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                                                                   Exhibit 10.11

THIS DEBT SETTLEMENT AGREEMENT made as of the 12th day of July, 2000.

BETWEEN:


          ALLEN SEWELL
          101 Church Bay Road
          Saturna Island, British Columbia  V0N 2Y0  CANADA


                      (hereinafter called the "Creditor")

                                                               OF THE FIRST PART

AND:

          NEWLANDS OIL & GAS INC.,
          A company incorporated under the laws of Nevada and with an office in
          British Columbia,
          300 - 750 West Pender Street, Vancouver, British Columbia  V6C 2T7
          CANADA

                      (hereinafter called the "Debtor")

                                                              OF THE SECOND PART

WHEREAS:

A.     As at the date hereof, the Debtor is indebted to the Creditor in the
       total amount of US $55,253.40.

       (the "Debt");

B.     The Debtor has agreed to issue to the Creditor a total of 552,534 shares
       (the "Shares") in the capital stock of the Debtor at a deemed price of US
       $0.10 per share.

C.     The Creditor has agreed to accept the said Shares in full satisfaction of
       the Debt;


       NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
       mutual promises and covenants herein contained, the parties hereto agree
       as follow:

1.     The Creditor hereby agrees to accept from the Debtor the Shares in full
satisfaction of the Debt.
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2.     The Creditor hereby agrees that upon the issuance to it of the Shares,
the Creditor releases and forever discharges the Debtor, its successors and
assigns from all manner of actions, suits, debts due, accounts, bonds,
contracts, claims and demands whatsoever which against the Debtor it ever had,
now has, or which its successors or assigns or any of them hereafter may have by
reason of the Debtor's indebtedness to the Creditor.

3.     This Agreement and the rights of the Creditor under it may not be sold,
conveyed or otherwise assigned by the Creditor without the prior written consent
of the Debtor first having been obtained, which consent shall not be
unreasonably withheld.

4.     No right of a party hereto shall be prejudiced by events beyond a party's
reasonable control including, without limiting the generality of the foregoing,
pressures or delays from outside parties, labour disputes, the exigencies of
nature, governments, regulatory authorities and acts of God, but excluding the
want of funds.  All times herein provided for shall be extended by the period
necessary to cure any such event and the party affected shall use all reasonable
means to do so promptly.

5.     This Agreement shall be governed by and be construed in accordance with
the laws of British Columbia.  The courts of British Columbia shall have sole
jurisdiction to hear and determine all manner of disputes and claims arising out
of or in any way connected with the laws of British Columbia.  The courts of
British Columbia shall have sole jurisdiction to hear and determine all manner
of disputes and claims arising out of or in any way connected with the
construction, breach or alleged, threatened or anticipated breach of this
Agreement and determine all questions as to the validity, existence or
enforceability thereof.

6.     Time shall be of the essence of this Agreement.

7.     This Agreement may be executed in two or more counterparts each of which
shall be deemed an original but all of which together constitute one and the
same instrument.

8.     This Agreement shall enure to the benefit of and be binding upon each of
the parties hereto and their respective successors and permitted assigns.
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       IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.



SIGNED, SEALED AND DELIVERED           )
in the presence of:                    )
                                       )
Suzi Raj                               )     /s/ Allen Sewell
----------------------------------           -----------------------------
                                       )     Allen Sewell
204-2050 Nelson Street, Vancouver, BC  )
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                                       )
Temp. Receptionist                     )
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SIGNED, SEALED AND DELIVERED           )
in the presence of:                    )
Inez Jesionowski                       )     /s/ Negar Towfigh
----------------------------------           -----------------------------
                                       )     Authorized Signatory
928 Richards Street, Vancouver, BC     )     Newlands Oil & Gas Inc.
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                                       )
Reception                              )
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            RESOLUTIONS OF THE DIRECTORS OF NEWLANDS OIL & GAS INC.
                   (THE "CORPORATION") PASSED WITHOUT MEETING


BE IT RESOLVED THAT:

1.    The Corporation do allot, issue and deliver to the following persons the
      numbers of shares and at the price per share as set out opposite their
      respective names:


          Name               No. of Common Shares               Price
          ----               --------------------               -----

      Allen Sewell                   552,534                    $0.10



2.    The following Share Certificate representing shares in the capital of the
      Corporation Issued to Allen Sewell for 552,534 shares and the seal of the
      Corporation be affixed thereto in the presence of any one director of the
      Corporation:


          Name                    No. of Common Shares
          ----                    --------------------

      Allen Sewell                552,534 Common Shares


and that their name and other necessary particulars be entered in the registers
of the Company.




/s/ Negar Towfigh
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