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EXHIBIT 10.4
AMENDMENT TO ESCROW AGREEMENT
This Amendment to Escrow Agreement is entered into effective November
15, 1996 by and between ▇▇▇▇▇▇▇▇▇▇ China Paper Corporation, a British Virgin
Islands corporation ("DCPC"); SuperCorp Inc., an Oklahoma corporation
("SuperCorp"); and Liberty Bank & Trust Company of Oklahoma City, N.A.
("Liberty Bank").
In consideration of the representations, undertakings, and promises
set forth below, the parties agree as follows:
1. REPRESENTATIONS. The parties represent that they executed an
Escrow Agreement on August 20, 1996 relating to the filing by DCPC of a Form
▇-▇ ("▇▇▇ ▇-▇") and ▇-▇ ("▇▇▇ ▇-▇") Registration Statements with the Securities
and Exchange Commission ("the Commission") and the placing into escrow with
Liberty Bank of 461,572 shares of DCPC's common stock ("the Spinoff shares"),
38,428 shares of DCPC's common stock ("the Escrow shares"), and 500,000 stock
purchase warrants ("the U.S. warrants").
2. AMENDMENTS TO THE ESCROW AGREEMENT. The parties amend the
Escrow Agreement as follows:
2.1 Paragraph 6 of the Escrow Agreement is amended to
eliminate the words "and S-4."
2.2 Paragraph 5 of the Escrow Agreement is amended to
strike the period at the end and to add the following:
;provided, however, that all certificates
representing the ownership of 10 or fewer shares of
DCPC Common Stock shall not immediately be delivered
to DCPC's stock registrar-transfer agent, but shall
continue to be held in escrow until such time as
Liberty Bank has received written instructions from
SuperCorp with respect to such delivery, it being
contemplated that SuperCorp shall communicate with
the owners of the shares represented by such
small-denomination certificates, and extend to each
of such owners the election either to receive the
stock certificate or to have the shares represented
by such certificate sold in a broker's transaction
with the shares desired to be sold by other
small-denomination owners and to receive the net
proceeds of such sale.
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▇▇▇▇▇▇▇▇▇▇ China Paper Corporation
by:
/s/ ▇.▇. ▇▇▇▇
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▇. ▇. ▇▇▇▇, President
Liberty Bank & Trust Company of
Oklahoma City, N.A.
by:
/s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, Senior Vice President
SuperCorp, Inc.
by:
/s/ ▇.▇. ▇▇▇▇
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▇. ▇. ▇▇▇▇, President