Exhibit 10.3


                       AMENDMENT NO. 1 TO LEASE AGREEMENT

      This Amendment No. 1 to Lease Agreement (the "Amendment") is made and
entered into as of the 28th day of February, 2006 (the "Effective Date") by and
between Greenman Technologies of Georgia, Inc., a Georgia corporation (the
"Lessee") and Mart Management, Inc., a New Hampshire corporation (the
"Landlord"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Original Lease (as hereinafter
defined).

                              W I T N E S S E T H:

      WHEREAS, pursuant to the terms of that certain Lease Agreement entered
into between Lessee and WTN Realty Trust, William T. Novelline, Trustee, dated
March 29, 2001, as assigned to Mart Management, Inc. by that certain Assignment
of Lease, dated December 3, 2002 (as assigned and as amended, the "Original
Lease"), Landlord leased and demised to Lessee, and Lessee rented, leased and
accepted from Landlord the building, fixtures and land located at 138 Sherrell
Avenue, Jackson, Butts County, Georgia 30233 (the "Premises"), subject to and in
accordance with the terms and provisions of the Original Lease; and

      WHEREAS, the Lessee and the Landlord desire to amend the terms of the
Original Lease as further provided herein.

      NOW, THEREFORE, for the mutual covenants and agreements hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Lessee and the Landlord mutually covenant
and agree that the Original Lease shall be amended as follows:

      1. Term of Lease. Section Two of the Original Lease is hereby amended by
inserting the following after the first sentence thereof:

      "Notwithstanding the foregoing, Lessee shall have the right to terminate
this lease at any time upon one hundred eighty (180) days written notice to
Lessor. In the event of such termination by Lessee, (1) the Lessee shall
continue to be obligated to pay rent for the period of time described in Section
Three below; and (2) the Lessor shall be obligated to commence the listing of
the premises for sale and lease as promptly as practical after receipt of a
notice from Lessee of such termination."

      2. Rent. Section Three of the Original Lease is hereby amended by deleting
the first paragraph in its entirety and replacing it with the following:

      "LESSEE shall pay to LESSOR rent as follows:

      Lessee shall pay Lessor for the use and occupancy of the demised premises,
at the annual rate rental of $211,700.00 payable in equal monthly installments
in advance on the first day of each month for that month's rental, beginning on
April 1, 2001, which rental rate shall continue for the duration of the term. In
addition, in the event that Lessee terminates this lease agreement pursuant to
Section Two hereof, Lessee agrees that it shall continue to pay rent until the
earlier to occur of (1) the sale by the Lessor of the demised premises; (2) the
date on which Lessor begins leasing the demised premises to a new tenant; or (3)
thirty-six (36) months from the date on which Lessee vacates the property in a
compliant manner pursuant to the terms of the Original Lease."
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      3. Miscellaneous.

            a. The obligations of this Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
lawful assigns.

            b. This Amendment contains the entire agreement of the parties
relating to the amendment of the Original Lease and the obligations of the
parties in connection therewith.

            c. This Amendment shall be governed by and construed in accordance
with the laws of the State of Georgia.

      4. Original Lease. The Original Lease shall remain in full force and
effect as amended hereinabove.

      IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of
the Effective Date.

                                            LESSEE:

                                            GREENMAN TECHNOLOGIES OF
                                            GEORGIA, INC.

                                            By:________________________________
                                               Name:
                                               Title:

                                            LESSOR:

                                            MART MANAGEMENT, INC.

                                            By:________________________________
                                               Name:
                                               Title: