Exhibit 10.1

                   AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT

         AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT, dated as of January 18,
2006 (this "Amendment"), by and among LEXICON UNITED INCORPORATED, a Delaware
corporation (the "Lexicon"), ATN CAPITAL & PARTICIPACOES LTDA, a Brazilian
limited company (the "Company") and Omar Malheiro Silva Araujo and Manuel da
Costa Fraguas, shareholders of the Company (the "Shareholders"). Capitalized
terms used, but not otherwise defined, herein have the meanings ascribed to such
terms in that certain Share Exchange Agreement, dated December 12, 2005, among
Lexicon, the Company and the Shareholders (the "Agreement").

                                   BACKGROUND

         Lexicon, the Company and the Shareholders are parties to the Agreement
(the "Parties"), pursuant to which Lexicon will acquire Four Hundred Thousand
(400,000) shares of the capital stock of ATN in exchange for Two Million
(2,000,000) shares of Lexicon's common stock and a cash payment of One Hundred
and Seven Thousand, Sixty Hundred and Ninety-Two Dollars ($107,692). To reflect
the proper valuation of ATN's stock, the Parties wish to reduce the
consideration for the Shareholders' 400,000 shares of the capital stock of ATN
to 2,000,000 shares of Lexicon's common stock only.

         Section 13.2 of the Agreement provides that the Agreement may be
amended by an instrument in writing signed by Lexicon, the Company and a
majority in interest of the Shareholders of the Company or the duly authorized
representatives of the respective parties. This Amendment satisfies the
requirements of Section 13.2 and is effective to amend the Agreement.

         NOW, THEREFORE, the parties hereto, intending to be legally bound and
in consideration of the mutual agreements and covenants contained herein and for
such other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, agree as follows:

         1. Amendment to Paragraph B of the Recitals to the Agreement. The
Agreement is hereby amended to delete paragraph B of the Recitals thereto in its
entirety and in lieu thereof to insert the following new paragraph B:

                  "B. Lexicon is willing to acquire the Shares making the
                  Company a majority-owned subsidiary of Lexicon, and the
                  Shareholders desire to exchange their shares for shares of
                  Lexicon's authorized but unissued Common Stock as hereinafter
                  provided."

         2. Amendment to Section 1.1 of the Agreement. The Agreement is hereby
amended to delete Section 1.1 thereof in its entirety and in lieu thereof to
insert the following new Section 1.1:


<PAGE>

                  "1.1. Exchange of Shares. Lexicon and the Shareholders hereby
                  agree that the Shareholders shall, on the Closing Date (as
                  hereinafter defined), exchange the Shares for 2,000,000
                  shares, in the aggregate, of Lexicon Common Stock, $0.001 par
                  value (the "Lexicon Shares"). The number of shares of capital
                  stock owned by the Shareholders and the number of Lexicon
                  Shares which the Shareholders will be entitled to receive in
                  the Exchange is set forth in Exhibit A hereto."

         3. Amendment to Section 8.5 of the Agreement. The Agreement is hereby
amended to delete Section 8.5 thereof in its entirety and in lieu thereof to
insert the following new Section 8.5:

                  "8.5. Stock Certificates. At the Closing, the Shareholders
                  shall receive certificates representing the securities to be
                  received pursuant hereto."

         4. Amendment to Section 12 of the Agreement. The Agreement is hereby
amended to delete Section 12 thereof in its entirety and in lieu thereof to
insert the following new Section 12:

         "12. THE CLOSING

                           The Closing shall take place on the second business
                  day following the satisfaction or waiver of the conditions to
                  closing specified herein or on such other date as the Parties
                  may agree. At the Closing, the parties shall provide each
                  other with such documents as may be necessary or appropriate
                  in order to consummate the transactions contemplated hereby
                  including evidence of due authorization of the Agreement and
                  the transactions contemplated hereby."

         5. Amendment to Exhibit A. The Agreement is hereby amended to delete
Exhibit A thereto in its entirety and in lieu thereof to insert the following
new Exhibit A:

                                    EXHIBIT A
                              EXCHANGE WITH LEXICON

<TABLE>
<CAPTION>
------------------------------ ---------------------------- ----------------------------
NAME OF SHAREHOLDER            NUMBER OF SHARES TO BE       NUMBER OF LEXICON SHARES
                               EXCHANGED                    TO BE RECEIVED
------------------------------ ---------------------------- ----------------------------
<S>                            <C>                          <C>
Omar Malheiro Silva Araujo     280,000                      1,400,000
------------------------------ ---------------------------- ----------------------------
Manuel da Costa Fraguas        120,000                      600,000
------------------------------ ---------------------------- ----------------------------
                               400,000                      2,000,000
------------------------------ ---------------------------- ----------------------------
</TABLE>

<PAGE>

         6. Agreement Remains in Force. Except as expressly set forth in this
Amendment, the Agreement remains unmodified and in full force and effect.

         7. Miscellaneous. This Amendment and the Agreement constitute the
entire understanding among the parties hereto with respect to the subject matter
hereof and may not be further amended, modified or supplemented except as
specified in the Agreement. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and enforceable against
the Parties actually executing such counterpart, and all of which, when taken
together, shall constitute one instrument. Facsimile execution and delivery of
this Agreement is legal, valid and binding execution and delivery for all
purposes.

                            [signature page follows]

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.

                                     LEXICON UNITED INCORPORATED


                                     By:  /s/ Elie Saltoun
                                          -------------------------------------
                                          Name: Elie Saltoun
                                          Title: Chief Executive Officer


                                     ATN CAPITAL & PARTICIPACOES LTDA.


                                     By:  /s/ Manuel da Costa Fraguas
                                          -------------------------------------
                                          Name: Manuel da Costa Fraguas
                                          Title: Director

                                     By:  /s/ Malheiro da Silva Araujo
                                          -------------------------------------
                                          Name: Omar Malheiro da Silva Araujo
                                          Title: Director



                                     MANUEL DA COSTA FRAGUAS

                                     /s/ Manuel da Costa Fraguas
                                     -------------------------------------------


                                     OMAR MALHEIRO DA SILVA ARAUJO

                                     /s/ Malheiro da Silva Araujo
                                     -------------------------------------------