EXHIBIT 4.1 




BROOKFIELD  



	
August 23, 2005	
– Via Hand-Delivery  







     
Mr.  Lynn Peterson 

Mr.  James Catlin 

Kodiak Oil & Gas Corp. 

1625 Broadway, Suite 330

Denver, CO 80202 



	Re:	
World Trade Center Expansion Lease Letter of Intent to Kodiak Oil & Gas Corp.  






Dear Lynn and James: 



On behalf of Brookfield Denver Inc.
(“Landlord”) I am pleased to have the opportunity to present this Letter of
Intent to Kodiak Oil & Gas Corp. (“Tenant”). Covered here are the business
terms under which Kodiak Oil & Gas Corp. could lease expansion space for its offices
in the World Trade Center, Denver. 



» LETTER OF
INTENT « 




	
CURRENT PREMISES: 	  	
3,241 rentable square feet on the third (3rd) floor of 1625 Broadway. 






	
EXPANSION PREMISES: 	  	
Approximately 690 rentable square feet located contiguous to the
Current Premises.
 







	
EXPANSION TERM: 	  	
Fifty-eight (58) months. 







	
COMMENCEMENT DATE: 	  	
The earlier of October 1, 2005, or substantial completion of tenant
improvements.








	
NET RENTAL RATE: 	  	
The annual net rental rate for the Expansion Term of the lease per
rentable square foot shall be as follows:








	
 	  	
Months 

1-10 

11-22 

23-46 

47-58 
	
Net Rental Rate 

$ 7.00/rsf 

$ 8.00/rsf 

$ 9.00/rsf 

$10.00/rsf 








	
OPERATING COSTS: 	  	
In addition to net rent, Tenant shall pay its share of operating expenses and
property taxes, estimated to be $10.19 per rentable square foot (2005 estimate). 






	
TENANT IMPROVEMENT ALLOWANCE: 	  	
As-is. 







	
FINANCIAL STATEMENTS: 	  	
Tenant shall provide Landlord with current audited or certified financial
statements prior to entering into a letter of intent or lease agreement. 






	
ADDITIONAL SECURITY FOR LEASE: 	  	
None. 







	
BROKERAGE COMMISSION: 	  	
This letter of intent assumes no outside broker involvement.









Brookfield Properties Colorado LLC,
A Brookfield Properties Company 

370 Seventeenth Street, Suite 3800, Denver, CO 80202 Tel:
(303) 595-7000 Fax: (303) 595-7003 or (303) 595-7086 brookfieldproperties.com 





















Mr. Lynn Peterson

Mr. James Catlin

August 23, 2005

Page 2










	
DISCLOSURE:  	  	
Pursuant to Colorado Real Estate Commission Rule E-35, Brookfield Properties Colorado LLC
advises that it is acting as agent for the Landlord of this property, with the duty of
representing the Landlord’s interests only. Notwithstanding any assistance Brookfield
Properties Colorado LLC may give or may have given to Tenant, it is not Tenant’s
agent and owes a fiduciary duty to the Landlord. 








We trust this Letter of Intent will
receive Kodiak Oil & Gas Corp.‘s immediate and careful consideration; it is valid
through August 30, 2005. We are very interested in providing expansion office space to
Kodiak Oil & Gas Corp. and would like to discuss any remaining details at your
earliest convenience. 



This Letter of Intent is subject to
prior rights, leasing and Landlord’s other interests, and shall not be binding upon
Landlord or Tenant until the lease and related documents have received all customary
approvals, including the lender of the building and the management committee of Landlord,
and the Board of Directors or other proper authority of Tenant. 



Nothing contained in this Letter of
Intent shall constitute a binding agreement between Landlord and Tenant, nor shall
anything contained herein constitute an offer capable of acceptance, which would then
constitute a definitive lease agreement between Landlord and Tenant. Neither Landlord nor
Tenant shall have any legal obligation to lease the Premises until such time, if any, as
the definitive lease document is executed by both parties and has received the approval of
the lender of the Building. Until such execution and delivery, either party may terminate
all negotiations and discussions of this proposed transaction for any reason, without
cause, and without liability. The mailing and delivery of this letter by Landlord shall
impose no obligation upon Landlord to negotiate in good faith the terms and conditions
contained herein or any other term and condition which may not be contained herein. 






Sincerely, 



BROOKFIELD PROPERTIES COLORADO 

LLC as agent for BROOKFIELD DENVER 

INC. 






Andrew P. Willson

Leasing Associate 






c:   Broker File 



KODIAK OIL & GAS
CORP. 



Agreed and accepted this 29th day
of August, 2005  



	
By:



Title:	
Lynn A. Peterson



President
 





















SECOND AMENDMENT OF
LEASE 




	
BETWEEN: 	
BROOKFIELD DENVER INC. 

a Colorado corporation 

1625 Broadway, Suite 1500 

Denver, Colorado 80202 
	






(“Landlord”)	  







	
AND:	
KODIAK OIL & GAS (USA) INC.

a Colorado corporation 

1625 Broadway, Suite 330 

Denver, Colorado 80202 
	






(“Tenant”)	  







	
FOR PREMISES IN:	
1625 BROADWAY 

Denver, Colorado 80202 
	


(“Building”)	  







	
DATE:	
May 27, 2005 
	
(to be dated upon Landlord’s execution)	  








LANDLORD AND TENANT, in consideration
of the covenants herein contained, hereby agree as follows: 



	1.  	  	Definitions.
 In this Second Amendment of Lease (“Second Amendment”):  






	  	(a)  	  	“Lease” means
that lease dated May 27, 1997, between Landlord and CP           Resources, Inc., a
Colorado corporation, as Tenant, and the Letter Agreements           dated June 26, 2002,
July 31, 2002, August 20, 2002, September 18, 2002 and           April 15, 2003,
Assumption and First Amendment of Lease between Tenant and           Landlord dated June
22, 2004 (“First Amendment”), Letter Agreement           dated September 1,
2004, and this Second Amendment of Lease dated of even date           hereof, including
all Exhibits attached to the foregoing, covering the Premises.  






	  	(b)  	  	“Initial
Premises” means 1,079 rentable square feet on the third           (3rd)
floor (Suite 330) of the Building.  






	  	(c)  	  	“Expansion
Premises” means 2,162 rentable square feet of space on the           third (3rd)
floor of the Building, as shown on the attached Exhibit 1.  






	  	  	(i)  	  	“Expansion
Premises Commencement Date” shall mean the earlier of (i)                substantial
completion of the Expansion Premises Improvements (as described in
               Paragraph 7 below), or (ii) August 1, 2005; and  






	  	  	(ii)  	  	“Expansion
Premises Term” shall begin on the Expansion Premises                Commencement
Date and continue through June 30, 2010.  






	  	(d)  	  	“Premises” for
all purposes after the Expansion Premises Commencement           Date the Premises shall
collectively be deemed the Initial Premises and the           Expansion Premises,
consisting of 3,241 rentable square feet of space.  






	  	(e) 	  	“Term” of
the Lease shall be extended through June 30, 2010.  





















	  	(f)  	  	“Effective
Date” shall mean the date first written above.  






	  	(g)  	  	All
other words and phrases, unless otherwise defined herein, have the meanings
          attributed to them in the Lease.  






	2.  	  	Term.
Notwithstanding anything contained in the Lease to the contrary, on
the Effective Date, the Term of the Lease is hereby extended through June
30, 2010.  






	3.  	  	Expansion
Premises. Effective on the Expansion Premises Commencement Date,
Tenant shall be deemed to have examined and accepted the Expansion
Premises in its “as-is” condition, subject to completion of the
Improvements pursuant to Paragraph 7 below. Tenant accepts the Expansion
Premises to have and to hold during the Expansion Premises Term, on the
same terms and conditions as are contained in the Lease except as
otherwise provided herein.  






	4.  	  	Temporary
Space. Landlord acknowledges that Tenant has been occupying the
Temporary Space in its “as is” condition since September 1, 2004
and shall continue until the Expansion Premises Commencement Date (the
“Temporary Space Term”). Tenant paid Annual Rent and Occupancy
Costs (at the times and manner provided in the First Amendment) through
March 31, 2005. Commencing on April 1, 2005 and continuing until the
Expansion Premises Commencement Date, Tenant shall only be obligated for
the payment of Occupancy Costs (as further described in this Second
Amendment) in accordance with Section 4.02 of the Lease. Tenant agrees
that Annual Rent payments abated hereunder during the Temporary Space Term
shall continue throughout the Expansion Premises Term, including any
extensions of the Lease. If an Event of Default exists hereunder pursuant
to Article 19.00, after any cure period and Landlord commences an action
to recover Rent and/or possession of the Premises, then all abated Annual
Rent and Occupancy Costs payments not collected by Landlord during the
Temporary Space Term shall, as of the date of Tenant’s default, become
immediately due and payable with interest on such sums at the lesser of
one and one-half percent (1.5%) per month or the maximum rate permitted by
law from the date each such installment was originally due to the date of
payment. Annual Rent during the Temporary Space Term shall be calculated
at $7.00 per rentable square foot. Said obligation of Tenant for payment
of abated Annual Rent not collected during the Temporary Space Term shall
be independent of and in addition to Landlord’s other damages
pursuant to Article 19.00 of the Lease. In the event that Tenant occupies
the Temporary Space beyond the Expansion Premises Commencement Date,
Tenant shall be responsible for Annual Rent and Occupancy Costs in
accordance with this Second Amendment until Tenant vacates the Temporary
Space.  






	5.  	  	Annual
Rent. On the Effective Date, Section 4.01 and Article 22.00 (as
described in Exhibit D) of the Lease, and Paragraph 4 of the First
Amendment are hereby deleted and Section 4.01 is hereby restated as
follows:  






	  	
“4.01
 Annual Rent. Tenant shall pay to Landlord as Annual Rent in the following
amounts for the time periods respectively set forth below:  






	  	  	(a)  	  	for
the period commencing on the Expansion Premises Commencement Date and
               continuing through June 30, 2006, the sum of $22,686.96 per  









2 



















	  	
annum,
based upon $7.00 per rentable square feet in the Premises, payable in advance and without
notice in monthly installments of $1,890.58, payable on the first day of each calendar
month during this period; and then 






	  	  	(b)  	  	for
the period commencing on July 1, 2006 and continuing through June 30, 2007,
               the sum of $25,928.04 per annum, based upon $8.00 per rentable square feet
in                the Premises, payable in advance and without notice in monthly
installments of                $2,160.67, payable on the first day of each calendar month
during this period;                and then  






	  	  	(c)  	  	for
the period commencing on July 1, 2007 and continuing through June 30, 2009,
               the sum of $29,169.00 per annum, based upon $9.00 per rentable square feet
in                the Premises, payable in advance and without notice in monthly
installments of                $2,430.75, payable on the first day of each calendar month
during this period;                and then  






	  	  	(d)  	  	for
the period commencing on July 1, 2009 and continuing through June 30, 2010,
               the sum of $32,409.96 per annum, based upon $10.00 per rentable square
feet in                the Premises, payable in advance and without notice in monthly
installments of                $2,700.83, payable on the first day of each calendar month
during this                period.” 






	6.  	  	Occupancy
Costs. During the Expansion Premises Term, Tenant shall continue to
pay its share of Occupancy Costs at the times and in the manner as payments
of Occupancy Costs are to be made pursuant to Section 4.02 of the Lease,
which are estimated to be $10.19 per rentable square foot (2005 calendar
year).  






	7.  	  	Improvement
Allowance. Landlord shall provide to Tenant an improvement allowance
(the “Allowance”) in an amount not to exceed $42,210.00 for the
contribution toward the cost of Tenant’s design, engineering, and
construction of real property improvements within the Expansion Premises
(“Improvements”) based on a mutually agreed upon space plan
(“Space Plan”) and in accordance with Exhibit E attached to the
Lease. Landlord shall coordinate and contract for the Improvements
pursuant to the Space Plan; provided Tenant shall be responsible for any
costs in excess of the Allowance. Prior to the commencement of any work,
Tenant shall be required to sign a tenant authorization form (“TAF”)
no later than five (5) business days after Tenant receives the TAF,
acknowledging responsibility for such costs. Tenant shall be responsible
for the payment of such costs within ten (10) days of invoice from
Landlord. In the event that Tenant fails to make payment within such ten
(10) day period, Landlord may elect to cease work on the Expansion
Premises until such payment is made, provided such cessation of work shall
not delay any of Tenant’s obligations under this Second Amendment.  






	8.  	  	Existing
Allowance. Landlord acknowledges that Landlord’s Work (as
described in Paragraph 6 of the First Amendment) in an amount equal to
$10,790.00 (the “Existing Allowance”) was not performed. Tenant
shall have the right to use the Existing Allowance for purpose of
contributing toward Tenant’s design, engineering and construction of
real property improvements within the Expansion Premises and Premises and
shall be disbursed in accordance with Paragraph 7 above.  








3 




















	9.  	  	Letter
of Credit. Within ten (10) days after execution of this Second
Amendment by Landlord and Tenant, Tenant shall deliver a Letter of Credit
naming Landlord as beneficiary and allowing Landlord to draw the Letter of
Credit for any default as described in Section 19.02 of the Lease. The
Letter of Credit shall be for an amount equal to $53,000.00. The Letter of
Credit shall be in an “evergreen” form, automatically renewed on
each anniversary date of the Expansion Premises Commencement Date.
Provided no Event of Default has occurred during the prior twelve (12)
months, the Letter of Credit shall be reduced by one-fifth (1/5th)
on each anniversary date of the Expansion Premises Commencement Date; and
after the end of the Term provided no Event of Default exists, and the
remaining balance of the Letter of Credit shall be released in full. In
the event that an Event of Default occurred during the prior twelve (12)
months, the Letter of Credit shall remain in full force and effect and
shall not decline on the subsequent anniversary date, and such one-fifth
(1/5th) balance shall remain as security through the remainder
of the Term. The Letter of Credit shall stand as security for all of Tenant’s
obligations under the Lease. Upon a material default under the Lease by
Tenant and the expiration of any applicable cure period, Landlord in
addition to any other remedy it may have under the Lease, may draw upon
the entire Letter of Credit; and in such case, shall apply the entire
amount against Rent due or to become due and payable in the direct order
of maturity, whether such obligations arise before or after the expiration
of the Letter of Credit. A draw under the Letter of Credit of less than
the full face amount thereof shall not preclude subsequent additional
draws thereunder, nor shall one or more draws under the Letter of Credit
preclude the exercise, either simultaneously or subsequently, of any
rights or remedies of Landlord under the Lease. Upon expiration of the
Term, the proceeds of the Letter of Credit, if any remaining after the
fulfillment of all obligations of Tenant under the Lease, shall be
promptly returned to Tenant without interest. The written Letter of Credit
shall be first reviewed and approved by Landlord.  






	10.  	  	Brokerage
Commission. Landlord and Tenant each agree to indemnify and hold the
other harmless from and against all broker’s or other real estate
commissions or fees incurred by the indemnifying party or arising out of
its activities with respect to this Second Amendment. Landlord and Tenant
represent that they have not engaged any broker in this transaction in
which a commission or fee would be due.  






	11.  	  	Confirmation
of Existing Terms. Except as specifically provided herein, the terms
and conditions of the Lease are confirmed and continue in full force and
effect.  






	12.  	  	Binding
Effect. This Second Amendment shall be binding on the heirs,
administrators, successors and assigns (as the case may be) of the parties
hereto.  






	13.  	  	Conflicting
Terms. In the event of any conflicts between the provisions of the
Lease and the provisions of this Second Amendment, this Second Amendment
shall control.  






	14.  	  	Effective
Date. This Second Amendment shall be effective only on such date as
Landlord and Tenant both execute this Second Amendment.  






	15.  	  	Approval.
The execution of this Second Amendment shall be subject to the
approval of Landlord’s Management Committee and, if required,
Landlord’s lender for the Building.  










4