Mutual Termination Agreement for Agreement and Plan of Merger Among Phoenix Group of Florida, Phoenix Acquisition Corp., William A. Wilkerson, and BCT International, Inc.

Summary

This document records the mutual agreement between Phoenix Group of Florida, Inc., Phoenix Acquisition Corp., William A. Wilkerson, and BCT International, Inc. to terminate their previously signed Agreement and Plan of Merger dated November 26, 2001. All parties consent to end the merger agreement, except for the sections related to termination procedures and expenses, which will remain in effect. The termination is confirmed through correspondence between the parties' legal representatives.

EX-10.11 3 dex1011.txt EXHIBIT 10.11 Exhibit 10.11 [LETTERHEAD OF MITRANI, RYNOR, ADAMSKY & MACAULAY, P.A.] April 26, 2002 By Fax - ------ Dennis J. Olle Adorno & Zeder 2601 South Baysore Drive Miami, Florida 33133 Re: Agreement and Plan of Merger Dated as of November 26, 2001, Among Phoenix Group of Florida, Inc., Phoenix Acquisition Corp., William A. Wilkerson and BCT International, Inc. (the "Agreement") Dear Dennis: 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/ Robert B. Macaulay Robert B. Macaulay RBM:hcw c: Jeff Hewson Joseph Greenberg Exhibit 10.11 [Letterhead of ADORNO & ZEDER Appears Here] April 19, 2002 Via Facsimile - (305) 358-0550 - ------------------------------- Robert B. Macaulay, Esq. Mitrani Rynor Adamsky Macaulay & Zorilla One Southeast Third Avenue - Suite 2200 Miami, Florida 33131 Re: Agreement and Plan of Merger, dated as of November 26, 2001 among Phoenix Group of Florida, Inc., Phoenix Acquisition Corp., William A. Wilkerson and BCT International, Inc. (the "Agreement") Dear Bob: 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 William A. Wilkerson their agreement to do so. Very truly yours, /s/ Dennis J. Olle Dennis J. Olle cc: William A. Wilkerson