WITNESSETH:

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                                  Exhibit 10.1


                             THIRD ADDENDUM TO LEASE


         This Third Addendum to Lease ("Addendum"), to be effective March 1,
2000, is entered into by and between SORRENTO WEST PROPERTIES, INC. as
"Landlord" and OCEANIC EXPLORATION COMPANY as "Tenant" and forms a part of that
certain Office Building Lease dated March 1, 1991, as amended by that certain
Addendum to Lease effective March 1, 1994, and as amended by that certain
Addendum to Lease effective March 1, 1997 (the "Lease"), covering the Premises
commonly known as Xxxxx 000, 0000 Xxxxx Xxxxxx Xxxxxx and located within the
Quebec Pointe office building in unincorporated Arapahoe County, State of
Colorado:

                                   WITNESSETH:

         WHEREAS, Tenant and Landlord wish to extend the term of the Lease; and

         WHEREAS, Tenant and Landlord have mutually agreed to the terms and
conditions of such extension and wish to confirm such agreement;

         NOW THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Tenant and Landlord agree as follows:

         1.       The Term of the Lease is hereby extended on a month to month
                  basis, commencing March 1, 2000, (the "Extended Term"). All
                  references to the "Term" in the Lease shall include the
                  Extended Term.

         2.       Not withstanding section 7.03 (Holding Over) of said lease,
                  the Minimum Rent for the Extended Term shall be at the rate of
                  $17.00 per square foot payable in monthly installments of
                  Three Thousand Six Hundred Twenty-Nine and 50/100 Dollars
                  ($3,629.50). Tenant shall commence paying such Minimum Rent
                  March 1, 2000.

         3.       The Base Operating Year for the Extended Term for the purposes
                  of calculating Tenant's pro rata share of Operating Expenses,
                  as provided in Section 3 of the Lease, shall be calendar year
                  2000.

         4.       Except as modified herein, the Lease shall remain in full
                  force and effect and the remaining terms, provisions,
                  covenants and conditions shall remain unchanged.


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         IN WITNESS WHEREOF, this Third Addendum to Lease is executed as of the
day and year first written above.

LANDLORD:                                  TENANT:

SORRENTO WEST PROPERTIES, INC.             OCEANIC EXPLORATION COMPANY



By: /s/ Xxxxxxx X. Xxxx                    By: /s/ Xxxxx X. Xxxxx
   ---------------------------------          --------------------------------
    Xxxxxxx X. Xxxx                               Xxxxx X. Xxxxx
    Vice President                                Vice President