Exhibit 1.1
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement ("Amendment") is entered into
as of April 10, 2003 by and between BENECORP BUSINESS SERVICES, INC.
("BeneCorp"), ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Sellers") and PACEL, CORP.
("Pacel").
WHEREAS, Pacel and BeneCorp entered into an Asset Purchase Agreement dated
October 24, 2002 (the "Agreement"); and
WHEREAS, the parties wish to amend and clarify certain provisions of the
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and undertakings
set forth herein, the receipt and sufficiency of which is hereby acknowledged,
Pacel, BeneCorp and Sellers agree as follows:
11. Stock Transaction. The nature of the purchase is hereby changed from an
asset purchase to a stock transaction, wherein Sellers will sell 100% of the
stock of BeneCorp to Pacel.
12. Sale of Stock. At Closing, Sellers will transfer to Pacel 2940 shares of
common stock of BeneCorp, such shares representing 100% of the outstanding stock
of BeneCorp.
13. Consideration. In exchange for the transfer of stock by Sellers to Pacel,
Pacel will pay $100,000 to ▇▇▇▇▇▇ ▇▇▇▇ and $100,000 to ▇▇▇▇▇▇ ▇▇▇▇▇▇ at closing.
In addition, within seven (7) days of Closing, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇
will each receive from Pacel $100,000 worth of Pacel common stock, the shares to
be valued at 70% of the closing price for Pacel stock on the date of Closing.
Pacel agrees that on the first anniversary date of the Closing, at Sellers'
election, Pacel will purchase the stock from ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ for
$100,000 each, said amount to be paid within seven (7) days of Sellers'
election.
14. Closing. The Closing will occur on April 14, 2003, although the transaction
will be effective April 1, 2003.
15. Capitalization. Pacel will adequately capitalize BeneCorp so that all
liabilities of BeneCorp existing on the date of Closing are paid in full. Pacel
will indemnify and hold Sellers harmless from any claims and liabilities due to
Pacel's failure to pay any liabilities of BeneCorp existing on the date of
Closing.
16. Employment Agreements. The initial term of the employment agreements between
Pacel and the Sellers attached to the Agreement as Exhibit H is amended to
commence on the new Closing Date.
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17. Brokers Fees. Pacel shall pay any and all fees to any brokers in connection
with this transaction.
18. Notices. Any notice or other communication to be given in connection with
this Amendment or the Agreement must be provided in writing by personal delivery
or by facsimile transmission addressed to the recipient as follows:
If to BeneCorp: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇
BeneCorp Business Services, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Sellers: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇
Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇
BeneCorp Business Services, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Pacel: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
President
Pacel Corp.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇., ▇▇▇. ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
19. Governing Law. This Amendment and the Agreement shall be governed by and
construed in accordance with the law of the State of Texas regardless of the
laws that might otherwise govern under applicable principles of conflicts of law
or choice of law. Venue for any litigation pursuant to this Amendment or the
Agreement shall be Prince ▇▇▇▇▇▇▇ County, Virginia.
20. Specific Amendments. The following changes are made to the Agreement:
a. The following sections are deleted in their entirety: Sections 1.1-1.4,
2.1, 2.2, 9, 10.1-10.9, 11.1-11.6, 12.1-12.5, 13.1, 13.3-13.5.
b. In Sections 3.11-3.13, 3.15-3.19, 13.2, each reference to "Seller" is
deleted and "BeneCorp" is inserted in each instance.
BENECORP BUSINESS SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
President
PACEL CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
President
SELLERS
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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