EXHIBIT 10.1


                         DEBENTURE CONVERSION AGREEMENT


         THIS DEBENTURE  CONVERSION AGREEMENT is made and dated for reference as
effective on this 6th day of August, 2004.


BETWEEN:

         PETROGEN  CORP.  a company  incorporated  under the laws of Nevada  and
         having an address for notice and delivery hereunder located at c/o 2550
         - 555 West Hastings Street, Vancouver, BC V6B 4N5

         (the "ISSUER");
                                                               OF THE FIRST PART


AND:

         ACCEDER  TECHNOLOGY PTE LTD., for and on its own behalf or on behalf of
         its nominee or  assignee,  as the case may be, is a  Singapore  company
         having an address for the purposes of this Agreement located at 1 Rocho
         Canal Road, #06-21, Simlim Square, Singapore 188504

         (the "CREDITOR");
                                                              OF THE SECOND PART


         (the Issuer and the Creditor being hereinafter singularly also referred
         to as a "PARTY" and  collectively  referred to as the  "PARTIES" as the
         context so requires).


         WHEREAS:


A.       By  agreement  dated  effective  July 8, 2004  the  Creditor,  with the
knowledge and concurrence of the Issuer,  acquired  convertible  debentures (the
"ACQUIRED  DEBENTURES")  issued by the  Issuer to the  following  parties in the
stated amounts:

LENDER                CERTIFICATE NUMBER          PRINCIPAL AMOUNT AT ISSUANCE

Newport                        1                           $277,841.58
ICI                            2                           $271,229.15
Spartan                        3                           $47,091.79
Atkins                         4                           $14,489.70
Pierce                         5                           $65,928.51
Cox                            6                           $47,091.80

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B.       Accordingly the Issuer is indebted to the Creditor in the aggregate sum
of  $723,672.53US  plus $10,000 of interest for an aggregate of $733,672.53 (the
"OUTSTANDING DEBT");

C.       The Issuer and  the  Creditor  have  agreed  to  compromise and pay the
Outstanding Debt in full by conversion and discharge of the Acquired  Debentures
such that the  Outstanding  Debt and any accrued  interest is hereby settled and
agreed  as fully  paid in  consideration  of the  issuance  of an  aggregate  of
2,934,690  (two million nine  hundred and  thirty-four  thousand six hundred and
ninety)  common  shares of the  Issuer  (each a  "SHARE")  at a deemed  price of
$0.25US per Share;


         NOW THIS AGREEMENT  WITNESSES THAT IN  CONSIDERATION  of the sum of One
Dollar  ($1.00)  now  paid  by the  Issuer  to the  Creditor  (the  receipt  and
sufficiency of which is hereby acknowledged by the Creditor), the Parties hereto
agree as follows:


1.       SETTLEMENT  OF  OUTSTANDING  DEBT FOR  SHARES.  The  Parties agree that
the pre-amble hereto is incorporated as contractual  terms and the Issuer agrees
to issue and the Creditor  agrees to accept  2,934,690 (two million nine hundred
and  thirty-four  thousand  six hundred  and ninety)  Shares of the Issuer at an
issue  price  of  $0.25US  per  Share  in full and  complete  settlement  of the
Outstanding  Debt and interest  thereof now owed by the Issuer to the  Creditor,
subject to the terms and conditions of this Agreement,  and that the issuance of
such Shares  constitutes full and complete payment and discharge of the Acquired
Debentures.  The Issuer shall  effect best  commercially  reasonable  efforts to
issue the Shares with the least  applicable hold period under prevailing law. In
the event that the Issuer shall effect a  registration  statement and the Shares
shall be subject to a hold  period the Issuer  shall  include the Shares in such
registration  statement to release any applicable  hold periods  permitted to be
released.  The Issuer  warrants  that the Shares  shall be issued  lawfully  and
validly and as full paid and non-assessable shares.

2.       ACKNOWLEDGEMENTS,  REPRESENTATIONS  AND  WARRANTIES  OF  THE  CREDITOR.
The Creditor hereby  acknowledges,  represents and warrants to the Issuer,  with
the intent that the Issuer will rely thereon in entering into this Agreement and
in concluding the  transactions  contemplated  herein,  that, to the best of the
knowledge,  information  and  belief  of the  Creditor,  after  having  made due
inquiry:

         (a)      OWNERSHIP OF THE  OUTSTANDING  DEBT:  the Creditor is the 100%
                  legal and  beneficial  owner of the  Outstanding  Debt and the
                  Acquired Debentures;

         (b)      INDEPENDENT  ADVICE AS TO HOLD PERIODS:  the Creditor has been
                  independently advised as to the applicable hold period imposed
                  in respect of the Shares by applicable securities  legislation
                  and confirms that no  representation  has been made respecting
                  the applicable  hold periods for the Shares,  and the Creditor
                  is aware of the risks and other  characteristics of the Shares
                  and of the fact  that the  Creditor  may not be able to resell
                  the Shares except in accordance with the applicable securities
                  legislation and regulatory policies.  The Creditor, if subject
                  to US law, is an accreditted  investor under such laws, is not
                  a  Canadian  person  and  if it is a  person  of a  non-US  or
                  non-Canadian  jurisdiction  that the  Creditor  has full legal
                  right to effect this Agreement and to accept the Shares ;
         (c)      DISCHARGE OF OUTSTANDING DEBT: the Creditor warrants that upon
                  issuance of the Shares that the Outstanding  Debt is fully and

<PAGE>

                  absolutely  discharged  and that the Acquired  Debentures  are
                  fully  and   absolutely   discharged  and  shall  be  tendered
                  immediately  upon  delivery  of the  Shares to the  Issuer for
                  cancellation..

         The   Creditor   understands   that  the   Issuer   will  rely  on  the
acknowledgements,  representations and warranties contained in this Agreement in
determining  whether the issuance of the Shares to the Creditor is in compliance
with federal and applicable state securities laws.

3.       RESTRICTIONS ON THE SHARES.  The Creditor  acknowledges and understands
that  neither the sale of the Shares  which the  Creditor is  acquiring  nor the
Shares  themselves have been registered  under any federal and applicable  state
securities laws. In addition,  the Creditor  acknowledges that certain or all of
the Shares  will or may bear a legend  denoting  the  restrictions  on  transfer
imposed by the rules of applicable securities legislation including that certain
or all of the Shares will be stamped with the following legend (or substantially
equivalent language) restricting transfer in the following manner:

         "The  securities   represented  by  this   certificate  have  not  been
         registered  under the  Securities  Act of 1933 or the laws of any state
         and  have  been  issued  pursuant  to an  exemption  from  registration
         pertaining to such securities and pursuant to a  representation  by the
         security  holder named hereon that said  securities  have been acquired
         for purposes of investment and not for purposes of distribution.  These
         securities  may  not  be  offered,   sold,   transferred,   pledged  or
         hypothecated in the absence of registration,  or the availability of an
         exemption  from  such  registration.   Furthermore,   no  offer,  sale,
         transfer,  pledge or  hypothecation  is to take place without the prior
         written  approval  of  counsel  to the  issuer  being  affixed  to this
         certificate.  The stock  transfer  agent has been ordered to effectuate
         transfers  of  this  certificate  only in  accordance  with  the  above
         instructions."

         The  Creditor  agrees to sell,  assign or  transfer  the Shares only in
accordance  with the  requirements  of the applicable  securities  laws and such
legends, and the Creditor hereby consents to the Issuer making a notation on its
records or giving instructions to any transfer agent of the referenced Shares in
order to  implement  the  restrictions  on  transfer  set  forth  and  described
hereinabove.

4.       TERMINATION OF SETTLEMENT.   The  Creditor  may  elect  to  cancel this
Agreement  and not accept any of the Shares of the Issuer in  settlement  of the
Outstanding Debt at any time prior to acceptance by the Creditor of certificates
for the Shares in the following events:

         (a)      the Issuer is  suspended  or ceases to be listed on a publicly
                  traded exchange for more than 30 days;

         (b)      the  Issuer  is  insolvent,  commits  an  act  of  bankruptcy,
                  commences  winding  up,  or  enters  into an  arrangement  for
                  amalgamation or merger without the Creditor's consent;

         (c)      the Issuer  determines  to dispose of the major portion of its
                  undertaking,  ceases  active  business  or  alters  its  share
                  capital without the Creditor's consent; or

<PAGE>

         (d)      the Shares are not issued and delivered to the Creditor  prior
                  to September 30, 2004.

         The foregoing  provisions  are for the sole benefit of the Creditor and
may be  waived by the  Creditor  in whole or in part,  from time to time,  but a
particular  waiver will not prevent the Creditor from  exercising  its foregoing
remedies or elections for subsequent eventualities of the foregoing nature.

5.       ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement to
date  between  the  Parties  hereto and  supersedes  every  previous  agreement,
expectation,  negotiation,  representation  or  understanding,  whether  oral or
written,  express or implied,  statutory or otherwise,  between the Parties with
respect to the subject  matter of this  Agreement  being the  Outstanding  Debt,
interest, and the Acquired Debentures.  The Parties will from time to time after
the execution of this Agreement make, do, execute or cause or permit to be made,
done or executed,  all such further and other acts, deeds,  things,  devices and
assurances in law  whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.

6.       TIME OF THE ESSENCE.   Time will be of the essence of this Agreement.

7.       REPRESENTATION AND COSTS.  It is hereby  acknowledged  by  each  of the
Parties  hereto  that,  as between the Issuer and the  Creditor  herein,  Devlin
Jensen,  Barristers  and  Solicitors,  acts solely for the Issuer,  and that the
Creditor has been advised to obtain independent legal advice with respect to its
review and  execution  of this  Agreement.  In  addition,  it is hereby  further
acknowledged  and agreed by the Parties hereto that each Party to this Agreement
will bear and pay its own costs,  legal and  otherwise,  in connection  with its
respective preparation, review and execution of this Agreement.

8.       APPLICABLE LAW.  The  situs  of  this  Agreement is Vancouver,  British
Columbia,  and for all purposes this Agreement  will be governed  exclusively by
and construed,  enforced and adjudicated exclusively in accordance with the laws
and in the courts in the Province of British Columbia.

9.       SEVERABILITY AND CONSTRUCTION.  Each Article, section, paragraph,  term
and provision of this Agreement,  and any portion  thereof,  shall be considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal  with valid  jurisdiction  in a proceeding to which any Party
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full  force and  effect as of the date upon  which the  ruling  becomes
final).

10.      COUNTERPARTS  AND  VIA  FACSIMILE.  This Agreement may be signed by the
Parties hereto in as many  counterparts as may be necessary,  and via facsimile,
each of which so signed  being  deemed to be an original  and such  counterparts
together constituting one and the same instrument and,  notwithstanding the date
of  execution,  will be  deemed to bear the  execution  date as set forth on the
front page of this Agreement.

11.      CONSENTS AND WAIVERS.  No  consent or waiver  expressed  or  implied by
either Party in respect of any breach or default by the other in the performance
by such other of its obligations hereunder shall:

<PAGE>

         (a)      be valid unless it is in writing and stated to be a consent or
                  waiver pursuant to this Agreement;

         (b)      be relied  upon as a consent to or waiver of any other  breach
                  or default of the same or any other obligation;

         (c)      eliminate or modify the need for a specific  consent or waiver
                  pursuant to any subsequent instance.


         IN  WITNESS   WHEREOF  the  Parties  hereto  have  hereunto  set  their
respective hands and seals in the presence of their duly authorized  signatories
effective as at the date first above written.


Executed and agreed by                 )
ACCEDER TECHNOLOGY PTE LTD             )
____________________________
by its authorized signatory:   )       )
                                       )
                                       )
/s/ KEE BOON HIAN                      )
____________________________
Authorized Signatory                   )


Executed and agreed by                 )
PETROGEN CORP.                         )
____________________________
by its authorized signatory:    )      )
                                       )
                                       )
/s/ SACHA H. SPINDLER                  )
____________________________
Authorized Signatory                   )