Exhibit 10.1
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                AMENDMENT NO. 1 TO SECURITIES EXCHANGE AGREEMENT

         THIS   AMENDMENT  NO.  1  TO  SECURITIES   EXCHANGE   AGREEMENT   (this
"Amendment")  is entered into as of the 6th day of October,  2003 by and between
GROEN BROTHERS  AVIATION,  INC., a Utah  corporation (the "Company") and CAPITAL
STRATEGIES FUND, LTD, a British Virgin Islands company ("Capital").

                                    RECITALS:

         WHEREAS, the Company and Capital are parties to that certain Securities
Exchange Agreement, dated as of February 4, 2002 (the "Exchange Agreement");

         WHEREAS,  in  connection  with the grant of authority to the Company by
Capital for the Company to amend its  Articles of  Incorporation  in the form of
the  Second  Amendment  to  the  Company's  Amended  and  Restated  Articles  of
Incorporation,  Capital has requested that the Company  provide to Capital,  and
the  Company has agreed to provide to Capital,  certain  financial  reports on a
more frequent basis than is currently required by the Exchange Agreement;

         NOW,  THEREFORE,  in consideration of good and valuable  consideration,
the  receipt,  sufficiency  and adequacy of which are hereby  acknowledged,  the
Company and Capital, intending to be legally bound, hereby agree as follows:

         1. Recitals;  Capitalized  Terms.  The foregoing  recitals are true and
correct and are incorporated herein by this reference,  as if set forth in their
entirety.  Any  capitalized  term not defined in this  Amendment  shall have the
meaning ascribed to it in the Exchange Agreement.

         2. Amendment of Section 6.3 of the Exchange  Agreement.  Section 6.3 of
the  Exchange  Agreement  is hereby  amended by  replacing  such  Section in its
entirety with the following text:

              "6.3.  Information  Rights.  Capital shall be entitled to receive,
and the Company  shall mail to Capital,  at the times  specified,  the following
reports:

                     (a) as soon as  available,  and in any event within  thirty
(30) days after the end of each calendar  month, a balance sheet for the Company
as of the end of such month and the related  statements  of income,  prepared in
accordance  with  generally  accepted  accounting  principles,  as  consistently
applied,  and  certified  by an officer  of the  Company  as true,  correct  and
complete to the best of his knowledge and belief;

                     (b) as soon as  available,  and within forty five (45) days
after the end of each  quarter  or,  following  the  filing of SEC Form  12b-25,
within the timeframe of an extension for the filing of the Company's  10-QSB,  a
balance  sheet for the  Company as of the end of such  quarter  and the  related
statements of income,  shareholder's equity and cash flows for the year to date,
prepared  in  accordance  with  generally  accepted  accounting  principles,  as
consistently  applied,  and  certified  by an  officer  of the  Company as true,
correct and complete to the best of his knowledge and belief;


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                     (c) as soon as  available  and in any event  within  ninety
(90) days after the end of each fiscal year of the  Company,  or  following  the
filing of SEC Form 12b-25,  within the  timeframe of an extension for the filing
of the  Company's  10-KSB,  a balance sheet of the Company as of the end of such
fiscal year and the related statements of income,  shareholders' equity and cash
flows for the fiscal year then  ended,  prepared in  accordance  with  generally
accepted  accounting  principles  and  audited by a firm of  independent  public
accountants;

                     (d) promptly after the commencement thereof,  notice of all
actions,  suits,  claims,  proceedings,  investigations  and inquiries  that are
likely to materially adversely affect the Company or any of its subsidiaries;

                     (e) promptly upon sending,  making available or mailing the
same,  all press  releases,  reports and financial  statements  that the Company
sends or makes available to its shareholders; and

                     (f)  promptly,  from  time to  time,  such  other  material
information regarding the business, prospects, financial condition,  operations,
property or affairs of the Company and its  subsidiaries  as Capital  reasonably
may request.

         Notwithstanding the foregoing, if at any time the Company believes that
any of the information to be provided pursuant to subsections 6.3(a), (d) or (f)
above would involve the production of "material inside information", the Company
shall immediately inform Capital of such belief and afford Capital the option to
decline  receipt  of any  such  information  until  it is no  longer  considered
"material inside information" by the Company.  Capital acknowledges that it will
not  trade  in  the  Company's  securities  on  the  basis  of  material  inside
information in violation of applicable securities laws. 3. Ratification.  Except
as specifically  provided in this Amendment,  the Exchange Agreement is ratified
and confirmed as written.

         4.  Conflict.  In the  event of any  conflict  between  the  terms  and
conditions  set  forth in the  Exchange  Agreement  and  those set forth in this
Amendment, the terms and conditions of this Amendment shall control.

         5.  Execution in  Counterparts.  This  Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and both of which when taken together shall  constitute
one and the same agreement.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


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         IN WITNESS  WHEREOF,  this  Amendment has been duly signed on behalf of
the Company and Capital as of the day and year first above written.

                                        GROEN BROTHERS AVIATION, INC.


                                        By:___________________________
                                        Name:
                                        Title:


                                        CAPITAL STRATEGIES FUND, LTD.

                                        By:  Westford Asset Management, LLC,
                                                 Investment Manager


                                        By:___________________________
                                        Name:
                                        Title:




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