Karel Capital Corporation and Preo Software Inc. Announce Financing by Short Form Offering Document, Changes to the Share Exchan

Karel Capital Corporation ("Karel" or the "Company") (TSX VENTURE:KRL.P), a
capital pool company, and Preo Software Inc. ("Preo") (CNSX:PKM) announce
pursuant to an engagement agreement dated April 30, 2010 (the "Engagement
Agreement"), among Karel, Preo and Mackie Research Capital Corporation ("Mackie
Research" or "Agent"), Karel has appointed Mackie Research as agent for and on
behalf of the Company to raise on a commercially reasonable efforts basis a
minimum of $1,000,000 and a maximum of $1,500,000 from the sale of common shares
of the Company at a price of ten (10) cents per common share ("Karel Share") on
a pre-consolidation basis to be offered pursuant to a short form offering
document in the province of Alberta, British Columbia and Saskatchewan (the
"Short Form Offering").


The remuneration to the Agent will consist of a selling commission of up to 10%
cash and 10% Agent's Option, with an exercise price of $0.10 per Karel Share
($0.30 per share on a post-Amalgamation basis, as defined below), based on the
terms set out in the Engagement Agreement. The Agent's Option is
non-transferrable, expiring two (2) years from the date of closing.
Additionally, a corporate finance fee of $25,000 is payable to the Agent, along
with legal expenses and applicable taxes.


The closing of the Short Form Offering is subject to the closing of the
amalgamation between Karel and Preo (the "Amalgamation"), to be completed in
conjunction with the Proposed Qualifying Transaction (as defined below) of the
Company. The closing of the Amalgamation is subject to the concurrent closing of
the Short Form Offering in the minimum amount of $1,000,000 and a maximum amount
of $1,500,000.


The Company intends the net proceeds from the Short Form Offering to be
allocated to the continuing business program of Preo, through the amalgamated
corporation ("Amalco"), to general and administrative expenses of Amalco for
twelve (12) months and to unallocated working capital of Amalco.


About Preo

Preo has developed proprietary software that enables print users to maximize
their print assets by optimizing print jobs to the appropriate printer. Preo's
proprietary flagship product is called Printelligence(TM)and is sold as a
monthly subscription service. Printelligence(TM)is a web based print management
system that adapts itself to an organization's printing behaviour. This patent
pending adaptive rules engine modifies the messaging delivered to end-users at
the desktop, based on individual behaviour. Printelligence(TM)helps
organizations educate their employees as to the true costs of printing.


The following selected financial data has been extracted from the annual audited
financial statements of Preo, prepared in accordance with Canadian Generally
Accepted Accounting Principles, for the fiscal periods indicated and should be
read in conjunction with those financial statements which can be found in the
joint management information circular of Karel and Preo to be imminently filed
on SEDAR at www.sedar.com.




                                             12 months ended 12 months ended
                                               Dec. 31, 2009   Dec. 31, 2008
                                                   (audited)       (audited)
Cash and cash equivalents                  $        337,098         589,665 
Current assets                             $        653,854         701,105 
Total assets                               $        708,252         791,915 
Total liabilities                          $      1,201,545         168,842 
Working capital                            $        139,901         532,263 
Revenues                                   $        505,913          98,403 
Gross profit                               $        370,268          25,606 
Operating expenses                         $      1,849,171       2,392,879 
Net loss and comprehensive                                                  
 loss                                      $      1,499,232       2,463,489 
Basic and diluted loss per                                                  
 share                                     $          (0.04)          (0.09)



Proposed Amalgamation

Karel and Preo announce that further to their joint press release issued on
January 29, 2010 announcing the Company's proposed Qualifying Transaction (the
"Proposed Qualifying Transaction"), they have agreed to change certain
fundamental terms of the Amalgamtion which is the subject-matter of the Proposed
Qualifying Transaction. The Proposed Qualifying Transaction has the result of
consolidating the issued and outstanding shares of Karel and Preo on a
three-for-two (3:2) basis (the "Consolidation") such that, based on the minimum
Private Placement, the issued and outstanding common shares of Amalco (the
"Amalco Shares") will be 27,586,930. Preo currently has 37,473,860 common shares
issued and outstanding. For purposes of the Proposed Qualifying Transaction and
taking into effect the Consolidation, the deemed value of Preo is $5,621,079,
being equal to 18,736,930 Amalco Shares at the price of $0.30 per Amalco Share.
Further details for the changes to the terms and conditions of the Amalgamation
are as follows:




a.  Karel shall complete the Short Form Offering for gross aggregate
    proceeds of a minimum of $1,000,000 and a maximum of $1,500,000 at an
    issuance price of $0.10 per Karel Share; 
    
b.  Every three (3) issued and outstanding Karel Shares, including the Karel
    Shares subscribed for in the Short Form Offering, will be exchanged for
    one (1) Amalco Share, at a deemed price of $0.30 per share; 
    
c.  Every three (3) Karel Options will be exchanged with an option to
    purchase one (1) Amalco Share, with the remaining terms to be identical
    to the terms of the Karel Options; 
    
d.  Every three (3) broker warrants of Karel ("Karel Broker Warrants"),
    including warrants issued to Karel's agent in conjunction with Karel's
    IPO and Agent's Optionsto be issued to the Agent pursuant to the Short
    Form Offering, will be exchanged with a warrant to purchase one (1)
    Amalco Share, with the remaining terms to be identical to the terms of
    the Karel Broker Warrants, subject to the applicable adjustment of the
    exercise price of the Karel Broker Warrants; 
    
e.  The $375,000 non-interest bearing convertible debentures issued by Preo
    and maturing in conjunction with the closing of the amalgamation
    ("Second Convertible Debentures") will be converted into 2,500,000 Preo
    Shares at a conversion price of $0.15 per share immediately prior to or
    in conjunction with completion of the Amalgamation; 
    
f.  The $500,000 non-interest bearing convertible debentures issued by Preo
    ("First Convertible Debentures") will be exchanged for a Amalco
    convertible debentures with the remaining terms to be identical to the
    terms of the First Convertible Debentures, excepting that the First
    Convertible Debentures, at the option of the holder, can be converted
    into Amalco Shares at a conversion price of $0.28 per $1.00 of debenture
    price into one (1) Amalco Share; 
    
g.  Every two (2) issued and outstanding Preo Shares, including the Preo
    Shares to be issued under the conversion of the Second Convertible
    Debentures, will be exchanged for one (1) Amalco Share, at a deemed
    price of $0.30 per share; 
    
h.  Every two (2) Preo Options will be exchanged with an option to purchase
    one (1) Amalco Share, with the remaining terms to be identical to the
    terms of the Preo Options, subject to the applicable adjustment of the
    exercise price of the Preo Options; 
    
i.  Every two (2) Preo Warrants will be exchanged with an option to purchase
    one (1) Amalco Share, with the remaining terms to be identical to the
    terms of the Preo Warrants, subject to the applicable adjustment of the
    exercise price of the Preo Warrants; 
    
j.  The parties contemplate calling and holding special shareholders
    meetings to approve the Amalgamation on or about May 28, 2010, or as
    mutually agreed, and completing the Amalgamation shortly thereafter. 
    



Extension of Demand for Payment Provisions for the Bridge Loan

Karle and Preo announce that further to their joint press release issued on
February 2, 2010, the Exchange has approved Karel providing a bridge loan of
$225,000 to Preo (the "Bridge Loan") to fund Preo's operations prior to the
Amalgamation. The terms of the Bridge Loan have been amended as follows:




--  The Bridge Loan will bear interest at 4%; 
    
--  All Preo debt, excepting the $150,000 loan granted on April 9, 2010 to
    Preo from Foundation Equity Corporation, a holder of First Convertible
    Debentures and Second Convertible Debentures, will be subordinated to
    the Bridge Loan; 
    
--  The Bridge Loan has been secured with a General Security Agreement on
    the current and after-acquired assets of Preo; 
    
--  The Bridge Loan will be reimbursable at the latest date on May 31, 2010;
    and 
    
--  If the Amalgamation is completed on or before May 31, 2010, the Bridge
    Loan will not have to be reimbursed by Preo. 
    



Continuing Halt to Trading of Karel Shares

Trading of the Karel Shares continues to halted and will recommence at such time
as the TSX-V may determine, having regard to the completion of certain
requirements pursuant to TSX-V Policy 2.4 (the "Policy").


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.


Forward Looking Statement Disclosure

Certain statements in this joint news release are forward-looking statements,
including those that discuss deemed values, strategies, goals, outlook or other
non-historical matters. These forward-looking statements speak only as of the
date on which they are made, and Karel and Preo undertakes no obligation to
update or revise any forward-looking statements.


About Karel Capital Corporation

Karel Capital Corporation is a capital pool company as defined by the Policy.
The principal business of the Company is to identify and evaluate opportunities
for the acquisition of an interest in assets of businesses and, once identified
and evaluated, to negotiate an acquisition or participation subject to receipt
of shareholder approval and acceptance for filing by the Exchange.