Exhibit 2.3 Lynne M. Geyser Attorney at Law P.O. Box 4715 San Clemente, Ca 92674-4715 Phone 949-498-8061 24 Hour Phone 1-500-488-Legal Fax 949-498-7772 January 6, 1999 VIA FAX: (806) 747-0514 Patrick C. Simek, Esq. 1812 Broadway Lubbock, TX 79401 Re: Millennia Purchase - Quaker Car Wash, Inc. ------------------------------------------ Dear Patrick: In accordance with Steve Prior's discussion with you earlier this week, I understand that there is agreement to amend the escrow as follows: IN CONSIDERATION of the mutual promises of the parties, Buyer and Seller agree as follows: 1. As between Buyer and Seller, Buyer has the option, but not the obligation, to assign all or any part of its interest in the Agreement as amended, and the escrow for the consummation thereof, to American Wash Services, Incorporated, and/or any successor corporation thereto. ________________ 2. Other than as set forth herein, there are no other changes to the terms and conditions of the escrow. Thank you for your cooperation throughout this transaction. If you have any questions please do not hesitate to contact me. Please sign below to indicate your acceptance of this amendment. Please FedEx three copies with your original signatures to the Millennia home office and fax one copy to me at (949) 498-7772 and one to Millennia at (760) 635-0578. Very truly yours, /s/ Lynne M. Geyser Lynne M. Geyser Senior General Counsel Millennia Car Wash, LLC APPROVED AND ACCEPTED: Patrick Simek, Esq. January 6, 1999 Page 2 Quaker Car Wash, Inc. a Texas corporation "Seller" By: /s/ Patrick C. Simek ------------------------------------------------- Patrick C. Simek President Millennia Car Wash, LLC a Delaware limited liability company "Buyer" by: /s/ Russell B. Geyser ------------------------------------------------- Russell B. Geyser Chairman and CEO