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                                LETTER AGREEMENT
                                      AND
                        AMENDMENT TO EMPLOYMENT AGREEMENT


This LETTER AGREEMENT and AMENDMENT to EMPLOYMENT AGREEMENT ("Employment
Amendment") is being entered into by and between LAKOTA TECHNOLOGIES, INC.
("Lakota"), a Colorado corporation and successor in interest to Lakota Energy,
Inc, a Colorado corporation, and the sole shareholder of 2-Infinity.com, Inc., a
Texas corporation, with Lakota having its principal offices situated in Harris
County, Texas; and MAJED JALALI, an individual, principal officer, director and
shareholder of Lakota, whose principal residence is situated in Harris County,
Texas ("Jalali").

WHEREAS, Jalali and 2-Infinity.com, Inc. entered into an Employment Agreement on
or about June 1, 1999, which established certain rights, duties and obligations
between the parties, a true and correct copy of which is attached hereto and
made a part hereof as Exhibit "A"; and

WHEREAS, all of the outstanding shares of 2-Infinity.com, Inc. were subsequently
transferred to and acquired by Lakota Energy, Inc., thereby establishing
2-Infinity.com, Inc. as a wholly owned subsidiary of Lakota Energy, Inc.; and

WHEREAS, at the Annual Meeting of the Shareholders of Lakota Energy, Inc. held
on July 16, 1999, the shareholders of the corporation approved a resolution to
change the name of the corporation from Lakota Energy, Inc. to Lakota
Technologies, Inc.; and thereafter authorized the filing of Articles of
Amendment to the corporation's Articles of Incorporation, which were filed with
the Colorado Secretary of State's office on August 4, 1999 in compliance with
the shareholder resolution approved on July 16, 1999, thereby changing the name
of the corporation to Lakota Technologies, Inc. ("Lakota"); and

WHEREAS, the parties hereto have agreed to amend certain provisions of the
Employment Agreement between Jalali and 2-Infinity.com, Inc. (a wholly owned
subsidiary of Lakota), to assign said Employment Agreement to Lakota
Technologies, Inc., and to hereby agree that all remaining terms and conditions
contained in the Employment Agreement, as hereby amended and assigned, shall
remain in full force and effect, and by virtue of this amendment, are hereby
ratified and confirmed by the parties hereto as of the date hereof.

NOW, THEREFORE, for and in consideration of the premises, mutual benefits,
covenants and agreements contained herein, Lakota and Jalali do hereby agree as
follows:

                                       I.

         The parties hereto agree, that the "Base Salary Amount" described under
Article 1(a) in the Employment Agreement dated and effective as of June 1, 1999,
is hereby amended by deleting the original salary amount of "$96,000.00", and
replacing that figure with the amended sum of "$325,000.00", effective as of
March 1, 2000. All other terms and conditions remain unchanged.

                                       II.

         In consideration of Jalali's performance during the first nine (9)
months of the Employment Agreement, as both a bonus and inducement to remain
employed by Lakota under the terms of the Employment Agreement, as amended
hereby, Jalali shall be issued a one-time cash bonus payment of fifty-thousand
dollars ($50,000), to be paid on or before March 1, 2000.

                                      III.


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         All of the rights, duties and obligations of 2-Infinity.com, Inc., as
contained in the Employment Agreement, as amended hereby, are hereby assigned in
full, for the duration of the term of the Employment Agreement, to Lakota, in
its own right, and not as the sole shareholder of 2-Infinity.com, Inc.

                                       IV.

         All other terms and conditions contained in the Employment Agreement
attached hereto as Exhibit "A", shall remain in full force and effect, and the
parties hereto ratify and confirm the terms and conditions of the Employment
Agreement, as amended hereby, as of the date hereof.

                                       V.

         This Employment Amendment and the terms and conditions of the
Employment Agreement have been negotiated and executed in Harris County, Texas,
and shall be construed and enforced in accordance with the laws of the State of
Texas.

                                       VI.

         This Employment Amendment to the Employment Agreement attached hereto
as Exhibit "A", may be executed in multiple counterparts, each of which shall be
deemed and original, but all of which together shall constitute one and the same
instrument.

         IN WITNESS WHEREOF, this Employment Amendment consisting of two (2)
pages, has been executed by the parties hereto in multiple copies, as of the
date(s) indicated below, but to be effective for all purposes as of March 1,
2000.


LAKOTA TECHNOLOGIES, INC.                   ATTEST/SEAL;
("Lakota")



By: /s/ Patrick C. Morgan                   By: /s/ Patrick C. Morgan
   ------------------------------              --------------------------------
Name:  Patrick C. Morgan                    Name:  Patrick C. Morgan
Title: Director                             Title:  Corporate Secretary
Date:  February 10, 2000

MAJED JALALI ("Jalali")                     WITNESS:


/s/ Majed Jalali                            /s/ Candus Morgan
---------------------------------           -----------------------------------
Majed Jalali                                 Name: Candus Morgan

Date: February 10, 2000





ATTACHMENT:    EXHIBIT "A" (Employment Agreement dated June 1, 1999)


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