Filed by sedaredgar.com - EuroGas, Inc. - Exhibit 10.2






AMENDING AGREEMENT 

THIS AMENDING AGREEMENT is made with effect as of
November 3, 2008, 

BETWEEN: 

REGENT VENTURES
LTD., of Penthouse 8, 1060 Alberni Street, 
Vancouver, British
Columbia, V5T 4K2 

(“Regent") 

OF THE FIRST PART 

AND: 

EUROGAS, INC., of
4087 Nike Drive, Unit #3, West Jordan, Utah, 84088 

(the “Purchaser") 

OF THE SECOND PART 

WHEREAS: 

	A. 	
      Regent and the Purchaser entered into a Share Option
      Agreement dated April 22, 2008 (the “Original Agreement”), pursuant
      to which Regent granted to the Purchaser the exclusive right to acquire
      all of Regent’s right, title and interest in and to 450 ordinary shares in
      the capital of McCallan Oil & Gas (U.K.) Ltd. (the
      “Shares”);

	 	 
	B. 	
      the Purchaser is unable to make the payment of
      C$1,000,000 on or before November 3, 2008 as required by section 4.1(b) of
      the Original Agreement;

	 	 
	C. 	
      Regent has agreed to forebear from terminating the
      Original Agreement and to amend certain terms of the Original Agreement
      dealing with the deadline for future payments, upon and subject to the
      terms of this Amending Agreement;



NOW THEREFORE in consideration of the premises and
mutual agreements in this Amending Agreement, and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties agree as follows: 

	1. 	
      Unless otherwise noted herein, all capitalized terms
      shall have the same meanings as those ascribed to them in the Original
      Agreement.

	 	 	 
	2. 	
      Regent agrees to forebear from terminating the Original
      Agreement and to amend the Original Agreement as set out herein, provided
      that Regent receives the following share certificates on or before 5:00 pm
      (Vancouver time) on April 22, 2009:

	 	 	 
		(a) 	
      a certificate representing 2,000,000 common shares in the
      capital of the Purchaser (the “Extension Shares”), duly registered
      in the name of Regent, which Extension Shares shall be fully paid and
      non-assessable shares, free and clear of all liens, charges, adverse
      interests or restrictions on resale, except those sales restrictions as
      normally required under the rules and regulations of the SEC;
  and







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	 	(b) 	
      a replacement certificate representing the EuroGas
      Shares, with all legends removed such that they are free of all
      restrictions on resale.




		
      In the event that Regent is not in receipt of both
      certificates prior to the time set out above, the Original Agreement shall
      terminate and be of no further force or effect. The Purchaser expressly
      acknowledges that it shall have no right to any extension of the time for
      satisfying the above conditions for any reason whatsoever.

	 	 	 
	3. 	
      Effective as of the date that the conditions in section 2
      are satisfied in full, the Original Agreement shall be amended as
      follows:

	 	 	 
		(a) 	
      sections 4.1, 4.2 and 4.3 of the Original Agreement shall
      be deleted in their entirety and shall be replaced with the
    following:



"4.1.        Optioned
Shares – Relying on the representations and warranties set forth in Section
3 hereof, Regent hereby grants to the Purchaser the sole and exclusive right and
Option to acquire all of Regent’s right, title and interest in and to the
Shares, which Option may be exercised by the Purchaser on the following basis
and for the following consideration (the “Consideration”): 

	 	(a) 	
      concurrent with the execution of this Agreement, the
      Purchaser shall deliver the EuroGas Shares to Regent;

	 	 	 	 
	 	(b) 	
      on or before December 31, 2009, the Purchaser shall pay
      to Regent the sum of $3,000,000 (the “Cash Consideration”), and
      Regent shall have the right, at any time and from time to time until
      December 31, 2009, to convert all or any part of Cash Consideration into a
      subscription for restricted common shares of the Purchaser (“Conversion
      Shares”) at prevailing share prices on the following basis:

	 	 	 	 
	 		(i) 	
      Regent shall provide the Purchaser with a written notice
      of conversion (a “Notice”), and each Notice must state the
      intention of Regent to convert the Cash Consideration or a portion thereof
      and the number of Conversion Shares for which Regent is subscribing, the
      effect of such conversion will be to reduce the Cash Consideration payable
      to Regent by the amount converted effective from the date the Notice is
      actually received by the Purchaser;

	 	 	 	 
	 		(ii) 	
      the conversion price of Cash Consideration into
      Conversion Shares shall equal the last closing price of the Purchaser’s
      shares as traded on the Frankfurt Stock Exchange (Freiverkehr) in Germany
      on the trading day preceding the date of the Notice;

	 	 	 	 
	 	(c) 	
      on or before March 31, 2009, the Purchaser shall deliver
      written confirmation from EuroGas Polska sp.zo.o, a wholly-owned
      subsidiary of McCallan Oil & Gas (UK) Ltd., to Regent that Regent has
      been granted the Production Royalty (the “PR
  Evidence”).



4.2        Exercise of
Option – Effective as of the date that the Purchaser has delivered to Regent
the EuroGas Shares, the Cash Consideration or Conversion Shares (as the case may
be) and the PR Evidence, the Purchaser shall be deemed to have exercised the
Option and this Agreement shall thereupon 




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become a binding contract of Purchase
and Sale between the Purchaser and Regent. 

4.3     
  Termination of Option – In the event that the Purchaser fails to deliver
  the Consideration to Regent by the dates specified in Section 4.1 hereof, this
  Agreement shall be deemed to have been terminated and of no further force or
  effect, and with such termination the Purchaser shall have forfeited any rights
  to the Shares, and Regent shall be entitled to retain the Shares together with
  any part of the Consideration received by Regent from the Purchaser hereunder."


	 	(b) 	
      section 8.1(b) of the Original Agreement shall be deleted
      in its entirety and shall be replaced with the
following:




	 	“(b) 	if to the Purchaser at: 
	 	  	  
	 	  	4087 Nike Drive 
	 	  	Unit #3 
	 	  	West Jordan, Utah 
	 	  	84088” 



	 	(c) 	
      the following shall be added to the Original Agreement as
      section 9.10:



"9.10.      Waivers
  – Except as expressly provided in this Agreement, no amendment or waiver
  will be binding unless made in writing and signed by both parties to this Agreement.
  No waiver of any provision, or any portion of any provision, of this Agreement
  will constitute a waiver of any other part of the provision or any other provision
  of this Agreement nor a continuing waiver unless otherwise expressly provided.”


	4. 	
      Regent and the Purchaser will execute and deliver such
      other documents and do such other things as may be reasonably necessary to
      give full effect to the transactions contemplated herein.

	 	 
	5. 	
      Except as amended hereby, all other terms and conditions
      of the Original Agreement remain in full force and effect.

	 	 
	6. 	
      This Amending Agreement may be executed in any number of
      counterparts, each of which, when so executed and delivered, shall
      constitute an original and all of which together shall constitute one
      instrument.



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	7. 	
      Delivery of an executed copy of this Amending Agreement
      by electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be
      execution and delivery of this Amending Agreement as of the date
      hereinafter set forth.



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

	REGENT VENTURES LTD. 	) 	 
	  	) 	 
	Per: /s/ Rick Wilson 	) 	 
	  	) 	 
	  	  	 
	Authorized Signatory 	) 	 
	  	  	 
	  	  	 
	EUROGAS, INC. 	) 	 
	  	) 	 
	Per: /s/ Wolfgang Rauball 	) 	 
	  	) 	 
	  	) 	 
	Authorized Signatory 	)