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Exhibit 10.4    
  


FIRST LEASE AMENDMENT  


        THIS FIRST LEASE AMENDMENT (the "Amendment") is executed this 12th day of April, 2000 (the "Execution Date"), effective as of the 1st day of March,
2000 (the "Effective Date"), by and between DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership ("Landlord"), and GAIAM, INC., a Colorado corporation ("Tenant"). 


W I T N E S S E T H:  


        WHEREAS, Landlord and Tenant entered into a certain lease dated December 16, 1999 (the "Lease"), whereby Tenant leased from Landlord certain premises
consisting of approximately 208,120 square feet of space (the "Leased Premises") located in a building commonly known as World Park at Union Centre, Building No. 8, located at 9107 Meridian
Way, Cincinnati, Ohio 45069; and 


        WHEREAS,
Tenant requested that Landlord make additional tenant finish improvements in the Leased Premises, and Landlord agreed to make such additional tenant finish improvements and to
amortize the cost of such tenant finish improvements into the rent; and 


        WHEREAS,
Landlord and Tenant desire to amend the Minimum Annual Rent and Monthly Rental Installments to include the costs of such tenant finish improvements; and 


        WHEREAS,
Landlord and Tenant desire to extend the Lease Term; and 


        WHEREAS,
Landlord and Tenant desire to amend certain provisions of the Lease to reflect such amortization, extension, changes and additions to the Lease; 


        NOW,
THEREFORE, in consideration of the foregoing premises, the mutual covenants herein contained and each act performed hereunder by the parties, Landlord and Tenant hereby agree that
the Lease is amended as follows: 


        1.    Incorporation of Recitals.    The above recitals are hereby incorporated into this Amendment as if fully set
forth herein. 


        2.    Extension of Lease Term.    The Lease Term is hereby extended through March 31, 2006. 


        3.    Amendment of Section 1.01. Basic Lease Provisions and Definitions.    Commencing on the Effective Date,  Section 1.01 of the Lease is hereby amended by deleting subsections D, E and G and substituting the following in lieu thereof:
 


	"D.
	Minimum
Annual Rent: 






	March 1, 2000—March 31, 2000	 	$0.00 (1 month)*
	April 1, 2000—February 28, 2001	 	$528,935.00 (11 months)*
	March 1, 2001—February 28, 2002	 	$769,632.00 per year
	March 1, 2002—February 28, 2003	 	$769,632.00 per year
	March 1, 2003—February 29, 2004	 	$769,632.00 per year
	March 1, 2004—February 28, 2005	 	$769,632.00 per year
	March 1, 2005—February 28, 2006	 	$769,632.00 per year
	March 1, 2006—March 31, 2006	 	$64,136.00 (1 month);








 


	E.
	Monthly
Rental Installments: 






	March 1, 2000—March 31, 2000	 	$0.00 (1 month)*
	April 1, 2000—February, 28 2001	 	$48,085.00 per month
	March 1, 2001—March 31, 2006	 	$64,136.00 per month;







	*
	Tenant's
Proportionate Share, Minimum Annual Rent and Monthly Rental Installments through February 28, 2001 (Year 1) are calculated based on 151,360 square feet of the
Leased Premises.



	G.
	Lease
Term: Though March 31, 2006;" 



        4.    Amendment of Section 2.02. Construction of Tenant
Improvements.    Section 2.02 of the Lease is hereby amended by substituting  Exhibit B-1, attached
hereto and incorporated herein by reference, in lieu of  Exhibit B attached to the Lease. 


        5.    Tenant's Representations and Warranties.    The undersigned represents and warrants to Landlord that
(i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the
execution of the Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and
delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority. 


        6.    Examination of Amendment.    Submission of this instrument for examination or signature to Tenant does not
constitute a reservation or option, and it is not effective until execution by and delivery to both Landlord and Tenant. 



        7.    Definitions.    Except as otherwise provided herein, the capitalized terms used in the Amendment shall have the
definitions set forth in the Lease. 


        8.    Incorporation.    This Amendment shall be incorporated into and made a part of the Lease, and all provisions of
the Lease not expressly modified or amended hereby shall remain in full force and effect.

 




        IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed on the Execution Date, effective as of the Effective Date. 



	

WITNESSES:	
 	

LANDLORD:
	

/s/  STEVE DENISON      
 Steve Denison	
 	

DUKE-WEEKS REALTY LIMITED PARTNERSHIP, an Indiana limited partnership
	

/s/  ANGELA ARBINO      
 Angela Arbino	
 	

By:	
 	

Duke-Weeks Realty Corporation, its general partner
	

 	
 	

By:	
 	

/s/  ROBERT D. FESSLER      
 Robert D. Fessler

Senior Vice President
	

WITNESSES:	
 	

TENANT:
	

/s/  JANET MATHEWS      
 Janet Mathews	
 	

GAIAM, INC., a Colorado corporation
	

/s/  CARRIE ULRICH      
	
 	

By:	
 	

/s/  MARK LIPIEN      

	Carrie Ulrich	 	Printed:	 	Mark Lipien
	 	 	Title:	 	Vice President







 



	STATE OF OHIO	 	)	 	 
	 	 	) SS:	 	 
	COUNTY OF HAMILTON	 	)	 	 





        Before
me, a Notary Public in and for said County and State, personally appeared Robert D. Fessler, by me known and by me know to be the Senior Vice President of Duke-Weeks
Realty Corporation, an Indiana corporation, the general partner of Duke-Weeks Realty Limited Partnership, an Indiana limited partnership, who acknowledged and execution of the foregoing
"First Lease Amendment" on behalf of said partnership. 


        WITNESS
my hand Notarial Seal this 12th day of April, 2000. 



	(NOTARY SEAL)	 	/s/  ROSE ANDRIACCO      
 Notary Public

Rose Andriacco

Notary Public, State of Ohio

My Commission Expires March 8, 2005

My County of Residence: Clermont.





	STATE OF COLORADO	 	)	 	 
	 	 	) SS:	 	 
	COUNTY OF BOULDER	 	)	 	 





        Before
me, a Notary Public in and for said County and State, personally appeared Mark Lipien, by me known and by me known to be the Vice President of Gaiam, Inc., a Colorado
corporation, who acknowledged the execution of the foregoing "First Lease Amendment" on behalf of said corporation. 


        WITNESS
my hand Notarial Seal this 8th day of March, 2000. 



	 	 	/s/  CHELLI L. SMITH      
 Notary Public

Chelli L. Smith

Notary Public, State of Colorado

My Commission Expires April 12, 2000

My County of Residence: Boulder.














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Exhibit 10.4