Filed by Automated Filing Services Inc. (604) 609-0244 - MGN Technologies, Inc. - Exhibit 10.1






DEBT SETTLEMENT LETTER 

THIS DEBT SETTLEMENT AGREEMENT (hereinafter referred to as the
"Agreement"), dated as of the June 6, 2007, is entered into by and between MGN
Technologies, Inc., a corporation authorized and existing pursuant to the laws
of the Province of British Columbia (the "Corporation"), and the creditor
<>, a corporation in British Columbia (the "Creditor"). 

     WHEREAS, the Corporation owes the
Creditor a debt in the amount of $ <> (the “Indebtedness”); and 

WHEREAS, the Creditor has made a demand for payment; and 

     WHEREAS, the Corporation and the
Creditor desire to resolve the debt between them and to fully and finally settle
the subject matter of the aforementioned debt and all claims which could be made
in connection therewith, with no party admitting any liability to the other
party, other than for the obligations agreed to under this Agreement. 

     NOW THEREFORE, in consideration
of the mutual promises and covenants contained herein, the Corporation and the
Creditor hereby agree as follows: 

1. SETTLEMENT AMOUNT. As repayment in full of the Indebtedness
and any accrued interest, fees or penalties, the Corporation will issue to the
Creditor an aggregate of <> common shares (the “Shares”) in the capital
stock of MGN Technologies, Inc., a British Columbia whose shares are publicly
traded on the National Association of Securities Dealers’ Over the Counter
Bulletin Board Service (NASD OTC:BB) under the trading symbol MGNLF.OB. These
shares will be restricted shares and will bear the appropriate restrictive
legend. However, subject to receiving written permission from the Company’s
primary financial partner, the Corporation will provide the Creditor the
registration rights (“Piggyback Rights”) with respect to the Shares provided for
in Section 5 of this Agreement. In order to confirm compliance with exemptions
from the registration requirements of the United States Securities Act of 1933
(the “Securities Act”) and other applicable securities laws, the Creditor will,
as a condition of issuance of the Shares in the name of the Creditor, execute
and deliver to the Corporation the attached form of Investment Agreement. 

2. RELEASE BY CREDITOR. Upon issuance of the Shares in the name
of the Creditor, the Indebtedness and any accrued interest, fees or penalties
will be deemed to have been repaid in full by the Corporation and the Creditor
does hereby fully and forever remise, release and discharge, and by these
presents, does for its agents, servants, past, present or future officers,
shareholders, directors, employees, attorneys, representatives, parents,
subsidiaries, subdivision, affiliated or related entities, affiliates,
executors, administrators, predecessors, successors and assigns, remise, release
and discharge the Corporation and any of its agents, servants, past, present or
future officers, shareholders, directors, employees, attorneys, representatives,
parents, subsidiaries, subdivision, affiliated or related entities, affiliates,
executors, administrators, predecessors, successors and assigns, from any and
all actions, causes of action, suits, debts, dues, sums of money, interest,
penalties, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances, trespasses, damages,
judgments, extents, executions, claims and 

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demands whatsoever in law or in equity, under federal or state
constitutions, statutes, laws, ordinances or regulations, or under common law,
whether known or unknown, foreseen or unforeseen, which the Creditor ever had,
has or could have against the Corporation in connection with the subject matter
relating to the aforementioned debt, but does not release the Corporation from
claims arising from a breach of this Agreement. 

3. EFFECTIVE TIME OF RELEASES. The releases described above
shall become effective immediately upon the delivery by the Corporation to the
Creditor of the Shares registered in the name of the Creditor. 

4. REGISTRATION RIGHTS. If the Corporation proposes to file a
registration statement under the Securities Act with respect to an offering for
its own account of any class of its equity securities (other than a registration
statement on Form S-8 (or any successor form) or any other registration
statement relating solely to employee benefit plans or filed in connection with
an exchange offer, a transaction to which Rule 145 (or any successor provision)
under the Securities Act applies or an offering of securities solely to the
Corporation's existing shareholders), then the Corporation shall in each case
give written notice of such proposed filing to the Holder as soon as practicable
(but no later than 10 business days) before the anticipated filing date, and
such notice shall offer each Holder the opportunity to register such number of
shares of Restricted Stock as such Holder may request and as the Corporation
deems available. Each Holder desiring to have Restricted Stock included in such
registration statement shall so advise the Corporation in writing within 10
business days after the date on which the Corporation's notice is so given,
setting forth the number of shares of Restricted Stock for which registration is
requested. In considering the number of shares available, the Corporation may
consider the rules and policies of the Commission with respect to the limitation
of the number of shares that may be registered in offerings pursuant to Rule 415
of the Securities Act. 

5. REGISTRATION EXPENSES. All Registration Expenses incident to
the Corporation's performance of or compliance with this Agreement will be borne
by the Corporation.

6. EXISTENCE AND RIGHTS. The Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the Province
of British Columbia. The Corporation has all requisite corporate power and
authority, to carry on its business and to own and use the properties owned and
used by it. The Corporation is qualified to conduct business and is in good
standing under the laws of each jurisdiction wherein the nature of its business
or its ownership of property requires it to be so qualified, except where the
failure to be so qualified, would not individually or in the aggregate, have a
material adverse effect on the assets or business of the Corporation.

7. CORPORATE AUTHORIZATION. Pursuant to a credit facility
agreement with Androgas Property, SA, the Corporation has to obtain approval for
any registrations from Androgas Property. The Corporation will take all
corporate action, necessary to execute, deliver and perform this Agreement.
Before a registration will occur, signed approval from Androgas Property, SA
will be required. 

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8. NO CONFLICT. The execution, delivery and performance of this
Agreement and of the related documents by the Corporation will not violate any
provision of the Corporation's Notice of Articles or Articles; or violate any
law or rule or regulation of any administrative agency or governmental body; or
any order, writ, injunction or decree of any court, arbiter, administrative
agency or governmental authority having jurisdiction over the Corporation; or
violate any indenture, mortgage, contract, will, agreement or other undertaking
to which the Corporation is a party or is subject, or result in the creation or
imposition of any lien or encumbrance on any of the properties of the
Corporation under any of the foregoing. 

9. NOTICES. Any notice or other communication required or
permitted hereunder shall be deemed given if in writing and delivered
personally, telegraphed, telexed, sent by facsimile transmission or sent by
certified, registered or express mail, postage prepaid. Any such notice shall be
deemed given when so delivered personally or sent by overnight air courier or
facsimile transmission or, if mailed, two days after the date of deposit in the
United States mails, as follows: 

	 	If to Creditor: 
	 	 	  
	 	 	<> 
	 	 	Creditor’s Address 
	 	 	City, State, Zip Code 
	 	 	  
	 	 	  
	 	If to MGN Technologies,
      Inc.: 
	 	 	  
	 	 	MGN Technologies Inc. 
	 	 	12-1730 Broadway St., 
	 	 	Port Coquitlam, B.C. V3C 2M8



10. LAW GOVERNING AGREEMENT. This Agreement is made and entered
into and is to be at least partially performed in Vancouver, British Columbia.
It shall be interpreted, construed and enforced and its construction and
performance shall be governed by the laws of the Province of British Columbia
applicable to Agreements made and to be performed entirely within such Province
without regard to principles of conflicts of laws, except to the extent that
Canadian Federal and U.S. Federal law may apply. 

     IN WITNESS WHEREOF, the
undersigned have executed this Agreement on the date first set forth
hereinabove, as evidenced by their respective signatures below. 

	 	 	 
	MGN Technologies, Inc. 	 	Date 


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	<>, Creditor 	 	Date 


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