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<table border="0" cellpadding="0" cellspacing="0" width="100%" height="1">
  <tr>
    <td width="100%" colspan="2" height="28"><p ALIGN="CENTER"><font size="4"><b>SECURITIES
    AND EXCHANGE COMMISSION</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="28"><p ALIGN="CENTER"><font size="4"><b>Washington,
    DC 20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><p ALIGN="CENTER"><font size="3">FORM S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="26"><p ALIGN="CENTER"><font size="3">Registration
    Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p ALIGN="CENTER"><font size="3">Under the
    Securities Act of 1933</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="26"><p ALIGN="CENTER"><strong>American International
    Industries, Inc.</strong></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center">Nevada</td>
    <td width="50%" height="1"><p align="center">88-0326480</td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><font size="2">(State or other jurisdiction of
    incorporation organization) </font></td>
    <td width="50%" align="center" height="1"><font size="2">(I.R.S. Employer of incorporation
    or Identification Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="1">&nbsp; </td>
    <td width="50%" height="1"></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1">601 Cien Street, Suite 235</td>
    <td width="50%" align="center" height="1">Daniel Dror</td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1">Kemah, Texas 77565</td>
    <td width="50%" align="center" height="1">601 Cien Street, Suite 235 </td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1">281-334-9479</td>
    <td width="50%" align="center" height="1">Kemah, Texas 77565</td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="2">(Address, including zip code,
    and telephone number, including area code, of registrant's principal executive offices)</font></td>
    <td width="50%" align="center" height="1"><font size="2">(Name, address, including zip
    code,&nbsp;and telephone number, including area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center" height="25"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25"><u><p ALIGN="CENTER"><font size="3">Compensation
    Plan</font></u></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="21"><p ALIGN="CENTER"><font size="2">(Full Title of
    the Plans)</font></td>
  </tr>
  <tr>
    <td width="50%" height="1">&nbsp;&nbsp;&nbsp;&nbsp; </td>
    <td width="50%" align="center" height="1"></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="97"><p ALIGN="CENTER"><font size="2">copies to:<br>
    Thomas J. Craft, Jr., P.A.<br>
    301 Clematis Street, Suite 3000<br>
    West Palm Beach, FL 33401<br>
    Phone (561) 651-7336<br>
    Fax (561) 655-3202</font></td>
  </tr>
</table>

<p align="center">Calculation of Registration Fee</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="1%">
  <tr>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><strong><font size="2">Title of Securities To Be Registered</font></strong></td>
    <td width="18%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><strong><font size="2">Amount Being Registered<sup>(1)</sup></font></strong></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><strong><font size="2">Proposed Maximum Offering Price Per Share<sup>(2)</sup></font></strong></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><strong><font size="2">Proposed Maximum Aggregate Offering Price<sup>(2)</sup></font></strong></td>
    <td width="14%" style="border: 1px solid rgb(0,0,0)"><p align="center"><strong><font
    size="2">Amount of Registration Fee</font></strong></td>
  </tr>
  <tr>
    <td width="20%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    size="2">Common Stock, par value $0.001 per share </font></td>
    <td width="18%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">130,000</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$1.45</font></td>
    <td width="24%"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$188,500</font></td>
    <td width="14%"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><p
    align="center"><font size="2">$47.12</font></td>
  </tr>
</table>

<p ALIGN="JUSTIFY">(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.<br>
(2) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h), on the basis of the high and low prices of the Common Stock as
reported on the OTC Bulletin Board on September 16, 2002.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p ALIGN="CENTER"><strong>PART I</strong></p>

<p ALIGN="center">Information Required in the Section 10 (a) Prospectus</p>

<p ALIGN="JUSTIFY"><strong>Item 1. Plan Information.</strong></p>

<p ALIGN="JUSTIFY">This Registration Statement on Form S-8 provides for the issuance of a
total of one hundred thirty thousand shares of common stock, par value $.001 per share of
American International Industries, Inc. (the &quot;Company&quot;). Twenty thousand shares
are being issued to Thomas C. Pritchard, a principal of the law firm of Brewer &amp;
Pritchard, P.C., for legal services rendered to the Company; and fifty thousand shares to
John LaGrappe, Esq. for legal consulting services related to merger and acquisitions to be
rendered; fifty thousand shares to Thomas A. Dardas, Esq., a principal in the law firm of
Dardas &amp; Associates for legal consulting services to be rendered; and ten thousand
shares to the individual principals of CR Capital Services, Inc., the Company's corporate
securities compliance firm since 2000, as follows: four thousand shares to Thomas J.
Craft, Jr., Esq., four thousand shares to Richard Rubin and two thousand shares to Ivo
Heiden. The new consulting agreements between the Company and John LaGrappe and Thomas A.
Dardas are attached as Exhibits 10.13 and 10.14 hereto.</p>
<b>

<p ALIGN="JUSTIFY">Item 2. Registrant Information and Employee Plan Annual Information.</p>
</b>

<p ALIGN="JUSTIFY">The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus. </p>
<b>

<p ALIGN="CENTER">PART II</p>

<p ALIGN="CENTER"></b>Information Required in the Registration Statement</p>

<p ALIGN="JUSTIFY"><b>Item 3. Incorporation of Documents by Reference</b></p>

<p ALIGN="JUSTIFY">The following documents filed by American International Industries,
Inc. with the Securities and Exchange Commission are incorporated in this Form S-8 by
reference:</p>

<p ALIGN="JUSTIFY">1. The Company's annual report for the fiscal year end December 31,
2001;</p>

<p ALIGN="JUSTIFY">2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and</p>

<p ALIGN="JUSTIFY">3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.</p>

<p ALIGN="JUSTIFY">All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.</p>

<p ALIGN="JUSTIFY"><b>Item 4. Description of Securities</b></p>

<p ALIGN="JUSTIFY">Reference is made to the Company's Annual Report on Form 10-KSB for its
year ended December 31, 2001 for a description of its shares of common stock.</p>

<p ALIGN="JUSTIFY"><b>Item 5. Interest of Named Experts and Counsel </b></p>

<p ALIGN="JUSTIFY">Thomas J. Craft, Jr., Esq. has received 4,000 shares of Company common
stock pursuant to a consulting agreement, the shares of which are being registered
pursuant to this registration statement. </p>
<b>

<p ALIGN="JUSTIFY">Item 6. Indemnification of Directors and Officers</p>
</b>

<p ALIGN="JUSTIFY">Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent of any
corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.</p>

<p ALIGN="JUSTIFY"><b>Item 7. Exemption from Registration Claimed</b></p>

<p ALIGN="JUSTIFY">Not Applicable. </p>
<b>

<p ALIGN="JUSTIFY">Item 8. Exhibits</p>
</b>

<p ALIGN="JUSTIFY">The following exhibits are a part of this Registration Statement:</p>

<table CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%" height="0%">
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><font size="2">Exhibit</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><font size="2">Description</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">3(i) (*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Certificate of
    Incorporation of the Company, and Amendments thereto.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">3(ii) (*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Amended and Restated
    By-laws of the Company</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">4.1 (*)</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Common Stock
    Certificate, American International Industries, Inc.</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">5.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Opinion regarding
    legality</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">10.13</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">John LaGrappe Consulting
    Agreement dated September 9, 2002</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">10.14</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Thomas A. Dardas
    Consulting Agreement dated as of September 10, 2002</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">23.1</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Consent of Counsel
    (included in Exhibit 5.1)</font></td>
  </tr>
  <tr>
    <td WIDTH="15%" VALIGN="middle" style="border-bottom: 1px solid rgb(0,0,0)"><p
    ALIGN="JUSTIFY"><font size="2">23.2</font></td>
    <td WIDTH="85%" VALIGN="MIDDLE"><p ALIGN="JUSTIFY"><font size="2">Consent of R. E. Bassie
    &amp; Co., P.C., independent public accountants</font></td>
  </tr>
  <tr>
    <td WIDTH="100%" VALIGN="middle" style="border-bottom: 1px none rgb(0,0,0)" colspan="2"><font
    size="2">(*) Filed previously on registration statement on Form 10-SB filed on December
    30, 1998, SEC File No. 0-25223.</font></td>
  </tr>
</table>
<b>

<p ALIGN="JUSTIFY">Item 9. Undertakings</p>
</b>

<p ALIGN="JUSTIFY">(a) The undersigned Registrant hereby undertakes:</p>

<p ALIGN="JUSTIFY">(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:</p>

<p ALIGN="JUSTIFY">i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;</p>

<p ALIGN="JUSTIFY">ii. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot;
table in the effective registration statement; and</p>

<p ALIGN="JUSTIFY">iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.</p>

<p ALIGN="JUSTIFY">Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.</p>

<p ALIGN="JUSTIFY">(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial <i>bona fide</i> offering
thereof.</p>

<p ALIGN="JUSTIFY">(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the
offering.</p>

<p ALIGN="JUSTIFY">(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial <i>bona
fide</i> offering thereof.</p>

<p ALIGN="JUSTIFY">(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p ALIGN="CENTER"><b>SIGNATURES</b></p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kemah,
State of Texas, on the 16th day of September, 2002.</p>

<p ALIGN="JUSTIFY">AMERICAN INTERNATIONAL INDUSTRIES, INC.</p>

<p ALIGN="JUSTIFY">By:<u>/s/ Daniel Dror</u><br>
Daniel Dror, Chief Executive Officer and Chairman</p>

<p ALIGN="JUSTIFY">&nbsp;</p>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the dates indicated:</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="16%"><u>Signature</u> </td>
    <td width="50%"><u>Title</u> </td>
    <td width="34%"><u>Date</u></td>
  </tr>
  <tr>
    <td width="16%">/s/ <u>Daniel Dror</u></td>
    <td width="50%">Chief Executive Officer and Chairman of the Board </td>
    <td width="34%">September 16, 2002</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p align="left"></b>Exhibit 5.1</p>

<table border="0" width="100%" height="0%" cellspacing="0" cellpadding="0">
  <tr>
    <td width="100%" align="center"><font size="2"><b>Thomas J. Craft, Jr., P.A.</b></font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">301 Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">The Galleria Building</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER"><font size="2">West Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="center"><font size="2">Phone: (561) 651-7336 Fax: (561)
    655-3202</font></td>
  </tr>
  <tr>
    <td width="100%"></td>
  </tr>
</table>

<table border="0" cellpadding="0" cellspacing="0" width="100%" height="743">
  <tr>
    <td width="46%" colspan="2" height="25">American International Industries, Inc.</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">601 Cien Street</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="46%" colspan="2" height="25">Kemah, Texas 77565</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="25"><p align="right">Re: </td>
    <td width="38%" height="25">American International Industries, Inc.</td>
    <td width="54%" align="right" height="25"></td>
  </tr>
  <tr>
    <td width="8%" height="48"></td>
    <td width="38%" height="48">Registration Statement on Form S-8<br>
    Commission File No. 0-25223</td>
    <td width="54%" align="right" height="48"></td>
  </tr>
  <tr>
    <td width="100%" colspan="3" height="595">Gentlemen:<p ALIGN="JUSTIFY">I&nbsp; have
    represented American International Industries, Inc., a Nevada corporation
    (&quot;Company&quot;), in connection with the preparation of a registration statement
    filed with the Securities and Exchange Commission on Form S-8 (&quot;Registration
    Statement&quot;) in connection with the registration of 130,000 shares
    (&quot;Shares&quot;) of the Company's common stock, par value $.001 per share under the
    Securities Act of 1933, as amended. The Shares are to be issued as follows: 20,000 Shares
    are being issued to Thomas C. Pritchard, a principal of the law firm of Brewer &amp;
    Pritchard, for legal services; 50,000 Shares are being issued to John LaGrappe, Esq. and
    50,000 Shares to Thomas Dardas, Esq. pursuant to separate legal consulting agreements; and
    10,000 Shares to the individual principals of CR Capital Services, Inc., as follows: 4,000
    Shares to the undersigned, Thomas J. Craft, Jr., 4,000 Shares to Richard Rubin and 2,000
    Shares to Ivo Heiden, in consideration for corporate securities compliance services to the
    Company. </p>
    <p ALIGN="JUSTIFY">In this connection, I have examined originals or copies identified to
    our satisfaction of such documents, corporate and other records, certificates, and other
    papers as we deemed necessary to examine for purposes of this opinion, including but not
    limited to the consulting agreements, the Company's Articles of Incorporation and Bylaws
    of the Company, and resolutions of the Board of Directors of the Company.</p>
    <p ALIGN="JUSTIFY">I have examined such records and documents and have made such
    examination of laws as I have considered necessary to form a basis for the opinion set
    forth herein. In my examination, I have assumed the genuineness of all signatures, the
    authenticity of all documents submitted to us as originals, and the conformity with the
    originals of all documents submitted to us as copies thereof.</p>
    <p ALIGN="JUSTIFY">I am of the opinion that the Shares will be, when issued pursuant to
    the compensation plans, legally issued, fully paid, and nonassessable.</p>
    <p ALIGN="JUSTIFY">I hereby consent to the filing of this Opinion as an Exhibit to the
    Registration Statement.<br>
    </p>
    <p align="left">Very truly yours,</p>
    <p align="left"><u>/s/ Thomas J. Craft, Jr., P.A.<br>
    </u>Thomas J. Craft, Jr., P.A.</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p>Exhibit 10.13</p>

<p ALIGN="CENTER"><strong><font size="4">John LaGrappe<br>
</font></strong>Attorney At Law<br>
6633 Hillcroft, Suite 255 &#149; Houston, Texas 77081<br>
Tel: 713.520.1890 &#149; Fax: 713.520.1706</p>

<p>September 9, 2002</p>

<p>American International Industries, Inc.<br>
Attn: John Stump, III<br>
601 Cien Street, Suite 235<br>
Kemah, Texas 77565<br>
</p>

<p>Re: Terms of Representation</p>

<p>Dear Mr. Stump:</p>

<p>The following shall set forth our understanding regarding my representation as special
counsel in connection with the foregoing matter. I shall undertake to render the legal
services requested by you pursuant to our engagement in conformity with the ethical
standards imposed by the Rules of Professional Conduct as adopted by the Texas Supreme
Court and the Code of Professional Responsibility as adopted by the American Bar
Association.</p>

<p>I shall accept a total of fifty thousand (50,000) shares of American International
Industries, Inc. common stock to review ongoing litigation and other transactional matter
related to mergers and acquisitions for the next twelve (12) months. Initially I will
receive twenty five thousand (25,000) shares to be issued to me based on S8 filings and in
the event that American International Industries, Inc. is not satisfied with the legal
services provided by me, then the agreement to deliver the other twenty five thousand
(25,000) shares shall become null and void. </p>

<p>The Company may terminate its relationship with this firm any time it so desires, for
any reason whatsoever. Conversely, we reserve the right to withdraw as your attorney, but
only after giving reasonable written thereof to you, and further such withdrawal shall be
subject to the ethical restrictions imposed by the Rules of Professional Conduct and the
Code of Professional Responsibility referred to above. </p>

<p>You agree that during the term of this engagement you will not invest, nor promote the
Company's publicly trading shares, or participate in any activity that is or may be
competitive with the Company, that might create a conflict of interest with the Company,
or that otherwise might interfere with the business of the Company, or any affiliate of
the Company. You also agree that both during the engagement and after the engagement
terminates, you will neither misuse nor improperly disclose any Confidential Information
of the Company that you may have used, acquired or added to while engaged by the Company.
&quot;Confidential Information&quot; means and includes confidential or proprietary
information or trade secrets that have been developed or used (or will be developed or
used) and that cannot be readily obtained by third parties from outside sources.
Confidential Information includes, by way of example and without limitation, the
following: information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and processes;
procurement procedures and pricing techniques; the names of and other information
concerning customers, investors, and business affiliates (such as contact name, service
provided, pricing for that customer, amount of services used, credit and financial data,
and/or other information relating to the Company's relationship with that investor or
customer); pricing strategies and price curves; plans and strategies for expansion or
acquisitions; budgets; investor lists, customer lists; research; weather data; financial
and sales data; trading terms; evaluations, opinions, and interpretations of information
and data; marketing techniques; prospective investors' names, investors' and customers'
names and marks; grids and maps; electronic databases; models; specifications; computer
programs; internal business records; contracts benefiting or obligating the Company; bids
or proposals submitted to any third party; technologies and methods; training processes;
organizational structure; salaries of personnel; payment amounts or rates paid to
consultants or other service providers; and other such confidential or proprietary
information. You acknowledge that this Confidential Information constitutes a valuable,
special, and unique asset used by the Company and its subsidiaries and affiliates in their
business to obtain a competitive advantage over their competitors. You agree that upon
termination of the engagement, you will return any and all such confidential information,
and delete such Confidential Information from any electronic storage devices owned by you
(but not computers and storage devices owned by Company), such as Palm Pilots and notebook
computers, upon which you may have stored such confidential information. You agree that
breach of these covenants not to disclose Confidential Information shall cause immediate
and irreparable injury to the Company. </p>

<p>Each party shall indemnify, defend and hold harmless the other party from any and all
liability, loss, claims, lawsuits, damages, injury, costs (including reasonable attorney's
fees) or expenses (&quot;Claims&quot;) arising out of or incident to the performance or
nonperformance of any act or responsibility under this agreement by such indemnifying
party; provided that, any indemnity required under this paragraph shall exclude Claims
resulting from any consequential, future or speculative damages. Not withstanding the
foregoing provisions of this paragraph, the Company shall indemnify, defend and hold
harmless Consultant from any and all Claims arising out of or incident to Consultant's
actions on behalf of the Company, including attendance at meetings, negotiation and
advice, that involve the Company's financial and other related matters.</p>

<p>If the foregoing terms and conditions are acceptable to you, please acknowledge your
receipt of this letter and your agreement to its terms by signing below and returning a
copy via fax.</p>

<p>APPROVED this 9<sup>th</sup> day of September, 2002.</p>

<p>John LaGrappe, Attorney at Law</p>

<p>By: <u>/s/John LaGrappe<br>
</u>John LaGrappe&nbsp;</p>

<p>APPROVED this 12<sup>th</sup> day of September, 2002.</p>

<p>By: <u>/s/ John W. Stump, III<br>
</u>Mr. John W. Stump, III<br>
Chief Financial Officer</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p ALIGN="JUSTIFY"></b><font face="Times New Roman" size="3">Exhibit 10.14</font></p>
<font size="4">

<p ALIGN="CENTER"><b>DARDAS &amp; ASSOCIATES<br>
</b></font><font size="2">ATTORNEYS AT LAW<br>
11211 VALLEY SPRING<br>
HOUSTON, TEXAS 77043<br>
TEL: (281) 293-7140; FAX: (281) 497-3201</font></p>

<p ALIGN="JUSTIFY">September 10, 2002</p>

<p ALIGN="JUSTIFY">Re: Consulting Engagement For Mergers and Acquisitions</p>

<p ALIGN="JUSTIFY">Dear Mr. Stump:</p>

<p ALIGN="JUSTIFY">This letter is to confirm the terms of my engagement as an independent
consultant (&quot;Consultant&quot;) to American International Industries, Inc. (the
&quot;Company&quot;). I am being engaged to assist the Company with general business
consulting.</p>
<u>

<p ALIGN="JUSTIFY">Term of Engagement</u></p>

<p ALIGN="JUSTIFY">The term of the engagement shall be twelve (12) months beginning on
September 10, 2002. The engagement shall terminate on September 8, 2003. The Company is
free to terminate the engagement earlier, however, early termination will not relieve the
Company of its obligation to pay the full Consulting Fee unless the reason for termination
is my failure to satisfactorily perform appropriate services under this agreement or my
failure to comply with the confidentiality provisions outlined in this letter.</p>
<u>

<p ALIGN="JUSTIFY">Consulting Fee</u></p>

<p ALIGN="JUSTIFY">My fee for the engagement shall be fifty thousand (50,000) shares of
American International Industries, Inc. common stock. The above will be due to me
unrestricted on the date this agreement is signed, however, the issuance will be subject
to satisfactory performance of my consulting services. The shares will be forwarded to me
as soon as reasonably possible after this date.</p>
<u>

<p ALIGN="JUSTIFY">Confidentiality</u></p>

<p ALIGN="JUSTIFY">I agree that during the term of this engagement I will not invest, nor
promote the Company's publicly traded shares or participate in any activity that is or may
be competitive with the Company, that might create a conflict of interest with the
Company, or that otherwise might interfere with the business of the Company, or any
affiliate of the Company. I also agree that both during the engagement and after the
engagement terminates I will neither misuse nor improperly disclose any Confidential
Information of the Company that I may have used, acquired or added to while engaged by the
Company. &quot;Confidential Information&quot; means and includes confidential or
proprietary information or trade secrets that have been developed or used (or will be
developed or used) and that cannot be readily obtained by third parties from outside
sources. Confidential Information includes, by way of example and without limitation, the
following: information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and processes;
procurement procedures and pricing techniques; the names of and other information
concerning customers, investors, and business affiliates (such as contact name, service
provided, pricing for that customer, amount of services used, credit and financial data,
and/or other information relating to the Company's relationship with that investor or
customer); pricing strategies and price curves; plans and strategies for expansion or
acquisitions; budgets; investor lists, customers lists; research; weather data; financial
and sales data, trading terms; evaluation, opinions, and interpretations of information
and data; marketing techniques; prospective investors' names, investors' and customers'
names and marks; grids and maps, electronic data bases; models; specifications; computer
programs, internal business records; contracts benefiting or obligating the Company; bids
or proposals submitted to any third party; technologies and methods; training processes;
organizational structure; salaries of personnel; payment amounts or rates paid to
consultants or other service providers; and other such confidential or proprietary
information. I acknowledge that this Confidential information constitutes a valuable,
special, and unique asset used by the Company and its subsidiaries and affiliates in their
business to obtain a competitive advantage over their competitors. I agree that upon
termination of this engagement, I will return any and all such confidential information
and delete such Confidential Information from any electronic storage devices owned by me
(but not computers and storage devices owned by the Company), such as Palm Pilots and
notebook computes, upon which I may have stored such confidential information. I agree
that breach of these covenants not to disclose Confidential Information shall cause
immediate and irreparable injury to the Company.</p>
<u>

<p ALIGN="JUSTIFY">Indemnity</u></p>

<p ALIGN="JUSTIFY">Each party shall indemnify, defend and hold harmless the other party
from any and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses (&quot;Claims&quot;) arising out of or incident to
the performance or nonperformance of any act or responsibility under this agreement by
such indemnifying party; provided that, any indemnity required under this paragraph shall
exclude Claims resulting from any consequential, future or speculative damages.
Notwithstanding the foregoing provisions of this paragraph, the Company shall indemnify,
defend and hold harmless Consultant from any all Claims arising out of or incident to
Consultant's actions on behalf of the Company, including attendance at meetings,
negotiation and advice, that involve the Company's financial and other related matters.</p>
<u>

<p ALIGN="JUSTIFY">Acceptance</u></p>

<p ALIGN="JUSTIFY">Please indicate your agreement with the terms of this letter by signing
one copy in the space provided below and returning it to me.</p>

<p ALIGN="JUSTIFY">Sincerely,</p>

<p ALIGN="JUSTIFY"><u>/s/ Thomas A. Dardas<br>
</u>Thomas A. Dardas<br>
</p>
<b>

<p ALIGN="JUSTIFY"></b>ACCEPTED AND AGREED AS OF September 13, 2002<br>
</p>

<p ALIGN="JUSTIFY"><u>/s/ John W. Stump, III<br>
</u>John W. Stump, III, Chief Financial Officer</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p></b>Exhibit 23.1</p>

<p ALIGN="CENTER">CONSENT OF COUNSEL (included in Exhibit 5.1)</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p>Exhibit 23.2</p>

<p ALIGN="CENTER"><u>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS</u></p>

<table BORDER="0" CELLSPACING="0" BORDERCOLOR="#000000" CELLPADDING="0" WIDTH="100%"
height="0%">
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><font size="3"><strong>R. E. Bassie &amp;
    Co., P.C.</strong></font></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><font size="3"><strong><i>Certified Public
    Accountants</i></strong></font></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><font size="3"><strong>A Professional
    Corporation</strong></font></td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" COLSPAN="2" width="1012"><font size="3">&nbsp; </font></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><p ALIGN="RIGHT"><font size="3">6776 Southwest Freeway,
    Suite 580</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><p ALIGN="RIGHT"><font size="3">Houston, Texas 77074-2115</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><p ALIGN="RIGHT"><font size="3">Tel: (713) 266-0691 Fax:
    (713) 266-0692</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
  <tr>
    <td WIDTH="667" VALIGN="MIDDLE"><p ALIGN="RIGHT"><font size="3">E-Mail: Rebassie@aol.com</font></td>
    <td WIDTH="345" VALIGN="MIDDLE"></td>
  </tr>
</table>

<table CELLSPACING="0" BORDER="0" WIDTH="100%" height="0%" cellpadding="0">
  <tr>
    <td VALIGN="MIDDLE" width="1009">American International Industries, Inc.</td>
  </tr>
  <tr>
    <td VALIGN="MIDDLE" width="1009">Kemah, TX</td>
  </tr>
</table>

<p ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 27, 2002, relating to the
consolidated financial statements of American International Industries, Inc., appearing in
the Company&#146;s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001. </p>
<u>

<p>/s/ R. E. Bassie &amp; Co., P.C.</p>
</u>

<p>Houston, Texas </p>

<p>September 17, 2002</p>
</div>
</body>
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{"company-data": {"conformed-name": "AMERICAN INTERNATIONAL INDUSTRIES INC", "cik": "0001073146", "assigned-sic": "6799", "irs-number": "880326480", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99661", "film-number": "02765913"}, "business-address": {"street1": "601 CIEN ST", "street2": "SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565-2701", "phone": "2813349479"}, "mail-address": {"street1": "601 HANSON RD", "city": "KEMAH", "state": "TX", "zip": "77565-2701"}}
amin
SECURITIES
    AND EXCHANGE COMMISSION
Washington,
    DC 20549
FORM S-8
Registration
    Statement
Under the
    Securities Act of 1933
American International
    Industries, Inc.
(Exact name of
    Registrant as specified in its charter)
Nevada
88-0326480
(State or other jurisdiction of
    incorporation organization)
(I.R.S. Employer of incorporation
    or Identification Number)
601 Cien Street, Suite 235
Daniel Dror
Kemah, Texas 77565
601 Cien Street, Suite 235
281-334-9479
Kemah, Texas 77565
(Address, including zip code,
    and telephone number, including area code, of registrant's principal executive offices)
(Name, address, including zip
    code, and telephone number, including area code, of agent for service)
Compensation
    Plan
(Full Title of
    the Plans)
copies to:
Thomas J. Craft, Jr., P.A.
301 Clematis Street, Suite 3000
West Palm Beach, FL 33401
Phone (561) 651-7336
Fax (561) 655-3202
Calculation of Registration Fee
Title of Securities To Be Registered
Amount Being Registered
(1)
Proposed Maximum Offering Price Per Share
(2)
Proposed Maximum Aggregate Offering Price
(2)
Amount of Registration Fee
Common Stock, par value $0.001 per share
130,000
$1.45
$188,500
$47.12
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered hereunder will be adjusted in
the event of stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h), on the basis of the high and low prices of the Common Stock as
reported on the OTC Bulletin Board on September 16, 2002.
PART I
Information Required in the Section 10 (a) Prospectus
Item 1. Plan Information.
This Registration Statement on Form S-8 provides for the issuance of a
total of one hundred thirty thousand shares of common stock, par value $.001 per share of
American International Industries, Inc. (the "Company"). Twenty thousand shares
are being issued to Thomas C. Pritchard, a principal of the law firm of Brewer &
Pritchard, P.C., for legal services rendered to the Company; and fifty thousand shares to
John LaGrappe, Esq. for legal consulting services related to merger and acquisitions to be
rendered; fifty thousand shares to Thomas A. Dardas, Esq., a principal in the law firm of
Dardas & Associates for legal consulting services to be rendered; and ten thousand
shares to the individual principals of CR Capital Services, Inc., the Company's corporate
securities compliance firm since 2000, as follows: four thousand shares to Thomas J.
Craft, Jr., Esq., four thousand shares to Richard Rubin and two thousand shares to Ivo
Heiden. The new consulting agreements between the Company and John LaGrappe and Thomas A.
Dardas are attached as Exhibits 10.13 and 10.14 hereto.
Item 2. Registrant Information and Employee Plan Annual Information.
The Company has provided a written statement to the above consultants
advising them of the availability, without charge, upon written or oral request, of the
documents incorporated by reference in Item 3 of Part II of the Registration Statement,
and stating that these documents are incorporated by reference in the Section 10(a)
prospectus.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by American International Industries,
Inc. with the Securities and Exchange Commission are incorporated in this Form S-8 by
reference:
1. The Company's annual report for the fiscal year end December 31,
2001;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the document
referred to in (1) above; and
3. The description of the Company common stock which is contained in
the registration statement or amendment to any registration statement filed under Section
12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to the Registration Statement that indicate that all shares of common stock
offered have been sold or that deregister all of the shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to be a part
of it from the date of filing of the documents.
Item 4. Description of Securities
Reference is made to the Company's Annual Report on Form 10-KSB for its
year ended December 31, 2001 for a description of its shares of common stock.
Item 5. Interest of Named Experts and Counsel
Thomas J. Craft, Jr., Esq. has received 4,000 shares of Company common
stock pursuant to a consulting agreement, the shares of which are being registered
pursuant to this registration statement.
Item 6. Indemnification of Directors and Officers
Section 78.7502 of the Nevada General Corporation Law allows the
Company to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding by reason of the fact that
he or she is or was a director, officer, employee, or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee, or agent of any
corporation, partnership, joint venture, trust or other enterprise. The Company may
advance expenses in connection with defending any such proceeding, provided the indemnitee
undertakes to pay any amounts if it is later determined that the person was not entitled
to be indemnified by the Company.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are a part of this Registration Statement:
Exhibit
Description
3(i) (*)
Certificate of
    Incorporation of the Company, and Amendments thereto.
3(ii) (*)
Amended and Restated
    By-laws of the Company
4.1 (*)
Common Stock
    Certificate, American International Industries, Inc.
5.1
Opinion regarding
    legality
10.13
John LaGrappe Consulting
    Agreement dated September 9, 2002
10.14
Thomas A. Dardas
    Consulting Agreement dated as of September 10, 2002
23.1
Consent of Counsel
    (included in Exhibit 5.1)
23.2
Consent of R. E. Bassie
    & Co., P.C., independent public accountants
(*) Filed previously on registration statement on Form 10-SB filed on December
    30, 1998, SEC File No. 0-25223.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the
low or high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kemah,
State of Texas, on the 16th day of September, 2002.
AMERICAN INTERNATIONAL INDUSTRIES, INC.
By:
/s/ Daniel Dror
Daniel Dror, Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the capacity and
on the dates indicated:
Signature
Title
Date
/s/
Daniel Dror
Chief Executive Officer and Chairman of the Board
September 16, 2002
Exhibit 5.1
Thomas J. Craft, Jr., P.A.
301 Clematis Street, Suite 3000
The Galleria Building
West Palm Beach, FL 33401
Phone: (561) 651-7336 Fax: (561)
    655-3202
American International Industries, Inc.
601 Cien Street
Kemah, Texas 77565
Re:
American International Industries, Inc.
Registration Statement on Form S-8
Commission File No. 0-25223
Gentlemen:
I  have
    represented American International Industries, Inc., a Nevada corporation
    ("Company"), in connection with the preparation of a registration statement
    filed with the Securities and Exchange Commission on Form S-8 ("Registration
    Statement") in connection with the registration of 130,000 shares
    ("Shares") of the Company's common stock, par value $.001 per share under the
    Securities Act of 1933, as amended. The Shares are to be issued as follows: 20,000 Shares
    are being issued to Thomas C. Pritchard, a principal of the law firm of Brewer &
    Pritchard, for legal services; 50,000 Shares are being issued to John LaGrappe, Esq. and
    50,000 Shares to Thomas Dardas, Esq. pursuant to separate legal consulting agreements; and
    10,000 Shares to the individual principals of CR Capital Services, Inc., as follows: 4,000
    Shares to the undersigned, Thomas J. Craft, Jr., 4,000 Shares to Richard Rubin and 2,000
    Shares to Ivo Heiden, in consideration for corporate securities compliance services to the
    Company.
In this connection, I have examined originals or copies identified to
    our satisfaction of such documents, corporate and other records, certificates, and other
    papers as we deemed necessary to examine for purposes of this opinion, including but not
    limited to the consulting agreements, the Company's Articles of Incorporation and Bylaws
    of the Company, and resolutions of the Board of Directors of the Company.
I have examined such records and documents and have made such
    examination of laws as I have considered necessary to form a basis for the opinion set
    forth herein. In my examination, I have assumed the genuineness of all signatures, the
    authenticity of all documents submitted to us as originals, and the conformity with the
    originals of all documents submitted to us as copies thereof.
I am of the opinion that the Shares will be, when issued pursuant to
    the compensation plans, legally issued, fully paid, and nonassessable.
I hereby consent to the filing of this Opinion as an Exhibit to the
    Registration Statement.
Very truly yours,
/s/ Thomas J. Craft, Jr., P.A.
Thomas J. Craft, Jr., P.A.
Exhibit 10.13
John LaGrappe
Attorney At Law
6633 Hillcroft, Suite 255 • Houston, Texas 77081
Tel: 713.520.1890 • Fax: 713.520.1706
September 9, 2002
American International Industries, Inc.
Attn: John Stump, III
601 Cien Street, Suite 235
Kemah, Texas 77565
Re: Terms of Representation
Dear Mr. Stump:
The following shall set forth our understanding regarding my representation as special
counsel in connection with the foregoing matter. I shall undertake to render the legal
services requested by you pursuant to our engagement in conformity with the ethical
standards imposed by the Rules of Professional Conduct as adopted by the Texas Supreme
Court and the Code of Professional Responsibility as adopted by the American Bar
Association.
I shall accept a total of fifty thousand (50,000) shares of American International
Industries, Inc. common stock to review ongoing litigation and other transactional matter
related to mergers and acquisitions for the next twelve (12) months. Initially I will
receive twenty five thousand (25,000) shares to be issued to me based on S8 filings and in
the event that American International Industries, Inc. is not satisfied with the legal
services provided by me, then the agreement to deliver the other twenty five thousand
(25,000) shares shall become null and void.
The Company may terminate its relationship with this firm any time it so desires, for
any reason whatsoever. Conversely, we reserve the right to withdraw as your attorney, but
only after giving reasonable written thereof to you, and further such withdrawal shall be
subject to the ethical restrictions imposed by the Rules of Professional Conduct and the
Code of Professional Responsibility referred to above.
You agree that during the term of this engagement you will not invest, nor promote the
Company's publicly trading shares, or participate in any activity that is or may be
competitive with the Company, that might create a conflict of interest with the Company,
or that otherwise might interfere with the business of the Company, or any affiliate of
the Company. You also agree that both during the engagement and after the engagement
terminates, you will neither misuse nor improperly disclose any Confidential Information
of the Company that you may have used, acquired or added to while engaged by the Company.
"Confidential Information" means and includes confidential or proprietary
information or trade secrets that have been developed or used (or will be developed or
used) and that cannot be readily obtained by third parties from outside sources.
Confidential Information includes, by way of example and without limitation, the
following: information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and processes;
procurement procedures and pricing techniques; the names of and other information
concerning customers, investors, and business affiliates (such as contact name, service
provided, pricing for that customer, amount of services used, credit and financial data,
and/or other information relating to the Company's relationship with that investor or
customer); pricing strategies and price curves; plans and strategies for expansion or
acquisitions; budgets; investor lists, customer lists; research; weather data; financial
and sales data; trading terms; evaluations, opinions, and interpretations of information
and data; marketing techniques; prospective investors' names, investors' and customers'
names and marks; grids and maps; electronic databases; models; specifications; computer
programs; internal business records; contracts benefiting or obligating the Company; bids
or proposals submitted to any third party; technologies and methods; training processes;
organizational structure; salaries of personnel; payment amounts or rates paid to
consultants or other service providers; and other such confidential or proprietary
information. You acknowledge that this Confidential Information constitutes a valuable,
special, and unique asset used by the Company and its subsidiaries and affiliates in their
business to obtain a competitive advantage over their competitors. You agree that upon
termination of the engagement, you will return any and all such confidential information,
and delete such Confidential Information from any electronic storage devices owned by you
(but not computers and storage devices owned by Company), such as Palm Pilots and notebook
computers, upon which you may have stored such confidential information. You agree that
breach of these covenants not to disclose Confidential Information shall cause immediate
and irreparable injury to the Company.
Each party shall indemnify, defend and hold harmless the other party from any and all
liability, loss, claims, lawsuits, damages, injury, costs (including reasonable attorney's
fees) or expenses ("Claims") arising out of or incident to the performance or
nonperformance of any act or responsibility under this agreement by such indemnifying
party; provided that, any indemnity required under this paragraph shall exclude Claims
resulting from any consequential, future or speculative damages. Not withstanding the
foregoing provisions of this paragraph, the Company shall indemnify, defend and hold
harmless Consultant from any and all Claims arising out of or incident to Consultant's
actions on behalf of the Company, including attendance at meetings, negotiation and
advice, that involve the Company's financial and other related matters.
If the foregoing terms and conditions are acceptable to you, please acknowledge your
receipt of this letter and your agreement to its terms by signing below and returning a
copy via fax.
APPROVED this 9
th
day of September, 2002.
John LaGrappe, Attorney at Law
By:
/s/John LaGrappe
John LaGrappe
APPROVED this 12
th
day of September, 2002.
By:
/s/ John W. Stump, III
Mr. John W. Stump, III
Chief Financial Officer
Exhibit 10.14
DARDAS & ASSOCIATES
ATTORNEYS AT LAW
11211 VALLEY SPRING
HOUSTON, TEXAS 77043
TEL: (281) 293-7140; FAX: (281) 497-3201
September 10, 2002
Re: Consulting Engagement For Mergers and Acquisitions
Dear Mr. Stump:
This letter is to confirm the terms of my engagement as an independent
consultant ("Consultant") to American International Industries, Inc. (the
"Company"). I am being engaged to assist the Company with general business
consulting.
Term of Engagement
The term of the engagement shall be twelve (12) months beginning on
September 10, 2002. The engagement shall terminate on September 8, 2003. The Company is
free to terminate the engagement earlier, however, early termination will not relieve the
Company of its obligation to pay the full Consulting Fee unless the reason for termination
is my failure to satisfactorily perform appropriate services under this agreement or my
failure to comply with the confidentiality provisions outlined in this letter.
Consulting Fee
My fee for the engagement shall be fifty thousand (50,000) shares of
American International Industries, Inc. common stock. The above will be due to me
unrestricted on the date this agreement is signed, however, the issuance will be subject
to satisfactory performance of my consulting services. The shares will be forwarded to me
as soon as reasonably possible after this date.
Confidentiality
I agree that during the term of this engagement I will not invest, nor
promote the Company's publicly traded shares or participate in any activity that is or may
be competitive with the Company, that might create a conflict of interest with the
Company, or that otherwise might interfere with the business of the Company, or any
affiliate of the Company. I also agree that both during the engagement and after the
engagement terminates I will neither misuse nor improperly disclose any Confidential
Information of the Company that I may have used, acquired or added to while engaged by the
Company. "Confidential Information" means and includes confidential or
proprietary information or trade secrets that have been developed or used (or will be
developed or used) and that cannot be readily obtained by third parties from outside
sources. Confidential Information includes, by way of example and without limitation, the
following: information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books, records, and
documents; technical information concerning products, equipment, services, and processes;
procurement procedures and pricing techniques; the names of and other information
concerning customers, investors, and business affiliates (such as contact name, service
provided, pricing for that customer, amount of services used, credit and financial data,
and/or other information relating to the Company's relationship with that investor or
customer); pricing strategies and price curves; plans and strategies for expansion or
acquisitions; budgets; investor lists, customers lists; research; weather data; financial
and sales data, trading terms; evaluation, opinions, and interpretations of information
and data; marketing techniques; prospective investors' names, investors' and customers'
names and marks; grids and maps, electronic data bases; models; specifications; computer
programs, internal business records; contracts benefiting or obligating the Company; bids
or proposals submitted to any third party; technologies and methods; training processes;
organizational structure; salaries of personnel; payment amounts or rates paid to
consultants or other service providers; and other such confidential or proprietary
information. I acknowledge that this Confidential information constitutes a valuable,
special, and unique asset used by the Company and its subsidiaries and affiliates in their
business to obtain a competitive advantage over their competitors. I agree that upon
termination of this engagement, I will return any and all such confidential information
and delete such Confidential Information from any electronic storage devices owned by me
(but not computers and storage devices owned by the Company), such as Palm Pilots and
notebook computes, upon which I may have stored such confidential information. I agree
that breach of these covenants not to disclose Confidential Information shall cause
immediate and irreparable injury to the Company.
Indemnity
Each party shall indemnify, defend and hold harmless the other party
from any and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the performance or nonperformance of any act or responsibility under this agreement by
such indemnifying party; provided that, any indemnity required under this paragraph shall
exclude Claims resulting from any consequential, future or speculative damages.
Notwithstanding the foregoing provisions of this paragraph, the Company shall indemnify,
defend and hold harmless Consultant from any all Claims arising out of or incident to
Consultant's actions on behalf of the Company, including attendance at meetings,
negotiation and advice, that involve the Company's financial and other related matters.
Acceptance
Please indicate your agreement with the terms of this letter by signing
one copy in the space provided below and returning it to me.
Sincerely,
/s/ Thomas A. Dardas
Thomas A. Dardas
ACCEPTED AND AGREED AS OF September 13, 2002
/s/ John W. Stump, III
John W. Stump, III, Chief Financial Officer
Exhibit 23.1
CONSENT OF COUNSEL (included in Exhibit 5.1)
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
R. E. Bassie &
    Co., P.C.
Certified Public
    Accountants
A Professional
    Corporation
6776 Southwest Freeway,
    Suite 580
Houston, Texas 77074-2115
Tel: (713) 266-0691 Fax:
    (713) 266-0692
E-Mail: Rebassie@aol.com
American International Industries, Inc.
Kemah, TX
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 27, 2002, relating to the
consolidated financial statements of American International Industries, Inc., appearing in
the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001.
/s/ R. E. Bassie & Co., P.C.
Houston, Texas
September 17, 2002