Exhibit 10.11
[LETTERHEAD OF MITRANI, RYNOR, XXXXXXX & XXXXXXXX, P.A.]
April 26, 2002
By Fax
------
Xxxxxx X. Xxxx
Xxxxxx & Xxxxx
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger Dated as of November 26, 2001,
Among Phoenix Group of Florida, Inc., Phoenix Acquisition Corp.,
Xxxxxxx X. Xxxxxxxxx and BCT International, Inc. (the "Agreement")
Dear Xxxxxx:
In response to your letter to me dated April 19, 2002, in connection with the
above-captioned Agreement, I hereby confirm on behalf of BCT International, Inc.
("BCTI") that BCTI, through its board of directors, has consented to terminating
the Agreement (other than the provisions governing termination and expenses
contained in sections 7.2 and 7.3 thereof) by mutual agreement of the parties.
Sincerely,
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
RBM:hcw
c: Xxxx Xxxxxx
Xxxxxx Xxxxxxxxx
Exhibit 10.11
[Letterhead of XXXXXX & ZEDER Appears Here]
April 19, 2002
Via Facsimile - (000) 000-0000
-------------------------------
Xxxxxx X. Xxxxxxxx, Esq.
Xxxxxxx Xxxxx Xxxxxxx Xxxxxxxx & Xxxxxxx
One Southeast Third Avenue - Suite 2200
Xxxxx, Xxxxxxx 00000
Re: Agreement and Plan of Merger, dated as of November 26, 2001
among Phoenix Group of Florida, Inc., Phoenix Acquisition Corp.,
Xxxxxxx X. Xxxxxxxxx and BCT International, Inc. (the
"Agreement")
Dear Xxx:
As we have discussed, it will not be possible for the parties to the
Agreement to consummate the Agreement in accordance with its terms. Therefore,
please confirm the consent of BCT International, Inc. to terminate the Agreement
(other than the provisions governing termination and expenses contained in
Sections 7.2 and 7.3 thereof) by mutual agreement of the parties. By this
letter, we confirm on behalf on Phoenix Group of Florida, Inc., Phoenix
Acquisition Corp. and Xxxxxxx X. Xxxxxxxxx their agreement to do so.
Very truly yours,
/s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
cc: Xxxxxxx X. Xxxxxxxxx
