**Exhibit10.5.2**

**ExecutionVersion**

**AMENDMENTTO ESCROW AGREEMENT**(this “Amendment”), dated as of the 8th day of June, 2006,by and among AFG Enterprises USA, Inc., a Nevada corporation (the “Company”); TheBank of New York, a New York banking corporation, as Escrow Agent (in suchcapacity, the “Escrow Agent”); The Bank of New York, a New York bankingcorporation, as Collateral Agent (in such capacity, the “Collateral Agent”)under that certain Security Agreement with the Company and The Bank of NewYork, a New York banking corporation, as Trustee for the holders of certainnotes of the Company (in such capacity, the “Trustee”) under that certain Indenturedated as of March 29, 2006 (the “Indenture”) with the Company.  Capitalized terms used but not defined hereinshall have the meanings ascribed to such terms in the Escrow Agreement (asdefined below).

**WITNESSETH:**

**WHEREAS,** in connection with theIndenture, the Company issued and sold the Notes to the Holders and enteredinto that certain Escrow Agreement dated as of March 29, 2006 (the “EscrowAgreement”) among the Company, the Escrow Agent, the Collateral Agent and theTrustee;

**WHEREAS,** theCompany, the Escrow Agent, the Collateral Agent and the Trustee wish to amendthe terms of the Escrow Agreement to permit investment of Escrow Property inU.S. Treasury Notes or Bills, in each case with maturity dates not later than90 days after the date of investment; and

**WHEREAS**,pursuant to the terms of the Escrow Agreement, the Company wishes to instructthe Escrow Agent to invest the Escrow Property in U.S. Treasury Bills withmaturity dates of 90 days after the date of investment.

**NOW, THEREFORE**,in consideration of the premises and mutual covenants contained herein, theparties hereto do hereby agree as follows:

1.               **Amendment to Escrow Agreement.   **Inaccordance with Section 13 of the Escrow Agreement, Section 3(b) of the EscrowAgreement is hereby amended by deleting it in its entirety and inserting thefollowing in lieu thereof:

## “x      (b)                                     TheEscrow Property shall be invested in U.S. Treasury Notes or Bills, in each casewith maturity dates not later than 90 days after the date of investment, and/or“money market” funds of banks or trust companies that are members of the UnitedStates Federal Reserve System having a minimum net worth of $1 billion.  The Escrow Agent shall invest the EscrowProperty in accordance with the written instructions of the Company; providedthat such instructions shall comply with the restrictions of the first sentenceof this Section 3(b).  In theabsence of written instructions from the Company, the Escrow Agent is herebyauthorized to invest the Escrow Property in U.S. Treasury Bills with maturitydates not later than 30 days after the date of investment.  The Escrow Agent shall pay to the party orparties entitled to delivery of the

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## EscrowProperty the amount of income actually received, if any, from the investment ofthe cash comprising the Escrow Property in accordance with the terms of thisAgreement.”

2.               **Instruction to Invest Escrow Property.****   **Provided that suchwritten instructions shall comply with the first sentence of Section 3(b) ofthe Escrow Agreement as amended hereby; the Escrow Agent shall invest theEscrow Property in accordance with the written instructions of the Company untilotherwise instructed by the Company (in compliance with Section 3(b) of theEscrow Agreement as amended hereby).

3.               **No Modifications.   **Exceptas amended hereby, the terms and conditions of the Escrow Agreement shallcontinue in full force and effect and is hereby in all respects ratified andconfirmed.

4.               **Binding Effect.   **ThisAmendment shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns.

## 5.               **GoverningLaw.   **ThisAmendment, and all matters arising out of or relating to the subject matterhereof, shall be governed by, and construed in accordance with, the laws of theState of New York.

## 6.               **Severability.   **If oneor more provisions of this Amendment are held to be unenforceable underapplicable law, such provisions shall be excluded from this Amendment and thebalance of this Amendment shall be interpreted as if such provision were soexcluded and shall be enforceable in accordance with its terms.

## 7.               **Counterparts.   **This Amendmentmay be executed in counterparts, each of which shall be deemed an original, andall of which together shall be deemed to constitute one and the sameinstrument.

## [Signaturepages follow]

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**IN WITNESS WHEREOF,** this Amendmenthas been executed as of the date and year first written above.
| ** ** | **AFG ENTERPRISES USA, INC.**   |
|------------|---------------------------------|
| ** ** | ** **                      |
| ** ** | ** **                      |
|       | By:                             | /s/ Stephen  Peary |   |
|       | Name: Stephen  Peary            |
|       | Title: Chief  Financial officer |
|       |                            |
|       |                            |
| ** ** | **THE  BANK OF NEW YORK,**      |
|       | as Escrow Agent                 |
|       |                            |
|       |                            |
|       | By:                             | /s/ Geovanni  Barris |   |
|       | Name: Geovanni Barris           |
|       | Title: Vice  President          |
|       |                            |
|       |                            |
| ** ** | **THE  BANK OF NEW YORK,**      |
|       | as Collateral  Agent            |
|       |                            |
|       |                            |
|       | By:                             | /s/ Geovanni  Barris |   |
|       | Name: Geovanni  Barris          |
|       | Title: Vice  President          |
|       |                            |
|       |                            |
| ** ** | **THE  BANK OF NEW YORK,**      |
|       | as Trustee                      |
|       |                            |
|       |                            |
|       | By:                             | /s/ Geovanni  Barris |   |
|       | Name: Geovanni  Barris          |
|       | Title: Vice  President          |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **AMATIS LIMITED,**                                | $13,500,000 principal amount |
|----------------------------------------------------|------------------------------|
| as  Nonconvertible Holder                          |                         |
|                                               |                         |
| By: Amaranth  Advisors L.L.C., its Trading Advisor |                         |
|                                               |                         |
| By:                                                | /s/ Karl Wachter             |   |   |
| Name: Karl J.  Wachter                             |                         |
| Title:  Authorized Signatory                       |                         |
|                                                    |                              |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **RADCLIFF SPC, LTD. for and on behalf of the Class A** |                        |
|---------------------------------------------------------|-----------------------------|
| **Convertible  Crossover Segregated Portfolio**,        | $8,750,000 principal amount |
| as  Nonconvertible Holder                               |                        |
|                                                    |                        |
|                                                    |                        |
| By:                                                     | /s/ Gerald F.  Stahlecker   |   |   |
| Name:  Gerald F. Stahlecker                        |                        |
| Title:  Managing Director                          |                        |
|                                                         |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **CONTEXT ADVANTAGE FUND, LTD formerly** | ** **                  |
|------------------------------------------|-----------------------------|
| **CONTEXT  CONVERTIBLE**                 | ** **                  |
| **ARBITRAGE  OFFSHORE, LTD,**            | $3,100,000 principal amount |
| as  Nonconvertible Holder                |                        |
|                                     |                        |
|                                     |                        |
| By:                                      | /s/ Michael S.  Rosen       |   |   |
| Name: Michael S.  Rosen                  |                        |
| Title: CEO &  Co-Chairman            |                        |
| Context Capital  Management LLC          |                        |
| Investment  Advisor                      |                        |
|                                          |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **CONTEXT ADVANTAGE FUND, LP formerly** | ** **                |
|-----------------------------------------|---------------------------|
| **CONTEXT  CONVERTIBLE**                | ** **                |
| **ARBITRAGE  FUND, LP**,                | $900,000 principal amount |
| as  Nonconvertible Holder               |                      |
|                                    |                      |
|                                    |                      |
| By:                                     | /s/ Michael S.  Rosen     |   |   |
| Name:  Michael S. Rosen            |                      |
| Title:  CEO & Co-Chairman      |                      |
| Context Capital  Management LLC         |                      |
| General Partner                         |                      |
|                                         |                           |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **WOLVERINE CONVERTIBLE**            | ** **                  |
|--------------------------------------|-----------------------------|
| **ARBITRAGE  FUND TRADING LIMITED,** | $1,000,000 principal amount |
| as  Nonconvertible Holder            |                        |
|                                 |                        |
|                                 |                        |
| By:                                  | /s/ James V.  Harkness      |   |   |
| Name: James V.  Harkness             |                        |
| Title: CEO                           |                        |
|                                      |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **PORTSIDE GROWTH AND**      | ** **                  |
|------------------------------|-----------------------------|
| **OPPORTUNITY  FUND,**       | $2,000,000 principal amount |
| as  Nonconvertible Holder    |                        |
|                         |                        |
|                         |                        |
| By:                          | /s/ Jeffrey  Smith          |   |   |
| Name: Jeffrey  Smith         |                        |
| Title:  Authorized Signatory |                        |
|                              |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **CHEYNE FUND LP,**       | $4,400,000 principal amount |
|---------------------------|-----------------------------|
| as  Nonconvertible Holder |                        |
|                      |                        |
|                      |                        |
| By:                       | /s/ P. Treadwell            |   |   |
| Name: P.  Treadwell       |                        |
| Title: Portfolio  Manager |                        |
|                           |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **CHEYNE LEVERAGE FUND,** | $3,600,000 principal amount |
|---------------------------|-----------------------------|
| as  Nonconvertible Holder |                        |
|                      |                        |
|                      |                        |
| By:                       | /s/ P. Treadwell            |   |   |
| Name: P.  Treadwell       |                        |
| Title: Portfolio  Manager |                        |
|                           |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York banking corporation,as Collateral Agent under that certain Security Agreement with the Company; andThe Bank of New York, a New York banking corporation, as Trustee for theholders of certain notes of the Company under that certain Indenture dated asof March 29, 2006.

 
| **CRANSHIRE CAPITAL, LP,**                 | $500,000 principal amount |
|--------------------------------------------|---------------------------|
| as  Nonconvertible Holder                  |                      |
|                                       |                      |
|                                       |                      |
| By:                                        | /s/ Lawrence A.  Prosser  |   |   |
| Name: Lawrence  A. Prosser                 |                      |
| Title: CFO –  Downsview Capital, Inc. |                      |
| The General  Partner                       |                      |
|                                            |                           |  |  |

 

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ACCEPTANCEAND AGREEMENT

 

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York banking corporation,as Escrow Agent; The Bank of New York, a New York banking corporation, asCollateral Agent under that certain Security Agreement with the Company; andThe Bank of New York, a New York banking corporation, as Trustee for theholders of certain notes of the Company under that certain Indenture dated asof March 29, 2006.

 
| **JMG CAPITAL PARTNERS, LP,**    | $3,375,000 principal amount |
|----------------------------------|-----------------------------|
| as  Nonconvertible Holder        |                        |
|                             |                        |
|                             |                        |
| By:                              | /s/ Jonathan  Glaser        |   |   |
| Name: Jonathan  Glaser           |                        |
| Title: Member Manager  of the GP |                        |
|                                  |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior Secured NonconvertibleNotes due 2011 of AFG Enterprises USA, Inc., a Nevada corporation (the “Company”)set forth next to its name, and as the Holder of such Notes accepts and agreesto the terms of that certain Amendment to Escrow Agreement by and among theCompany; The Bank of New York, a New York banking corporation, as Escrow Agent;The Bank of New York, a New York banking corporation, as Collateral Agent underthat certain Security Agreement with the Company; and The Bank of New York, aNew York banking corporation, as Trustee for the holders of certain notes ofthe Company under that certain Indenture dated as of March 29, 2006.

 
| **JMG  TRITON OFFSHORE FUND, LTD.,**             | $3,375,000 principal amount |
|--------------------------------------------------|-----------------------------|
| as  Nonconvertible Holder                        |                        |
|                                             |                        |
|                                             |                        |
| By:                                              | /s/ Jonathan  Glaser        |   |   |
| Name: Jonathan Glaser                            |                        |
| Title: Member  Manager of the Investment Manager |                        |
|                                                  |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **PLEXUS FUND LIMITED,**  | $2,500,000 principal amount |
|---------------------------|-----------------------------|
| as  Nonconvertible Holder |                        |
|                      |                        |
|                      |                        |
| By:                       | /s/ M. Whitehouse (Partner) |   |   |
| Name: Michael  Whitehouse |                        |
| Title: 6/16/06            |                        |
|                           |                             |  |  |

 

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ACCEPTANCE AND AGREEMENT

Each Holder, by executing this document, represents,as to itself only, that as of the date and year first written above, it is therecord and beneficial holder of that principal amount of Senior SecuredNonconvertible Notes due 2011 of AFG Enterprises USA, Inc., a Nevadacorporation (the “Company”) set forth next to its name, and as the Holder ofsuch Notes accepts and agrees to the terms of that certain Amendment to EscrowAgreement by and among the Company; The Bank of New York, a New York bankingcorporation, as Escrow Agent; The Bank of New York, a New York bankingcorporation, as Collateral Agent under that certain Security Agreement with theCompany; and The Bank of New York, a New York banking corporation, as Trusteefor the holders of certain notes of the Company under that certain Indenturedated as of March 29, 2006.

 
| **SMITHFIELD FIDUCIARY LLC,** | $1,000,000 principal amount |
|-------------------------------|-----------------------------|
| as  Nonconvertible Holder     |                        |
|                          |                        |
|                          |                        |
| By:                           | /s/ Scott M.  Wallace       |   |   |
| Name: Scott M.  Wallace       |                        |
| Title:  Authorized Signatory  |                        |
|                               |                             |  |  |

 

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