EXECUTION COPY  Exhibit 10.3  FIFTH AMENDMENT TO LEASE  THIS
FIFTH AMENDMENT TO LEASE (thisFifth Amendment)is entered into effective as of May 31, 2007 (the Fifth Amendment Date),by and between TRANSWESTERN BROADREACH WTC, LLC, a Delaware limited liability
company (Landlord),and KODIAK OIL & GAS (USA) INC., a Colorado corporation (Tenant).  RECITALS:  A.WHEREAS, Brookfield Denver Inc., a Colorado
corporation (Original
Lessor),as lesser, and CP Resources, Inc. (Original Lessee),as lessee, entered into that certain Lease of Office Space dated
May 27, 1997, as amended and assigned by Original Lessee to Tenant by that
certain Assumption and First Amendment of Lease dated June 22, 2004, as
further amended by that certain Second Amendment of Lease dated May 27,
2005, as further amended by that
certain Letter Agreement dated June 15, 2005, as further amended by that
certain Third Amendment of Lease dated September 26, 2005 and as further
amended by that certain Fourth Amendment to Lease dated February 14, 2007
(as amended and assigned, the Lease),relating to the leasing of certain premises
(the Current
Premises)commonly known as
Suite 250, consisting of approximately 8,933 rentable square feet of space
in the building located at 1625 Broadway, Denver, Colorado 80202 (the Building),and being more particularly described in the Lease;  B.WHEREAS, Landlord is Original Lessors
successor-in-interest under the Lease; and  C.WHEREAS, Landlord and Tenant desire (i) to
provide for the leasing of the 1st Expansion Premises (as defined below) for the
term specified herein, (ii) to establish the term of the Lease as to the 1st Expansion Premises, (iii) to
establish the Annual Rent for the 1st Expansion Premises and (iv) to provide
other amendments of the Lease, all subject and pursuant to the terms and
conditions set forth below.  NOW,
THEREFORE, for good and valuable consideration the receipt and adequacy of
whicharehereby acknowledged, Landlord and Tenant
agree as follows:  AGREEMENT:  1.Lease of the 1stExpansion Premises.  1.1Lease of the 1st Expansion Premises. On the 1st Expansion Premises Commencement Date (as
defined below), Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, those certain premises consisting of approximately 2,018 rentable
square feet of space, commonly known as Suite 220, in the Building and
being more particularly depicted on Exhibit
A attached hereto and incorporated herein (the 1stExpansion Premises).  1.2Condition of the 1st Expansion Premises. Tenant acknowledges that neither Landlord
nor any agent of Landlord has made any representation or warranty with respect
to the 1st Expansion Premises or the Building or
with respect to the suitability of any part of the same for the conduct of
Tenants business. The taking of possession of the 1st Expansion Premises by Tenant shall conclusively
establish that the 1st Expansion Premises and the Building
were at such time in a good and sanitary order, condition and repair acceptable
to Tenant. Tenant shall be conclusively deemed to have accepted the 1st Expansion Premises AS IS in the condition existing on the date
Tenant first takes possession, and to have waived all claims relating to the
condition of the 1st Expansion Premises. Except as expressly
set forth in Section 2 below, Landlord shall not have any
obligation to construct or install any improvements or alterations, or to pay
for any such construction or installation, in or on the lst Expansion Premises or the Current Premises.  2.Tenant Improvements; The 1stExpansion Premises
Commencement Date.   1


2.1Tenant Improvements.  (a)Tenant Improvement
Allowance; Tenant Improvements. Landlord shall provide to Tenant
an improvement allowance (the Tenant Improvement
Allowance) in an amount not to exceed $50,450.00 (based upon $25.00
per rentable square foot in the 1st Expansion Premises) for contribution solely
toward the cost of the design, engineering and construction of real property
improvements within the 1st Expansion Premises (collectively, the Tenant Improvements) based on a mutually agreed upon space
plan (the Space Plan) and in accordance with
the terms and conditions of the Lease, including, without limitation, the
construction procedures set forth therein. Landlord shall coordinate and
contract for the Tenant improvements pursuant to the Space Plan; provided,
however, that Tenant shall be responsible for any costs in excess of the
Tenant Improvement Allowance (collectively, Excess Costs).
Prior to the commencement of any work, Tenant shall be required to sign a
tenant authorization form (TAF) no later
than five (5) business days after Tenant receives the TAF, acknowledging
responsibility for the Excess Costs. Tenant shall be responsible for the
payment of such Excess Costs within thirty (30) days of invoice from Landlord.
In the event that Tenant fails to make a payment within such 30-day period,
Landlord may elect to cease work on the 1st Expansion
Premises until such payment is made.  (b)Landlords Entry Rights.
To the extent that preparation for and performance of the Tenant improvements
requires access, work or construction within or through the 1st
Expansion Premises and/or the Current Premises, Landlord and Landlords
representative and contractors shall have the right to enter the 1st
Expansion Premises and the Current Premises at all times to perform such work,
and Tenant agrees that such entry and work shall not constitute an eviction of
Tenant in whole or in part and that all Rent due and payable by Tenant under
the Lease shall in no way be abated or reduced by reason of inconvenience,
annoyance, disturbance or injury to business of Tenant due to such access,
work, construction or otherwise. Tenant shall cooperate with Landlord and
Landlords contractors to allow such work and shall move Tenants trade
fixtures, furnishings and equipment as requested by Landlord or Landlords
contractors.  (c)Construction Management
Fee. In consideration of Landlords coordination and supervision
of the Tenant Improvements, Landlord shall be entitled to deduct from the
Tenant Improvement Allowance a construction management fee payable to Landlord
in an amount equal to three percent (3%) of the total cost of the Tenant
Improvements.  (d)Limitations.
If the Tenant Improvement Allowance exceeds the costs of the Tenant
Improvements, then Landlord shall retain such excess and shall have no
obligation or liability to Tenant with respect to such excess. In no event
shall the Tenant Improvement Allowance include any costs of procuring or
installing any trade fixtures, equipment, furniture, furnishings, telephone
equipment, cabling for any of the foregoing or other personal property
(collectively, Personal Property), and the cost
of such Personal Property shall be paid by Tenant. Notwithstanding anything in
the Lease or this Fifth Amendment to the contrary, Landlord shall have no
obligation to provide or disburse all or any portion of the Tenant Improvement
Allowance so long as an Event of Default is continuing under the Lease.  (e)The 1st
Expansion Premises Optional Landlord Advance. So long as
no Event of Default has occurred or is then occurring under the Lease, Landlord
shall, if requested by Tenant In accordance with this Section 2.1(e),
advance Tenant (the 1st Expansion Premises Optional Landlord Advance)
up to $20,180.00 (based upon $10.00 per rentable square foot space in the 1st Expansion Premises), which lst Expansion Premises Optional Landlord Advance
may be used by Tenant towards any Excess Costs relating to the Tenant
Improvements. Landlord shall deliver all or any portion of the 1st Expansion
Premises Optional Landlord Advance to Tenant within thirty (30) days after
Tenants written request. Tenant must make its request for the 1st Expansion Premises Optional Landlord Advance
on or before December 31, 2007. If Tenant fails to request all or any portion
of the 1st Expansion Premises Optional Landlord Advance
on or before December 31, 2007, Landlord shall have no obligation to provide
the 1st Expansion Premises Optional Landlord Advance
to Tenant. Tenant shall reimburse Landlord, as Rent, for that portion of the 1st Expansion Premises Optional Landlord Advance
paid to Tenant, together  2


with interest at nine percent (9%) per annum,
in equal monthly installments throughout the 1st Expansion Premises
Term (as defined below). Notwithstanding anything in this Fifth Amendment to
the contrary, the entire unpaid balance of the 1st Expansion
Premises Optional Landlord Advance paid to Tenant, together with all unpaid
interest accrued thereon, shall be due and payable to Landlord on the
expiration or earlier termination of the Lease. The obligation to repay the lst Expansion Premises Optional Landlord Advance
shall survive the expiration or earlier termination of the Lease.  2.2Estimated Completion Date.  It is anticipated that the 1st
Expansion Premises shall be ready for occupancy
(meaning substantial completion of the Tenant Improvements by Landlord as
evidenced by a certificate of the architect or other representative of Landlord
in charge of supervising completion of the 1st Expansion
Premises and the issuance of a temporary or permanent certificate of occupancy
by appropriate governmental officials for the lst Expansion Premises) on August 1, 2007 (the Estimated Completion Date).  2.3The lst Expansion Premises
Commencement Date.  The 1st Expansion Premises Commencement Date
shall be the actual date the 1st Expansion Premises are ready for occupancy.  3.Term.  3.1The lst Expansion Premises
Term.  The term of the Lease for the
1st Expansion Premises (the 1st Expansion Premises Term)
shall commence at 12:01 a.m. on the 1st Expansion Premises Commencement Date, and
shall terminate at 11:59 p.m. on June 30, 2012 (the Expiration
Date), unless sooner terminated pursuant to the Lease.  3.2Co-Terminous Terms.  The current term for the Current Premises and
the 1st Expansion Premises Term for the 1st Expansion Premises are both scheduled to
expire on the Expiration Date, unless sooner terminated pursuant to the Lease.  3.3Failure to Deliver Possession;  Tenant Delays. Notwithstanding anything
in this Fifth Amendment to the contrary, Landlord shall have no responsibility
or liability if the 1st Expansion Premises are not completed by the
Estimated Completion Date and the postponement of the lst Expansion Premises Commencement Date and the
commencement of Tenants obligation to pay Rent as to the 1st Expansion
Premises (but not as to the Current Premises) shall be in full settlement of
all claims which Tenant may otherwise have by reason of the 1st Expansion Premises not being ready for
occupancy by the Estimated Completion Date. If the 1st Expansion Premises are not ready for occupancy
on the Estimated Completion Date (or the later date contemplated herein) as a
result of Tenant Delays, then the 1st Expansion Premises Commencement Date shall be
the date the 1st Expansion Premises would have been ready for
occupancy but for Tenant Delays as reasonably determined by Landlords
architect, and the 1st Expansion Premises Term and all of Tenants
obligations hereunder will be measured from that date.  3.4Commencement Date Memorandum.
Promptly following the 1st Expansion Premises Commencement Date, Landlord
and Tenant shall execute a commencement date memorandum, in the form of Exhibit B attached hereto (the Commencement Date Memorandum), acknowledging that Tenant
has accepted possession of the 1st Expansion Premises, and reciting the exact 1st Expansion Premises Commencement Date. The
failure by either party, or both parties, to execute the Commencement Date
Memorandum shall not affect the rights or obligations of either party
hereunder. The Commencement Date Memorandum, when so executed and delivered,
shall be deemed to be a part of the Lease.  4.Rent and
Other Terms.  4.1Annual Rent.  (a)For the
Current Premises. Tenant shall continue to pay Rent, including,
without limitation, Annual Rent, as to the Current Premises pursuant to the
terms and conditions of the Lease.  3


(b)For the 1st
Expansion Premises. In addition to Rent payable under the Lease
for the Current Premises, Tenant shall pay Annual Rent for the 1st Expansion
Premises, accruing on and after the lst Expansion Premises
Commencement Date and monthly thereafter, as Annual Rent for the 1st Expansion Premises Term, as follows:  Period of the 1stExpansion PremisesTerm
  
  Annual Rate per
  Rentable Square
  Foot
  
  Annual Rent
  
  Monthly
  Installment of
  Annual RentThe 1st Expansion Premises Free Rent
  
  $
  -0-
  
  $
  -0-
  
  $
  -0-Period (as
  defined below).The
  expiration of the 1st Expansion
  
  $
  17.00
  
  $
  34,305.96
  
  $
  2,858.83Premises
  Free Rent Period  April 30,2008May 1, 2008 
  April 30, 2009
  
  $
  17.50
  
  $
  35,315.04
  
  $
  2,942.92May 1, 2009
   April 30, 2010
  
  $
  18.00
  
  $
  36,324.00
  
  $
  3,027.00May 1, 2010 
  April 30, 2011
  
  $
  19.00
  
  $
  38,342.04
  
  $
  3,195.17May 1, 2011
   June 30, 2012
  
  $
  20.00
  
  $
  40,359.96
  
  $
  3,363.33  4.2Occupancy Costs.  (a)For the
Current Premises.  Tenant
shall continue to pay, as additional rent, Tenants share of Occupancy Costs as
to the Current Premises pursuant to the terms and conditions of the Lease.  (b)For the 1st
Expansion Premises. Beginning on the 1st Expansion Premises Commencement Date and
continuing throughout the 1st Expansion Premises Term, Tenant shall pay, in
addition to Tenants share of Occupancy Costs for the Current Premises,
Tenants share of Occupancy Costs, as additional rent, with respect to the 1st Expansion Premises. Occupancy Costs for the 1st Expansion Premises are estimated to be $8.45
per rentable square foot for calendar year 2007.  4.3The 1st Expansion Premises
Free Rent Period. Tenants obligation to pay Annual Rent and Occupancy
Costs shall be abated solely for the 1st Expansion Premises (but not as to the Current
Premises) during the first two (2) months of the 1st Expansion Premises Term, commencing as of the
1st Expansion Premises Commencement Date and
ending on and including the date which is sixty (60) days after the 1st Expansion Premises Commencement Date (the 1st Expansion Premises Free Rent Period).
Such abatement shall apply to Annual Rent and Occupancy Costs payable
under the Lease solely for the 1st Expansion Premises (but not as to the Current
Premises) during the 1st Expansion Premises Free Rent Period. Annual
Rent and Occupancy Costs for any calendar month in which the lst Expansion Premises Free Rent Period expires
shall be prorated based upon a thirty (30) day month, and all such Annual Rent
and Occupancy Costs shall be due and payable for the actual days that elapse
during the remainder of the month in which the 1st Expansion Premises Free Rent Period expires.
The abatement of Annual Rent and Occupancy Costs described above is expressly
conditioned on Tenants performance of all of its obligations and
responsibilities under the Lease throughout the 1st Expansion Premises Term; and the amount of the
abated Annual Rent and Occupancy Costs is based in part on the amount of Rent
due under the Lease for the 1st Expansion Premises Term. If Tenant breaches
the Lease and such default results in a termination of the Lease, then Tenant
shall pay to Landlord on the date of such termination, in addition to all other
amounts and damages to which Landlord is entitled, the amount of Annual Rent
and Occupancy Costs which would otherwise have been due and payable during the
lst Expansion Premises Free Rent Period (based
upon the monthly Rent due during the month immediately following the 1st Expansion Premises Free Rent Period).  4


4.4Tenants Covenant to Pay Rent.  Tenant agrees to pay to Landlord at Landlords
Rent Address, or to such other persons, or at such other places designated by
Landlord, without any prior demand therefor in immediately available funds and
without any deduction or offset whatsoever, Annual Rent, Occupancy Costs,
additional rent and all other amounts due under the Lease during the lst
Expansion Premises Term (collectively, Rent). Annual
Rent shall be paid monthly in advance on the first day of each month of the 1st
Expansion Premises Term, except that the first Installment of Annual Rent with
respect to the 1st Expansion Premises shall be paid by Tenant to
Landlord on the 1st Expansion Premises Commencement Date. Annual
Rent shall be prorated for partial months within the lst Expansion
Premises Term. Unpaid Rent shall bear interest at the default rate (set forth in
Section 19.01 of the Lease) from the date due until paid. Tenants
covenant to pay Rent shall be independent of every other covenant in the Lease.  5.Lease
Security.  5.1Additional Cash Security Deposit.  Landlord and Tenant acknowledge and agree that
Landlord is currently holding a $18,938.00 security deposit (the Current Cash Deposit), pursuant to the Lease. Concurrently
with the execution of this Fifth Amendment, Tenant shall deposit an additional security
deposit in an amount equal to $5,000.00 (the Additional
Cash Deposit and, together with the Current Cash Deposit,
collectively, the (Cash Security Deposit),
Landlord shall retain the Cash Security Deposit pursuant to the Lease for the
performance of all of Tenants obligations under the Lease, as amended hereby,
during the 1st Expansion Premises Term. The provisions of Section
26.14 of the Lease shall continue to apply to the Cash Security Deposit at
all times during the 1st Expansion Premises Term.  5.2Letter of Credit Deposit.  Landlord and Tenant acknowledge and agree that
Landlord is currently holding a $69,797.00 letter of credit (the Letter of Credit Deposit), pursuant to the Lease. Landlord
shall continue to retain the Letter of Credit Deposit pursuant to the Lease for
the performance of all of Tenants obligations under the Lease, as amended
hereby, during the 1stExpansion
Premises Term.  6.Additional Parking Space.  During the lst Expansion
Premises Term, in addition to any other parking spaces to which Tenant is
entitled under the Lease, Tenant shall have the right, on a non-exclusive
basis, to use one (1) additional unassigned, unreserved parking space in the 15th
& Tremont parking garage (the Additional Parking Space)
for parking at the prevailing rates, currently $160 per month for each unreserved
parking space in the 15th
& Tremont parking garage. The prevailing rates mean base rates being
charged from time to time by Landlord or its parking operator to other tenants
for similar parking rights without consideration of any discounts. Tenant must
elect to use the Additional Parking Space on or before the 1st Expansion
Premises Commencement Date. If Tenant fails to timely make such election,
Landlord shall be free to lease or re-lease the Additional Parking Space from time
to time to anyone to whom Landlord desires on any terms Landlord desires.
Tenants use of the Additional Parking Space shall be subject to the terms and
conditions of the Lease, including, without limitation, Landlords parking
rules and regulations promulgated thereunder.  7.Option to Renew.  Tenants one (1) option to extend the
Lease as to the Current Premises for one (1) additional term of five (5) years,
as set forth in Section 8 of the Fourth Amendment to the Lease, shall
apply, mutatis mutandis, as to the 1st Expansion Premises.  8.The Premises: The Term.  8.1The Premises. From and after the 1st
Expansion Premises Commencement Date, the Lease is amended such that all
references in the Lease to the Premises shall be deemed to include reference
to the 1st Expansion Premises. The Current Premises, together with
the 1st Expansion Premises, consists of approximately 10,951
rentable square feet of space in the Building.  5


8.2      The Term.From and after
the1stExpansion
Premises Commencement Date, all references in the Lease to the term (or any
variation thereof) shall be deemed to include reference to the 1st
Expansion Premises Term.  9.Brokerage.Tenant
represents and warrants to Landlord that it has dealt only Colliers, Bennett &
Kahnweller (Tenants Broker), as Tenants
exclusive agent, and Transwestern Commercial Services, LLC (Landlords
Broker, and together with Tenants Broker, collectively, the Brokers), as Landlords exclusive agent, in the
negotiation of this Fifth Amendment. Landlord shall make payment of the
brokerage fee due to the Brokers pursuant to and in accordance with a separate
agreement with the Brokers. Tenant hereby agrees to indemnify and hold the indemnitees
harmless of and from any and all damages, losses, costs or expenses (including,
without limitation, all attorneys fees and disbursements) by reason of any
claim of or liability to any other broker or other person claiming through
Tenant and arising out of or in connection with the negotiation, execution and
delivery of this Fifth Amendment.  10.General
provisions.  10.1Full force and effect. Except as
amended by this Fifth Amendment, the Lease as modified herein remains in full
force and effect and is hereby ratified by Landlord and Tenant. In the event of
any conflict between the Lease and this Fifth Amendment, the terms and
conditions of this Fifth Amendment shall control.  10.2Capitalized terms. Capitalized
terms not defined herein shall have the same meaning as set forth in the Lease.  10.3Successors and assigns. This Fifth
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their heirs, personal representatives, successors and assigns.  10.4Entire agreement. The Lease, as
amended by this Fifth Amendment, contains the entire agreement of Landlord and
Tenant with respect to the subject matter hereof, and may not be amended or
modified except by an instrument executed in writing by Landlord and Tenant.  10.5         Power and authority. Except as
provided herein, Tenant has not assigned or transferred any interest in the
Lease and has full power and authority to execute this Fifth Amendment.  10.6Counterparts. This Fifth
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  10.7         Facsimile signatures. This Fifth
Amendment may be executed by facsimile signatures which shall be binding as
originals on the parties hereto.  10.8         Attorneys fees. In the event of
litigation arising out of or in connection with this Fifth Amendment, the
prevailing party shall be awarded reasonable attorneys fees, costs and
expenses.  10.9         Governing Law. This Fifth
Amendment shall be governed by and construed in accordance with the laws of the
State of Colorado.  10.10       No Option. The submission of this
document for examination and review does not constitute an option, an offer to
lease space in the Building or an agreement to lease. This document shall have
no binding effect on the parties unless anduntilexecuted by
both Landlord and Tenant and will be effective only upon Landlords execution
of the same.  [Signature page follows]  [The remainder of this page intentionally left
blank]  6 
   IN WITNESS WHEREOF,Landlord and Tenant have
caused this Fifth Amendment tobe executed as of the Fifth Amendment Date.  LANDLORD:  TRANSWESTERN
  BROADREACH WTC, LLC,a
  Delaware limited liability companyBy:
  Transwestern
  World Trade Center, L.L.C.,its
  memberBy:
  Transwestern
  Investment Company, L.L.C.,its
  authorized agent   By:
  /s/ Scott A TauskName:
  Scott A. TauskTitle:
  Managing Director  By:
  BRCP
  WTC Denver I, LLC,a
  Delaware limited liability company,its
  MemberBy:
  BRCP
  Realty, L. P. I,a
  Delaware limited partnership,its
  MemberBy:
  BRCP
  Gen-Par, LLC,a
  Delaware limited liability company,its
  General PartnerBy:
  /s/
  Eli KhouriName:
  Eli
  KhouriTitle:
  Managing
  Director  TENANT:  KODIAK
OIL & GAS (USA) INC., a
Colorado corporation  By:
  /s/
  Lynn A PetersonName:
  Lynn
  A PetersonTitle:
  President   SIGNATURE PAGE  FIFTH AMENDMENT TO LEASE
1625 BROADWAY, SUITES 220 & 250 (KODIAK OIL & GAS (USA), INC.)  
   EXHIBIT A  THE 1STEXPANSION
PREMISES 
(1625 Broadway, Suite 220)  [attached]  1 
   EXHIBIT B  COMMENCEMENT DATE MEMORANDUM  TRANSWESTERN BROADREACH WTC, LLC, a Delaware limited
liability company (Landlord),
and KODIAK OIL & GAS (USA) INC., a Colorado corporation (Tenant), have entered into a certain
Fifth Amendment to Lease dated as of May 31, 2007 (the Fifth
Amendment). Landlord and Tenant are parties to the certain Office
Space dated May 27, 1997, as amended by that certain Assumption and First
Amendment of Lease dated June 22, 2004, as further amendedbythat certain Second Amendment of Lease dated May 27, 2005, as
further amended by that certain Letter Agreement dated June 15, 2005, as
further amended by that certain Third Amendment of Lease dated September 26,
2005, as further amended by that certain Fourth Amendment to Lease dated February 14,
2007, and as further amended by the Fifth Amendment (as amended, the Lease).  WHEREAS, Landlord and Tenant wish to confirm and
memorialize the1stExpansion Premises Commencement Date as provided for in Section 3.4
of the Fifth Amendment;  NOW, THEREFORE, in consideration of the foregoing
and the mutual covenants contained herein and contained in the Lease, Landlord
and Tenant agree as follows:  1.             Unless
otherwise defined herein, all capitalized terms shall have thesame meaning ascribed to them in the Lease.  2.             The
1stExpansion Premises
Commencement Date
is              ,
2007.  3.             Tenant
hereby confirms and certifies the following:  (a)           That
it has accepted possession of the 1stExpansion Premises pursuant to the terms of the Lease;  (b)           That
the 1stExpansion Premises
are ready for occupancy;  (c)           That
the rentable area of the 1stExpansion Premises is          ;
and  (d)           That
the Lease is in full force and effect.  4.             Except
as expressly modified hereby, all terms and provisions of the Lease are hereby
ratified and confirmed and shall remain in full force and effect
and binding on the parties hereto.  5.             The
Lease and this Commencement Date Memorandum contain all of the terms,
covenants, conditions and agreements between the Landlord andtheTenant
relating to the subject matter herein. No prior other agreements or
understandings pertaining to such matters are valid or of any forceand effect.  TENANT:
  LANDLORD:KODIAK OIL & GAS (USA) INC.,
  TRANSWESTERN BROADREACH WTC, LLC,a Colorado corporation
  a Delaware limited liability company  By:
  Transwestern Property Company Southwest,L.P. d/b/a Transwesternits authorized managerBy:
  /s/
  Lynn A Peterson
  
  By:Name:
  Lynn
  A. Peterson
  
  Name:Title:
  President
  
  Title:  2