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                                                                 Exhibit 10.5(b)

                               SECOND AMENDMENT TO
                  THE BALANCED OIL RECOVERY SYSTEM LIFT LICENSE
                          AGREEMENT DATED JUNE 19, 1998

      THIS SECOND AMENDMENT to The Balanced Oil Recovery System Lift License
Agreement dared June 19, 1998 is made and entered into this 30th day of March,
2000, by and between Lift-Pump. L.L.C., an Oklahoma Limited Liability Company
located at 104 South Missouri, Suite 200, Claremore, Rogers County, Oklahoma
("LLC") by its Manager, Mack Greever;

                                       And

      Toups Technology Licensing, Incorporated, Suite 105, 7887 Bryan Dairy
Road, Largo, Florida 33777, ("TTL") by its President and Chief Executive
Officer, Leon H. Toups;

                                    RECITALS

      WHEREAS, LLC and TTL on the 19th day of June, 1998, entered into The
Balanced Oil Recovery System Lift License Agreement ("License Agreement") for
the purpose of undertaking a joint effort at designing, manufacturing, selling
or otherwise commercializing a pumping device for oil wells that is referred to
in the License Agreement as the Balanced Oil Recovery System Lift ("BORS Lift")
to complement the production process developed by the LLC; and

      WHEREAS, LLC and TTL on the 29th day of July, 1999, entered into a First
Amendment To the Balanced Oil Recovery System Lift License Agreement which
amended the License Agreement ("First Amendment") as more particularly set forth
therein; and

      WHEREAS, by this Second Amendment to The Balanced Oil Recovery System Lift
License Agreement dated March 30, 2000, ("Second Amendment"), LLC and TTL agree
and intend to further define and clarify the applicability of the License
Agreement and the First Amendment to any and all pumping units or devices
developed by the LLC and TTL pursuant to the License Agreement and First
Amendment and to further supplement the method of obtaining patents pursuant to
the License Agreement.

      NOW, THEREFORE, LLC and TTL, intending to be legally bound, agree that the
License Agreement is amended as follows:

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      1. The recitals set forth above are incorporated into and made a part of
this Second Amendment.

      2. LLC and TTL intend and agree that the BORS Lift as defined in the First
Amendment and any and all improvements thereto shall be included within the
terms "Licensed Know-how", "Licensed Patent", "Licensed Product", "Licensed
Service", "Licensed Specification, "Licensed System", "Licensed Trademark" and
"Improvement" is such terms are defined in paragraphs 1.a through 1.h, inclusive
of the License Agreement. The parties hereto further agree that any proprietary
knowledge or information that is obtained, created or developed by either the
LLC or TTL at any time during the License Term or any extension thereof and
used in a BORS Lift or any adaptation of or Improvement to the BORS Lift shall
be subject to the License Agreement, as amended.

      3. Paragraph 8.c. of the License Agreement is hereby amended as follows:

            c. In the Event TTL is the originating party of an improvement that
appears possibly patentable after a competent prior art search, TTL will
disclose such Improvement to the LLC and the LLC prosecute a patent application
thereon in the name of the LLC as the inventor and originating party, and may
discontinue prosecuting it or maintaining any resulting patent. If the LLC
elects to apply for a patent for The BORS Lift and/or the Licensed Know How
and/or the process of producing oil with minimal water production and/or a
process that utilizes both The BORS Lift and the process of producing oil with
minimal water production or any Improvement(s) thereto and included under this
Agreement, the LLC will file and prosecute a patent application thereon in the
name of the LLC as the inventor and originating party, and may discontinue
prosecuting it or maintaining any resulting patent. TTL shall advance such funds
to the LLC as the LLC may request from time to time, as are reasonably necessary
in the opinion of the LLC's Patent Counsel, to diligently prosecute patent
applications for The BORS Lift and the process of producing oil with minimal
water production and any Improvement thereto. TTL shall offset any funds
advanced to the LLC from Running Royalties as such Running Royalties (nor
including any Running Royalties advanced pursuant to paragraph 6.a. of the
License Agreement) may become due and payable. Any and all patents obtained
pursuant to this Agreement, including but not limited to any patents obtained as
a result of the LLC compliance with paragraph 8.d., as amended, shall become the
property of the LLC free and clear of any and all claim, of any kind or nature
of TTL other than as set forth in the License Agreement and any amendment
thereto.

      4. Paragraph 8.d. of the License Agreement is amended as follows:

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            d. If the LLC elects to have an Improvement included under this
Agreement, the LLC will pay the expense of undertaking to patent it within the
Licensed Territory subject, however, to the agreement of TTL to advance such
funds and the LLC to repay such advance as set forth in paragraph 8.c. above.
TTL and the LLC intend and agree that all patents obtained pursuant to this
Agreement shall become and remain the property of the LLC.

      5. Paragraph 13.g. is hereby amended as follows:

            g. All notices, requests and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered by courier or
other means of personal service, or if sent by telex or telecopy, or mailed
first class, postage prepaid, by certified mail, return receipt requested,
addressed to the parties at the addresses herein set forth above. All notices,
requests and other communications shall be deemed received on the date of actual
receipt. Any party may change its address for notices by notice to the other
party as provided in this paragraph 13.g.

      6. Paragraph 13 is hereby amended as follows:

            i. On or before January 31 of each calendar year during the License
Term, TTL shall deliver to the LLC the business plan adopted by TTL for the
ensuing calendar year setting forth at a minimum, (i) projected sales of
Licensed Product and Licensed Services, (ii) projected prices for sales of
Licensed Product and Licensed Services and the method of determining the pricing
structure for Licensed Product and Licensed Services; (iii) the method planned
to achieve the projected sales and the amount of the resources to be devoted to
and the amount and source of the cash to be expended in achieving the projected
sales and implementing the business plan; and (iv) such other information as is
normally included in a business plan by a prudent manufacturer.

      7. Other than as amended herein and in the First Amendment, all of the
remaining terms and conditions of the License Agreement shall remain in full
force and effect.

      8. This Second Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns subject to the
restrictions upon assignment set forth in the License Agreement.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed,
scaled, and attested by persons duly authorized so to do, as of the date firs
stated hereinabove.

LLC:                      TTL:

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Lift-Pump, L.L.C.,                        Toups Technology Licensing
                                          Incorporated


By: /s/ Mack Greever                      By: /s/ Leon H. Toupes, Pres.
   ----------------------------              -----------------------------------
   Mack Greever, Manager                     Leon H. Toupes, President

ATTEST:                                   ATTEST:


/s/ Gerold Allen                          /s/ Mark Clancy
-------------------------------           --------------------------------------
Gerold Allen, Member                      Mark Clancy, Vice President