Exhibit 10.1
                                  ------------


                                    AMENDMENT
                                     TO THE
                         COMMON STOCK PURCHASE AGREEMENT
                             DATED NOVEMBER 7, 2000


         This Amendment to the Stock Purchase  Agreement  Dated November 7, 2000
(this  "Amendment")  is made as of  December  15,  2003,  by and  between  Groen
Brothers  Aviation,  Inc., a Utah  corporation  (the  "Company")  and Michael S.
Sachs, or his assigns (the "Purchaser").

         WHEREAS,  the Company desires to extend the date at which the Purchaser
can "put" his shares to the Company, and

         WHEREAS,  in exchange for the  extension,  the Company  agrees to a 15%
(fifteen percent) annual increase in the "put price" and/or "optional redemption
price" of the shares, and

         WHEREAS,  the  Purchaser  is  willing  to grant  the  herein  described
extension and increases in the price;

         WHEREAS, both parties to this Agreement recognize that the market price
for GNBA  common  stock is  volatile  and that  during the period from now until
November 6, 2005,  it may go as high as $20.00 or higher,  and/or as low as $.01
or lower;

         WHEREAS,  Company  recognizes  that if Company by  November  6, 2005 is
unable to or does not opt to purchase  these  shares in cash but rather to issue
stock under terms of the Common Stock Purchase Agreement,  that Purchaser may at
that time gain a major or even  controlling  interest  in  Company;  and whereas
Company  agrees not to take any step in such a case to prevent  this latter from
happening,  such as declaring  Bankruptcy or transferring assets from Company to
another entity;

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
contained herein,  the receipt and sufficiency of which is hereby  acknowledged,
the parties agree as follows:

         1.  Recitals.  The  foregoing  recitals  are true and  correct  and are
incorporated herein by this reference as if set forth in their entirety.

         2. Amendments.

              1.  By  deleting  Section  5.1 of  paragraph  5 "PUT  OPTION"  and
replacing such section with the following text:

"5.1 The Company  hereby grants to the Purchaser the right to put (the "Put") to
the  Company,  at  Purchaser's  election,  up to Seven  Hundred  Fifty  Thousand
(750,000) shares (the "Put Shares") of the Common Stock of the Company.  The Put
shall be exercisable  upon November 7, 2005 (the "Initial  Exercise Date") or at
any time during the three year  period  ending on the third  anniversary  of the
Initial Exercise Date (the "Termination  Date"). The Put shall be exercisable in
whole or in part by the  Purchaser by a written  notice ("Put  Notice")  made no
later than 5:00 p.m.,  Eastern Standard Time, on the Termination Date via telex,
telecopy or other telegraphic communication.  While exercisable,  the Put may be
exercised as to all or any part of the Put Shares.  The Put Notice shall specify
the number of shares of Common  Stock to be put and whether such put is in whole
or in part (and if in part, the number of shares to be sold). The purchase price
for any and all  shares  so put (the  "Purchase  Price")  shall be paid,  at the


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election of the  Company,  in either cash or  registered,  unrestricted,  freely
tradable  shares of Common Stock of the Company within ten (10) business days of
receipt  of a Put  Notice  (the  "Settlement  Date") in the  manner set forth in
Section 5.2., 5.3. and 5.4. below, as applicable. The Strike Price of each share
put shall be Two  Dollars and Eight Cents  ($2.08) per share (One  Million  Five
Hundred Sixty  Thousand  Dollars  ($1,560,000)  in the aggregate in the event of
exercise of the entire 750,000 Put Shares (the  "Aggregate  Put Strike  Price"))
providing  that  the  Put is  exercised  prior  to May 7,  2006.  If the  Put is
exercised  between May 7, 2006 and  November 6, 2006,  the Strike Price shall be
$2,16.  If the Put is exercised  between  November 7, 2006 and May 6, 2007,  the
Strike  Price shall be $2.25.  If the Put is  exercised  between May 7, 2007 and
November  6, 2007,  the Strike  Price  shall be $2.33.  If the Put is  exercised
between  November 7, 2007 and May 6, 2008,  the Strike Price shall be $2.41.  If
the Put is exercised  between May 7, 2008 and November 7, 2008, the Strike Price
shall be $2.50."

And;

              2. By deleting Section 6.1 of paragraph 6 "OPTIONAL  REDEMPTION OF
SHARES (CALL)" and replacing such section with the following text

"6.1 The  entire  number of  Shares  or any  portion  thereof  (the  "Redemption
Shares") (up to 750,000 shares) may be redeemed from Purchaser, at the option of
the  Company  (the  "Optional  Redemption"),  at any time and from  time to time
commencing  on the date hereof and ending on  November 7, 2005 (the  "Redemption
Termination  Date").  The  redemption  price  ("Redemption  Price") shall be One
Dollar and  Seventy-Two  Cents ($1.72) per Redemption  Share  ($1,290,000 in the
aggregate if all  Redemption  Shares are purchased  (the  "Aggregate  Redemption
Price"))  if shares are  redeemed  prior to May 7, 2004.  The  redemption  price
("Redemption  Price")  shall be One Dollar and  Eighty-Four  Cents  ($1.84)  per
Redemption  Share  ($1,380,000  in the  aggregate if all  Redemption  Shares are
purchased (the "Aggregate Redemption Price")) if shares are redeemed between May
7, 2004 and November 6, 2004. The redemption price ("Redemption Price") shall be
One Dollar and Ninety-Six Cents ($1.96) per Redemption Share  ($1,470,000 in the
aggregate if all  Redemption  Shares are purchased  (the  "Aggregate  Redemption
Price")) if shares are redeemed  between  November 7, 2004 and May 6, 2005,  and
the redemption price  ("Redemption  Price") shall be Two Dollars and Eight Cents
($2.08) per  Redemption  Share  ($1,560,000  in the aggregate if all  Redemption
Shares are purchased (the "Aggregate  Redemption Price")) if shares are redeemed
following May 6, 2005.  The Company shall give written  notice of redemption via
telex,  telecopy or other telegraphic  communication.  Such notice shall specify
the number of Redemption  Shares to be redeemed and the aggregate price thereof.
In the event of an Optional  Redemption,  the Company shall deliver  payment for
the  Redemption  Shares  to the  Purchaser  via  wire  transfer  of  immediately
available  funds.  The Purchaser  shall promptly  deliver to the Company a stock
certificate,  along with an executed  stock  power in favor of the Company  (the
stock  certificate  and stock power  collectively  referred to as the "Purchaser
Deliveries") for the amount of Redemption  Shares being redeemed and the Company
shall promptly  deliver to the Purchaser,  if  applicable,  a stock  certificate
representing  the  balance of the  Redemption  Shares not being  redeemed by the
Company (the "Company Deliveries")."

              3. All other  paragraphs  and text of the  Common  Stock  Purchase
Agreement shall remain in effect.

         3.  Further  Assurances.  Each  of the  parties  hereto  shall,  at the
requesting  party's expense,  take such further actions as are reasonably deemed
by the  requesting  party to be necessary  or desirable in order to  effectively
carry  out the  intent  and  purpose  of  this  Agreement  and the  transactions
contemplated hereby.



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<PAGE>

         4. Amendments. This Agreement shall not be amended or discharged except
by an instrument in writing duly signed by each of the parties hereto.

         5.  Successors and Assigns.  This Agreement shall insure to the benefit
of each of the parties  hereto,  their heirs,  representatives,  successors  and
assigns.

         6.  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same agreement.

         7.  Entire  Agreement.   The  terms  and  conditions  contained  herein
supersede all proposals,  communications,  representations or agreements, either
oral or  written,  between  the  parties  hereto  prior to the date  hereof with
respect to the subject matter hereof.

         8. Prevailing Party. If any legal action or other proceeding is brought
by a party  hereto  for the  enforcement  of this  Agreement,  or  because of an
alleged breach,  default or  misrepresentation  by the other party in connection
with any provision of this  Agreement,  such party,  if successful in such legal
action or other proceeding,  shall be entitled to recover reasonable  attorneys'
fees, sales and use taxes, court costs incurred in that action or proceeding, in
addition to any other relief to which such party may be entitled.

         9. Governing Law. This Agreement  shall in all respects be governed by,
and construed in accordance with, the laws of the State of Utah,  without giving
effect to the conflicts of law principles thereof.

         IN WITNESS  WHEREOF,  the parties  have  executed  this Stock  Purchase
Agreement as of the 15th day of December, 2003.


COMPANY:                                    GROEN BROTHERS AVIATION, INC.
                                            2640 California Ave., Suite A
                                            Salt Lake City, Utah 84104

                                            By /s/ David Groen
                                            ----------------------------
                                            David Groen, President & CEO

PURCHASER:                                  MICHAEL S. SACHS
                                            P.O. Box 2837 Westport, CT
                                            06880

                                            /s/ Michael S. Sachs
                                            ----------------------------
                                            Michael S. Sachs




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