withheld. Notwithstanding the foregoing, the Parties may release any
      information necessary to comply with applicable Securities Laws, stock
      exchange rules, regulations or court
orders.

              


      

       

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


       

       

      
        	
                6.4
      

              	
                Further Assurances.
      From time to time after the Closing Date, each of the Parties shall
      upon the request of any other Party execute and deliver such other
      documents and instruments, and take such other actions, as may be
      reasonably required to carry out or evidence the transactions contemplated
      hereby.

              


      

       

      
        	
                6.5
      

              	
                Waiver. Any
      failure of Xtreme to comply with any of its obligations or agreements
      herein contained may be waived only in a writing executed by the Seller.
      Any failure of the Seller to comply with its obligations or agreements
      herein contained may be waived only in a writing executed by
      Xtreme.

              


      

       

      
        	
                6.6
      

              	
                Notices. All
      notices and other communications provided for hereunder shall be in
      writing, shall specifically refer to this Agreement, shall be addressed to
      the receiving Party's address set forth below or to such other address as
      a Party may designate by notice hereunder, and shall be deemed to have
      been sufficiently given for all purposes if (i) mailed by first class
      certified or registered mail, postage prepaid, (ii) sent by nationally
      recognized overnight courier for next business day delivery, (iii)
      personally delivered, or (iv) made by facsimile transmission with
      confirmed receipt.

              


      

       

      If to
Xtreme:

       

      Xtreme
Oil & Gas, Inc.

      14683
Midway Road, Suite 150 Addison, TX 75001

      Attn:
Willard G. McAndrew III

       

      If to
Seller

       

      Kinght
Enterprises Inc.

      Bryce
Knight

      3651
Lindell Road, Suite D #145 Las Vegas NV 89103

       

      
        	
                6.7

              	
                Governing Law;
      Submission to Jurisdiction.

              


      

       

      (a)       This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas without reference to the conflict of law principles
thereof.

       

       

       

      
        
          
             

          

           


        

        
          6

          
            

          

        

        
           


        

      


      


       

      (b)       Any
suit, action or proceeding seeking to enforce any provision of, or based on any
matter arising out of or in connection with, this Agreement or the transactions
contemplated hereby may be brought in any federal or state court located in the
County and State of Texas, and each of the parties hereby consents to the
jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such suit, action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of any such suit, action or proceeding in any such court or
that any such suit, action or proceeding which is brought in any such court has
been brought in an inconvenient forum. Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. Without limiting the foregoing, each
party agrees that service of process on such party as provided in Section 7.5
shall be deemed effective service of process on such party.

       

      (c) EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       

      
        	
                6.8
      

              	
                Specific Performance.
      The Parties agree that irreparable damage would occur in the event
      that any of the provisions of this Agreement were not performed in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the Parties shall be entitled to an injunction or
      injunctions to prevent breaches of this Agreement and to enforce
      specifically the terms and provisions hereof in any court of the United
      States or any state having jurisdiction, this being in addition to any
      other remedy to which they are entitled at law or in equity. Time is of
      the essence as to performance of each of the terms
  hereof.

              


      

       

      
        	
                6.9
      

              	
                Counterparts.
      This Agreement may be executed in two or more counterparts, each of
      which shall be deemed an original but all of which together shall
      constitute one and the same instrument. This Agreement may be executed and
      delivered by telecopy or facsimile and any execution in such manner shall
      be deemed an original. Delivery of a copy of this Agreement by electronic
      image with an indication of a signature and intent clearly indicated
      affirming such signature as binding shall constitute delivery of an
      executed document.

              


      

       

      
        	
                6.10
      

              	
                Captions and Headings.
      The captions and section headings contained in this Agreement are
      for reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement.

              


      

       

      
        	
                6.11
      

              	
                Entire Agreement.
      This Agreement embodies the entire agreement and understanding of
      the Parties hereto with respect to the subject matter contained herein and
      supersedes all prior agreements and understandings between the Parties
      with respect to such subject
matter.

              


      

       

      
        	
                6.12
      

              	
                Severability.
      If any provision of this Agreement shall be invalid or
      unenforceable, the other provisions of this Agreement shall continue in
      full force, and the validity and enforceability of such other provisions
      shall not be adversely
affected.

              


      


      
        
          
             

          

           


        

        
          7

          
            

          

        

        
           


        

      


      


       

      
        
          	
                  6.13 

                	
                  Amendment and
      Modification. This Agreement may be amended and modified only by
      written agreement of all of the Parties
hereto.

                


        

      

       

      
        
          	
                  6.14

                	
                  Assignment.
      Neither this Agreement nor any of the rights, interests or
      obligations under this Agreement may be assigned or delegated, in whole or
      in part, by operation of law or otherwise by any Party hereto without the
      prior written consent of the other Parties hereto, and any such assignment
      without such prior written consent shall be null and void. Subject to the
      preceding sentence, this Agreement shall be binding upon, inure to the
      benefit of, and be enforceable by, the Parties hereto and their respective
      successors and permitted
assigns.

                


        

      

       

      
        
          	
                  6.15

                	
                  No Third Party
      Beneficiaries. This Agreement is not intended, and shall not be
      deemed, to confer any rights or remedies upon any person other than the
      Parties and their respective successors and permitted assigns or to
      otherwise create any third-party beneficiary hereto. No Party may assign
      its rights hereunder or delegate its obligations hereunder to any other
      person or entity without the express prior written consent of the other
      Parties. All covenants and agreements contained in this Agreement by or on
      behalf of any of the Parties hereto shall bind and inure to the benefit of
      said Party and its respective heirs, personal representatives, successors,
      and assigns, whether so expressed or
not.

                


        

      

      
        


      

      
         

      

      
        
          IN WITNESS WHEREOF, the
Parties hereto have duly executed this Agreement as of the date first written
above.

        

      



     

    
      	  XTREME OIL & GAS,
      INC.
	 	 
	 By:	 /s/ Willard G. McAndrew, III
	 Name:	 Willard G.
      McAndrew, III
	 	 Chief
      Executive Officer
	 	 
	KNIGHT ENTERPRISES,
      INC.
	 	 
	 By:	 /s/
      Bryce Knight
	 Name:	 Bryce Knight,
      President


    

     

     

     

     

     

     

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