Exhibit B
ADDENDUM TO STOCK PURCHASE AGREEMENT
This Addendum to Stock Purchase Agreement is dated as of March , 2000, and
amends the Stock Purchase Agreement dated as of February , 2000 ("Agreement"),
by and among Vaxcel, Inc., a Delaware corporation ("Company"), Xxxxxx Xxxx
("Clay"), and Xxxx Xxxxxxxxxxxxxx ("Xxxxxxxxxxxxxx").
The Stock Purchase Agreement is amended as follows:
1. The websites that are listed herein below shall not be transferred to
Vaxcel and are not subject to the provisions of the above set forth Stock
Purchase Agreement. This list shall constitute a complete disclosure that the
listed items and all related rights to names, trademarks, copyrights and other
rights and privileges that relate solely to the referenced websites are and
shall remain the separate and distinct property of Clay and Xxxxxxxxxxxxxx:
(i) XxxxxxXxxx.xxx,
(ii) XxxxxxXxxxxx.xxx,
(iii) XxxXxxxx.xxx,
(iv) 0xxXxx.xxx, and
(v) XxxxxxxxXxxxxx.xxx
2. At closing, and upon the appointment of the designees of Value to the
Company's Board of Directors in accordance with Section 5.2(f) of the Stock
Purchase Agreement, Clay and Xxxxxxxxxxxxxx, as such designees, shall approve
the following actions:
(i) The ratification of the Stock Cancellation Agreement, a copy of
which has been presented to Clay and Xxxxxxxxxxxxxx concurrently
with their execution of this Amendment, between the Company and
A-Z Professional Consultants, Inc., a Utah corporation; and
(ii) The ratification of a Compensation Agreement with Xxxxxxx Xxxxxx,
a copy of which has been presented to Clay and Xxxxxxxxxxxxxx
concurrently with their execution of this Amendment, including,
without limitation, the issuance to Xx. Xxxxxx of 500,000 shares
of the Company's common stock pursuant to the Company's employee
benefit plan, which shares shall be registered for resale under a
registration statement on Form S-8, if such registration is
lawfully available to the Company and if not available to the
Company such shares shall be registered under a registration on
Form SB-2.
3. Except as specifically set forth in this Addendum, all other provisions
of the Agreement, shall remain as set forth in the Agreement as executed among
the parties and no other change is intended or made by the parties thereto.
Executed this day of March, 2000.
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
/s/ Xxxx Xxxxxxxxxxxxxx
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Xxxx Xxxxxxxxxxxxxx
Xxxxxxxx.xxx Network, Inc. a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
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