AMENDMENTNO. 1 dated February 22, 2005, to the Contract dated January 12, 2005 by andbetween ECOIDEA S.R.L., ELECTRONIC SOLAR S.R.L., EUROPEAN WASTE SOLUTION, LTD.,L&R ENERGY COMPANY LLC (collectively hereinafter referred to as the"PARTIES") and NATHANIEL ENERGY CORPORATION (hereinafter referred to as"NATHANIEL").

WHEREAS,the PARTIES and NATHANIEL are parties to a contract dated January 12, 2005(hereinafter referred to as the "CONTRACT").

WHEREAS,the PARTIES and NATHANIEL desire to amend the CONTRACT upon the terms andconditions set forth herein.

NOWTHEREFORE, the PARTIES and NATHANIEL hereby agree as follows:

1.                   Definitions.  Capitalized Terms used and not defined herein shallhave the meanings ascribed to them in the CONTRACT.

2.                   Amendment of Completion Dates.

(a)               The date upon which GASIFIER Unit No. 2 must be completed and tested as setforth in Section 3.1 of the CONTRACT is hereby amended from on or before January31, 2005 to on or before June 30, 2005 unless changed by mutual agreement of thePARTIES and NATHANIEL.

(b)               The date upon which GASIFIER Unit No. 1 must be completed and tested as setforth in Section 3.1 of the CONTRACT is hereby amended from on or beforeFebruary 28, 2005 to on or before June 30, 2005 unless changed by mutualagreement of the PARTIES and NATHANIEL.

3.                   Amendment of Insufficient Energy Output.

(a)               Section 3.6 of the CONTRACT is hereby amended and replaced with thefollowing:

If steamoutput is more than 15% lower than the guaranteed output, in accordance with theterms set forth in Section 3.3 of the CONTRACT, the penalty shall be a paymentreduction to NATHANIEL of 1% of $1,451,000 for every 1% more than the 15% lowersteam output.  For example, if the steam output is 16% lower than theguaranteed output, in accordance with the terms set forth in Section 3.3 of theCONTRACT, the total payment of $1,451,000 as set forth in Section 1.1 and 3.5 ofthe CONTRACT shall be reduced by $14,510.

4.                   Payment of Advance to Nathaniel.

(a)               At the signing of this Amendment No. 1 to the CONTRACT, (hereinafter referred toas the "AMENDMENT") ECOIDEA, on behalf of L&R and as partial payment of thecredit assignments detailed in the Agreement, will pay NATHANIEL U.S. $50,000followed by an additional $250,000 on or before March 15, 2005 as a secondinstallment of the contract price set forth in the Gasifier Agreement. Thispayment will occur by means of a wire transfer made to the account numberspecified by NATHANIEL.

(b)               The payment due to NATHANIEL in the regard to GASIFIER Unit No. 2 in Section1.2(b) of the CONTRACT shall be revised from U.S. $750,000 to U.S. $450,000 uponNATHANIEL’s receipt of, and to account for, the U.S. $300,000 payment set forthin Section 4 (a) of this AMENDMENT.

5.                   Technical Assistance and Support. 

Inaddition to the provisions set forth in Section 1.4 of the CONTRACT thefollowing provisions are added:

(a)               Commencing on completion of the Analysis and Report as defined in Section 6below and upon mutual agreement between the PARTIES and NATHANIEL, NATHANIELshall provide up to (1) qualified engineer and (1) technical person on-site atthe PLANT who will rotate with each other to provide technical assistance forthe final start-up of the GASIFIERS.

(b)               The PARTIES shall pay NATHANIEL U.S. $40,000 per month for the technicalassistance and support set forth in Section 5 (a) of this AMENDMENT.  Eachmonthly amount shall be paid to NATHANIEL in advance by no later than the 1stday of each month.  (Removed start date)  Such payments shall be madeby means of wire transfers made to the account number specified byNATHANIEL.

6.                   Analysis and Report.  NATHANIEL shall arrange for two (2) powerplant experts to inspect the PLANT during the first week of March 2005 andprovide a report and analysis to NATHANIEL and ECOIDEA on potential improvementsto the PLANT that may be considered by the PARTIES and NATHANIEL.

7.                   Full Force and Effect of the Contract and Amendment.  The CONTRACT,as amended by this AMENDMENT shall continue in full force and effect inaccordance with the terms of the CONTRACT, as amended by the AMENDMENT.

8.                   Contractual Document.  This AMENDMENT, drawn up in five originals,one of each of the undersigned parties, consists of 2 (two) pages and 8 (eight)sections, including the present one, and is initiated in the margins by theundersigned parties, and signed below.

Eachoriginal copy of the present AMENDMENT contains the Italian version of the textand its English translation.  In the event of any inconsistency ordifference, the parties agree that the original ENGLISH text will prevail.