This  AMENDMENT  NO.  2 TO THE  AGREEMENT  AND  PLAN  OF  MERGER  (this
"Amendment")  is entered into this 16th day of February,  1999, by and among BGI
Acquisition LLC, a Wyoming limited liability company ("Parent"), BGI Acquisition
Corp., a New York corporation ("Purchaser"), and Besicorp Group Inc., a New York
corporation formed under the name Bio-Energy Systems Inc. (the "Company").


                                    RECITALS:

         A. Parent,  Purchaser  and the Company are parties to an Agreement  and
Plan of Merger (the "Initial  Plan") dated November 23, 1998, as amended by that
certain  Amendment No. 1 to the Initial Plan dated January 28, 1999 (the Initial
Plan, as amended, is the "Amended Plan").

         B. Capitalized  terms used in this Amendment have the meanings ascribed
to them by the Amended Plan.

                               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.       Base Amount.  Clause (v) of Section 2.2.1(b)(A) of the Amended
 Plan is hereby amended to read in its entirety as follows:

         "to the extent not already contributed pursuant to the Escrow Agreement
, $6,500,000."

         2. Escrow Agreement.  Section 2.6 of the Amended Plan is hereby amended
to read in its entirety as follows:

         "At Closing, the Company will cause $6,500,000 in cash to be delivered 
to the Escrow Agent under the Escrow Agreement."

         3. Conditions to Parent's and Purchaser's Obligations. Section 6.3.8 of
the Amended Plan is hereby amended to read in its entirety as follows:

         "The Indemnification Agreement and the Escrow Agreement shall have been
         executed and  delivered by BL and shall each be valid,  legal,  binding
         and enforceable obligations of BL, and the Company shall have deposited
         $6,500,000 in cash with the Escrow Agent under the Escrow Agreement."

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         4. Exhibit B to the Amended Plan. The first sentence of Section 2(b) of
Exhibit B to the  Amended  Plan is hereby  amended  to read in its  entirety  as
follows:

         "Simultaneously  with the execution of this  Agreement,  Besicorp shall
         deposit  with the  Escrow  Agent the sum of six  million  five  hundred
         thousand dollars ($6,500,000) ("the Escrow Fund")."

         5.  Entire   Agreement.   This   Amendment,   the  Amended  Plan,   the
Confidentiality Agreement referred to in Section 5.2 to the Amended Plan and the
instruments  to be delivered by the parties  pursuant to the  provisions  of the
Amended Plan constitute the entire Amended Plan 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.

         6.       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.

         7.  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.

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

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

                                             PARENT:
                         
                                             BGI ACQUISITION LLC

                                             By: /s/ James Haber      
                                                 _____________________________
                                                     James Haber, President of
                                                     the Sole Manager of BGI
                                                     Acquisition LLC
                

                                             PURCHASER:

                                             BGI ACQUISITION CORP.

                                             By: /s/ James Haber      
                                                 _____________________________
                                                     James Haber               
                                                     Its: President
                                             

                                             THE COMPANY

                                             BESICORP GROUP INC.
                                             
                                             By: /s/ Michael J. Daley          
                                                 ____________________
                                                    Michael J. Daley
                                                    Its: Executive Vice 
                                                         President 
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