Exhibit
      10.1

    


    FIRST
      AMENDMENT TO LEASE

    


    THIS
      FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of
      this
      6th day of March, 2007, by and between DENVER PLACE ASSOCIATES LIMITED
      PARTNERSHIP, a Delaware limited partnership (hereinafter called "Landlord")
      and
      RANCHER ENERGY CORP., a Nevada corporation (hereinafter called
      "Tenant").

    


    RECITALS

    


    A.  Landlord
      and Tenant entered into that certain Denver Place Office Lease dated as of
      October 30, 2006 (the "Lease"), pursuant to which the Tenant leased
      approximately 5,869 square feet of rentable area on the seventeenth (17th)
      floor, known as Suite 1740 (the "Initial Leased Premises"), of the office
      building known as Denver Place South Tower, located at 999 - 18th Street,
      Denver, Colorado (the "Building").

    


    B.  Landlord
      and Tenant desire to (i) substitute the Initial Leased Premises for
      approximately 12,382 square feet of rentable area located on the thirty-fourth
      (34th) floor of the Building known as Suite 3400, and (ii) extend the Term
      of
      the Lease to July 31, 2012.

    


    C.  Landlord
      and Tenant now desire to amend the Lease in the manner and form set forth
      herein.

    


    AGREEMENT

     

    NOW,
      THEREFORE, in consideration of the mutual promises set forth below, Landlord
      and
      Tenant hereby amend the Lease effective as of the date hereof.

    


    1. Term.
      The
      term of the Lease is hereby extended to expire on July 31, 2012, and the "Lease
      Term" section of the Office Lease Facing Page is hereby amended in its entirety
      to reflect such extension, as follows:

    


    LEASE
      TERM:

    


    
      	
              Commencement
                Date:

            	
              November
                10, 2006

            
	
              Lease
                Period:

            	
              Five
                (5) years, eight (8) months and twenty-one (21) days

            
	
              Lease
                Expiration:

            	
              July
                31, 2012

            


    

    


    2. Base
      Rent.
      The
      "Base Rent" section of the Office Lease Facing Page is hereby amended in its
      entirety to reflect the following rent adjustments:

    


    BASE
      RENT:

    


    
      	
              11/10/06
                - 02/09/07:

            	
              $0.00
                per annum / $0.00 monthly

            
	
              02/10/07
                - 07/31/07*:

            	
              $114,445.56
                per annum / $9,537.13 monthly

            
	
              08/01/07*
                - 07/31/09:

            	
              $359,078.04
                per annum / $29,923.17 monthly

            
	
              08/01/09
                - 07/31/10:

            	
              $371,460.00
                per annum / $30,955.00 monthly

            
	
              08/11/10
                - 07/31/12:

            	
              $383,841.96
                per annum / $31,986.83 monthly

            


    

    


    *
      subject
      to adjustment pursuant to the provisions of subparagraph 4(b) below

    


    Base
      Operating Costs including Real Estate Taxes shall be the total amount of
      Operating Expenses (on a per rentable square foot basis) incurred by Landlord
      during the Calendar Year 2007 (Landlord's Operating Expense
      Contribution).

    


    Proportionate
      Share of applicable taxes and Building Operating Expenses:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              During
                such period of the Term of the Lease that the Leased Premises consists
                of
                the Initial Leased Premises

            
	
              (11/10/06
                - 07/31/07):

            	
                 
                5,869  =  .78%

            
	 	
              754,288

            


    

    


    
      	
              During
                such period of the Term of the Lease that the Leased Premises consists
                of
                the Substitute Leased Premises

            
	
              (08/01/07
                - 07/31/12):

            	
               
                12,382  =  1.64%

            
	 	
              754,288

            


    

    


    3. Substitution
      of Leased Premises.
      The
      Leased Premises under the Lease shall be amended to consist of approximately
      12,382 square feet of rentable area known as Suite 3400 located on the
      thirty-fourth (34th) floor of the Building and which is diagramed on
Exhibit
      A-1
      attached
      hereto and made a part hereof (sometimes herein referred to as the "Substitute
      Leased Premises") instead and in place of the Initial Leased Premises. The
      Substitute Leased Premises shall be substituted as the Leased Premises under
      the
      Lease as of the date (the "Substitute Leased Premises Commencement Date") which
      is the later of (i) August 1, 2007 ("Scheduled Substitute Leased Premises
      Commencement Date"), and (ii) the date Landlord notifies Tenant that the
      Substitute Leased Premises are ready for occupancy, and the Substitute Leased
      Premises shall, after such date, be deemed to be the Leased Premises for all
      purposes of the Lease as amended herein and all references in the Lease to
      the
      Leased Premises shall be deemed to refer to the Substitute Leased Premises
      and
      the Initial Leased Premises shall no longer constitute the Leased Premises.
      Tenant agrees to completely vacate the Initial Leased Premises in accordance
      with the provisions of Section 11.03 of the Lease on or before that date (the
      "Vacation Date") which is the tenth (10th) business day to occur after the
      date
      Landlord notifies Tenant that the Substitute Leased Premises are ready for
      occupancy. In the event Tenant fails to vacate the Initial Leased Premises
      on or
      before the Vacation Date, (i) Tenant shall be deemed a tenant at sufferance,
      (ii) Tenant shall pay to Landlord the amount of $800.00 per day for each day
      Tenant fails to vacate the Initial Leased Premises after such date, and (iii)
      Landlord shall be permitted to exercise any and all legal and equitable remedies
      including but not limited to the eviction of Tenant and a claim for any damages
      (including consequential damages) incurred by Landlord as result of Tenant's
      failure to vacate the Initial Leased Premises on or before the Vacation
      Date.

    


    4. Substitute
      Leased Premises Improvements.

    


    (a) 
Landlord
      shall, at its own cost and expense, in a good and workmanlike manner, cause
      the
      Substitute Leased Premises to be improved and completed in accordance with
      the
      plans and specifications (the “Final SLP Layout Plans”) prepared by Lewis Himes
      Associates under date of February 21, 2007, a copy of which is attached
      hereto as Exhibit
      A-2
      and
      incorporated herein by this reference, incorporating the use of a reasonable
      quantity of Building standard materials and finishes (such work being herein
      called "Landlord's SLP Work"). Landlord reserves the right: (i) to make
      substitutions of material or components of equivalent grade and quality when
      and
      if any specified material or component shall not be readily or reasonably
      available, and (ii) to make changes necessitated by conditions met in the course
      of construction, provided that Tenant's approval of any substantial change
      shall
      first be obtained (which approval shall not be unreasonably withheld or delayed
      so long as there shall be general conformity with the Final SLP Layout Plans).
      Tenant shall on or before March 15, 2007 by notice to Landlord designate a
      single individual who Tenant agrees shall be available to meet and consult
      with
      Landlord at the Substitute Leased Premises as Tenant’s representative respecting
      the matters which are the subject of this Paragraph 4 and who, as between
      Landlord and Tenant, shall have the power to legally bind Tenant, in making
      requests for changes, giving approval of plans or work, giving directions to
      Landlord or the like, under this Paragraph 4; and any notice or delivery given
      to such person personally or at his place of business shall have the same effect
      as a notice or delivery given to Tenant.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b) 
Landlord
      currently estimates that the Landlord’s SLP Work can be completed to a level
      permitting Tenant’s occupancy on or before August 1, 2007. If Landlord
      shall, for any reason (including, without limitation, failure to complete the
      work, if any, required to be done by Landlord under this lease) fail to make
      available to Tenant possession of the Substitute Leased Premises on or before
      August 1, 2007 or any other date, Landlord shall not be subject to any
      liability for such failure nor for any failure to timely complete any work;
      provided, however, that in the event Landlord's SLP Work is not completed to
      a
      level permitting Tenant's occupancy on or before August 31, 2007 for reasons
      other than a Tenant SLP Delay (hereinafter defined), Tenant shall, commencing
      September 1, 2007, receive two (2) days of Base Rent abatement for each day
      that
      occurs after August 31, 2007 until the day the Substitute Leased Premises are
      ready for Tenant's occupancy or, would have been ready for Tenant's occupancy,
      in the absence of any Tenant SLP Delay, whichever is sooner (herein the "Delay
      Abatement"). Under such circumstances, (i) the Initial Leased Premises shall
      continue to be the Leased Premises under the Lease as amended herein, (ii)
      the
      Substitute Leased Premises shall not be substituted for the Initial Leased
      Premises, and (iii) Tenant’s obligation to pay Base Rent and Additional Rent for
      the Substitute Leased Premises shall not commence until the Substitute Leased
      Premises Commencement Date (and, if applicable, Tenant shall be entitled to
      the
      Delay Abatement); and such failure to make available to Tenant possession of
      the
      Substitute Leased Premises on or before August 1, 2007 or any other date or
      to timely complete any work, shall not in any other way affect the validity
      or
      continuance of this Lease, nor the Term or the obligations of Tenant hereunder.
      Such deferral of Rent and the substitution of the Substitute Leased Premises
      for
      the Initial Leased Premises as the Leased Premises under the Lease as amended
      herein shall be Tenant’s sole and exclusive rights and remedies with respect to
      any such failure. There shall be no deferral of Rent on the Substitute Leased
      Premises, however, if any such failure is caused in whole or part by any act
      or
      omission of Tenant, its agents, servants, employees or contractors, which has
      the effect of hindering or delaying Landlord's delivery of possession or the
      timely completion of any work to be done by Landlord (hereinafter a "Tenant
      SLP
      Delay") including, without limitation, (a) any delay which is caused by changes
      in the work to be performed by Landlord in readying the Substitute Leased
      Premises for Tenant's occupancy, (b) any delay, not caused by Landlord, in
      furnishing materials or procuring labor required to be furnished or procured
      for
      the completion of the Substitute Leased Premises, or (c) any delay which is
      caused by any failure by Tenant, without regard to any grace period applicable
      thereto, promptly to furnish to Landlord any required information, approval
      or
      consent or caused by any good faith reluctance on the part of Landlord to
      approve any information required to be submitted by Tenant and approved by
      Landlord, or (d) any delay which is caused by the performance of any work or
      activity in the Substitute Leased Premises by Tenant or any of its employees,
      agents or contractors. Tenant also shall pay to Landlord, within ten (10) days
      after receipt of demand made from time to time, a sum equal to any additional
      cost to Landlord in completing the Substitute Leased Premises resulting from
      any
      Tenant SLP Delay.

    


    (c) 
Landlord
      and Tenant acknowledge that the Substitute Leased Premises may be available for
      occupancy and prior to the completion of Landlord’s SLP Work. In the event
      Tenant occupies the Substitute Leased Premises prior to completion of Landlord’s
      SLP Work, Tenant agrees to permit Landlord and its contractor, subcontractor
      and
      employees to access the Substitute Leased Premises at all times, and without
      further notice, to complete the Landlord’s SLP Work, Landlord agrees to use all
      reasonable efforts to minimize interference with Tenant’s use of the Substitute
      Leased Premises and operation of its business during completion of Landlord’s
      SLP Work, but Tenant confirms its understanding and agreement that completion
      of
      the Landlord’s SLP Work may result in noise, vibration, dirt, dust and other
      circumstances necessarily arising from such construction. Landlord shall have
      no
      liability (and Tenant shall not be entitled to claim damages or any actual
      or
      constructive eviction, or right of offset or reduction in its rent or other
      monetary obligations) as a consequence of any disruption or interference with
      Tenant’s use of the Substitute Leased Premises or conduct of its business
      throughout the completion of such construction. In the event the Substitute
      Leased Premises are available for Tenant’s occupancy prior to August 1,
      2007, Tenant shall, at its election, be permitted to occupy the Substitute
      Leased Premises subject to all the terms and provisions of this Lease as amended
      herein; provided, however, Tenant shall not be obligated to pay Base Rent and
      Additional Rent for the Substitute Leased Premises for that period of time
      occurring from the date the Substitute Leased Premises are ready for occupancy
      up to August 1, 2007, however, Tenant shall remain obligated to pay Base
      Rent and Additional Rent for the Initial Leased Premises during such time
      period.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (d) 
Landlord
      shall afford Tenant and its employees and agents (each herein referred to as
      a
      "Tenant Party" and collectively the "Tenant Parties") access to the Substitute
      Leased Premises at reasonable times prior to the Substitute Leased Premises
      Commencement Date only in the presence of a representative of the Landlord,
      and
      at Tenant's sole risk and expense, for the purposes of inspecting and verifying
      Landlord's performance of the Landlord's SLP Work. Tenant shall advise Landlord
      promptly of any objection to the construction of the Landlord's SLP Work. Within
      fifteen (15) days after the Landlord’s SLP Work is completed, Landlord and
      Tenant shall prepare a mutually agreed-upon list (“SLP Punch List”) of items of
      the Landlord’s SLP Work that need to be corrected or repaired. Landlord agrees
      to cause the items set forth in the SLP Punch List to be corrected or repaired
      within thirty (30) days after the date the SLP Punch List is prepared. As used
      in this subparagraph 4(d), “SLP Punch List” items means minor details of
      construction or decoration that do not interfere with the Tenant’s use and
      enjoyment of the Substitute Leased Premises.

    


    5. Tenant's
      Right of First Offer.
      Article
      61 of the Addendum to the Lease is amended and restated to provide in its
      entirety as follows:

    


    Upon
      and
      subject to all the terms and conditions set forth in this Paragraph 5, Landlord
      hereby grants to Tenant during the Term of the Lease as amended herein, a
      continuous and ongoing right of first offer (the "Right of First Offer")
      covering that office space located upon the thirty-third (33rd) floor of the
      Building, consisting of approximately 12,382 square feet of rentable area and
      which is depicted on Exhibit
      A-3
      attached
      hereto (the "Offer Space"). The Right of First Offer shall be on the following
      terms and conditions:

    


    (a) 
If
      Landlord shall desire to lease all or any portion of the Offer Space, as
      evidenced by the initiation of formal negotiations with or the issuance of
      a
      proposal to a third party by or on behalf of Landlord covering any portion
      of
      the Offer Space, or Landlord's acceptance of a proposal from a third party,
      Landlord shall first offer to lease such part of the Offer Space (the
      "Designated Offer Space") to Tenant, by giving written notice to Tenant. Such
      notice shall specify the date on which the Designated Offer Space is expected
      to
      be available for Tenant's lease (the "Scheduled Designated Offer Space
      Commencement Date"), and the length of the term the Designated Space is to
      be
      leased for (the "Designated Offer Space Lease Term"). Within six (6) business
      days after Landlord gives Tenant such notice, Tenant shall, by written notice
      to
      Landlord (the "Offer Notice"), elect or decline to exercise it Right of First
      Offer. If Tenant fails to deliver the Offer Notice to Landlord within such
      period of six (6) business days, Tenant shall be deemed to have declined to
      exercise its Right of First Offer. If Tenant declines or is deemed to have
      declined to exercise its Right of First Offer, Landlord thereafter shall have
      the right to lease such Designated Offer Space to any party upon such terms
      and
      conditions and for such period or successive period of time as Landlord, in
      its
      sole discretion, shall determine. Notwithstanding the foregoing, Tenant shall
      have no right to exercise the Right of First Offer (and, at Landlord's option,
      any previous exercise of the Right of First Offer shall be null and void) if
      at
      the time Tenant first attempts to exercise the Right of First Offer, or at
      any
      time thereafter until the Designated Offer Space has been added to the Leased
      Premises, Tenant is in default under the Lease as amended herein. The Right
      of
      First Offer shall be subject and subordinate to any renewal, expansion and/or
      similar rights granted to any tenant of the Building prior to the date of this
      First Amendment or granted to any tenant leasing any Designated Offer Space
      after the Tenant declines or is deemed to have declined to exercise its Right
      of
      First Offer.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (b) In
      the
      event Tenant exercises the Right of First Offer, Tenant shall deliver to
      Landlord the Tenant's proposed layout plans and specifications for such
      Designated Offer Space (the “DOS Layout Plans”) within twenty (20) business days
      after delivery of the Offer Notice. The DOS Layout Plans shall provide for
      a
      level of improvements comparable to the level of the Landlord’s SLP Work, shall
      provide for the use of a reasonable quantity of Building standard materials
      and
      finishes, and shall be subject to Landlord’s approval. Notwithstanding the
      foregoing provisions of this subparagraph 5(b), the cost and expense of
      completing the Designated Offer Space Improvements on a per rentable square
      foot
      basis shall not exceed the product of $0.42 multiplied by the number of months
      expected to occur during the Designated Offer Space Lease Term, unless the
      Tenant provides funds to Landlord in a manner reasonably acceptable to Landlord
      to pay for any costs and expenses in excess of such limit. Upon the Offer Notice
      being given and within such time as Landlord reasonably determines is necessary
      to complete such Designated Offer Space for occupancy, Landlord shall cause
      such
      Designated Offer Space to be improved and completed in a manner consistent
      with
      the approved DOS Layout Plans (the "Designated Offer Space Improvements").
      Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased
      Premises during construction of the Designated Offer Space Improvements and
      Tenant confirms its understanding that completion of the Designated Offer Space
      Improvements may result in noise, vibration, dirt, dust and other circumstances
      necessarily arising from such construction. Landlord shall have no liability
      (and Tenant shall not be entitled to claim damages or any actual or constructive
      eviction, or right of offset or reduction in its rent or other monetary
      obligations) as a consequence of any disruption or interference with Tenant’s
      use of the Leased Premises or conduct of its business throughout the completion
      of such construction. The "Commencement Date" with respect to the Designated
      Offer Space ("Designated Offer Space Commencement Date") shall be deemed to
      be
      that date which is the later of the Scheduled Designated Offer Space
      Commencement Date or the first business day after the substantial completion
      of
      the Designated Offer Space Improvements.

    


    (c) 
Landlord
      shall afford Tenant and Tenant Parties access to the Designed Offer Space at
      reasonable times prior to the occupancy of the Designed Offer Space only in
      the
      presence of a representative of the Landlord, and at Tenant's sole risk and
      expense, for the purposes of inspecting and verifying Landlord's performance
      of
      the Designed Offer Space Improvements. Tenant shall advise Landlord promptly
      of
      any objection to the construction of the Designed Offer Space Improvements.
      Within fifteen (15) days after the Designed Offer Space Improvements are
      completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS
      Punch List") of items of the Designed Offer Space Improvements that need to
      be
      corrected or repaired. Landlord agrees to cause the items set forth in the
      DOS
      Punch List to be corrected or repaired within thirty (30) days after the date
      the DOS Punch List is prepared. As used in this subparagraph 5(c), "DOS Punch
      List" items means minor details of construction or decoration that do not
      interfere with Tenant's use and enjoyment of the Desiganted Offer
      Space.

    


    (d) 
The
      Designated Offer Space shall be added to the Leased Premises, for all purposes,
      as of the Designated Offer Space Commencement Date for the Designated Offer
      Space Lease Term and subject to and upon the following economic terms and all
      of
      the other terms, covenants and conditions of the Lease as amended
      herein:

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (i) the
      Base
      rent shall be at the “Designated Offer Space Fair Market Rental Rate” or “DOS
      FMRR” as defined in subparagraph 5(e) below.

    


    (ii) Landlord
      shall make available to Tenant and Tenant shall have the non-assignable option
      to rent from Operator (hereinafter defined) one (1) unreserved parking space
      located within the Parking Garage (hereinafter defined) for every 1,000 square
      feet of rentable area contained in the Designated Offer Space at the monthly
      rate posted from time to time by the Operator and otherwise subject to the
      terms
      of the Parking Agreement attached to the Lease as Exhibit D as amended herein
      (the “Parking Agreement”). Tenant must exercise its option to rent any
      additional parking spaces within thirty (30) days after the Designated Offer
      Space Commencement Date.

    


    (iii) Tenant's
      Proportionate Share shall be increased to a new percentage, calculated in
      accordance with the provisions of the Lease as amended herein by increasing
      the
      rentable area of the Leased Premises by the number of square feet comprising
      the
      rentable area of such Designated Offer Space. Tenant's obligation to pay Base
      Rent and the Additional Rent calculated pursuant to the Lease as amended herein
      for the Designated Offer Space shall commence on the Designated Offer Space
      Commencement Date. Upon addition of the Designated Offer Space to the Leased
      Premises, the Lease shall be deemed modified in the manner set forth above
      without the necessity of any further agreement or document; provided, however,
      Landlord and Tenant agree to execute, acknowledge and deliver an instrument
      evidencing such modification of the Lease to be prepared by
      Landlord.

    


    (e) Designated
      Offer Space Fair Market Rental Rate.

    


    (i) For
      the
      purposes of this Paragraph 5, the term "Designated Offer Space Fair Market
      Rental Rate" or "DOSFMRR" for the Designated Offer Space added to the Leased
      Premises pursuant to the terms of Paragraph 5 shall mean an amount per square
      foot of the rentable area of the Designated Space, reasonably determined by
      Landlord by reference to the market for comparable space (including the extent
      and condition of the build-out) in similar and comparable office buildings
      located in the downtown Denver central business district, that a willing
      landlord would offer and a willing tenant would accept in an arms length
      transaction for the lease of such office space

    


    [A] commencing
      on the Designated Offer Space Commencement Date and expiring on the last day
      of
      the Designated Offer Space Lease Term,

    


    [B] providing
      for no free rent, a tenant finish allowance equal to the cost of completing
      the
      Designated Offer Space Improvements plus the value of the tenant improvements
      in
      place upon the Designated Offer Space prior to construction of the Designated
      Offer Space Improvements to a prospective tenant, and

    


    [C] otherwise
      on all of the terms and conditions of the Lease as amended herein, including
      the
      Tenant's obligation to pay Additional Rent in accordance with the provisions
      of
      Article 54 of the Lease using the Landlord's Operating Expense Contribution
      defined in subsection 54.02(c) of the Lease.

    


    (ii) 
Landlord
      shall deliver to Tenant its proposed DOSFMRR within thirty (30) days after
      Landlord's receipt of the Offer Notice. Landlord and Tenant shall use reasonable
      good faith efforts to mutually agree upon the DOSFMRR within thirty (30) days
      after Landlord's receipt of the Offer Notice.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (iii) 
In
      the
      event Landlord and Tenant cannot agree upon the DOSFMRR within the thirty (30)
      day period described in subparagraph 5(e)(ii) the DOSFMRR shall be determined
      by
      appraisal, said appraisal shall be conducted in accordance with the following
      procedures:

    


    [A] Within
      twenty (20) days after receipt of a notice to appraise given by either party,
      Landlord and Tenant shall each select a real estate appraiser, who shall be
      a
      member of the American Institute of Real Estate Appraisers, and who shall have
      at least five (5) years appraisal experience with respect to commercial and
      office rental properties in the central business district of Denver, Colorado.
      If one of the parties hereto fails to appoint an appraiser within the time
      period prescribed, then the single appraiser appointed shall be the sole
      appraiser and shall determine the DOSFMRR. If two appraisers are appointed,
      they
      shall have thirty (30) days from the date the second appraiser is appointed
      (the
      "30-day Appraisal Period") within which to agree upon the DOSFMRR. The
      appraiser(s) shall be advised that the determination of the DOSFMRR shall be
      governed by the definitions of same set forth in this Paragraph 5. The
      determination by the two appraisers of the DOSFMRR shall be binding on Landlord
      and Tenant.

    


    [B] If
      the
      two appraisers appointed by the parties hereto are unable to agree upon the
      DOSFMRR within the 30-day Appraisal Period, then said appraisers shall attempt,
      within ten (10) days after the expiration of the 30-day Appraisal Period, to
      select a third appraiser (the "Third Appraiser"). If the first two appraisers
      are unable to agree on the Third Appraiser within the ten (10) day period
      prescribed in the immediately preceding sentence, either Landlord or Tenant,
      by
      giving ten (10) days notice to the other party hereto, shall request that the
      presiding judge of the District Court for the City and County of Denver, State
      of Colorado select the Third Appraiser. The Third Appraiser, however selected,
      shall meet the qualifications set forth in subparagraph 5(e)(iii)[A] above,
      and
      shall be a person who has not previously acted in any capacity for either
      Landlord or Tenant.

    


    [C] On
      or
      before the tenth (10th) day after the Third Appraiser is appointed or selected,
      the first two appraisers shall each simultaneously submit in sealed envelopes
      his/her opinion of the fair market base rent at issue, together with any written
      arguments or data in support of said opinion(s), to the Third Appraiser. Within
      thirty (30) days after he/she is appointed or selected, the Third Appraiser
      shall determine the DOSFMRR by selecting one of the opinions submitted by the
      first two appraisers. The selection of the Third Appraiser shall be binding
      on
      Landlord and Tenant.

    


    (iv) 
Each
      party hereto shall pay the fees and expenses of the appraiser selected by such
      party, and the fees and expenses of the Third Appraiser shall be borne equally
      by Landlord and Tenant.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    6. Tenant’s
      Right to Expand Leased Premises.
      Tenant's Right to Expand Leased Premises provided in Article 62 of the Addendum
      to the Lease is terminated and null, void, and of no further
      effect.

    


    7. Renewal
      Option.
      The
      provisions of Article 63 of the Addendum to the Lease are amended and restated
      to provide in their entirety as follows:

    


    (a) 
Renewal
      Term.
      Tenant
      shall have the option to renew ("Renewal Option") this Lease for one additional
      term of five (5) years ("Renewal Term"), commencing upon the expiration of
      the
      initial Term of this Lease, on the condition that Tenant is not in default
      under
      the Lease as amended herein in any material respect at the time Tenant gives
      notice of exercise of its Renewal option or at the time of commencement of
      the
      Renewal Term. The Renewal shall be on all of the terms, covenants and conditions
      of the Lease as amended herein, except (i) there shall be no obligation to
      provide any tenant improvements, furniture, cabling or other Tenant allowance
      or
      to construct any tenant improvements, (ii) Landlord's Operating Expense
      Contribution for determining Tenant's obligations to pay Additional Rent
      pursuant to the provisions of Article 54 shall be changed to mean the total
      amount of Operating Expenses (on a per square foot of rentable area basis)
      incurred by Landlord during the Calendar Year in which the Renewal Term
      commences, (iii) there shall be no Right of First Offer or Right to Expand
      Leased Premises or further right to renew the Term of the Lease, and (iv) the
      annual Base Rent for the Leased Premises during the Renewal Term shall be the
      Renewal Term Fair Market Rental Rate ("RTFMRR") as defined in subparagraph
      7(b)
      below, at the time the Renewal Term begins. Tenant's Renewal Option may be
      exercised only by Tenant giving Landlord written notice of Tenant's election
      to
      exercise such option, at least nine (9) months prior to the end of the initial
      Term of the Lease, time being of the essence with respect to such
      notice.

    


    (b) 
Fair
      Market Rental Rate.

    


    (i) 
For
      the
      purposes of this Paragraph 7, the term "Renewal Term Fair Market Rental Rate"
      or
      "RTFMRR" for the Renewal Term shall mean an amount per square foot of the
      rentable area of the Leased Premises per annum, reasonably determined by
      Landlord by reference to the market for comparable space (including the extent
      and condition of the build-out in the Building.

    


    [A] commencing
      on the commencement date of the Renewal Term,

    


    [B] providing
      for no free rent, a tenant finish allowance equal to the value of the tenant
      improvements in place upon the Leased Premises to a prospective tenant as of
      the
      commencement date of the Renewal Term, and

    


    [C] otherwise
      on all of the terms and conditions of the Lease as amended herein, including
      the
      Tenant's obligation to pay Tenant's Proportionate Share of Operating Expenses
      in
      accordance with the provisions of Article 54 of the Lease using a Landlord’s
      Operating Expense Contribution in the amount to be adjusted.

    


    (ii) 
Landlord
      shall deliver to Tenant its proposed RTFMRR for the Renewal Term within thirty
      (30) days after Landlord's receipt of notice of Tenant's election to exercise
      its option to renew ("Renewal Notice"). Landlord and Tenant shall use reasonable
      good faith efforts to mutually agree upon the RTFMRR within thirty (30) days
      after Tenant's delivery of the Renewal Notice.

    


    (iii) 
In
      the
      event Landlord and Tenant cannot agree upon the RTFMRR for the Renewal Term
      within the thirty (30) day period described in subparagraph 7(b)(ii) the RTFMRR
      shall be determined by appraisal, said appraisal shall be conducted in
      accordance with the following procedures:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    [A] Within
      twenty (20) days after receipt of a notice to appraise given by either party,
      Landlord and Tenant shall each select a real estate appraiser, who shall be
      a
      member of the American Institute of Real Estate Appraisers, and who shall have
      at least five (5) years appraisal experience with respect to commercial and
      office rental properties in the central business district of Denver, Colorado.
      If one of the parties hereto fails to appoint an appraiser within the time
      period prescribed, then the single appraiser appointed shall be the sole
      appraiser and shall determine the RTFMRR. If two appraisers are appointed,
      they
      shall have thirty (30) days from the date the second appraiser is appointed
      (the
      "30-day Appraisal Period") within which to agree upon the RTFMRR. The
      appraiser(s) shall be advised that the determination of the RTFMRR shall be
      governed by the definitions of same set forth in this subparagraph 7(b). The
      determination by the two appraisers of the RTFMRR shall be binding on Landlord
      and Tenant.

    


    [B] If
      the
      two appraisers appointed by the parties hereto are unable to agree upon the
      RTFMRR within the 30-day Appraisal Period, then said appraisers shall attempt,
      within ten (10) days after the expiration of the 30-day Appraisal Period, to
      select a third appraiser (the "Third Appraiser"). If the first two appraisers
      are unable to agree on the Third Appraiser within the ten (10) day period
      prescribed in the immediately preceding sentence, either Landlord or Tenant,
      by
      giving ten (10) days notice to the other party hereto, shall request that the
      presiding judge of the District Court for the City and County of Denver, State
      of Colorado select the Third Appraiser. The Third Appraiser, however selected,
      shall meet the qualifications set forth in subparagraph 7(b)(iii)[A] above,
      and
      shall be a person who has not previously acted in any capacity for either
      Landlord or Tenant.

    


    [C] On
      or
      before the tenth (10th) day after the Third Appraiser is appointed or selected,
      the first two appraiser shall each simultaneously submit in sealed envelopes
      his/her opinion of the fair market base rent at issue, together with any written
      arguments or data in support of said opinion(s), to the Third Appraiser. Within
      thirty (30) days after he/she is appointed or selected, the Third Appraiser
      shall determine the RTFMRR by selecting one of the opinions submitted by the
      first two appraisers. The selection of the Third Appraiser shall be binding
      on
      Landlord and Tenant.

    


    [D] Each
      party hereto shall pay the fees and expenses of the appraiser selected by such
      party, and the fees and expenses of the Third Appraiser shall be borne equally
      by Landlord and Tenant.

    


    8. Parking.
      The
      first paragraph (after the lead-in provision) of the Parking Agreement attached
      as Exhibit
      D
      to the
      Lease is amended and restated as of August 1, 2007 to provide in its entirety,
      as follows:

    


    The
      Building in which the Leased Premises are located contains a parking garage
      for
      the benefit of tenants and the general public (hereinafter called "Parking
      Garage"). Landlord does not operate or manage the Parking Garage, but maintains
      a management agreement with an independent contractor (hereinafter called
      "Operator") for the management and operation of the Parking Garage. In order
      to
      rent parking spaces in the Parking Garage, Tenant must contract separately
      with
      the Operator for such rentals. Landlord shall reserve for Tenant and Tenant
      shall have a non-assignable option to rent from the Operator two (2) unreserved
      parking spaces and eight (8) reserved parking spaces (collectively, the "Parking
      Spaces") located in the Parking Garage at the prevailing market rates posted
      by
      the Operator from time to time during the Term of the Lease. Tenant shall
      exercise its option to rent the Parking Spaces on or before August 31, 2007
      by notifying the Operator in writing. The Parking Agreement attached as Exhibit
      D shall remain in effect in the event Tenant exercises the Renewal
      Option.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    9. Temporary
      Leased Premises.
      Landlord agrees to make available for Tenant’s occupancy (i) approximately 656
      square feet of rentable area located on the seventeenth (17th) floor of the
      Building which is depicted on Exhibit
      A-4
      attached
      hereto and incorporated herein by this reference (the "17th Floor Temporary
      Leased Premises"), and (ii) approximately 2,000 square feet of rentable area
      located on the eighteenth (18th) floor of the Building which is depicted on
      Exhibit
      A-4
      attached
      hereto (the “18th Floor Temporary Leased Premises”). Tenant shall be permitted
      to occupy the 17th Floor Temporary Leased Premises commencing April 15, 2007
      or
      such earlier date if the 17th Floor Temporary Leased Premises are available
      (the
      "17th Floor Temporary Leased Premises Commencement Date"), and the 18th Floor
      Temporary Leased Premises commencing March 1, 2007 (the "18th Floor Temporary
      Leased Premises Commencement Date") and continuing through and until that date
      (the "Temporary Leased Premises Expiration Date") which is the second (2nd)
      business day to occur after the Substitute Leased Premises Commencement Date.
      As
      of the 17th Floor Temporary Leased Premises Commencement Date (with respect
      to
      the 17th Floor Temporary Leased Premises) and as of the 18th Floor Temporary
      Leased Premises (with respect to the 18th Floor Temporary Leased Premises),
      the
      17th Floor Temporary Leased Premises and 18th Floor Temporary Leased Premises
      (collectively referred to herein as the "Temporary Leased Premises") shall
      constitute additional Leased Premises through and until the Temporary Leased
      Premises Expiration Date upon and subject to all of the terms, covenants and
      conditions of the Lease as amended herein, with the exception that Tenant shall
      not be obligated to pay any Base Rent or Additional Rent with respect to the
      Temporary Leased Premises. Tenant agrees to accept the Temporary Leased Premises
      in its "AS IS" condition without any obligation upon Landlord to complete
      improvements to the Temporary Leased Premises or to provide any allowance for
      the completion of such improvements. On or before the Temporary Leased Premises
      Expiration Date, Tenant shall completely vacate and redeliver the Temporary
      Leased Premises to Landlord in the same condition it was in on the 17th Floor
      Temporary Leased Premises Commencement Date (with respect to the 17th Floor
      Temporary Leased Premises) and on the 18th Floor Temporary Leased Premises
      Commencement Date (with respect to the 18th Floor Temporary Leased Premises),
      reasonable wear and tear excepted. In the event Tenant fails to vacate the
      Temporary Leased Premises on or before the Temporary Leased Premises Expiration
      Date, (i) Tenant shall be deemed a tenant at sufferance, (ii) Tenant shall
      pay
      to Landlord the amount of $500.00 per day for each day Tenant fails to vacate
      the Temporary Leased Premises after the Temporary Leased Premises Expiration
      Date, and (iii) Landlord shall be permitted to exercise any and all legal and
      equitable remedies including but not limited to the eviction of Tenant and
      a
      claim for any damages (including consequential damages) incurred by Landlord
      as
      result of Tenant's failure to vacate the Temporary Leased Premises on or before
      the Temporary Leased Premises Expiration Date.

    


    10. Tenant's
      Cabling Allowance.
      Provided Tenant performs all of its obligations under the Lease as amended
      herein, Landlord agrees to provide Tenant with an allowance for the installation
      of cabling to service Tenant's equipment in the Substitute Leased Premises
      in
      the amount of $6,191.00 ("Tenant's Cabling Allowance"). Landlord agrees to
      pay
      the Tenant's Cabling Allowance to Tenant within thirty (30) days after the
      occurrence of the Substitute Leased Premises Commencement Date.

    


    11. Substitution
      of Other Premises.
      Landlord's right to substitute the Existing Premises as provided in Article
      53
      of the Lease is terminated and null, void and of no further effect.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    12. Real
      Estate Broker.
      Landlord and Tenant acknowledge and agree that: (i) Landlord has been
      represented in connection with this First Amendment by Amerimar Realty
      Management Co.-Colorado (“Amerimar”) and by Silverbrae Holdings, Inc. (Garth R.
      D. Tait and Heidi McKernan) (“Silverbrae”) as Landlord*s
      agent,
      and (ii) Tenant has been represented in connection with this First Amendment
      by
      Staubach Company (Lindsay Brown) ("Staubach") as Tenant*s
      agent.
      Tenant agrees to indemnify, defend and hold Landlord harmless from and against
      any claims, for a commission or other compensation in connection with this
      First
      Amendment, made by any broker or finder (other than Staubach) who claim to
      have
      dealt with or communicated to Tenant in connection with this First Amendment,
      provided that Landlord has not in fact retained such broker or finder. Landlord
      agrees to pay Amerimar, Silverbrae and Staubach pursuant to the terms of
      separate agreements, for their services rendered in connection with this First
      Amendment.

    


    13. Reaffirmation
      of Lease Terms.
      Tenant
      and Landlord agree that the terms, covenants and conditions of the Lease shall
      remain and continue in full force and effect as amended herein. Each of Landlord
      and Tenant confirms that it is in compliance with the Lease provisions and
      the
      neither Tenant nor Landlord has any defenses, claims or offsets against the
      other as of the date hereof. As of the date hereof, Tenant waives and releases
      Landlord and its agents and employees, from any and all claims, demands,
      damages, actions, causes of action, or suits of any kind or nature whatsoever,
      known or unknown, arising out of or in connection with the Lease and/or use
      or
      occupancy of the Initial Leased Premises prior to the date hereof. Except as
      specifically modified in this First Amendment, the Lease remains in full force
      and effect. If there is any conflict between the terms and provisions of this
      First Amendment and the terms and provisions of the Lease, the terms and
      provisions of this First Amendment shall govern.

    


    14. Tenant's
      Representations Concerning Assignment and Sublease.
      Tenant
      represents and warrants to Landlord that (i) there are no subleases, assignments
      or other agreements between the Tenant and any third party concerning or
      affecting the Lease or the Initial Leased Premises or any portion thereof;
      and,
      (ii) Tenant has not assigned, conveyed, pledged or granted any interest in
      the
      Lease or any portion of the Initial Leased Premises to any person or
      entity.

    


    15. Governing
      Law.
      The
      governing law of this First Amendment and all provisions hereunder shall be
      governed by and construed in accordance with the laws of the State of
      Colorado.

    


    16. Complete
      Agreement.
      This
      First Amendment contains all agreements, understandings and arrangements between
      the parties hereto with regard to the matters described herein.

    


    17. Benefit.
      Subject
      to the limitations on Tenant's assignment and subleasing provided in the Lease,
      this First Amendment shall inure to the benefit of and be binding upon the
      parties hereto and their respective successors and assigns.

    


    18. Counterparts.
      This
      First Amendment may be executed in two (2) or more counterparts, each of which
      shall be deemed an original, but all of which shall constitute one and the
      same
      agreement.

    


    19. Binding
      Effect.
      This
      First Amendment becomes effective only upon the execution by Landlord and
      Tenant.

    


    20. Definitions.
      All
      capitalized terms used herein, but not defined herein, shall have the same
      meanings given to such terms in the Lease unless otherwise
      indicated.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
      duly
      executed as of the day and year first above written.

    


    


    
      	 	
              LANDLORD:

            
	 	 	 
	 	
              DENVER
                PLACE ASSOCIATES LIMITED

            
	 	
              PARTNERSHIP,
                a Delaware limited partnership

            
	 	 	 
	 	
              By:

            	
              Amerimar
                Realty Management Co.-Colorado, 

            
	 	 	 
	 	
               

            	
              
                By:  
                  Amerimar Realty Management Co.-

              

            
	 	
            	
                      
                Pennsylvania, its general partner,

            
	 	 	 
	 	
               

            	
              
                       
                   By: ARC-Management Co., Inc.,

              

            
	 	
            	       
                      its general
              partner
	 	 	 
	 	 	 
	
              Date:
                3/20/07                        
                

            	
               

            	
                      
                By: /s/ David G.
                Marshall                                       

            
	 	
            	
                       
                      David G. Marshall,
                President

            
	 	 	 
	 	 	 
	 	 	 
	 	
              TENANT:

            
	 	 	 
	 	
              RANCHER
                ENERGY CORP., a Nevada corporation

            
	 	 	 
	 	 	 
	
              
                Date:
                  3/6/07              
                            
                  

              

            	
              By:
                /s/ John
                Works                                                                   
                

            
	 	
                    
                President and CEO              (Title)
                

            


    

    


    


    
      
        
        

      

      
        12