SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended March 31,2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

Commission File No. 000-28789
                                    WOM, Inc.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

                New York                                       14-1818862
---------------------------                              -----------------------
(State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                       Identification Number)

1151 Flatbush Road
Kingston, New York                                                12401
---------------------------------------                           --------
(Address of principal executive offices)                          Zip Code

Issuer's telephone number, including area code: (914) 336-7700

Securities  registered  pursuant to Section  12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                                        X  Yes                   No

Check if there is no disclosure of delinquent filers in response to Item 405  of
Regulation S-B not contained in this form,  and no disclosure will be contained,
to  the  best  of  registrant's knowledge, in  definitive  proxy  or information
statements  incorporated  by  reference in Part III of this Form 10-KSB  or  any
amendment to this Form 10-KSB. [X]

The issuer's revenues for its most recent fiscal year is $0.00

As of June 28,  2000,  135,886  shares of Common  Stock  were  outstanding.  The
aggregate market value of the shares held by non-affiliates of the issuer is not
determinable  because  the shares are not traded on any  exchange  or  automated
quotation system.

<PAGE>

Item 1.   Business

         Capitalized  terms used  without  being  defined in the items set forth
below shall have the  meanings  ascribed to such terms by the  "Glossary"  which
appears immediately following the financial statements included in this report.

Summary - Non Operating Company

         We do not have any business activities,  do not intend to engage in any
business activities and accordingly we do not expect to have any future revenues
or profits.  Our  principal  assets  consist of our  interests  in the  Bansbach
Litigation.  Because we are not engaged in any business  activity,  these assets
are our only  possible  source of  revenues.  These assets will not generate any
revenues to us unless  there is a settlement  or final  judgment in favor of the
plaintiff  in the Bansbach  Litigation.  Because the  Bansbach  Litigation  is a
shareholder  derivative action brought on behalf of Old Besicorp and as a result
of  the  Prior  Contribution  Agreement  and  the  Contribution  Agreement,  Old
Besicorp's assets relating to the Bansbach  Litigation -- including the right to
any  settlement or judgment -- have been assigned to WOM, all other  proceeds of
the settlement or judgment will be delivered to WOM, not Mr. Bansbach.

         On  account  of our  very  limited  activities,  we have  no  full-time
employees and no offices.  We are not  compensating  our officers and directors,
each of whom is also an officer or director of Besicorp,  for the services  they
render on our behalf.  Besicorp agreed in the Contribution  Agreement to provide
us with the services of its employees and to allow us to use its offices free of
charge to the extent that we determine they are reasonably  necessary and for so
long as we shall  seek such  services  and the use of such  offices.  We have no
suppliers,  no  customers,   and,  except  for  our  interest  in  the  Bansbach
Litigation,  we are not parties to any litigation. We have no foreign operations
and our activities are not subject to any U.S., state,  foreign or local laws or
regulations (other than those generally applicable to public corporations).

Background of WOM and the Bansbach Litigation

         WOM was organized in December 1999 to acquire  Besicorp's  interests in
the Bansbach Litigation; it was desired that WOM acquire these interests so that
Besicorp  could  comply  with the intent of the Prior  Merger  Order.  The Prior
Merger Order  required  Old Besicorp to assign to Besicorp the  interests of Old
Besicorp in the Bansbach  Litigation and the Lichtenberg  Litigation so that the
Bansbach Litigation and the Lichtenberg Litigation could be maintained following
the Prior Merger.  Besicorp  organized WOM and assigned to WOM,  pursuant to the
Contribution  Agreement,  the  interest  in the  Bansbach  Litigation  that  Old
Besicorp had assigned to Besicorp pursuant to the Prior Merger Order so that the
Bansbach  Litigation  may be  maintained  after the Merger.  If Besicorp had not
effected  the Spin-  Off,  consummation  of the  Merger  would  have  caused the
plaintiff  in the Bansbach  Litigation  to lose his status as a  shareholder  of
Besicorp, and therefore would have caused him to lose his right to prosecute the
Bansbach Litigation.  The Lichtenberg  Litigation was not assigned to us because
the complaint in the Lichtenberg Litigation had been dismissed.

         The Bansbach  Litigation  is a shareholder  derivative  action that was
commenced  in August 1997 by John  Bansbach  who was seeking to recover  certain
legal fees and expenses paid by Old Besicorp to or on behalf of certain officers
and directors of Old Besicorp in connection with the Proceeding.  The Proceeding
is an action  that was  brought  in the  United  States  District  Court for the
Southern  District  of New York in  connection  with  contributions  to the 1992
election  campaign  of  Congressman  Maurice  Hinchey.  In  connection  with the
Proceeding, in June 1997, Old Besicorp and Michael F. Zinn (then the Chairman of
the Board,  President and Chief Executive  Officer of Old Besicorp and currently
the

<PAGE>

Chairman of the Board,  President  and Chief  Executive  Officer of Besicorp and
WOM),  each  entered a guilty plea  pursuant  to a plea  bargain to one count of
causing a false statement to be made to the Federal Election  Commission and one
count of filing a false tax return.  As a result of such pleas, Old Besicorp was
fined $36,400,  and Mr. Zinn was fined $36,673 and sentenced to a six-month term
of incarceration (which commenced in November 1997 and has been completed),  and
a two-year  term  (which  commenced  in May 1998 and was  terminated  before the
scheduled end of the term) of supervised release thereafter.

         Old Besicorp paid certain legal expenses  incurred by certain  officers
and  directors  in  connection  with the  Proceeding.  The  amounts  paid by Old
Besicorp  on behalf of Michael F. Zinn in  connection  with the  Proceeding  was
approximately  $339,000. Old Besicorp also reimbursed him for the legal fees and
expenses  (approximately  $39,000)  which had been  incurred by third parties in
connection with the Proceeding and which had been paid by him. In addition,  Old
Besicorp paid additional legal fees and disbursements of approximately  $743,000
incurred in connection with the Proceeding by Old Besicorp,  certain  directors,
officers,  and  employees  and their  spouses who were  defendants  or actual or
potential witnesses in this matter.

         In August  1997,  after Old  Besicorp  and Mr. Zinn had  entered  their
pleas, Mr. Bansbach commenced the Bansbach Litigation. Old Besicorp was named as
a nominal  defendant in this shareholder  derivative  action and the other named
defendants  either were officers and/or directors of Old Besicorp at the time of
the alleged acts (or omissions)  for which the plaintiff  seeks relief or became
officers and/or  directors of Old Besicorp  afterwards.  The plaintiff sought to
hold the defendants other than Old Besicorp liable to Old Besicorp for:

                  o        all  sums advanced to or on behalf of Michael F. Zinn
                           in connection with his defense of the Proceeding;

                  o        all sums  advanced to or on behalf of Michael  Daley,
                           who  at the  time  was  the  Vice-  President,  Chief
                           Financial  Officer  and  Corporate  Secretary  of Old
                           Besicorp  and  was  subpoenaed  for   information  in
                           connection with the Proceeding;

                  o        all legal  expenses, costs and fines  incurred by Old
                           Besicorp itself in connection with the Proceeding;

                  o        all harm  to  Old Besicorp's reputation  and goodwill
                           resulting from the Proceeding;

                  o        punitive damages; and

                  o        plaintiff's attorneys' fees, costs and expenses.

         If Bansbach  ultimately  prevails on all of his  claims,  the  Bansbach
Litigation could result in the recovery of  approximately $1 million,  excluding
interest and punitive damages, if any.

         The trial court  dismissed  the action,  stating that the plaintiff had
failed to make the requisite pre-suit demand upon the Old Besicorp Board and had
failed to demonstrate that such a demand would be futile. The plaintiff appealed
this decision.  On February 4, 1999, the Appellate  Division  reversed the trial
court's dismissal and reinstated the action finding that the bare allegations of
the complaint  sufficiently  alleged that a pre-suit  demand on the Old Besicorp
Board  would have been  futile.  The  parties  to the  Bansbach  Litigation  are
currently engaged in the discovery process.

                                       3

<PAGE>

         By this time,  Old  Besicorp  had entered into the Prior Plan of Merger
and on March 1, 1999 Old  Besicorp  distributed  proxy  materials  for a special
meeting of its  shareholders to adopt the Prior Plan of Merger.  The meeting was
scheduled for March 19, 1999, and it was contemplated  that if the Prior Plan of
Merger was  approved by Old Besicorp  shareholders  the Prior Merger would occur
shortly afterwards.  Effectuation of the Prior Merger would adversely affect the
Bansbach Litigation and the Lichtenberg Litigation.

         On March 5, 1999,  James  Lichtenberg  and Mr.  Bansbach  commenced the
March  Litigation by filing the March  Complaint in the United  States  District
Court for the Southern District of New York.
The March Complaint alleged that:

                  o        the   proxy   statement   sent   to  Old   Besicorp's
                           shareholders  in  connection  with the meeting of Old
                           Besicorp's  shareholders  to adopt the Prior  Plan of
                           Merger was materially misleading because it failed to
                           adequately    disclose   all    available    material
                           information  regarding the effect of the Prior Merger
                           on the  Derivative  Litigation,  i.e.,  the  Bansbach
                           Litigation and the Lichtenberg Litigation;

                  o        the  Prior  Merger  was  intentionally  structured to
                           accomplish the termination of the Derivative
                           Litigation; and

                 o         Old  Besicorp  and  its  directors breached their
                           fiduciary duty by (a) intentionally structuring the
                           Prior Merger so as to cause the termination of the
                           Derivative Litigation, (b) failing  to retain
                           independent counsel to act  on  behalf  of Old
                           Besicorp's minority  shareholders, (c)  failing  to
                           retain an independent investment banker to opine on
                           the fairness of the Prior Merger to Old Besicorp's
                           minority shareholders, (d)  failing  to  form  an
                           independent committee to ensure that the Prior Merger
                           was fair to and in  the  best  interests  of  Old
                           Besicorp's minority shareholders,  and (e)  providing
                           for a $1 million  bonus  to  Mr. Zinn and a $500,000
                           bonus to Mr. Daley, which the March Complaint  deemed
                           to be excessive and/or unwarranted compensation.

         The March  Complaint  asserted  four  claims  for  relief:  (i) a claim
against Old Besicorp and the March Director  Defendants  under section 14(a) of,
and Rule 14a-9  promulgated  pursuant to, the Exchange Act; (ii) a claim against
the March Director Defendants under section 20(a) of the Securities Exchange Act
of 1934,  as amended  (the  "Exchange  Act");  (iii) a claim  against  the March
Director  Defendants for breach of fiduciary  duty; and (iv) a claim against BGI
Parent and BGI  Acquisition  for  aiding  and  abetting  the  alleged  breach of
fiduciary duty. The March Complaint sought unspecified money damages and:

                  o        injunctive  relief directing  full disclosure of  the
                           financial impact on Old Besicorp's shareholders of
                           the termination of the Derivative Litigation;

                  o        full disclosure of the alleged intentional
                           structuring of the Prior Merger to cause the
                           termination of the Derivative Litigation;

                  o         an order directing that:

                                    (i)     the Derivative Litigation be
                                            transferred to Besicorp,


                                       4
<PAGE>




                                    (ii)    the   Prior   Merger   Consideration
                                            payable  to Mr.  Zinn and two former
                                            directors and executive  officers of
                                            Old Besicorp, Mr. Enowitz and Steven
                                            I.  Eisenberg,  for their  shares of
                                            Old  Besicorp's  common stock (which
                                            were  subject  to  the   Lichtenberg
                                            Litigation) be held in escrow, and

                                    (iii)   certain  amounts  at  issue  in  the
                                            Bansbach   Litigation   be  held  in
                                            escrow pending final adjudication of
                                            the respective actions.


         On March 18, 1999,  the District  Court  entered the Prior Merger Order
which  principally  required Old Besicorp to assign the contingent assets and/or
liabilities  comprising Old Besicorp's interests in the Derivative Litigation to
Besicorp before the Prior Merger. The Prior Contribution  Agreement effected Old
Besicorp's assignment of the contingent assets and/or liabilities comprising Old
Besicorp's interests in the Derivative Litigation to Besicorp.

         Besicorp filed a motion for  reconsideration  of the Prior Merger Order
and the District Court in June 1999 denied Besicorp's motion for reconsideration
of the Prior  Merger  Order.  Besicorp  appealed  the Prior Merger Order and the
denial of  reconsideration  to the United States Court of Appeals for the Second
Circuit.  Messrs.  Lichtenberg and Bansbach moved to dismiss the appeal, in part
or in whole,  based on  non-substantive  issues concerning the timeliness of the
appeal with respect to the Prior  Merger  Order and the June 1999 order  denying
reconsideration  of the Prior Merger  Order.  On February  17, 2000,  the Second
Circuit  issued a decision  consisting  of a majority  opinion and a  dissenting
opinion. The majority opinion granted the motion to dismiss the appeal as to the
Prior Merger  Order but not as to the June 1999 order.  The  dissenting  opinion
found  that the appeal was timely as to the Prior  Merger  Order.  Besicorp  has
moved for a rehearing en banc of the decision  granting,  in part, the motion to
dismiss the appeal.

Certain Effects of the Transfer of Bansbach Litigation to WOM

         Pursuant  to the  Contribution  Agreement,  we have been  assigned  the
contingent assets comprising Old Besicorp's interests in the Bansbach Litigation
that Besicorp  received from Old Besicorp as a result of the Prior Merger Order.
Management  believes  that  these  contingent  assets  generally  consist of any
recovery to which Old Besicorp  would be entitled as a result of the  resolution
of the Bansbach Litigation. However, we are under no obligation to prosecute the
action or to assist the plaintiff,  financially or otherwise, in his prosecution
of the Bansbach  Litigation and we have no intention of providing any assistance
to the plaintiff.  We do, however,  intend to defend ourselves from liability to
the extent we deem appropriate.

         Pursuant  to the  Contribution  Agreement,  we have  also  assumed  the
contingent  liabilities  comprising  Old  Besicorp's  interests  in the Bansbach
Litigation  that  Besicorp  received  from Old Besicorp as a result of the Prior
Merger Order.  Management believes that these contingent  liabilities  generally
consist of any damages for which Old Besicorp would be liable as a result of the
resolution  of the Bansbach  Litigation.  Therefore we intend to defend  ourself
from liability to the extent we deem appropriate.  Reimbursements  for the costs
of defending ourself will be sought from the Escrow Fund. In addition, if we are
required to pay  damages,  we expect to seek the money to pay such  damages from
the Escrow Fund unless such  reimbursement  is  prohibited;  if any of the other
defendants in the Bansbach  Litigation are required to pay damages we anticipate
that we will indemnify them and seek the money for such indemnification from the
Escrow Fund to the extent permitted. However, there can be no assurance

                                       5

<PAGE>

that such  amounts  will be  available  from the Escrow Fund or that WOM will be
entitled to receive any such monies from the Escrow Fund.

         Since the Bansbach  Litigation is a shareholder  derivative  action, if
damages  are paid by us or any other  defendant,  we  should  be the  recipient.
However,  monies may be deducted  for the fees and  expenses of the  plaintiff's
attorneys.  It is likely that if we receive any amounts,  these  amounts will be
distributed  to the  holders of WOM Common  Stock  (except to the extent a court
otherwise  orders)  shortly  afterward and that WOM will then be liquidated.  In
addition,  if at any time the  Bansbach  Litigation  is  decided in favor of the
defendants,  or if the  Prior  Merger  Order  is  reversed,  WOM  will  then  be
liquidated.

The Contribution Agreement

         Pursuant to the Contribution Agreement, Besicorp transferred to WOM the
interests in the  Bansbach  Litigation  it had  received  from Old Besicorp as a
result of the Prior  Merger  Order;  however,  WOM is  required  to return  such
interests  if a  Prior  Merger  Order  Reversal  occurs.  As  a  result  of  the
Contribution,  WOM - not Besicorp - will be entitled to any proceeds if there is
a judgment or  settlement  in favor of the  plaintiff;  and WOM - not Besicorp -
will be liable for any damages for which the subject  corporation is liable. See
" - Certain Effects of the Transfer of the Bansbach Litigation to WOM."

         In addition, pursuant to the Contribution Agreement Besicorp caused the
Escrow  Agreement  to be  amended  (i) to permit  us to  receive  up to  $35,000
annually  from the Escrow Fund to cover our  reasonable  expenses in  connection
with  maintaining  our existence,  complying with the Exchange Act and the rules
and  regulations  promulgated  thereunder,  and  such  other  matters  as may be
reasonably  necessary to permit the Bansbach  Litigation to continue and (ii) to
provide that the costs of the Bansbach  Litigation  will still be covered by the
Escrow Agreement following the Spin-Off.

         Also,  pursuant  to the  Contribution  Agreement,  Besicorp  agreed  to
provide us free of charge with the services of Besicorp's  employees and the use
of its offices to the extent that we determine they are reasonably necessary and
for so long as we shall seek such services and the use of such offices.

         We may also be affected, directly or indirectly, by the Indemnification
Agreement  and the Escrow  Agreement,  inasmuch as the  implementation  of these
agreements  may determine the amount  available  from the Escrow Fund to pay WOM
Costs and the ability of WOM to fund the payment of these costs. Set forth below
is a summary of the material provisions of these agreements.

The Indemnification Agreement

         The Indemnification  Agreement that was entered into at the time of the
Prior Merger  provides  that  Besicorp  will  generally  indemnify the Purchaser
Indemnitees  against and from all damages sustained or incurred by any Purchaser
Indemnitee  as a result  of, or arising  out of, by virtue of, or in  connection
with:

                  o        any inaccuracy in or breach of any representation and
                           warranty  made by Old  Besicorp  in the Prior Plan of
                           Merger  or  in  any  closing  document  delivered  in
                           connection with the Prior Plan of Merger;

                  o        any  breach by Old  Besicorp  of, or  failure  by Old
                           Besicorp  to comply  with,  any of its  covenants  or
                           obligations  under the Prior  Plan of Merger or under
                           the Indemnification Agreement;

                                       6

<PAGE>


                  o        the existence of any liability or other obligation of
                           Old  Besicorp  as of March 22, 1999 or arising out of
                           or relating to the Prior Merger or any claim  against
                           a  Purchaser  Indemnitee  with  respect  to any  such
                           liability or obligation other than certain  permitted
                           liabilities, including, without limitation, liability
                           on account of taxes  payable by Old  Besicorp  or for
                           which Old Besicorp is liable;

                  o        the failure of Besicorp  to pay and discharge in full
                           when due any of its liabilities, including  liability
                           on account of taxes other than such permitted
                           liabilities;

                  o        any claims  for  indemnification by current or former
                           officers, directors, employees, agents or consultants
                           of Old Besicorp;

                  o        any third party claim  (which  includes  the Existing
                           Litigation) to the extent it arises out of or relates
                           to any action or  inaction  of, or the conduct of the
                           business  of Old  Besicorp  on or prior to March  22,
                           1999 other than such permitted liabilities;

                  o        any violation of, or delinquency with respect to, any
                           order or arbitration award or statute,  or regulation
                           in  effect  on or prior to March  22,  1999 or of any
                           agreement  of Old  Besicorp  with,  or  any  license,
                           permit  or   environmental   permit  granted  to  Old
                           Besicorp by any federal,  state or local governmental
                           authority to which the properties,  assets, personnel
                           or business  activities  of Old  Besicorp are subject
                           (or to which Old  Besicorp  is subject) as it relates
                           to the  properties,  assets,  personnel  or  business
                           activities of Old Besicorp;

                  o        certain environmental matters;

                  o        certain matters relating to employee pension  benefit
                           plans of Old Besicorp;

                  o        any federal or state taxes imposed upon Old Besicorp,
                           or for which Old Besicorp is liable,  with respect to
                           any  taxable  period or portion  of a taxable  period
                           ending on or prior to March  22,  1999  other  than a
                           permitted liability;

                  o        litigation against Old Besicorp pending or
                           threatened as of March 22, 1999; and

                  o        any claims, investigations,  proceedings,  actions or
                           lawsuits  asserted or initiated before or after March
                           22,  1999  arising  out  of  or  in  connection  with
                           pre-closing occurrences involving Old Besicorp.

         The  payment of any  damages  to which the  Purchaser  Indemnitees  are
entitled pursuant to the Indemnification  Agreement will first be satisfied from
the Escrow Fund, subject to the terms of the Escrow Agreement,  until the Escrow
Fund has been  reduced to zero and  thereafter  will be  satisfied  by  Besicorp
directly.  We are not a party to the Indemnification  Agreement.  However,  even
though  we have no  obligations  under  the  Indemnification  Agreement  and are
entitled to no benefits under the Indemnification  Agreement, we are affected by
the  Indemnification  Agreement:  to the extent that money is released  from the
Escrow  Fund  pursuant  to the  Indemnification  Agreement,  the amount of money
available to us under the Escrow Agreement will be reduced.

                                       7

<PAGE>


Escrow Agreement

         In  connection  with the Prior  Merger,  Old  Besicorp  deposited  $6.5
million  into the  Escrow  Fund  pursuant  to the  Escrow  Agreement.  (There is
currently  approximately  $5.5  million  in the Escrow  Fund.)  The Escrow  Fund
initially  served to fund claims for BGI Monitoring  Costs, BGI Indemnity Claims
and Litigation  Costs,  which included the Bansbach  Litigation.  Therefore,  in
order to provide that the Bansbach  Litigation  would continue to covered by the
Escrow Fund after the Spin-Off,  the Escrow  Agreement was amended by the Escrow
Agreement Amendment  (effective as of the Spin-Off):  to provide, (i) by funding
claims for WOM Costs,  that we shall be  provided  from the Escrow Fund with our
reasonable expenses (up to $35,000 per annum) in connection with maintaining our
existence,  complying  with  the  Exchange  Act and the  rules  and  regulations
promulgated thereunder, and such other matters as may be reasonably necessary to
permit the Bansbach Litigation to continue and (ii) that the Bansbach Litigation
will still be  covered  by the  Escrow  Agreement  following  the  Spin-Off.  In
addition,  BGI Parent remains entitled to reimbursement for BGI Monitoring Costs
and BGI Indemnity  Claims and Besicorp  remains  entitled to  reimbursement  for
Litigation Costs.

         Therefore,  reimbursement  from the Escrow  Fund is  available  for the
following:

                  o        BGI   Monitoring   Costs   which  are  BGI   Parent's
                           out-of-pocket  expenses  (not to exceed  $40,000  per
                           year)  incurred if it is  represented by counsel with
                           respect to:

                                            (i)      the  Besicorp  Assumed
                                                     Matters (which are certain
                                                     litigations  specified  in
                                                     the Indemnification
                                                     Agreement and other matters
                                                     to  be  prosecuted or
                                                     defended  by  Besicorp
                                                     pursuant  to  the
                                                     Indemnification  Agreement)
                                                     and

                                            (ii)     the Bansbach Litigation;

                  o        BGI  Indemnity   Claims  which  are  all  claims  for
                           indemnity   made  by  BGI  Parent   pursuant  to  the
                           Indemnification  Agreement,  including  any claims of
                           BGI  Parent  with  respect  to the  Besicorp  Assumed
                           Matters  arising  from the  failure  of  Besicorp  to
                           diligently  prosecute or defend such Besicorp Assumed
                           Matters, BGI Monitoring Costs and any payment of fees
                           and  expenses  of the payment  agent  pursuant to the
                           Prior Plan of Merger;

                  o        Litigation Costs which are costs and expenses
                           relating to:

                                            (i)      Besicorp Assumed Matters;

                                            (ii)     litigation  arising  out of
                                                     or relating to any such
                                                     Besicorp Assumed Matters;

                                            (iii)    indemnification  of  claims
                                                     against   Old    Besicorp's
                                                     directors    and   officers
                                                     (prior to the Prior Merger)
                                                     for    actions   in   their
                                                     official capacity preceding
                                                     the   date  of  the   Prior
                                                     Merger; and

                                            (iv)     matters arising out of  or
                                                     relating to the Prior
                                                     Merger; and

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<PAGE>

                  o         WOM Costs which are:

                                    (i)     reasonable   expenses   incurred  by
                                            Besicorp or WOM in  connection  with
                                            (a) the  formation  of WOM,  (b) the
                                            Spin-Off   (including  the  cost  of
                                            distributing  the  shares  of  WOM's
                                            Common Stock (including the fees and
                                            expenses of Continental) and (c) the
                                            preparation   and   filing   of  the
                                            Registration Statement,

                                    (ii)    WOM's  reasonable  expenses  (up  to
                                            $35,000  per annum) (a) to  maintain
                                            its  existence,  (b) to comply  with
                                            the  Exchange  Act and the rules and
                                            regulations  promulgated thereunder,
                                            and (c) for such  other  matters  as
                                            may  be   reasonably   necessary  to
                                            permit the  Bansbach  Litigation  to
                                            continue, and

                                    (iii)   WOM's costs and expenses relating to
                                            (a) the Bansbach Litigation, and (b)
                                            litigation   arising   out   of   or
                                            relating to the Bansbach Litigation,
                                            the Spin-Off and WOM's existence.

         As a result of the Escrow  Agreement  Amendment,  the Escrow Agent will
disburse  Escrow  Funds upon  request  (i) to BGI  Parent,  with  respect to BGI
Indemnity Claims or BGI Monitoring  Costs, (ii) to us, with respect to WOM Costs
and (iii) to Besicorp,  with respect to Litigation Costs, unless any other party
to the Escrow Agreement objects. If a party to the Escrow Agreement objects, the
Escrow Agent will disburse  such funds only in  accordance  with the Escrow Fund
Determination  Procedure.  Besicorp and WOM agreed not to unreasonably  withhold
its consent to a request by BGI Parent for payment of BGI Indemnity Claims,  BGI
Parent  and WOM agreed  not to  unreasonably  withhold  consent  for  payment of
Litigation Costs and BGI Parent and Besicorp agreed not to unreasonably withhold
consent for the payment of WOM Costs.

         The terms of the Escrow Agreement  provide that the remaining  proceeds
of the Escrow Fund will be released to Besicorp,  subject to the satisfaction of
certain conditions, at any time after March 22, 2004.

Item 2.    Description of Property

         We  do  not  own  any  real  property.  Pursuant  to  the  Contribution
Agreement,  Besicorp agreed to allow us to use its offices without charge. These
offices are sufficient for our requirements.

Item 3.    Legal Proceedings

         Other  than the  Bansbach  Litigation,  WOM is not a party to any legal
proceedings.

         WOM is dependent  upon the  availability  of funds from the Escrow Fund
for the  reimbursement of the WOM Costs.  WOM's ability to obtain  reimbursement
for these costs may be limited to the extent  Besicorp  or other  third  parties
obtain  money from the Escrow Fund thereby  reducing the funds  available to pay
WOM Costs. Besicorp may draw on the Escrow Fund principally to:

                  o        satisfy    its    obligations    pursuant    to   the
                           Indemnification   Agreement   whereby  it  agreed  to
                           indemnify  the  Prior  Merger   Parties  for  damages
                           relating to various  matters  including,  breaches of
                           the Prior Merger Agreement and  substantially  all of
                           Old  Besicorp's  litigation  that was  pending at the
                           time of the Prior Merger, and

                                        9
<PAGE>


                  o        satisfy    certain   other    obligations    relating
                           principally to certain lawsuits that Besicorp assumed
                           from Old Besicorp pursuant to the Prior  Contribution
                           Agreement.

         Other  persons may also be entitled to payments  from the Escrow Funds.
See "Item 1. Business  Escrow  Agreement".  WOM believes that the  approximately
$5.5  million in the Escrow Fund as of June 27, 2000 will be  sufficient  to pay
current and future WOM Costs.

Item 4.    Submission of Matters to a Vote of Security Holders

         Not applicable.

Item 5.    Market for Common Equity and Related Stockholder Matters.

         There is currently no existing  trading market for WOM Common Stock. We
have not applied for and currently do not intend to apply for listing of the WOM
Common Stock on an Exchange.  We have never  declared or paid any cash dividends
on the WOM Common Stock and do not anticipate  cash dividends in the foreseeable
future.

Item 6.   Management's Discussion and Analysis or Plan of Operations

Forward-Looking Information

         The discussion  below includes or may include  certain  forward-looking
statements  that involve risks and  uncertainties  that concern WOM's  financial
position,  projected  costs and plans and  objectives of  management  for future
operations as well as other  statements  including  words such as  "anticipate,"
"believe,"   "plan,"   "estimate,"   "expect,"   "intend,"   and  other  similar
expressions.   Although  we  believe   our   expectations   reflected   in  such
forward-looking  statements  are  based  on  reasonable  assumptions,   you  are
cautioned  that we cannot assure you that such  expectations  will prove correct
and that  actual  results  and  developments  may differ  materially  from those
conveyed in such forward-looking statements.  Important factors that could cause
actual  results to differ  materially  from the  expectations  reflected  in the
forward- looking statements herein include:

                  o        costs or difficulties related to our establishment as
                           an independent entity (including our ability  to fund
                           our operations from the Escrow Fund);

                  o        the time it takes to resolve the Bansbach Litigation;
                           and

                  o        the outcome of the Bansbach Litigation.

These  forward-looking  statements  speak  only as of the date on which they are
made and we are not  undertaking  any  obligation to update any  forward-looking
statement to reflect events or circumstances  after the date of this report.  If
we do update or correct one or more forward-looking  statements,  you should not
conclude  that we will make  additional  updates  or  corrections  with  respect
thereto or with respect to other forward-looking statements.

                                       10
<PAGE>

Results of Operations

As indicated previously, we are not engaged in any business activities nor do we
intend to engage in any such activities and accordingly we do not expect to have
any future  revenues or profits.  Our expenses  generally will be limited to the
expenses  incurred  in  preparing  documents  required  to be  filed  by  public
companies,  the  expense  of  distributing  materials  to  shareholders  and the
transfer  agent's  fees as well  as the  costs  associated  with  defending  the
Bansbach  Litigation.  These  expenses will  generally be paid directly from the
Escrow Fund and will not be reflected on our  financial  statements.  We have no
full-time  employees  and  no  offices;  Besicorp  agreed  in  the  Contribution
Agreement  to provide us with the services of its  employees  and to allow us to
use its  offices  free of  charge  to the  extent  that we  determine  they  are
reasonably  necessary and for so long as we shall seek such services and the use
of such offices.

WOM's  principal  assets  consist of its  interests in the Bansbach  Litigation.
These  contingent  assets  comprise  Old  Besicorp's  interests  in the Bansbach
Litigation  that  Besicorp  received  from Old Besicorp as a result of the Prior
Merger Order. We believe that these contingent  assets generally  consist of any
recovery to which Old Besicorp  would be entitled as a result of the  resolution
of the Bansbach  Litigation.  (However,  we are under no obligation to prosecute
the  action  or to  assist  the  plaintiff,  financially  or  otherwise,  in his
prosecution of the Bansbach Litigation and we have no intention of providing any
assistance  to the  plaintiff.)  Because  we are  not  engaged  in any  business
activity,  these assets are our only possible  source of revenues.  These assets
will not generate  any  revenues to WOM unless  there is a  settlement  or final
judgment in favor of the plaintiff in the Bansbach Litigation.

We have also  assumed  the  contingent  liabilities  comprising  Old  Besicorp's
interests in the Bansbach Litigation that Besicorp received from Old Besicorp as
a result of the Prior Merger Order. We believe that these contingent liabilities
generally  consist of any  damages for which Old  Besicorp  would be liable as a
result of the  resolution  of the  Bansbach  Litigation.  Therefore we intend to
defend ourself from liability to the extent we deem appropriate.  Reimbursements
for the costs of  defending  ourself  will be sought  from the Escrow  Fund.  In
addition,  if we are required to pay damages, we expect to seek the money to pay
such  damages  from  the  Escrow  Fund  unless  the  judgment   prohibited  such
reimbursement;  if any of the other defendants in the Bansbach  Litigation,  are
required to pay damages we anticipate  that we will  indemnify them and seek the
money for such  indemnification  from the  Escrow  Fund  unless  either  (i) the
judgment   prohibited   such   indemnification   or  (ii)   indemnification   is
impermissible  under the NYBCL.  However,  there can be no  assurance  that such
amounts will be  available  from the Escrow Fund or that WOM will be entitled to
receive any such monies from the Escrow Fund.


Liquidity and Capital Resources

As of  March  31,  2000,  we had  cash of $54,  which  represented  our  initial
capitalization  less bank  charges.  We will not  attempt to incur debt or raise
capital.  However,  the parties to the Escrow  Agreement,  which was executed in
connection  with the  Prior  Plan of  Merger,  have  agreed  (i) to permit us to
receive up to $35,000 (the "Annual  Expenses")  annually in reimbursements  from
the Escrow Fund to cover our reasonable  expenses in connection with maintaining
our existence,  complying with the Exchange Act and such other matters as may be
reasonably  necessary to permit the Bansbach Litigation to continue and (ii) WOM
Litigation  Costs (i.e.  our costs and  expenses  relating  to (a) the  Bansbach
Litigation,   (b)  litigation  arising  out  of  or  relating  to  the  Bansbach
Litigation,  (c) the Spin-Off and (d) our existence.  Therefore, the Escrow Fund
is not a source of funds to the  extent we need  more than  $35,000  in any year
(except for WOM Litigation Costs which do not have a maximum amount).

                                       11

<PAGE>


We believe that the Escrow Fund will be available to satisfy any claims  against
WOM resulting from the Bansbach Litigation,  and accordingly,  we do not believe
that the assumption of the contingent  liabilities  will have any adverse effect
on our financial position or liquidity.  While we are dependent upon our ability
to  obtain  money  from  the  Escrow  Fund to pay  these  expenses  and  without
reimbursements  from the Escrow Fund, we will not be able to pay our obligations
as they  become due and may be forced to  curtail  activities,  we believe  that
approximately  $5.5  million in the Escrow Fund will be  sufficient  to fund the
Annual  Expenses,  indemnify  BGI  Parent,  Old  Besicorp  and  other  Purchaser
Indemnities pursuant to the Indemnification Agreement and reimburse Besicorp for
its Litigation Costs.

Item 7.    Financial Statements

         Our financial statements are set forth at page F-1.

Item 8.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure

         CC&C  served as our  independent  accountants  to audit  our  financial
statements  from our  organization  in December 1999 until March 15, 2000. On or
about March 15, 2000,  WOM dismissed CC&C as its principal  outside  accountant.
None of CC&C's reports on WOM's financial  statements during any of the past two
years contained an adverse opinion or a disclaimer of opinion,  nor was any such
report  qualified  or modified as to  uncertainty,  audit scope,  or  accounting
principles.  The decision to change  accountants was not recommended or approved
by the WOM Board.  During WOM's two most recent fiscal years and all  subsequent
interim periods preceding the dismissal there were no disagreements with CC&C on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure, which disagreement,  if not resolved
to the  satisfaction  of CC&C,  would have caused it to make a reference  to the
subject matter of the  disagreement  in connection  with any of its reports.  On
March  15,  2000,  WOM  engaged  Urbach  Kahn &  Werlin  P.C.  as its  principal
accountant to audit WOM's financial statements.


                                    PART III


Item 9.   Directors, Executive Officers, Promoters and Control Persons;
           Complaint with Section 16(a) of the Exchange Act

         Set forth below is certain  information as to the  individuals  who are
expected to serve as directors and the  individuals who are expected to serve as
officers of WOM following the Spin-Off.

Michael F. Zinn

         Mr. Zinn,  46, has been the Chairman of the Board,  President and Chief
Executive Officer of WOM since December 20, 1999, has been the President,  Chief
Executive  Officer and  Chairman  of the Board of  Directors  of Besicorp  since
November 1998 and was the President, Chief Executive Officer and Chairman of the
Board of Directors of Old Besicorp  from its founding in 1976 until March,  1999
(except from November 1997 to May 1998).  In June 1997,  Mr. Zinn entered guilty
pleas  pursuant  to a plea  bargain  to two felony  counts in the United  States
District  Court for the  Southern  District of New York in  connection  with the
Proceeding.  Mr.  Zinn was fined  $36,673 and  sentenced  to a six month term of
incarceration  (which  commenced in November 1997 and has been  completed) and a
two  year  term  (which  commenced  in May 1998 and was  terminated  before  the
scheduled end of the term) of supervised release

                                       12

<PAGE>


thereafter.  He resigned as Chairman of the Board,  Chief Executive  Officer and
President of Old Besicorp in November 1997 and was reappointed to such positions
in May 1998. He is a cousin of Frederic M.
Zinn, a director and executive officer of WOM.

James E. Curtin

         Mr. Curtin, 50, has been Treasurer of WOM since December,  1999 and has
been Vice President and Controller of Besicorp since  November,  1998. He joined
Old  Besicorp  as  Corporate  Controller  in August  1995 and was  appointed  an
executive  officer  of Old  Besicorp  with  the  title  of  Vice  President  and
Controller in November  1997. He resigned as an officer of Old Besicorp in March
1999.  Prior to joining Old  Besicorp,  Mr.  Curtin was  Director  of  Financial
Reporting for ENSERCH  Engineers and  Constructors  from 1994 to 1995,  and held
several financial  management positions with Ebasco Services,  Incorporated,  an
engineering,  construction  and consulting  firm,  from 1981 to 1994. Mr. Curtin
holds a BBA in Accounting Practice from Pace University.

Frederic M. Zinn

         Mr.  Zinn,  42,  has been a  director  and the  Secretary  of WOM since
December 1999 and has been Senior Vice President,  General Counsel and Secretary
of  Besicorp  since  November,  1998.  He joined  Old  Besicorp  as a  temporary
executive with the title of Vice President in November 1997. He was appointed an
executive officer of Old Besicorp holding the title of Senior Vice President and
General Counsel in May 1998. He resigned as an officer of Old Besicorp in March,
1999.  Prior to joining  Old  Besicorp,  Mr.  Zinn was the  President  of Zinn &
Lebovic,  a Professional  Law Corporation,  from 1992 to 1997.  Before that, Mr.
Zinn was  General  Counsel at JTE Real  Estate  Group,  Inc.  from 1989 to 1992;
Associate Attorney at Palmieri,  Tyler,  Weiner,  Wilhelm & Waldron from 1986 to
1988; and Associate Attorney at Hart, King & Coldren from 1982 to 1986. Mr. Zinn
received a BA in Economics  from the  University of California at Davis and a JD
from the UCLA School of Law. He is a cousin of Michael F. Zinn,  the Chairman of
the Board, Chief Executive Officer and President of WOM.

Item 10.   Executive compensation

         During  the  fiscal  year  ended  March 31,  2000,  our  directors  and
executive  officers did not receive any compensation from us for serving in such
capacities.  Pursuant  to the  Contribution  Agreement,  Besicorp  has agreed to
provide the service of its employees to us without charge;  Besicorp's employees
who provide services to us, including our directors and executive officers,  may
receive compensation for such services from Besicorp.

         We  have  not  granted  any  Rights  and  there  are no  stock  option,
contribution, benefit or other plans for our directors, officers or employees.

Item 11.   Security Ownership of Certain Beneficial Owners and Management

         The  following  table shows the shares of WOM Common  Stock owned as of
June 28, 2000 by each beneficial  owner of more than 5% of the WOM Common Stock,
the  current  directors,  the  current  executive  officers  and by all  current
directors and executive officers as a group. Except as otherwise provided in the
footnotes to the table,  the  beneficial  owners have sole voting and investment
power as to all securities.

                                       13

<PAGE>

<TABLE>
<CAPTION>
<C>
                                    <S>                                         <S>

                                    Number of Shares
Name of                             of Common Stock                             Percent of Common Stock
Beneficial Owner                    Beneficially Owned (1)                      Beneficially Owned (1)

Avalon                                  57,967 (2)                                   42.7%
Michael F. Zinn                         60,967 (2)                                   44.9%
Frederic Zinn                            1,750                                        1.3%
James Curtin                               400                                           *
Harold M. Zinn                          10,000                                        7.4%
   25 South Street
   Rhinebeck, NY 12572

Current directors and
executive officers as
a group (3 persons)                     63,117                                       46.4%

</TABLE>

*  Less than 1 percent.

(1)      Except as described below, such persons have the sole power to vote and
         direct the disposition of such shares.

(2)      Includes 57,967 shares held in the name of Besicorp  Holdings.  Michael
         F.  Zinn is the Chief  Executive  Officer  and  President  of  Besicorp
         Holdings.  Avalon  owns  approximately  94.5% of the shares of Besicorp
         Holdings'  common  stock and  therefore  can  appoint  and  remove  the
         directors. The only members of Avalon are Michael F. Zinn and his wife,
         Valerie Zinn, who owns a nominal interest in Avalon. Michael F. Zinn is
         the sole manager of Avalon and  therefore is the only person with power
         to vote or dispose of  Avalon's  shares of  Besicorp  Holdings'  Common
         Stock.

         The address for each of the individuals identified above is, except  as
otherwise indicated: 1151 Flatbush Road, Kingston, New York 12401.

Item 12.   Certain Relationships And Related Transactions

         During the past years, we have not engaged in any transaction  with our
executive  officers,  directors  or any  holders of five  percent or more of our
Common Stock.  Certain of our executive  officers and directors may have entered
into transactions with Besicorp or Old Besicorp.


Item 13.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit No.                Description

2.1                        Contribution and Distribution Agreement by and
                           between Besicorp and WOM(3)

3(i)                       Certificate of Incorporation of WOM, Inc.(1)


                                       14
<PAGE>


3(ii)                      By-Laws of WOM, Inc.(3)

10.1                       Indemnification Agreement dated as of  March 22, 1999
                           by and among Besicorp  Group  Inc. ("BGI"), Besicorp,
                           BGI Acquisition LLC ("LLC") and BGI Acquisition Corp.
                           ("BGI Acquisition")(1)

10.2                       Escrow Agreement (the "Escrow Agreement") dated as of
                           March 22, 1999  by  and  among Besicorp, BGI, LLC and
                           BGI Acquisition.(1)

10.3                       Amendment No.1  to the Escrow Agreement dated  as
                           of February 23, 2000 by and among  Besicorp, BGI, LLC
                           and WOM.(2)

27                         Financial Data Schedule - March 31, 2000

----------------------

1        Incorporated by reference to sthe  corresponding exhibit filed with the
         Company's Registration Statement on Form 10-SB with the SEC on or about
         January 6, 2000.

2        Incorporated by reference to the  corresponding  exhibit filed with the
         Company's  Amendment No. 1 to the Registration  Statement on Form 10-SB
         filed with the SEC on or about March 14, 2000.

3        Incorporated by reference to the  corresponding  exhibit filed with the
         Company's  Post-Effective Amendment No. 1 to the Registration Statement
         on Form 10-SB filed with the SEC on or about April 7, 2000.

(b)  Reports on Form 8-K

         On March 16, 2000, WOM filed a Current  Report on Form 8-K,  disclosing
under Item 4 a change in WOM's independent public accountants.

         On May 10,  2000,  WOM filed a Current  Report on Form 8-K,  disclosing
under items 1, 2 and 7 of such report information  regarding the effectuation of
the transactions contemplated by the Contribution Agreement and the Spin-Off.

                                       15

<PAGE>

INDEX TO THE FINANCIAL STATEMENTS OF WOM, INC.

<TABLE>
<CAPTION>
<C>

                                                                                                            <S>
Index to the Financial Statements of WOM, Inc............................................................    F-1

Independent Auditors' Report.............................................................................    F-2

Balance Sheet as of March 31, 2000.......................................................................    F-3

Statement of Operations for the period December 14, 1999 (Inception)
through March 31, 2000...................................................................................    F-4

Statement of Changes in Shareholders' Equity (Deficiency) for the period
December 14, 1999 (Inception) through March 31, 2000.....................................................    F-5

Statement of Cash Flows for the period December 14, 1999 (Inception)
through March 31, 2000...................................................................................    F-6

Notes to Financial Statements............................................................................    F-7

</TABLE>

                                      F-1

<PAGE>

[LOGO]   Urbach Kahn & Werlin PC
         Certified Public Accountants

                          Independent Auditor's Report


To the Board of Directors and Shareholders of WOM, Inc.

We  have audited the accompanying  balance sheet of WOM, Inc.  as  at  March 31,
2000, and the related statements of operations, changes in shareholders' equity,
and cash flows for the  period  from  inception, December 14, 1999, to March 31,
2000. These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is  to express  an opinion  on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform  the audit to obtain reasonable
assurance  about  whether the financial statements are  free  of  material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit  also includes
assessing  accounting  principles  used  and  significant estimates  made by
management,  as well as  evaluating  the  overall  financial statement
presentation. We  believe  that our  audit provides  a  reasonable basis for our
opinion.

In  our opinion,  the financial statements referred  to above present fairly, in
all material respects,  the financial position of WOM, Inc. as at March 31, 2000
and the results of its operations and its cash flows for the initial period then
ended then ended in  conformity  with  generally accepted accounting principles.

                                          /s/ URBACH KAHN & WERLIN PC


June 27, 2000
Albany, New York


                                       F-2
<PAGE>



                                   WOM, INC.
                                  BALANCE SHEET
                                 March 31, 2000


              ASSETS

Cash                                                                 $  54
                                                                      =====

   LIABILITIES AND STOCKHOLDERS' EQUITY

Accrued expenses                                                     $ 100
                                                                      -----
    Total Liabilities                                                  100

Shareholders' Equity:
Common stock, $.01 par value, 250,000 shares authorized,
    100 shares issued                                                    1
Additional paid in capital                                              99
Accumulated deficit                                                   (146)
                                                                      -----
       Total Shareholders' Equity (Deficit)                            (46)
                                                                      -----
       Total Liabilities and Shareholders' Equity                    $  54
                                                                      =====

See accompanying notes to financial statements.



                                       F-3

<PAGE>

                                    WOM, INC.
                             STATEMENT OF OPERATIONS
       For The Period December 14, 1999 (Inception) Through March 31, 2000



Costs and Expenses:
    Selling, general and
       administrative expenses                                 $   46
                                                                 -----
       Total Costs and Expenses                                    46
                                                                 -----
Loss Before Income Taxes                                          (46)

Provision for Income Taxes                                       (100)
                                                                 -----
Net Loss                                                      $  (146)
                                                                 =====

See accompanying notes to financial statements.



                                       F-4

<PAGE>

                                    WOM, INC.
             STATEMENT  OF CHANGES IN  SHAREHOLDERS'  EQUITY  (DEFICIT)
      For The Period December 14, 1999 (Inception) Through March 31, 2000


<TABLE>
<CAPTION>
<C>
                                             <S>                 <S>                  <S>                         <S>

                                                                    Additional        Retained Earnings
                                              Common Stock        Pain-In Capital         (Deficit)              Total
                                              ------------        ---------------     ------------------         ------
Initial Capitalization
December 14, 1999                             $         1         $         99         $                         $ 100


Net loss for the year                                                                       (146)                 (146)
                                               ----------          ------------          ----------               -----

Balance at March 31, 2000                     $         1         $         99         $    (146)               $  (46)
                                               ==========          ===========           ===========              ======

See accompanying notes to financial statements.

</TABLE>



                                       F-5




<PAGE>


                                    WOM, INC.
                             STATEMENT OF CASH FLOWS
       For The Period December 14, 1999 (Inception) Through March 31, 2000


Operating Activities:
    Net loss                                                $   (146)
Adjustments:
    Increase in accrued expenses                                 100
                                                               ------
    Net Cash Used
       By Operating Activities                                   (46)
                                                               ------
Financing Activities:
    Initial Capitalization                                       100
                                                               ------
    Net Cash Provided By Financing Activities                    100

Increase in Cash                                                  54
Cash Beginning                                                     0
                                                               ------
Cash Ending                                                 $     54
Supplemental Cash Flow Information:                            ======
    Interest paid                                           $      0
    Income taxes paid                                              0


See accompanying notes to financial statements.



                                       F-6


<PAGE>
                                    WOM, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

WOM,  Inc.   ("WOM")  was   incorporated  in  December  1999  by  Besicorp  Ltd.
("Besicorp"),  by the  contribution  of $100 in  exchange  for 100 shares of WOM
common stock in order to effectuate a spin-off  prior to the merger of Besicorp.
WOM was  established  in order to permit  the named  plaintiff  in the  Bansbach
Litigation to remain eligible to maintain the Bansbach Litigation (see Note 2).


NOTE 2 BANSBACH LITIGATION

The Bansbach Litigation is a shareholder derivative action that was commenced in
August 1997 by John  Bansbach who was seeking to recover  certain legal fees and
expenses paid by Besicorp Group Inc. ("Old Besicorp") to or on behalf of certain
officers and directors of Old Besicorp in  connection  with the  Proceeding  (as
defined below).

The Proceeding is an action that was brought in the United States District Court
for the Southern  District of New York in connection with  contributions  to the
1992 election  campaign of Congressman  Maurice Hinchey.  In connection with the
Proceeding, in June 1997, Old Besicorp and Michael F. Zinn (then the Chairman of
the Board,  President and Chief Executive  Officer of Old Besicorp and currently
the Chairman of the Board, President and Chief Executive Officer of Besicorp and
the Chairman of the Board,  President and Chief Executive  Officer of WOM), each
entered a guilty  plea to one count of causing a false  statement  to be made to
the Federal Election Commission and one count of filing a false tax return. As a
result of such pleas,  Old  Besicorp was fined  $36,400,  and Mr. Zinn was fined
$36,673 and sentenced to a six-month term of  incarceration  (which commenced in
November 1997 and has been  completed),  and a two-year term (which commenced in
May 1998 and was terminated  before the scheduled end of the term) of supervised
release  thereafter.  He resigned as Chairman of the Board,  President and Chief
Executive  Officer of Old Besicorp in November 1997 and was  reappointed to such
positions in May 1998.

Old  Besicorp  paid  certain  legal  expenses  incurred by certain  officers and
directors in  connection  with the  Proceeding.  As of March 31, 2000,  1999 and
1998,  the  amounts  paid on behalf of  Michael F. Zinn in  connection  with the
Proceeding equaled $338,517.  In addition,  Old Besicorp  reimbursed him for the
legal fees and expenses (approximately $39,180) which had been incurred by third
parties in  connection  with the  Proceeding  and which had been paid by him. In
addition,   Old  Besicorp  paid  additional  legal  fees  and  disbursements  of
approximately  $742,576  incurred  in  connection  with  the  Proceeding  by Old
Besicorp, certain directors,  officers, and employees and their spouses who were
defendants or actual or potential witnesses in this matter.

In August 1997,  after Old Besicorp  and Mr. Zinn had entered  their pleas,  Mr.
Bansbach commenced the Bansbach Litigation.  Old Besicorp was named as a nominal
defendant in this shareholder  derivative  action and the other named defendants
either were officers and/or directors of Old Besicorp at the time of the alleged
acts (or  omissions)  for which the  plaintiff  seeks relief or became  officers
and/or  directors of Old Besicorp  afterwards.  The plaintiff sought to hold the
defendants  other than Old  Besicorp  liable to Old  Besicorp  for: (a) all sums
advanced  to or on behalf of Michael F. Zinn in  connection  with his defense of
the Proceeding;  (b) all sums advanced to or on behalf of Michael Daley,  who at
the time was the Vice President, Chief Financial Officer and Corporate Secretary
of Old Besicorp (and who is currently a director,  Executive  Vice President and
Chief  Financial  Officer of Besicorp) and was  subpoenaed  for  information  in
connection with the Proceeding; (c) all legal expenses, costs and fines incurred
by Old Besicorp itself in connection with

                                      F-7

<PAGE>

the Proceeding; (d) all harm to Old Besicorp's reputation and goodwill resulting
from the Proceeding;  (e) punitive damages; and (f) plaintiffs  attorneys' fees,
costs and expenses.  If Bansbach  ultimately  prevails on all of his claims, the
Bansbach  Litigation  could result in the recovery of  approximately $1 million,
excluding interest and punitive damages.

The trial court  dismissed the action,  stating that the plaintiff had failed to
make the requisite pre-suit demand upon the Old Besicorp Board and had failed to
demonstrate  that such a demand would be futile.  The  plaintiff  appealed  this
decision. On February 4, 1999, the Appellate Division reversed the trial court's
dismissal and  reinstated  the action  finding that the bare  allegations of the
complaint  sufficiently alleged that a pre-suit demand on the Old Besicorp Board
would have been futile.  The parties to the Bansbach  Litigation  are  currently
engaged in the discovery process.

By this time,  Old  Besicorp had entered into an agreement to merge with another
company and to distribute certain of its businesses to Besicorp Ltd. (the "Prior
Plan of Merger") and on March 1, 1999 Old Besicorp  distributed  proxy materials
for a special meeting of its shareholders to adopt the Prior Plan of Merger. The
meeting was  scheduled  for March 19, 1999 and it was  contemplated  that if the
Prior Plan of Merger was approved by Old Besicorp  shareholders the Prior Merger
would occur shortly afterwards. Effectuation of the Prior Merger would adversely
affect the Bansbach Litigation and the Lichtenberg Litigation.

On March 5, 1999, James Lichtenberg and Mr. Bansbach  commenced  litigation (the
"March  Litigation")  by filing a complaint (the "March  Complaint").  The March
Complaint   alleged  that  (i)  the  proxy  statement  sent  to  Old  Besicorp's
shareholders  in connection  with the meeting of Old Besicorp's  shareholders to
adopt the Prior Plan of Merger was  materially  misleading  because it failed to
adequately disclose all available material  information  regarding the effect of
the Prior Merger on the Derivative Litigation, i.e., the Bansbach Litigation and
the Lichtenberg Litigation;  (ii) the Prior Merger was intentionally  structured
to  accomplish  the  termination  of the  Derivative  Litigation;  and (iii) Old
Besicorp and its directors  breached their  fiduciary duty by (a)  intentionally
structuring  the Prior Merger so as to cause the  termination  of the Derivative
Litigation,  (b) failing to retain  independent  counsel to act on behalf of Old
Besicorp's  minority   shareholders,   (c)  failing  to  retain  an  independent
investment banker to opine on the fairness of the Prior Merger to Old Besicorp's
minority  shareholders,  (d) failing to form an independent  committee to ensure
that the Prior Merger was fair to and in the best  interests  of Old  Besicorp's
minority shareholders,  and (e) providing for a $1 million bonus to Mr. Zinn and
a $500,000 bonus to Mr. Daley,  which the March Complaint deemed to be excessive
and/or unwarranted compensation.

The March Complaint  sought  injunctive  relief directing full disclosure of the
financial  impact  on Old  Besicorp's  shareholders  of the  termination  of the
Derivative Litigation and full disclosure of the alleged intentional structuring
of the Prior Merger to cause the termination of the Derivative  Litigation.  The
March Complaint also sought an order directing that the Derivative Litigation be
transferred to Besicorp, that the Prior Merger Consideration payable to Mr. Zinn
and two former  directors  and  executive  officers of Old  Besicorp,  Martin E.
Enowitz and Steven I. Eisenberg, for their shares of Old Besicorp's common stock
(which are subject to the  Lichtenberg  Litigation) be held in escrow,  and that
certain  amounts at issue in the Bansbach  Litigation be held in escrow  pending
final  adjudication of the respective  actions.  The March Complaint also sought
unspecified money damages.

On March 18,  1999,  the  District  Court  entered an order (the  "Prior  Merger
Order")  which  required Old  Besicorp to assign the  contingent  assets  and/or
liabilities  comprising Old Besicorp's interests in the Derivative Litigation to
Besicorp before the Prior Merger. The Prior Contribution  Agreement effected Old
Besicorp's assignment of the contingent assets and/or liabilities comprising Old
Besicorp's interests in the Derivative Litigation to Besicorp.  The Prior Merger
Order also required (i) defendants Messrs.  Zinn,  Eisenberg and Enowitz to take
no action to place the Prior  Merger  Consideration  they  would  receive in the
Prior Merger

                                      F-8

<PAGE>


beyond the reach of the  United  States  courts so as to render  the  defendants
unable to satisfy any judgment which may be rendered in the Lichtenberg  Action;
and (ii) the  plaintiffs  to post a bond in the amount of $100,000  within seven
days of the date of the order,  which bond was posted.  Besicorp  filed a motion
for  reconsideration  of the Prior Merger  Order and the District  Court in June
1999 denied this motion (the "June Order").  Besicorp  appealed the Prior Merger
Order and the June Order to the United  States  Court of Appeals  for the Second
Circuit.  Lichtenberg  and Bansbach  moved to dismiss the appeal,  in part or in
whole, based on  non-substantive  issues concerning the timeliness of the appeal
with respect to the Prior Merger Order and the June Order. On February 17, 2000,
the Second  Circuit  issued a decision  consisting  of a majority  opinion and a
dissenting  opinion.  The  majority  opinion  granted  the motion to dismiss the
appeal as to the Prior Merger Order but not as to the June Order. The dissenting
opinion found that the appeal was timely as to the Prior Merger Order.  Besicorp
has moved for rehearing en banc of the decision granting, in part, the motion to
dismiss the appeal.

The Prior Merger Order did not provide for the  occurrence  following  the Prior
Merger of a  transaction  such as the proposed  merger of Besicorp Ltd. and Besi
Acquisition  Corp. (the  "Merger").  The  effectuation of the Merger  ordinarily
would  adversely  affect the named  plaintiffs  ability to maintain the Bansbach
Litigation  in a manner  similar  to that  which  the  Prior  Merger  Order  had
attempted to prevent. If Besicorp did not effectuate the Spin-Off,  consummation
of the Merger would cause the  plaintiff in the Bansbach  litigation to lose his
status as a shareholder of Besicorp,  and therefore  would cause him to lose his
right to prosecute the Bansbach  Litigation.  Besicorp believed that in order to
adhere to the intent of the Prior Merger  Order,  Besicorp  should assign to WOM
the  interests in the Bansbach  Litigation  that  Besicorp had received from Old
Besicorp;  by assigning  to WOM  pursuant to the  Spin-Off the  interests in the
Bansbach  Litigation  Besicorp  had received  from Old Besicorp  pursuant to the
Prior Merger Order (subject to WOM's agreement to return such interests upon the
occurrence  of a Prior Merger  Order  Reversal),  the  plaintiff  should  retain
standing to maintain the Bansbach Litigation.  The Lichtenberg Litigation is not
being  assigned to WOM because the complaint in the  Lichtenberg  Litigation has
been dismissed.

WOM has been assigned the contingent assets comprising Old Besicorp's  interests
in the Bansbach  Litigation that Besicorp received from Old Besicorp as a result
of the Prior Merger  Order.  WOM's  management  believes  that these  contingent
assets generally consist of any recovery to which Old Besicorp would be entitled
as a result of the resolution of the Bansbach Litigation.  However, WOM is under
no obligation to prosecute the action or to assist the plaintiff, financially or
otherwise,  in his  prosecution  of  the  Bansbach  Litigation  and  WOM  has no
intention of providing  any  assistance  to the  plaintiff.  WOM does,  however,
intend to defend itself from liability to the extent WOM deem appropriate.

WOM has also  assumed  the  contingent  liabilities  comprising  Old  Besicorp's
interests in the Bansbach Litigation that Besicorp received from Old Besicorp as
a result of the  Prior  Merger  Order.  WOM's  management  believes  that  these
contingent  liabilities  generally consist of any damages for which Old Besicorp
would be  liable  as a result  of the  resolution  of the  Bansbach  Litigation.
Therefore  WOM intends to defend  itself from  liability  to the extent it deems
appropriate.  Reimbursements  for the costs of  defending  itself will be sought
from the Escrow  Fund.  In  addition,  if WOM is  required to pay  damages,  WOM
expects to seek the money to pay such  damages  from the Escrow  Fund unless the
judgment  prohibited such  reimbursement;  if any of the other defendants in the
Bansbach  Litigation,  are required to pay damages WOM anticipates  that it will
indemnify them and seek the money for such  indemnification from the Escrow Fund
unless  either  (i)  the  judgment  prohibited  such   indemnification  or  (ii)
indemnification  is  impermissible  under the  NYBCL.  However,  there can be no
assurance  that such amounts will be available  from the Escrow Fund or that WOM
will be entitled to receive any such monies from the Escrow Fund.

Since the Bansbach Litigation is a shareholder derivative action, if damages are
paid by WOM or any other defendant, WOM should be the recipient. However, monies
may be deducted for the fees and expenses of

                                      F-9

<PAGE>


the plaintiff's attorneys.  It is likely that if WOM receives any amounts, these
amounts will be  distributed  to the holders of WOM Common Stock  (except to the
extent a court  otherwise  orders)  shortly  afterward and that WOM will then be
liquidated.  In addition,  if at any time the Bansbach  Litigation is decided in
favor of the defendants, or if the Prior Merger Order is reversed, WOM will then
be liquidated.

NOTE 3 OPERATIONS

On account of WOM's very limited activities,  WOM has no full-time employees and
no offices. WOM is not compensating its officers and directors,  each of whom is
also an officer or director of Besicorp,  for the services  they render on WOM's
behalf.  Besicorp has agreed in the  Contribution  Agreement to provide WOM with
the services of its employees and to allow WOM to use its offices free of charge
to the extent that WOM determines is reasonably necessary and for as long as WOM
shall seek such services and the use of such offices. It is not anticipated that
the  value  of  these  services  will  be  material.  Should  the  value  become
significant,  then  appropriate  charges will be made. WOM has no suppliers,  no
customers,  and,  except for WOM's interest in the Bansbach  Litigation,  WOM is
party to no litigation.  WOM has no foreign  operations and WOM's operations are
not subject to any U.S., state, foreign or local laws or regulations (other than
those generally applicable to public corporations).


NOTE 4 SUBSEQUENT EVENT

Prior  to  the  completion  of the Besicorp Ltd. merger, WOM issued, to Besicorp
Ltd. in addition to the 100 shares of WOM  Common  Stock held  by Besicorp Ltd.,
135,786  shares of WOM Common Stock, which Besicorp Ltd. distributed  on  a  one
share  for one  share  basis  to  the shareholders of Besicorp Ltd. based on the
135,886 shares of Besicorp Ltd. common stock  outstanding on April 25, 2000, the
date of the Merger.

NOTE 5 ESCROW FUND (UNAUDITED)

In connection  with the Prior Merger,  Old Besicorp  deposited $6.5 million into
the Escrow Fund  pursuant  to the Escrow  Agreement.  The Escrow Fund  initially
served to fund  claims  for BGI  Monitoring  Costs,  BGI  Indemnity  Claims  and
Litigation Costs, which included the Bansbach Litigation. Therefore, in order to
provide that the Bansbach  Litigation  is still covered by the Escrow Fund after
the Spin-Off, the Escrow Agreement was amended by the Escrow Agreement Amendment
(effective as of the Spin-Off): (i) to provide, by funding claims for WOM Costs,
that WOM shall be provided from the Escrow Fund with its reasonable expenses (up
to $35,000 per annum) in connection with maintaining WOM's existence,  complying
with the Exchange Act and the rules and regulations promulgated thereunder,  and
such  other  matters  as may be  reasonably  necessary  to permit  the  Bansbach
Litigation  to continue and (ii) to provide that the  Bansbach  Litigation  will
still be covered by the Escrow  Agreement  following the Spin-Off.  In addition,
BGI Parent remains entitled to  reimbursements  for BGI Monitoring Costs and BGI
Indemnity Claims and Besicorp  remains entitled to reimbursement  for Litigation
Costs.  As of June 27,  2000,  the  Escrow  Fund  contained  approximately  $5.5
million.

                                      F-10

<PAGE>


                                    GLOSSARY


Acquisition Corp. means  Besi Acquisition Corp., a New York  corporation  and  a
wholly owned subsidiary of Parent.

Avalon means Avalon Ventures,  LLC, a limited  liability company organized under
the laws of  Virginia.  The only  members of Avalon are  Michael F. Zinn and his
wife, Valerie Zinn, who owns a nominal interest in Avalon

Bansbach  Litigation  means  a shareholder derivative action commenced in August
1997 in the New York Supreme Court, Ulster County,  entitled  John  Bansbach  v.
Michael  F. Zinn, Michael  J. Daley, Gerald A. Habib, Harold Harris, Richard  E.
Rosen, and Besicorp Group Inc., Index No. 97-2573.

Besicorp means Besicorp Ltd.

Besicorp  Assumed Matters means the Existing  Litigation and other matters to be
prosecuted or defended by Besicorp pursuant to the Indemnification Agreement.

Besicorp Board means the Board of Directors of Besicorp.

Besicorp  Common  Stock  means the common  stock,  par value $.01 per share,  of
Besicorp.

Besicorp Deferred Payment Right means the right to Besicorp Deferred Payments.

Besicorp Deferred Payments  mean  the  Deferred  Payments  and the  Escrow  Fund
Payments.

Besicorp Holdings means Besicorp Holdings, Ltd., a New York corporation.

BGI Acquisition  means BGI Acquisition  Corp., a wholly owned  subsidiary of BGI
Parent, and a party to the Prior Plan of Merger.

BGI Indemnity  Claims means all claims for indemnity made by BGI Parent pursuant
to the  Indemnification  Agreement,  including  any  claims of BGI  Parent  with
respect to the Besicorp  Assumed Matters arising from the failure of Besicorp to
diligently  prosecute or defend such Besicorp  Assumed  Matters,  BGI Monitoring
Costs and any payment of fees and expenses of the payment agent  pursuant to the
Prior Plan of Merger.

BGI Monitoring  Costs means BGI Parent's  out-of-pocket  expenses (not to exceed
$40,000 per year)  incurred if it is  represented by counsel with respect to the
Besicorp Assumed Matters and the Bansbach Litigation.

BGI Parent means BGI Acquisition LLC, a party to the Prior Plan of Merger.

Buyer means Parent and Acquisition Corp.

CC&C means Citrin Cooperman & Company, LLP.

                                      G-1

<PAGE>

Contributed  Assets mean the interests in the Bansbach  Litigation that Besicorp
received pursuant to the Prior  Contribution  Agreement as a result of the Prior
Merger Order  (subject to WOM's  agreement  to return such  interests if a Prior
Merger Order Reversal occurs)

Contribution means the contribution of the Contributed Assets to WOM pursuant to
the Contribution Agreement.

Contribution  Agreement means the Contribution and Distribution Agreement by and
between Besicorp and WOM.

Deferred  Payments mean the additional cash payments,  if any, to be paid by the
Surviving Corporation equal to (i) the sum of all additional amounts received by
Besicorp  which are  required  to be paid  pursuant to the Plan of Merger to the
Outside  Participating  Shareholders  (net of corporate  taxes for such amounts)
divided by (ii) the number of Outside Participating Shareholders' Shares.

Derivative Litigation  means  the  Bansbach  Litigation  and  the  Lichtenberg
Litigation.

Distributed  Businesses means Old Besicorp's  photovoltaic and independent power
development businesses.

Distribution means a dividend of one share of WOM Common Stock immediately prior
to the Merger for each share of Besicorp Common Stock outstanding on such date.

Entitled  Holders  mean the holders of Besicorp  Common Stock as of the Spin-Off
Record Date.

Escrow  Agent means  Robinson  Brog as the escrow  agent  pursuant to the Escrow
Agreement.

Escrow  Agreement means the escrow  agreement  entered into on March 22, 1999 by
Besicorp  and  certain  other  parties as amended or to be amended by the Escrow
Agreement Amendment.

Escrow  Agreement Amendment means Amendment  No. 1  to  the Escrow  Agreement,
dated as of February 23, 2000, to  be  effective as of the date of the Spin-Off,
by and between Besicorp, WOM and certain other parties.

Escrow  Fund  means  monies  held by the  Escrow  Agent  pursuant  to the Escrow
Agreement.

Escrow Fund Determination  Procedure means the Escrow Agent's receipt of (i) the
joint  written  direction of BGI Parent,  WOM and Besicorp to release funds from
the  Escrow  Fund,   (ii)  a  written   instrument   representing  a  final  and
non-appealable  order with respect to the  disposition  of funds from the Escrow
Fund  issued  by an  arbitrator  or  (iii)  a  certified  copy  of a  final  and
non-appealable  judgment  of a court of  competent  jurisdiction  directing  the
disbursement of such funds.

Escrow Fund  Payments  means  additional  cash  payments  equal to the Remaining
Proceeds being distributed by the Escrow Agent divided by the Total Shares.

Exchanges means the New York Stock Exchange, the American Stock Exchange and the
Nasdaq Stock Market, Inc.

Existing  Litigation means certain litigation  specified in the  Indemnification
Agreement.

                                      G-2
<PAGE>


Indemnification  Agreement  means  the  indemnification  agreement  between  BGI
Parent, BGI Acquisition and Besicorp dated March 22, 1999.

Instructions  mean  Besicorp's  irrevocable  instructions to the Escrow Agent to
release  the  Escrow  Fund  Payment  Distributions  to  the  Payment  Agent  for
distribution to the Outside Participating Shareholders.

Lichtenberg  Litigation means a shareholder derivative action commenced on March
29, 1993  in New York  Supreme Court, Ulster  County, entitled  Lichtenberg  v.
Michael  F. Zinn, Steven  I. Eisenberg, and Martin E. Enowitz, et al., Index No.
93-1987.  This action has been dismissed.

Litigation  Costs means costs and  expenses  relating  to (i)  Besicorp  Assumed
Matters;  and (ii)  litigation  arising out of or relating to any such  Besicorp
Assumed  Matters;   (iii)  indemnification  of  claims  against  Old  Besicorp's
directors and officers (prior to the Prior Merger) for actions in their official
capacity  preceding  the date of the Prior Merger;  or (iv) in  connection  with
matters arising out of or relating to the Prior Merger.

March Complaint means the complaint in the March Litigation.

March Director Defendants mean the Old  Besicorp Board  consisting of Michael F.
Zinn, Michael Daley, Melanie Norden, Gerald Habib and Richard Rosen.

March  Litigation means a class action commenced on March 5, 1999, in the United
States District Court for the Southern District of  New  York, entitled  James
Lichtenberg and  John Bansbach v. Besicorp Group Inc., BGI Acquisition LLC,  BGI
Acquisition Corp. et al.

Merger means the merger of Acquisition Corp. with and into  Besicorp pursuant to
the Plan of Merger.

Old Besicorp means Besicorp Group Inc, which owned all of the shares of Besicorp
prior to the Prior Distribution.

Old Besicorp Board means Old Besicorp's board of directors.

Parent means Besicorp Holdings, Ltd., a New York corporation.

Payment Agent means  Continental or such other person  designated by the parties
prior to the Effective Date as the payment agent for the Plan of Merger.

Plan of Merger  means the Amended  and  Restated  Agreement  and Plan of Merger,
dated as of November  24,  1999 by and among  Besicorp,  Parent and  Acquisition
Corp.

Prior Assignment of the Derivative Litigation means Old Besicorp's assignment to
Besicorp of the contingent assets and/or  liabilities  comprising Old Besicorp's
interests in the Derivative Litigation.

Prior Contribution means Old Besicorp's distribution of the Distributed
Businesses to Besicorp.

Prior Contribution  Agreement means the Contribution and Distribution  Agreement
dated March 22, 1999 by and among Besicorp and Old Besicorp.

Prior  Distribution  means a dividend on March 22, 1999 of one share of Besicorp
Common Stock for each 25 shares of Old  Besicorp's  common stock  outstanding on
such date.

                                      G-3

<PAGE>

Prior  Merger  means the merger  effectuated  on March 22, 1999  pursuant to the
Prior  Plan of  Merger as a result of which Old  Besicorp  was  acquired  by BGI
Parent.

Prior  Merger  Consideration  means  the  aggregate  merger  consideration  paid
pursuant to the Prior Plan of Merger.

Prior Merger Order means the order of the Unites States  District  Court for the
Southern  District of New York in the March Litigation issued on March 18, 1999,
which order, among other things, required Old Besicorp to assign to Besicorp the
contingent  assets and  liabilities  comprising Old Besicorp's  interests in the
Bansbach Litigation and the Lichtenberg Litigation.

Prior  Merger  Order  Reversal  means a reversal,  revocation  or other  action,
however  designated,  which  nullifies  such part of the Prior Merger Order that
required  the Prior  Assignment  of the  Derivative  Litigation  so long as such
reversal, revocation or other action is subject to no further appeal.

Prior Merger Parties means BGI Acquisition, BGI Parent and Old Besicorp.

Prior  Plan of  Merger  means  the  agreement  and plan of  merger  between  Old
Besicorp,  BGI Acquisition and BGI Parent, as a result of which Old Besicorp was
acquired on March 22, 1999 by BGI Parent.

Prior Spin-Off means the Prior Contribution and the Prior Distribution.

Proceeding  means a  proceeding  in the  United  States  District  Court for the
Southern  District of New York, in  connection  with  contributions  to the 1992
election campaign of Congressman Maurice Hinchey.

Purchaser  Indemnitees  means BGI Parent,  Old Besicorp and its subsidiaries and
their respective affiliates and agents.

Rights means  restricted  stock,  options,  including  restricted  stock options
pursuant to which restricted stock may be acquired,  warrants,  and other rights
to acquire shares of WOM Common Stock.

Robinson Brog means Robinson Brog Leinwand Greene Genovese & Gluck P.C.

Spin-Off means the  Contribution and the  Distribution  effectuated  immediately
prior to the Merger.

Trust means The Zinn Family Charitable Trust.

WOM means WOM,  Inc., a New York  corporation  and  wholly-owned  subsidiary  of
Besicorp which was  distributed to the holders of Besicorp Common Stock pursuant
to the Spin-Off.

WOM Board means the Board of Directors of WOM.

WOM Common Stock means the common stock, par value $.01 per share, of WOM.

WOM  Costs  means  (i)  reasonable  expenses  incurred  by  Besicorp  or  WOM in
connection  with (a) the formation of WOM, (b) the Spin-Off  (including the cost
of  distributing  the  shares  of WOM's  Common  Stock  (including  the fees and
expenses of Continental)) and (c) the preparation and filing of the registration
statement on Form 10-SB  registering  the WOM Common Stock under the  Securities
Exchange Act of 1934, as amended,  (ii) WOM's reasonable expenses (up to $35,000
per annum) (a) to maintain  its  existence,  (b) to comply with the Exchange Act
and the rules and regulations promulgated

                                      G-4
<PAGE>


thereunder,  and (c) for such other  matters as may be  reasonably  necessary to
permit the Bansbach Litigation to continue and (iii) WOM Litigation Costs.

WOM Litigation Costs means WOM's costs and expenses relating to (a) the Bansbach
Litigation,  and (b)  litigation  arising  out of or  relating  to the  Bansbach
Litigation, the Spin-Off and WOM's existence.


                                      G-5

<PAGE>


                                                    SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                      WOM, Inc.

                                           By:    /s/ Michael F. Zinn
                                                      --------------------------
                                                      Michael F. Zinn, President
June 29, 2000

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

Signature                    Title                              Date


/s/Michael F. Zinn
   ---------------
   Michael F. Zinn           Chairman of the Board,          June 29, 2000
                             Chief Executive Officer
                             and President
                             (principal executive officer)


/s/Frederic M. Zinn
   ----------------
   Frederic M. Zinn           Executive Vice President      June 29, 2000
                              and Director

/s/James E. Curtin
   ---------------
   James E. Curtin            Vice President, Controller    June 29, 2000
                              (principal financial and
                               accounting officer)