Amendment No. 1 to Escrow Agreement
This Amendment No. 1 to Agreement (this "Amendment") is dated as of
September _22_, 2000 (the "Amendment Date"), between Mag-Well Inc.
(the "Entity") and The Chase Manhattan Bank (the "Escrow Agent")
(f/k/a Chase Bank of Texas, National Association).
WHEREAS, Entity and Escrow Agent have entered into that certain
Escrow Agreement, dated March 21, 2000 (the "Agreement"), pursuant to
which the Escrow was established;
WHEREAS, Section 23 of the Agreement provides that the Agreement
may be amended by an instrument in writing executed by the Entity and
Escrow Agent;
NOW, THEREFORE, in consideration of the mutual covenants and
conditions herein contained, and other good and valuable
consideration, the parties hereto agree as follows:
1. Amendments to Agreement. Effective as of the Amendment Date,
the Agreement is hereby amended as follows:
(a) From and after the Amendment Date, Section 14 of the Agreement
hereby is deleted from the Agreement.
Except as provided in this Amendment, the terms of the Agreement shall
remain in full force and effect.
The Chase Manhattan Bank
By: /s/ Greg Campbell
Name: Greg Campbell
Title: Assistant Vice President & Trust Officer
Mag-Well Inc.
By: /s/ William W. Dillard, Jr.
Name: William W. Dillard, Jr.
Title: President
