Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy, Inc. - Exhibit 10.2





 First Amendment 

Dated as of January 14, 2005

 to the 

Limited Liability Company Agreement 

of 

World, Wind and Water Energy LLC 





 FIRST AMENDMENT 

  TO THE 

  LIMITED LIABILITY COMPANY AGREEMENT 

  OF 

  WORLD, WIND AND WATER ENERGY LLC 

                This
  First Amendment to the Limited Liability Company Agreement (this “Amendment”)
  of World, Wind and Water Energy LLC, a Delaware limited liability company (the
  “Company”), is entered into as of January 14, 2005, among
  the members of the Company listed on the signature page set forth below (the
  “Members”).

 WITNESSETH: 

                WHEREAS,
  the Members wish to amend the Limited Liability Company Agreement (the “Agreement”)
  with this Amendment; and 

                WHEREAS,
  capitalized terms not defined herein shall have the meaning ascribed to them
  in the Agreement. 

                NOW
  THEREFORE, in consideration of the foregoing, the Agreement is hereby amended
  as follows: 

                               1.
                 Upon
  the execution of this Amendment, Section 10.1 of the Agreement is hereby amended
  in its entirety as set forth below: 

                “10.1
  Events Causing Dissolution

                               Subject
  to the provisions of Section 10.2 below, the LLC shall be dissolved
  and its affairs wound up upon the occurrence of any of the following events
  (each a “Liquidation”): 

                              10.1.1.
                 the
  consent in writing to dissolve and wind up the affairs of the LLC by a majority
  of the Board of Managers (which majority shall include the Class B Member),
  subject to voting provisions set forth in Section 7.1.6, and
  the recommendation by the majority of the Board of Managers (which majority
  shall include the Class B Member) to the Members; 

                              10.1.2.
                 the
  sale or other disposition by the LLC of all or substantially all of the LLC
  Assets and the collection of all amounts derived from any such sale or other
  disposition, including all amounts payable to the LLC under any promissory notes
  or other evidences of indebtedness taken by the LLC (unless the Members shall
  elect to distribute such indebtedness to the Members in liquidation), and the
  satisfaction of contingent liabilities of the LLC in connection with such sale
  or other disposition; or 





                10.1.3.
                 the
  occurrence of any other event that, under the Delaware LLC Act, would cause
  the dissolution of the LLC or that would make it unlawful for the business of
  the LLC to be continued;

 provided, however, that in each instance, the consent of the Members representing
  two-thirds of the Percentage Interests outstanding at the time shall consent
  to the Liquidation.” 

                2.
                 This
  Amendment shall act as a counterpart signature to the Agreement.

                3.
                 This
  Amendment may be executed in multiple counterparts, each of which shall constitute
  an original but all of which shall constitute but one and the same instrument.


                4.
                 This
  Amendment shall be governed by and construed in accordance with the laws of
  the State of Delaware, without regard to principles of conflict of laws. 

 [SIGNATURE PAGE FOLLOWS]





                                              IN
  WITNESS WHEREOF, the undersigned have caused this First Amendment to the Limited
  Liability Company Agreement to be duly executed and delivered on their behalf,
  as of the day and year first above written.

	 	 ENCORE CLEAN ENERGY, INC.
	 	  	 
	 	 	 
	 	 	 
	 	 By:  	 /signed/ Dan
      Hunter  
	 	  	 Name: Dan Hunter  
	 	 	 Title: Chief Executive Officer  
	 	 
	 	 
	 	 ROBERT D. HUNT  
	 	 	 
	 	 /signed/
      Robert D. Hunt  
	 	 
	 	 
	 	 THE ABELL FOUNDATION, INC.  
	 	 	 
	 	 	 
	 	 By: :  	 /signed/ Robert
      C. Embry, Jr.  
	 	  	 Name: Robert C. Embry, Jr.  
	 	 	Title: President