EXHIBIT 10.15


THIS  DEED  OF  AMENDMENT  is  made  on  16  August  2005.

BETWEEN:

OOO  ZAURALNEFTEGAZ,  a limited liability company incorporated under the laws of
-------------------
the  Russian  Federation  under  the  main  state  registration  number  (ORGN)
1024500513950,  located  at  27  Lenin  Street,  Kurgan,  640000, Kurgan Oblast,
Russian  Federation  ("ZNG");  and
BALTIC PETROLEUM LIMITED, a company incorporated in England and Wales under
------------------------
company number 05303991 and whose registered office is at 18b Charles Street,
London W1J 5DU ("BP").
WHEREAS:
ZNG and BP entered into a loan agreement on 28 April 2005, whereby inter alia BP
made  available  to  ZNG a loan facility of US$1,267,860 (the "LOAN AGREEMENT").
BP is willing to make available to ZNG an additional amount of US$173,468, under
the  existing  loan  facility, for the purpose of ZNG making further payments to
OOO  Business  Standard (the "ADDITIONAL LOAN") upon and subject to the terms of
the  Loan  Agreement  and  this  Deed.
IT  IS  THEREFORE  AGREED  AS  FOLLOWS:
     1.  Terms  used  in  this  Deed shall have the same meaning as given in the
     Loan Agreement unless otherwise herein.

     2.  Definitions  used  in  this  Deed  shall have the same meaning as given
     in the Loan Agreement unless otherwise herein.

     3.  Save  as  varied  by  this  Deed, the terms of the Loan Agreement shall
     remain in full force and effect.

     4.  Clause  4.1  of  the  Loan  Agreement  shall be deleted in its entirety
     and  the  following shall be inserted in its place:

     "Subject  to  clauses  4.2  and  11,  the  Loan shall be available until 31
     August  2005, following which all Outstanding Advances shall, together with
     accrued interest, be repaid by 31 October 2005."

     5.  BP  hereby  agrees  to  lend  to  ZNG, upon and subject to the terms of
     this  Deed  and  pursuant  to  the  Loan  Agreement,  a  further  amount of
     US$173,468.

     6.  Clause  8.1  (c)  of  the  Loan  Agreement  shall  be  deleted  in  its
     entirety and the following shall be inserted in its place:

     "US$350,000  to  be  used  by  ZNG  to  account to OOO Business Standard, a
     Russian  limited  liability  company,  in  respect  of  its  services  for
     coordinating  the  gathering  of  data and information on 4 new exploration
     licences  in the Kurgan region being considered by ZNG, in respect of areas
     which shall be designated by BP."

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     7.  For  the  avoidance  of  doubt,  ZNG  acknowledges  that  under  clause
     8.1(c) of the Loan Agreement, US$250,000 has been drawn down by ZNG and has
     been  paid  to  OOO  Business  Standard. Upon execution of this Deed, under
     clause  8.1(c)  of  the  Loan Agreement, US$100,000 will remain to be drawn
     down  by ZNG to be made payable to OOO Business Standard once services have
     been  provided  by  OOO  Business  Standard to ZNG in relation to the 4 new
     exploration licences.

     8.  Clause  8.1  (e)  of  the  Loan  Agreement  shall  be  deleted  in  its
     entirety and the following shall be inserted in its place:

     "subject  to  clause  10.2,  a  further  amount  of  US$320,000  shall  be
     advanced  to  allow the payment to OOO Business Standard, a Russian limited
     liability company, of an additional payment equal to US$320,000."

     9.  Clause  8.2  (a)  of  the  Loan  Agreement  shall  be  deleted  in  its
     entirety and the following shall be inserted in its place:

     "US$28,328  to  be  used  to  satisfy  the Retention Requirement in respect
     of the Advances to be made hereunder."

     10.  The  Drawdown  Notice  to  be  used for the Additional Loan must be in
     the form set out in Schedule 1 to this Deed or in such other form as may be
     acceptable  to BP and shall relate to only one of the purposes set forth in
                                                ---
     clause  8.1  of  the Loan Agreement for which the Advance will be utilized.
     The  Drawdown  Notice shall specify the Drawdown Date and the amount of the
     Advance  (which  shall  be  the amount stated in the relevant sub-clause of
     clause  8.1  of the Loan Agreement which sets out the purpose for which the
     Advance  will  be utilized and an amount in respect of the matters referred
     to in clause 8.2 of the Loan Agreement).

     11.  This  Deed  shall  be  governed  by  and  construed in accordance with
     the  laws of England. Any dispute arising out of or in connection with this
     Deed,  including  any  question  regarding  its  existence,  validity  or
     termination,  or the legal relationships established by this Deed, shall be
     referred  to  and  finally  resolved  by arbitration under the Rules of the
     London  Court  of  International  Arbitration, which Rules are deemed to be
     incorporated  by  reference  into  this clause. All arbitration proceedings
     shall  be  conducted  in  English  before  a  single  arbitrator in London.
     Judgment  on  any  resulting  award  may  be  entered  in  any court having
     jurisdiction  over  the  affected  party,  and  may be executed against the
     assets of the affected party in any jurisdiction. The arbitrator shall have
     jurisdiction to award, and shall award, the prevailing party its reasonable
     attorneys fees, costs and expenses.

     12.  This  Deed  will  be  executed  in  English and in Russian. In case of
     any  conflict  between  the  English and Russian versions, the terms of the
     English version should prevail.

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IN WITNESS WHEREOF, the parties have executed this Deed as of the date first
above written.

     EXECUTED  AS  A  DEED  by              signed
     OOO  ZAURALNEFTEGAZ:                   /s/ Oleg Zhuravlev
                                            --------------------
                                            Authorised signatory

                                            Oleg  Zhuravlev
                                            --------------------
                                                Name


EXECUTED AS A DEED by                       /s/ Simon Escott
                                            -------------------------
BALTIC PETROLEUM LIMITED                    Director

                                            Simon Escott
                                            -------------------------
                                                     Name

acting by two Directors/                    /s/ J.C. Pockney
a Director and the Secretary:               -------------------------
                                            Director/Secretary

                                            James Pockney
                                            -------------------------
                                                     Name

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                                   SCHEDULE 1
                         FORM OF REQUEST FOR AN ADVANCE
To:  Baltic  Petroleum  Limited  ("BP")
From:  OOO  Zauralneftegaz  Ltd.  ("ZNG")
Date  2005

                             REQUEST FOR AN ADVANCE
We refer to the loan agreement dated 28 April 2005 between ZNG and BP (the "LOAN
AGREEMENT")  and  to  the deed of amendment dated August 2005 between ZNG and BP
(the  "DEED  OF  AMENDMENT").  Terms defined in the Loan Agreement have the same
meaning  in  this letter and references to clauses in this letter are references
to  clauses  of  the  Loan  Agreement  as  amended  by  the  Deed  of Amendment.

We  wish  to  borrow  an  Advance  subject  to  the  terms and conditions of the
Agreement  as  follows:

          (a)  Amount:  [Must  be  an  amount/amounts  specified  in  clause 8.1
          and separate amounts as specified in clause 8.2]

          (b) Purpose: [Specify purpose as set out in clause 8.1]

          (c) Drawdown Date:

          (d) Payment instructions: [To bank as detailed in clause 3.2]

We  confirm  that  the  conditions  set out in clause 3 will be satisfied on the
Drawdown  Date  for  the  proposed  Advance.

Yours  faithfully

By:

Authorised  Signatory
for  and  on  behalf  of
OOO  Zauralneftegaz

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