Mag Well Inc Watch

from SB-2/A 1 page 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

from SB-2/A 1 page 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

from SB-2/A ~5 pages Escrow Agreement