EXHIBIT B-2(b)
SECOND AMENDMENT TO
AMENDED AND RESTATED ESCROW AGREEMENT
THIS SECOND AMENDMENT dated as of December 29, 1995 (the
"Second Escrow Agreement Amendment") to the AMENDED AND RESTATED
ESCROW AGREEMENT dated June 13, 1994, as amended by the First
Amendment dated December 30, 1994 (as so amended, the "Escrow
Agreement"), is made and entered into by and among NORTH CANADIAN
RESOURCES, INC., a Delaware corporation ("NCRI"), ENERGY
INITIATIVES, INC., a Delaware corporation ("Buyer"), and XXXXXX
TRUST AND SAVINGS BANK (the "Escrow Agent"). Capitalized terms
used in this Second Escrow Agreement Amendment shall unless
otherwise defined herein have the meanings ascribed to them in
the Glossary referenced as Annex A to the Escrow Agreement.
WHEREAS, the parties desire to amend the Escrow Agreement to
extend the term thereof;
NOW, THEREFORE, in consideration of the premises and
promises contained herein, the parties intending to be legally
bound mutually agree that the Escrow Agreement is hereby further
amended as follows:
1. Article IV is hereby amended by deleting the reference
in paragraph (d) of Section 4.1 to "December 31, 1995" and
substituting in lieu thereof "June 30, 1997".
2. Article IV is hereby further amended to delete the
first paragraph of Subsection 4.2 and to substitute in lieu
thereof a new paragraph to read as follows:
"4.2. In the event following the NCP Closing the
entire Lake Option Interest and Pasco Option Interest
has not been purchased by the Lake Optionee(s) and
Pasco Optionee(s) on or prior to June 30, 1997, then
unless the parties shall otherwise agree in writing, on
July 1, 1997 the Escrow shall be terminated and the
Escrow Agent shall:"
3. Section 11.1 is hereby amended to insert in the third
line after the word "Agreement" and before the word "constitute"
the following phrase:
", together with this First Escrow Agreement
Amendment, the Second Escrow Agreement
Amendment and the Second Amendment and the
documents and instruments referred to
therein,"
IN WITNESS WHEREOF, the undersigned have caused this Second
Amendment to the Amended and Restated Escrow Agreement to be
executed as of the day and year first above written.
NORTH CANADIAN RESOURCES, INC. ENERGY INITIATIVES, INC.
By:___________________________ By:___________________________
Name:_________________________ Name:_________________________
Title:________________________ Title:________________________
XXXXXX TRUST AND SAVINGS BANK
Escrow Agent
By:___________________________
Name:_________________________
Title:________________________
