FIRST AMENDMENT TO ESCROW AGREEMENT (THE "AMENDMENT")
June 28, 1996
Corporate Stock Transfer, Inc.
370 17th Street, Suite 2350
Denver, Colorado 80202
Attention: Ms. Carylyn Bell
Ladies and Gentlemen:
Reference is hereby made to that certain Escrow Agreement, dated as of June 3, 1996 (the "Escrow
Agreement"), by and among Reddi Brake Supply Corporation, a Nevada corporation ("Reddi Brake"), Allen J.
Sheerin (the "Shareholder") and Corporate Stock Transfer, Inc. Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to such terms in the Escrow Agreement.
1. Deposit of Additional Shares into Escrow. Concurrently herewith, Reddi Brake has instructed you to issue
Seventy-Six Thousand Six Hundred Eighty-Seven (76,687) shares of Reddi Brake Common Stock (the
"Additional Shares"), valued at $125,000, to the Shareholder as part of the "Purchase Price" under the Stock
Purchase Agreement, dated June 28, 1996, between Reddi Brake and the Shareholder. The Additional Shares,
and the Stock Certificates representing them, shall be deposited by you into the Escrow Account. Shareholder
shall concurrently deliver to you a stock power, endorsed in blank with his signature guaranteed by a Medallion
bank; Shareholder further agrees to deliver such further stock powers, so endorsed, as may from time to time be
necessary to accomplish (a) the adjustment specified in Section 3 of the Escrow Agreement or (b) any
distributions under Section 4 of the Escrow Agreement. You shall hold all Additional Shares in the Escrow
Account in accordance with the instructions contained in the Escrow Agreement. The Escrow Agreement is
hereby amended so that all references to "Shares" include the Additional Shares deposited into the Escrow
Account in accordance herewith.
2. Term of Escrow. Section 2 of the Escrow Agreement is hereby amended to read in its entirety as follows:
"The term of the Escrow (the "Escrow Period") shall commence on the date hereof and