2. Except as specifically amended hereby, the Agreement is hereby
ratified and affirmed in its entirety.
IN WITNESS WHEREOF, Key and WellTech have caused this Amendment No. 2
to Agreement and Plan of Merger to be executed as of the date first written
above by their respective officers thereunto duly authorized.
KEY ENERGY GROUP, INC.
By: /s/ Francis D. John
Name: Francis D. John
Title: President and Chief Executive
By: /s/ W. Clarke Gormley
Name: W. Clarke Gormley
Title: Vice President - Legal