First Amendment To Lease Agreement

FIRST AMENDMENT TO LEASE AGREEMENT


THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made this 19TH day of JANUARY, 2000, by and between THE REALITY ASSOCIATES FUND IV, L.P., a Delaware limited partnership, successor in interest to Cigna Real Estate Fund T, Limited Partnership ("Landlord") and LAKOTA TECHNOLOGIES, INC., a Colorado corporation; successor in interest to Lakota Energy, Inc. ("Tenant").


W I T N E S S E T H:


WHEREAS, Cigna Real Estate Fund T, Limited Partnership, Landlord's immediate predecessor in interest, and Lakota Energy, Inc., Tenant's immediate predecessor in interest, entered into that certain Lease dated December 17, 1996 (the "Lease"), pursuant to which Tenant leased that certain premises in Overlook I (the "Project"), 2849 Paces Ferry Road, Atlanta, Georgia 30339, said premises containing One Thousand Two Hundred Seventy Eight (1,278) rentable square feet of space (the "Premises");


WHEREAS, Landlord and Tenant desire to amend the Lease to extend the term and to amend certain other terms and conditions of the Lease as herein provided.


NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree to the following:


1. RECITALS. The recitals set forth above are incorporated herein by this reference with the same force and effect as if fully set forth hereinafter.


2. CAPITALIZED TERMS. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Lease.


3. LANDLORD. All references in the Lease to Cigna Real Estate Fund T as Landlord shall hereinafter to the Realty Associates Fund IV, L.P. which acquired the Project.


4. TENANT. All references in the Lease to Lakota Energy, Inc. as Tenant shall hereinafter refer to Lakota Technologies, Inc.


5. TERM. The Term of the Lease is hereby extended for three (3) years commencing on January 15, 2000 (the "Renewal Date") and expiring January 31, 2003 (the "Termination Date") (inclusively, the "Renewal Term") unless sooner terminated pursuant to any provision of the Lease or hereof.


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6. BASE RENTAL. Notwithstanding anything to the contrary in the Lease, during the Renewal Term, Tenant shall pay Base Rental for the entire Premises to Landlord in the manner and at the times set forth in Section 5(a) of the Lease, according to the following schedule:


Annual Monthly
Lease Period Base Rental Base Rental
------------ ----------- -----------

01/15/00-01/14/01 $25,560.00 $2,130.00
01/15/01-01/14/02 $26,326.80 $2,193.90
01/15/02-01/31/03 $27,116.64 $2,259.72


7. NOTICES. Paragraph 23 of the Lease is hereby deleted in its entirety and the following Paragraph 23 substituted in lieu thereof:


"NOTICES: 23. Any notice required or permitted to be given
hereunder shall be in writing and may be given by certified mail,
return receipt requested, personal delivery, Federal Express or other
delivery service. If notice is given by certified mail, return
receipt requested, notice shall be deemed given three (3) days after the
notice is deposited with the U.S. Mail, postage prepaid, addressed to
Tenant or to Landlord at the address set forth below. If notice is given
by personal delivery, Federal Express or other delivery service, notice
shall be deemed given on the date the notice is actually received by
Landlord or Tenant. Either party may by notice to the other specify a
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