FIRST AMENDMENT
                                       TO
                              SETTLEMENT AGREEMENT
                              ---------------------

     THIS  FIRST  AMENDMENT  TO  SETTLEMENT AGREEMENT (the "First Amendment") is
made as of the _____day of July, 2002, by and between Stephen B. Wells ("Wells')
and  Twistee  Treat  Corporation,  a  Delaware  corporation  ("TTC").

                                    RECITALS

     WHEREAS,  the parties hereto entered into a Settlement Agreement on May 16,
2002  (the  "Settlement  Agreement");  and

     WHEREAS,  the  parties  have  agreed  to  modify  and  amend the Settlement
Agreement  as  set  forth  below.

                                    AGREEMENT

     In consideration of the mutual promises, covenants and conditions contained
herein,  which  the  parties  acknowledge to be sufficient, the parties agree as
follows:

1)  Of  the  $25,000.00 to be paid to Wells by TTC per the Settlement Agreement,
the  sum  of $ 19,061.95 has been paid to date. Upon the execution of this First
Amendment  by the parties, TTC shall cause to be wired into the trust account of
Stinson  Morrison  Hecker,  LLP, the sum of $5,938.05 (the "Remaining Settlement
Payment"),  which  sum shall be disbursed as set forth in Paragraph 3___, below.

6)  2)  Upon  the execution of this First Amendment, TTC shall deliver to Wells'
counsel, a resolution by TTC's board of directors, in form satisfactory to Wells
counsel,  ratifying  the  Settlement Agreement and approving the First Amendment
(the  "authorizing Resolution"), which resolution shall be held by Wells counsel
until  the  Remaining  Settlement  Payment  is  disbursed  to  Wells.

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3)  Within 2 business days of the execution of this First Amendment, Wells shall
deliver  to  a  representative  designated  by TTC the following and immediately
thereupon  the  Remaining  Settlement Payment and copy of Authorizing Resolution
shall  be  delivered  to  Wells  and,  subject to the provisions of Paragraph 6,
below,  all  of  his  duties  and  obligations  shall be fulfilled and released:

A.  all bank statements, canceled checks, check books and registers, ledgers and
other  books  and records of TTC which are in the custody, control or possession
of  Wells  or  his  agents  or  representatives.

B.  all tangible assets of TTC in the custody, control or possession of Wells or
his  agents  or  representatives,  including  molds, plugs and forms used in the
fabrication  of  TTC's  cone  building  fiberglass  components, filing cabinets,
office  equipment,  models  of  TTC's  cone  building,  cone building fiberglass
components,  miscellaneous  building  hardware  and  parts,  and  any  warehouse
records,  receipts  or  other  documents relating to the storage of the tangible
assets;

C.  all  documents  of  any  nature  that  relate  in  any  way  to any patents,
trademarks, servicemarks and copyrights (the "Intangible Assets") owned, held or
claimed  by  TTC,  including  any documents that relate in any way to claims the
Intangible  Assets  by  Andrew Brennen, Linda Brennen, or any companies owned or
controlled  by  them.

D.  all stock certificates for preferred or common stock of TTC issued to Wells.

E.  subject  to  paragraph  7,  a  stock  power  duly executed in blank by Wells
authorizing  the  transfer  of  his 1,250,000 shares of common stock of TTC (the
"Shares").

F  subject  to  paragraph  7, an assignment duly executed by Wells assigning his
options  (the "Options") to purchase 2.5 million shares of TTC's common stock to
parties  to  be  designated  by  TTC.

4)  TTC  represents,  warrants  and  agrees  that  any  person who acquires (the
"Acquiring  Person")  any  or  all  of the Shares or Options (i) shall have such
knowledge  and  experience  in  financial  and  business  matters  to enable the
Acquiring  Person  to  understand  the  merits and risks of an investment in the
Shares  or  Options,  as  the  case  may be, (ii) shall have been furnished with
and/or given access, prior to acquiring or agreeing to acquire the Shares and/or
Options,  to  the  same kind of information concerning TTC and the Shares and/or
Options,  as  the  case  may  be,  as would have been provided in a registration
statement  on  the  appropriate  form  if  the  Shares  and/or  Options had been
registered  under the Securities Act of 1933, as amended (the "Act"), as well as
any  other information that would be material to a reasonable investor in making
a decision to acquire the Shares and/or Options, as the case may be, (iii) shall
have  been  given the opportunity, prior to acquiring or agreeing to acquire the
Shares  and/or  Options,  to  ask  questions  and receive answers concerning the
foregoing matters and to obtain any additional information that TTC possessed or
could  obtain  without unreasonable effort or expense, (iv) the Acquiring Person
shall  acquire  the  Shares  and/or  Options  solely  for  investment  for  the
Acquisition  Person's  own account and not as a nominee or agent or otherwise on
behalf  of  any  other person, (v) the Acquiring Person shall acquire the Shares
and/or  Options  not  with  a  view to or with any present intention to reoffer,
resell,  fractionalize,  assign,  grant  any  participating  in,  or  otherwise
distribute,  or  act  as an underwriter (as defined in Section 2(11) of the Act)
with  respect  to, the Shares or Options, (vi) shall have a restrictive transfer
legend  placed  on the certificates representing the Shares and on the agreement
with  respect to the Options prohibiting the sale, transfer or other disposition
of  the  Shares  and/or  the  Options,  as the case may be, without an effective
registration statement under the Act and any applicable state securities laws or
an opinion of counsel reasonably satisfactory to TTC that such sale, transfer or
disposition  may  be  made in reliance upon an exemption from registration under
the Act and any applicable state securities laws, and (vii) the Acquiring Person
shall  be  adequately  informed  of  such limitations on sale, transfer or other
disposition  prior  to  acquiring, or agreeing to acquire, the Shares and/or the
Options.

5)  A  report  shall  be  filed  under  the  Securities Exchange Act of 1934, as
amended,  on  Form 8-K or Form 10-Q as soon as reasonably practicable disclosing
that  Wells has resigned from all positions with TTC as of May 16, 2002 and that
Steven  Levin  has  replaced  Wells in those positions and such report shall not
make  any  negative  statements concerning, or otherwise disparage, Wells or his
service  to  TTC  in  any  capacity.

6)  Wells  hereby  represents,  warrants  and  acknowledges  that:

A.  Within  two  business days of the execution of this First Amendment, he will
have delivered to a representative designated by TTC all of the items referenced
in  Paragraphs  3A,  3b  and  3C,  above.

B.  He  has  made  a full, fair and complete disclosure to TTC of the existence,
location  and  whereabouts  of  all  of  the  tangible  assets  of  TTC.

C.  Upon  the delivery of the items referenced in Paragraph 3, above, Wells will
no  longer  have  in  his  custody,  control  or  possession  any assets of TTC.

D. Upon the delivery of the items referenced in Paragraphs 3D, 3E and 3F, above,
Wells  will  no  longer  have any right, title, interest, or claim to any stock,
warrants,  or  options  in  TTC.

7)  Except  as  modified  by  this First Amendment, the parties re-adopt and re-
affirm  the  terms  and  provisions  of  the  Settlement  Agreement.

8)  This  First  Amendment  may be executed in two or more counterparts, each of
which,  when  taken  together,  shall  constitute  one  original  document.  The
execution  of  this  First  Amendment  may  be  evidenced by the transmission of
telecopied  or  facsimile  signatures  which  will  have  full binding and legal
effect.

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     IN  WITNESS  WHEREOF,  the  parties hereto shall be deemed to have executed
this  Agreement  on  the  date  and  year  first  written  above.

WELLS:                         TTC:
/s/ Stephen B. Wells          /s/ Steven Levin
-------------------           ----------------------------
Stephen  B.  Wells            Twistee Treat Corporation

                              By:

                              Steven  Levin,  President

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