Exhibit 10.1
AMENDMENT
TO
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
DATED: May 9, 2006
BETWEEN: Pacel Corp, a Nevada corporation ("Pacel")
AND: Xxxxxxxxxx Xxxxxxxx, owner of all of the issued and
outstanding shares of common stock of United Personnel
Services, Inc., a Maine corporation, and World Wide Personnel
Services of Maine, Inc., a Maine corporation ("Xxxxxxxx")
WHEREAS, Pacel and Xxxxxxxx entered into Share Exchange Agreements and
Plans of Reorganization dated March 7, 2006 and March 23, 2006, respectively (
"Agreements");
WHEREAS, Pacel and Xxxxxxxx desire to amend the Agreements to provide
for an amendment to the Certificates of Designation for the Series C Convertible
Preferred Stock to be issued by Pacel to Xxxxxxxx, which Certificates of
Designation were attached as Exhibits A to the Agreements.
NOW, THEREFORE, it is agreed as follows:
1. AMENDED CERTIFICATE OF DESIGNATION. The Certificates of Designation
are hereby amended to read in their entirety as provided in the attached Exhibit
A, which is incorporated by this reference.
2. INTENT OF AMENDMENT. Pacel and Xxxxxxxx intend by the execution of
this Amendment to qualify the Agreements as plans of reorganization within the
meaning of Section 368 (b) of the Internal Revenue Code of 1986, as amended.
3. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
dates indicated below.
PACEL CORP.
By: /s/ XXXX XXXXXXXXX Date: May 9, 2006.
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Name: Xxxx Xxxxxxxxx
Title: President
XXXXXXXXXX XXXXXXXX, AS HOLDER OF 100% OF
THE ISSUED AND OUTSTANDING COMMON STOCK OF UNITED
PERSONNEL SERVICES, INC. AND 100% OF THE ISSUED AND OUTSTANDING
COMMON STOCK OF WORLD WIDE PERSONNEL SERVICES OF MAINE, INC.
/s/ XXXXXXXXXX XXXXXXXX
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Xxxxxxxxxx Xxxxxxxx Date: May 9, 2006
