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                                                                   EXHIBIT 99(b)




         AMENDMENT (this "Amendment"), dated as of July 23, 2001, between
NEWCOR, INC., a Delaware corporation (the "Company"), EXX INC., a Nevada
corporation ("EXX"), and David A. Segal, the Chairman of the Board of Directors
and Chief Executive Officer of EXX ("Segal") (collectively, "Parties"), to the
AGREEMENT, dated as of February 14, 2001, between the Parties (the "Agreement").

         A. Reference is made to the Agreement. Capitalized terms used but not
otherwise defined herein have the meaning assigned to them in the Agreement.

         B. The Parties have agreed to amend certain provisions of the
Agreement.

         Accordingly, the parties hereto agree as follows:

         Section 1. Amendments to Sections 3, 4 and 5. Section 3(a) and Section
4 of the Agreement are hereby deleted in their entirety. Section 5(a) of the
Agreement is hereby amended by replacing the language at the end of Section 5(a)
immediately after "to beneficially own more than", with the following: "34.9% of
all Voting Securities outstanding."

         Section 2. Agreement. Except as specifically stated herein, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof. As used therein, the terms "Agreement", "herein",
"hereunder", "hereto", "hereof" and words of similar import shall, unless the
context otherwise requires, refer to the Agreement as modified hereby.

         Section 3. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts made and to be performed entirely within such state.

         Section 4. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.

                              NEWCOR, INC.


                              By:      /s/ James J. Connor
                                  ----------------------------------------------
                              Name:    James J. Connor
                              Title:   President & CEO


                              EXX INC.


                              By:      /s/ David A. Segal
                                  ----------------------------------------------
                              Name:    David A. Segal
                              Title:   Chairman and CEO



                              /s/ DAVID A. SEGAL
                              --------------------------------------------------
                              DAVID A. SEGAL