Amendment No. 2 to Escrow Agreement
This Amendment No. 2 to Agreement (this "Amendment") is
dated as of December 20, 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. Amendment to Agreement. Effective as of the
Amendment Date, the Agreement is hereby amended as follows:
(a) From and after the Amendment Date, Section 4(B) of the
Agreement has been amended to reflect that the offering will
be closed upon either 365 days from the date of
effectiveness without further comments or the maximum
offering is achieved.
Except as provided in this Amendment, the terms of the
Agreement shall remain in full force and effect.
The Chase 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
