EXHIBIT 10.44


THIS AMENDED AGREEMENT dated the 25th day of July, 2000

AMONG:

          EUROGAS INC., a company incorporated in the State of
Utah,
          United States of America with offices at 22 Upper Brook
Street
          London, England

          (hereinafter called "Eurogas")

                                                OF THE FIRST PART

AND:

          PAN ASIA MINING CORP., a company continued under the
          laws of the Yukon Territory, Canada, with its offices
          located at
          P.O. Box 48404, 595 Burrard Street, Vancouver, BC,
          Canada,
          V7X 1L7

          (hereinafter called "Pan Asia")

                                               OF THE SECOND PART

AND:

          OXBRIDGE LIMITED, a company incorporated in St. Vincent
          and the Grenadines with offices at Arthur House, 50A Portland
          Road, London, SE 254PQ, United Kingdom

          (hereinafter called "Oxbridge")

                                                OF THE THIRD PART

WHEREAS:

A.   Eurogas, Pan Asia and Oxbridge entered into an agreement
     dated the 14th day of July, 2000 ("the Agreement").

B.   Eurogas, Pan Asia and Oxbridge with to terminate the
     Agreement as effective immediately, all terms are null and
     void and replaced in its entirety with this agreement (the
     "Amendment Agreement").

C.   Eurogas, entered into an agreement (the "Loan Agreement")
     with Pan Asia dated March 3, 1999 pursuant to which Eurogas
     agreed to loan to Pan Asia $3,000,000 Cdn. No funds have
     been advanced pursuant to the Loan Agreement.

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D.   Oxbridge is prepared to take an assignment, by way of
     novation of the obligations and rights of Eurogas contained
     in the Loan Agreement.

     NOW THEREFORE, IN CONSIDERATION of the premises and the
undertakings hereinafter set out, the parties agree as follows:

1.   Pan Asia hereby consents to Eurogas assigning by novation to
     Oxbridge the benefits and obligations of Eurogas contained
     in the Loan Agreement including the warrant rights (the
     "Warrant") granted to Eurogas therein.

2.   Notwithstanding the terms of the Loan Agreement and the
     Agreement, Pan Asia undertakes to Oxbridge that Pan Asia
     will only call on the Loan funds to be advanced in
     accordance with the following schedule and time shall be of
     the essence:

          (a)  $500,00 0 upon signing of this Amended Agreement;
          (b)  an additional $300,000 within the next three (3)
               month period;
          (c)  an additional $400,000 within the following three
          (3)  month period; and
          (d)  the balance of the loan amount not before July 14,
               2001.

All funds are to be wired by Oxbridge directly into the account
of Pan Asia, as follows:

     Pan Asia Mining Corp.
     Account Number 1741-155
     Transit Number 7-0004
     Bank of Montreal
     595 Burrard Street
     Vancouver, BC
     V7X 1L7
     Canada

3.   Schedule "A" to the Loan Agreement shall be deleted and be
     of no further force or effect.

4.   Pan Asia warrants to Eurogas that the Warrants have not as
     yet been issued and that Pan Asia will issue the Warrants in
     the name of Oxbridge and delivered as directed in writing to
     Oxbridge. Pan Asia will use its best efforts to successfully
     apply to have the warrant expiry date extended to two (2)
     years form the date hereof, subject to approval by the
     Canadian Venture Exchange.

5.   Any notice or consent to be given or documents pursuant to
     the terms of this Amended Agreement shall be deemed to have
     been duly and properly given or delivered if delivered
     personally or by international courier service, or if mailed
     by registered post, to the intended recipient at the address
     set forth on the first page of this Amended Agreement and
     any notice or document given as aforesaid shall be deemed to
     have been received when delivered, or if mailed, on the
     fifth (5) mail delivery date next following the date on
     which it was mailed. Any party may, by notice given
     aforesaid, change its address for service.

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6.   The parties hereby agree to do all such further acts and to
     execute and deliver all such further documents as may be
     deemed necessary to more fully carry out the intent and
     terms of this Amended Agreement. Each party confirms that it
     has received such independent legal advice as it deems
     necessary before entering into this Amended Agreement.

7.   This Amended Agreement may be executed in as many
     counterparts as may be necessary, each of which so signed
     shall be deemed to be an original (and each signed copy sent
     by electronic facsimile transmission shall be deemed to be
     an original), and such counterparts together shall
     constitute one and the same instrument and notwithstanding
     the date of execution shall be deemed to bear the date as
     set forth above.

8.   The terms and provisions of this Amended Agreement
     constitutes the entire agreement between the parties and
     superseded all previous oral or written communications
     regarding the matters dealt with herein.

9.   This Amended Agreement may not be modified or amended,
     except by an instrument in writing, signed by all parties
     hereto.

10.  This Amended Agreement shall enure to the benefit of and be
     binding upon the parties hereto, their successors and
     permitted assigns.

     IN WITNESS WHEREOF the parties hereto have executed this
Amended Agreement as of the day and year first above written.

EUROGAS INC.

Per:  /s/ Karl Arleth
    -----------------
Authorized Signatory


PAN ASIA MINING CORP.

Per:
Authorized Signatory


OXBRIDGE LIMITED
Per:
Authorized Signatory


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