This AMENDMENT  NO. 1 (THIS "AMENDMENT") TO THE ESCROW
AGREEMENT  is entered  into this 23rd day of  February,  2000,  by and among BGI
Acquisition LLC, a Wyoming limited liability company ("Parent"),  Besicorp Ltd.,
a New York  corporation  ("BL"),  Besicorp  Group Inc.,  a New York  corporation
("Besicorp"),  WOM,  Inc.("WOM"),  a New York  corporation,  and  Robinson  Brog
Leinwand Greene Genovese & Gluck P.C. (the "Escrow Agent").


                                    RECITALS:

         A. Parent, BL, Besicorp,  Escrow Agent and BGI Acquisition  Corporation
("Acquisition"),  a New York  corporation,  are  parties to an Escrow  Agreement
dated as of March 22, 1999 (the "Initial  Escrow  Agreement"  and, as amended by
this Amendment, the "Escrow Agreement").

         B. Parent,  Acquisition  and  Besicorp are parties to an Agreement  and
Plan of Merger (as amended,  the "Plan of Merger")  whereby  Acquisition  merged
into Besicorp.

         C. BL has entered  into an Amended and Restated  Agreement  and Plan of
Merger which  contemplates,  among other things,  that BL will contribute to WOM
the  interests in the Bansbach  Litigation  (as defined  below) that BL received
pursuant to the  Contribution  Agreement  by and between BL and  Besicorp  dated
March 22, 1999 and will  distribute  all of the shares of WOM's  common stock to
BL's shareholders (the "BL Spin-Off").

         D. It is a condition to the BL Spin-Off  that the parties  hereto amend
the Initial  Escrow  Agreement to permit the Escrow Agent to provide  money from
the Escrow Fund to WOM and BL in certain situations.

         E. Capitalized terms used in this Amendment  without  definition herein
have the meanings ascribed to them by the Initial Escrow Agreement.


                               A G R E E M E N T S

         Therefore,  for  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. The first sentence of Section 1(b) of the Initial  Escrow  Agreement
is hereby amended to read in its entirety as follows:

         "Buyer Monitoring Costs" shall mean the out-of-pocket expenses of Buyer
(including the fees and expenses of attorneys and other professionals)  incurred
by Buyer in connection  with its right to be represented by counsel with respect
to BL Assumed Matters and the Bansbach

<PAGE>


Litigation (where BL is contesting, defending, litigating, settling or otherwise
controlling such matter pursuant to Section 7 of the  Indemnification  Agreement
or WOM is contesting,  defending,  litigating, settling or otherwise controlling
such matter as a result of the BL Spin-Off).

         2. Section 1 of the Initial Escrow  Agreement Plan is hereby amended by
inserting Sections 1(f), 1(g), 1(h), 1(i) and 1(j) as follows:

                  (f)      "WOM Permitted Expenses" shall  mean  the  reasonable
 expenses

         (A) incurred by BL or WOM in connection  with (i) the formation of WOM,
         (ii) the BL Spin-Off  (including the cost of distributing the shares of
         WOM's Common  Stock  (including  the fees and  expenses of  Continental
         Stock Transfer & Trust Co. ("Continental")),  and (iii) the preparation
         and  filing  of  a  registration  statement  on  Form  10-SB,  and  all
         amendments thereto, with respect to WOM's Common Stock, and

         (B) incurred by WOM in connection with (i) maintaining  WOM's existence
         (including the fees and expenses of Continental or any other  registrar
         and transfer agent for WOM's common stock), (ii) compliance by WOM with
         the  Securities  Exchange  Act of 1934 and the  rules  and  regulations
         promulgated  thereunder,  and  (iii)  such  other  matters  as  may  be
         reasonably  necessary  to permit the Bansbach  Litigation  to continue;
         provided,  however that WOM shall not be permitted to receive  payments
         in excess of $35,000 per annum with respect to WOM  Permitted  Expenses
         described  in this clause (B) which are incurred in any 12 month period
         commencing after the consummation of the BL Spin-Off;

provided that neither BL nor WOM shall be entitled to reimbursement for the cost
or value of the  services and  facilities  provided by BL to WOM pursuant to the
WOM Contribution  Agreement.  BL or WOM, as applicable,  shall provide Buyer and
the Escrow Agent documentation reasonably acceptable to Buyer (including billing
rate  information and amounts of hours) in connection with requests by BL or WOM
as applicable, for reimbursement of such WOM Permitted Expenses.

                  (g) "WOM Litigation  Costs" shall mean all costs and expenses,
except  for costs and  expenses  which  would not be  permitted  to be paid by a
corporation  to its  directors or officers  under BCL  Sections  relating to the
defense, prosecution, participation in administrative proceedings, responding to
civil  investigative  demands or  inquiries,  settlement,  or payment of (i) the
Bansbach  Litigation;  and (ii)  litigation  arising  out of or  relating to the
Bansbach Litigation,  the Spin-Off and WOM's existence  (including,  for each of
items  (i)  through  (iv)  above,   counsel  and  witness  fees  and  expenses).
Notwithstanding the foregoing sentence,  to the extent a set of facts could give
rise to WOM Litigation  Costs and Buyer Indemnity Claims (as defined herein) the
provisions of the Indemnification  Agreement (including Section 7 thereof) shall
apply (with the substitution of WOM for BL, as appropriate).

                                       2
<PAGE>

                  (h)   "Bansbach   Litigation"   shall  mean  the   shareholder
derivative  action 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.

                  (i) "BL Spin-Off"  shall mean BL's  contribution to WOM of the
interests  in  the  Bansbach   Litigation  that  BL  received  pursuant  to  the
Contribution  Agreement by and between BL and Besicorp  dated March 22, 1999 and
BL's distributing all of the shares of WOM's common stock to BL's shareholders.

                  (j) "WOM  Contribution  Agreement" shall mean the Contribution
Agreement by and between WOM and BL to effectuate the BL Spin-Off.

         3. The fourth sentence of Section 2 (b) of the Initial Escrow Agreement
is hereby amended to read in its entirety as follows:

         The Escrow  Funds shall be  deposited by the Escrow Agent in a separate
interest  bearing  money  market bank  account at HSBC Bank USA or in such other
accounts or investments as Buyer, BL and WOM jointly agree in writing.

         4.       Section 3 of the Initial Escrow Agreement is hereby amended to
read in its entirety as follows:

                  3.       Disposition of the Escrow Fund

                  (a)      Use of Escrow Fund.  The Escrow Fund shall serve as a
source of funding claims for:

                  (i)  (A)  indemnity   made  by  the  Buyer   pursuant  to  the
Indemnification  Agreement,  including any claims for Buyer  Monitoring Costs to
the extent permitted under Section 1(b) hereof, any claims of Buyer with respect
to BL Assumed Matters arising from the failure of BL to diligently  prosecute or
defend such BL Assumed Matters, any claims of Buyer with respect to the Bansbach
Litigation arising from the failure of WOM to diligently prosecute or defend the
Bansbach  Litigation  and any payment of fees and  expenses of the Paying  Agent
pursuant to Section 2.3.8 of the Merger  Agreement (all such claims described in
this Section 3(a)(i),  "Buyer  Indemnity  Claims") and (B) amounts in connection
with any Tax refund set forth on a Return filed by Besicorp  prior to the Merger
to the extent such amounts have not been  received by Besicorp or the  Surviving
Corporation prior to March 31, 1999 (a "Tax Refund Claim"),  it being understood
however,  that Buyer  shall repay to the Escrow Fund  amounts  received  from an
applicable  taxing  authority  with  respect  to any Tax Refund  Claim  promptly
following its receipt by the Surviving Corporation; and

                                       3
<PAGE>

                  (ii) payment of Litigation  Costs, WOM Permitted  Expenses and
WOM Litigation Costs.

                  (b)  Disbursements  with respect to Buyer Indemnity Claims. If
Buyer shall  request a  disbursement  from the Escrow Fund  associated  with any
Buyer  Indemnity Claim or Tax Refund Claim, it shall give notice of such request
(which may include Buyer  Monitoring Costs to the extent permitted under Section
1 above)  executed by Buyer, to the Escrow Agent, BL and WOM, which notice shall
set forth the  amount  requested,  the basis for such  request,  and  reasonable
documentation  to support such request (such notice being  substantially  in the
form of  Exhibit  A  hereto),  and  shall  include  the  Notice  of Claim if the
provision  of a  Notice  of  Claim  is so  required  under  the  Indemnification
Agreement. With respect to any Tax Refund Claim, the Escrow Agent shall disburse
the amount requested within 5 days of its receipt of the notice. With respect to
Buyer Indemnity  Claims, in the event the Escrow Agent shall not have received a
notice of objection from BL or WOM within 30 days after delivery of such notice,
the Escrow Agent shall  disburse the amount  requested.  In the event the Escrow
Agent shall  receive a timely  notice of objection  from BL or WOM, it shall not
disburse the amount requested until it shall have received (i) the joint written
notice of BL,  WOM and the Buyer  setting  forth  the  joint  direction  of such
parties (such notice being substantially in the form of Exhibit B hereto),  (ii)
a written instrument  representing a final and  non-appealable  order or similar
direction  with  respect  to  the  disposition  of  such  amount  issued  by the
arbitrator or arbitration forum and using the procedures  referred to in Section
6(b) of the Indemnification  Agreement, or (iii) a certified copy of a final and
non-appealable  judgment  of a court of  competent  jurisdiction  directing  the
disbursement of such funds.  Notwithstanding the foregoing, BL and WOM shall not
unreasonably  withhold  its  consent to a request by Buyer for  payment of Buyer
Indemnity Claims.

                  (c)  Disbursements  with respect to BL. If BL shall  request a
disbursement  from the Escrow Fund with respect to  Litigation  Costs,  it shall
give notice of such request,  executed by BL, to the Escrow Agent, WOM and Buyer
through a notice in  substantially  the form of Exhibit C hereto)  which  notice
shall set forth the amount requested,  the basis for such request and reasonable
documentation  to support  such  request.  BL shall give a separate  notice with
respect to each item of  Litigation  Costs,  and shall  provide a notice no less
frequently  than  monthly  with  respect  to each  matter  for  which BL is then
incurring  Litigation  Costs.  In the  event  the  Escrow  Agent  shall not have
received a notice of objection  from Buyer or WOM within 30 days after  delivery
of such notice,  the Escrow Agent shall  disburse the amount  requested.  In the
event the Escrow Agent shall receive a timely notice of objection  from Buyer or
WOM, it shall not disburse the amount requested until it shall have received (i)
the joint written  instructions of BL, WOM and the Buyer setting forth the joint
direction  of such  parties  (such  notice  being  substantially  in the form of
Exhibit  B  hereto),  (ii)  a  written  instrument   representing  a  final  and
non-appealable  order or similar  direction  with respect to the  disposition of
such  amount  issued  by the  arbitrator  or  arbitration  forum  and  using the
procedures  referred to in Section  6(b) of the  Indemnification  Agreement,  or
(iii) a  certified  copy of a final and  non-appealable  judgment  of a court of
competent jurisdiction directing the disbursement of such funds. Notwithstanding
the foregoing,  but subject to the following  sentence,  Buyer and WOM shall not
unreasonably  withhold its consent to a request by BL for payment of  Litigation
Costs,  it being  understood  that the term "not  unreasonably"  as used in this
sentence shall be determined in light of all relevant factors, including (x) the
estimates  of the amounts  needed to complete  each of the  Existing  Litigation
Matters

                                       4
<PAGE>

previously  provided  to Buyer and  WOM  and (y) amounts then  remaining in  the
Escrow Fund.

                  (d) Disbursements  with respect to WOM Permitted  Expenses and
WOM Litigation  Costs. If BL or WOM shall request a disbursement from the Escrow
Fund with respect to WOM  Permitted  Expenses or WOM  Litigation  Costs it shall
give  notice  of such  request  executed  by BL or WOM,  as the case may be (the
"Requesting  Party"), to WOM (if BL is the Requesting Party or BL (if WOM is the
Requesting  Party) (such receipient,  the  "Non-Requesting  Party"),  the Escrow
Agent and Buyer, through a notice substantially in the form of Exhibit D hereto,
which  shall set forth the amount  requested,  the basis for such  request,  and
reasonable  documentation  to support such request.  The Requesting  Party shall
give a separate  notice with respect to each item of WOM Permitted  Expenses and
WOM  Litigation  Costs,  and  shall  provide a notice  no less  frequently  than
quarterly.  In the event the Escrow  Agent  shall not have  received a notice of
objection from Buyer or the  Non-Requesting  Party within 30 days after delivery
of such notice,  the Escrow Agent shall  disburse the amount  requested.  In the
event the Escrow Agent shall receive a timely notice of objection  from Buyer or
the  Non-Requesting  Party, it shall not disburse the amount  requested until it
shall have received (i) the joint written instructions of BL, WOM, and the Buyer
setting   forth  the  joint   direction  of  such  parties  (such  notice  being
substantially  in the form of  Exhibit  E  hereto),  (ii) a  written  instrument
representing a final and non-appealable  order or similar direction with respect
to the disposition of such amount issued by the arbitrator or arbitration  forum
and using the  procedures  referred  to in Section  6(b) of the  Indemnification
Agreement, or (iii) a certified copy of a final and non-appealable judgment of a
court of  competent  jurisdiction  directing  the  disbursement  of such  funds.
Notwithstanding  the foregoing,  Buyer and the  Non-Requesting  Party, shall not
unreasonably  withhold  their  consent  to a request by a  Requesting  Party for
payment of WOM Permitted  Expenses and WOM Litigation Costs, it being understood
that the term "not unreasonably" as used in this sentence shall be determined in
light of all relevant  factors,  including (x) a current estimate of the amounts
needed to complete the Bansbach Litigation and (y) amounts then remaining in the
Escrow Fund.

         5. Section 4 of the Initial Escrow  Agreement is hereby amended to read
in its entirety as follows:

                  4.       Release of the Escrow Fund

         (a) Release of Escrow Fund  Proceeds.  At any time  following the fifth
anniversary  of the  date  hereof  that  each of the  following  conditions  are
fulfilled (collectively, the "Release Conditions"):

                                       5

<PAGE>

                           (i) all  Buyer  Indemnity  Claims  that have been set
         forth in notices  provided  under Section 3(b) of this  Agreement  have
         been  settled and paid in  accordance  with the  provisions  of Section
         3(b), no such claims remain  outstanding,  and that, in the  reasonable
         judgement of Buyer, no future Buyer Indemnity Claims are foreseeable;

                           (ii) all  claims  of BL that  have  been set forth in
         notices provided under Section 3(c) of this Agreement have been settled
         and paid in accordance with  the  provisions  of Section  3(c),  and no
         such claims remain outstanding and all  claims  of BL and WOM that have
         been set forth in notices provided under Section 3(d) of this Agreement
         have been settled and paid in accordance with the provisions of Section
         3(d) and no such claims remain outstanding; and

                           (iii)  each  BL  Assumed   Matter  and  the  Bansbach
         Litigation have been settled through either (A) a final, non-appealable
         judgement   against  the  Surviving   Corporation   and  all  Purchaser
         Indemnitees  or, in the case of the  Bansbach  Litigation,  WOM;  (B) a
         settlement  or  other  conclusion  to the BL  Assumed  Matter  that (x)
         contains  a  release  from all  liability  in  favor  of the  Surviving
         Corporation and Purchaser Indemnitees without any further obligation by
         the Surviving  Corporation or Purchaser Indemnitees to make any payment
         or incur any other Liability or Obligation with respect to such matter,
         (y)  does  not  attribute  by its  terms  liability  to  the  Surviving
         Corporation or any Purchaser Indemnitee and (z) if the Scheduled Matter
         is  litigation  or a  proceeding,  includes  as a term  thereof  a full
         dismissal  of the  litigation  or  proceeding  with  prejudice or (C) a
         settlement  or other  conclusion  to the Bansbach  Litigation  that (x)
         contains  a release  from all  liability  in favor of WOM  without  any
         further  obligation  by WOM to make  any  payment  or incur  any  other
         Liability  or  Obligation  with  respect to such  matter,  (y) does not
         attribute  by its terms  liability  to WOM and (z)  includes  as a term
         thereof  a  full  dismissal  of  the  litigation  or  proceeding   with
         prejudice.

BL may, at its option,  notify the Escrow  Agent,  WOM and the Buyer that all of
the Release Conditions have been fulfilled.  In the event the Escrow Agent shall
not have  received a notice of  objection  from the Buyer or WOM at least ninety
(90) days after  delivery of such  notice,  it shall be entitled to disburse all
amounts then remaining in the Escrow Fund and this Agreement shall terminate. In
the event that the Escrow Agent shall receive a timely notice of objection  from
the Buyer or WOM, it shall not disburse any portion of the Escrow Fund and shall
disburse the Escrow Fund only in  accordance  with the  provisions of the fourth
sentence of Section 3(c) or 3(d) hereof, as applicable.

                  (b) Consultations.  BL , WOM and Buyer agree they will meet no
less than  annually  for the purpose of  examining  the amounts set forth in the
Escrow Fund and the amounts of Buyer Indemnity  Claims,  WOM Permitted  Expense,
WOM Litigation Costs and Litigation Costs expended from the Escrow Fund, for the
purpose  of  determining  whether  the  amount of the  Escrow  Fund is more than
sufficient to secure Buyer pursuant to the Indemnification  Agreement and WOM in
connection with the Bansbach Litigation and hereunder.

                                       6

<PAGE>

         6.       Section 5 of the Initial Escrow Agreement is hereby amended to
read in its entirety as follows:

                  5.       Escrow Agent

                  (a) The  Escrow  Agent  shall  not be liable in any way to any
party hereto for its refusal to comply with adverse claims or demands being made
upon it and shall not be responsible  for any act or failure to act on its part,
nor shall it have any liability under this Escrow Agreement,  except in the case
of bad faith, willful default or gross negligence. The Escrow Agent's duties and
responsibilities,  in its capacity as such,  shall be limited to those expressly
set forth in this Escrow  Agreement,  and the Escrow  Agent shall not be subject
to, or recognize,  any other agreement  between any or all of the parties hereto
even  though  reference  thereto may be made  herein,  except to the extent that
definitions  contained in the Merger Agreement or the Indemnification  Agreement
and  the  alternative  dispute  resolution  procedures  of  the  Indemnification
Agreement are incorporated into this Escrow Agreement. This Escrow Agreement may
not  be  amended  at  any  time  in  such  a  way  as  to  affect  the   rights,
responsibilities,  obligations,  liabilities  or fees of the Escrow Agent except
with the Escrow Agent's prior written consent,  as evidenced by an instrument in
writing signed by all the parties hereto.

                  (b) The Escrow Agent (so long as it is Robinson  Brog Leinwand
Greene  Genovese & Gluck P.C.) or any member of its firm,  shall be permitted to
act as  counsel  for BL and WOM in any  dispute  or  question  as to any  matter
arising out of the Merger Agreement, the Distribution,  the Transactions, the BL
Spin-Off or the merger  pursuant to the Amended and Restated  Agreement and Plan
of  Merger  dated as of  November  24,  1999 by and among BL and  certain  other
parties.

                  (c) The Escrow  Agent may resign at any time upon  ninety (90)
days written  notice to Buyer,  WOM and BL and in such event,  shall deliver the
Escrow Funds and any interest thereon pursuant to the joint written instructions
of BL, WOM and Buyer. The parties agree to make any necessary amendments to this
Agreement  to permit the  successor  escrow agent to assume the  obligations  of
Escrow Agent under this Agreement.  Should the successor escrow agent not assume
this  Agreement,  the Escrow  Agent may  deposit  the  Escrow  Fund and any such
interest with the clerk of an appropriate court in New York, New York.

                  (d) Each of BL, WOM and Buyer agree,  jointly and  separately,
to  indemnify  and hold  harmless the Escrow Agent from and against any demands,
claims,  causes of action,  liabilities,  costs and expenses  (including outside
counsel fees and disbursements), arising out of this Escrow Agreement except for
claims which are asserted against the Escrow Agent based upon the Escrow Agent's
failure to comply with the terms and conditions of this Escrow  Agreement or the
bad faith, gross negligence or willful misconduct of the Escrow Agent;  provided
however,  that (A)  promptly  after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any such action,  suit or proceeding,
the Escrow Agent shall notify all parties  hereto in writing of the existence of
such demand, claim, action, suit or proceeding;  and (B) the indemnitor(s) shall
be entitled, at its own expense, to participate in and assume the defense of any
such action, suit or proceeding.

                  (e) The Escrow Agent shall be entitled to be compensated by BL
for its reasonable time expended and  disbursements  incurred in connection with
carrying out its duties hereunder.

                                       7

<PAGE>


                  (f) The Escrow Agent shall be entitled to rely or act upon any
notice,  instrument or document believed by it to genuine and to be executed and
delivered  by the  proper  person  and shall  have no  obligation  to verify any
statements  contained in any notice,  instrument  or document or the accuracy or
due  authorization of the execution of any notice,  instrument or document.  The
Escrow  Agent shall be entitled to refrain  from taking any action other than to
keep all cash and other payments and all other property held by it in Escrow and
to make the investments as herein provided until it shall be directed  otherwise
in writing by the Buyer,  BL and WOM, or as  otherwise  provided  herein or by a
final  order.  The Escrow  Agent shall not have any interest in the Escrow Fund,
other than possession thereof in its capacity as escrow agent hereunder.

         7. Section 6 (a) of the Initial  Escrow  Agreement is hereby amended to
read in its entirety as follows:

         (a) Any notice to be delivered hereunder shall be delivered as provided
and to the  addresses as specified in Section 8.4 of the Merger  Agreement.  Any
notice to the Escrow Agent shall be addressed as follows: Robinson Brog Leinwand
Greene Genovese & Gluck P.C.,  1345 Avenue of the Americas,  New York, NY 10105,
Attention: A. Mitchell Greene,  telecopier No. (212) 956-2164. Any notice to WOM
shall be addressed as follows: WOM, Inc, 1151 Flatbush Road, Kingston,  New York
12401, Attention: Frederic Zinn, telecopier No. (914) 336-7172. Notices shall be
deemed  conclusively  to have  given or  delivered  hereunder  if the same is in
writing, signed by any authorized officer,  partner or member and (a) mailed, by
registered or certified mail, return receipt requested,  postage prepaid; or (b)
sent via expedited  courier  service that  regularly  requires  signed  receipts
evidencing  delivery  at the  addresses  set forth in Section  8.4 of the Merger
Agreement;

         8. Exhibit B to the Initial Escrow  Agreement is hereby amended to read
in its entirety as set forth in Exhibit 1 hereto.

         9.  Exhibits  D and E (as set forth in  Exhibit 2  hereto)  are  hereby
inserted following Exhibit C to the Initial Escrow Agreement.

         10. Addition of WOM as a Party. The parties hereto agree that WOM shall
henceforth be deemed to be a party to the Escrow Agreement and shall be entitled
to the rights and privileges and subject to the duties and obligations set forth
in the Escrow Agreement which are applicable to WOM.

         11.  Effective  Date. This Amendment shall be effective at such time as
the  distribution of all of the shares of WOM to BL's  shareholders  pursuant to
the BL Spin-Off is  effectuated.  Until such time the Initial  Escrow  Agreement
shall  remain in full force and effect as if the parties  hereto had not entered
into this Amendment.

                                       8

<PAGE>

         12.  Effect of  Amendment.  Except as  amended by this  Amendment,  the
Initial Escrow  Agreement shall remain in full force and effect.  This Amendment
shall not  constitute  a waiver or  amendment  of any  provision  of the Initial
Escrow Agreement not referred to herein.

         13. Entire Agreement. This Amendment, the Initial Escrow Agreement, and
the  instruments  to be delivered by the parties  pursuant to the  provisions of
this  Amendment and the Initial  Escrow  Agreement  constitute the entire Escrow
Agreement between the parties and shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successors and
permitted assigns.

         14.  Applicable Law. This Amendment shall be governed and controlled as
to validity, enforcement, interpretation,  construction, effect and in all other
respects by the internal  laws of the State of New York  applicable to contracts
made in that State.

         15.  Assignability.  This  Amendment  shall not be assignable by either
party without the prior written consent of the other party.

         16.      Counterparts.  This Amendment may be executed in multiple
counterparts, each of which shall be  deemed  to  be an  original, and  all such
counterparts shall constitute but one instrument.

                                        9

<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed  this  Amendment on the
date first above written.

                                     BESICORP LTD.


                                     By:      /s/Frederic M. Zinn
                                                 ----------------
                                          Name:  Frederic M. Zinn
                                                 Office: Senior Vice President


                                       BESICORP GROUP INC.


                                       By:      /s/James Haber
                                                   -----------
                                            Name:  James Haber
                                                   Office: President


                                        BGI ACQUISITION LLC


                                        By:      /s/James Haber
                                                    -----------
                                             Name:  James Haber
                                              Office: President



                                         WOM, INC.


                                          By:      /s/Frederic M. Zin
                                               Name:  Frederic M. Zinn
                                                      Office:
                                                           Senior Vice President


                                           ROBINSON BROG LEINWAND GREENE
                                           GENOVESE & GLUCK P.C.


                                           By:      /s/A. Mitchell Greene
                                                       ------------------
                                               Name:   A. Mitchell Greene
                                                          Office:  Partner


                                       10

<PAGE>


                                                                      Exhibit 1
                                    Exhibit B
                        FORM OF JOINT DISBURSEMENT NOTICE
                                   CERTIFICATE

                   This certificate is being issued pursuant to Section 3[(b/c)]
of that  certain  Escrow  Agreement  dated as of  March  22,  1999 by and  among
Besicorp  Group  Inc.,  a New  York  corporation;  Besicorp  Ltd.,  a  New  York
corporation;   BGI  Acquisition  Corporation,   a  New  York  corporation;   BGI
Acquisition LLC, a Wyoming limited liability company; and Robinson Brog Leinwand
Greene Genovese & Gluck P.C. (as amended by Amendment No. 1 dated as of February
23, 2000, the "Escrow  Agreement").  Terms not defined in this certificate shall
have the meanings set forth in the Escrow  Agreement.  The  undersigned,  a duly
authorized  officer  of  [Besicorp  Group  Inc./ BGI  Acquisition  LLC],  a duly
certified  officer of WOM and a duly certified officer of BL each hereby certify
that:

         1. On __________,  ___ _______  ___________________ filed a certificate
(a copy of which was attached to this  certificate  with the Escrow  Agent) (the
"Disputed  Certificate")  with the Escrow Agent and the other  parties  required
under Section 3[(b/c)] of the Escrow Agreement.

         2. The other  party  receiving  the  Disputed  Certificate  disputed an
element of the Disputed  Certificate in accordance  with the above  provision of
the Escrow Agreement.

         3. The  parties  hereto are now  jointly  requesting  the Escrow  Agent
release  the amount of  $_______  of the  Escrow  Fund to  _____________  as the
agreed-to payment with respect to the Disputed Certificate.

                                       11

<PAGE>

         IN WITNESS WHEREOF,  Buyer, WOM and BL have executed and delivered this
Certificate as of the ________day of ___________ ________.


                                      [BESICORP GROUP INC./ BGI ACQUISITION LLC]


                                       By:
                                              _________________________________
                                              By:
                                              Its:

                                       WOM, INC.

                                          ________________________________
                                          By:

                                             By:
                                             Its:

                                      BESICORP LTD.


                                      By:_________________________________
                                              By:
                                              Its:


<PAGE>


                                    Exhibit D                        Exhibit 2
                      FORM OF BL'S/WOM DISBURSEMENT NOTICE
                                   CERTIFICATE

          This  certificate  is being  issued  pursuant to Section  3(d) of that
certain Escrow  Agreement dated as of March 22, 1999 by and among Besicorp Group
Inc.,  a New  York  corporation;  Besicorp  Ltd.,  a New York  corporation;  BGI
Acquisition Corporation, a New York corporation;  BGI Acquisition LLC, a Wyoming
limited  liability  company;  and Robinson Brog Leinwand Greene Genovese & Gluck
P.C. (as amended by Amendment  No. 1 dated as of February 23, 2000,  the "Escrow
Agreement").  Terms not defined in this certificate  shall have the meanings set
forth in the Escrow  Agreement.  The undersigned,  a duly authorized  officer of
[BESICORP LTD./WOM, Inc.] (the "Requesting Party"), hereby certifies that:

         1. The  Requesting  Party is  requesting  the Escrow Agent  release the
amount of $_______ of the Escrow Fund on account of WOM Litigation Costs and WOM
Permitted Expenses paid by the Requesting Party.

         2. The  Requesting  Party is requesting the amount in Paragraph 1 above
on account of [brief description of the claim] (the "Claim").

         3. Attached  hereto is  documentation  which supports the amount of the
Claim.

         4. The Requesting  Party has previously  claimed the amount of $_______
with respect to the matter for which the WOM  Litigation  Costs or WOM Permitted
Expenses the subject of this Certificate are being paid.

         5. The amounts being requested  pursuant to this  Certificate have been
used in a manner reasonably believed by the Requesting Party to bring the matter
for which the WOM Litigation Costs or WOM Permitted  Expenses are being spent on
to conclusion in an economically  efficient  manner and as quickly as reasonably
possible.

         6. A copy of this Certificate, including all attachments, has been sent
to Buyer in the manner set forth in the Indemnification Agreement.

         IN WITNESS  WHEREOF,  the  Requesting  Party has executed and delivered
this Certificate as of the ________day of ___________ ________.

                            [BESICORP LTD./WOM, Inc.]


                              By:_________________________
                                   By:
                                   Its:


<PAGE>


                                    Exhibit E
                        FORM OF JOINT DISBURSEMENT NOTICE
                                   CERTIFICATE


          This  certificate  is being  issued  pursuant to Section  3(d) of that
certain Escrow  Agreement dated as of March 22, 1999 by and among Besicorp Group
Inc.,  a New  York  corporation;  Besicorp  Ltd.,  a New York  corporation;  BGI
Acquisition Corporation, a New York corporation;  BGI Acquisition LLC, a Wyoming
limited  liability  company;  and Robinson Brog Leinwand Greene Genovese & Gluck
P.C. (as amended by Amendment  No. 1 dated as of February 23, 2000,  the "Escrow
Agreement").  Terms not defined in this certificate  shall have the meanings set
forth in the Escrow  Agreement.  The undersigned,  a duly authorized  officer of
[Besicorp Group Inc./ BGI Acquisition LLC], a duly certified officer of Besicorp
Ltd. and a duly certified officer of WOM, Inc. each hereby certify that:

         1. On __________,  ___ _______  ___________________ filed a certificate
(a copy of which was attached to this  certificate  with the Escrow  Agent) (the
"Disputed  Certificate")  with the Escrow Agent and the other  parties  required
under Section 3(d) of the Escrow Agreement.

         2. The other  party  receiving  the  Disputed  Certificate  disputed an
element of the Disputed  Certificate in accordance  with the above  provision of
the Escrow Agreement.

         3. The  parties  hereto are now  jointly  requesting  the Escrow  Agent
release  the amount of  $_______  of the  Escrow  Fund to  _____________  as the
agreed-to payment with respect to the Disputed Certificate.

         IN WITNESS WHEREOF,  Buyer, BL and WOM have executed and delivered this
Certificate as of the ________day of ___________ ________.


                                      [BESICORP GROUP INC./ BGI ACQUISITION LLC]



                                       By:__________________________

                                             By:
                                             Its:



                                      BESICORP LTD.


                                       By:_________________________
                                             By:
                                             Its:


<PAGE>





                                             WOM, Inc.


                                            By:________________________
                                                  By:
                                                  Its: