Sample Business Contracts

Letter Agreement - Pan Asia Mining Corp., China Non-Metal Mine Enterprise Group 701 Mine and VVS1 Ltd.

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                                                                  March 24, 2002

                                LETTER AGREEMENT

We  hereby  agree  that  the  due date for the balance of the cash contribution,
being  approximately  US$1,500,000  as  required  by the Joint Venture Agreement
dated  February  3, 1994  between China Non-Metal Mine Enterprise Group 701 Mine
("Group  701")  and VVS1 Limited ("VVS1"), a wholly owned subsidiary of Pan Asia
Mining Corp., will be extended until such time that the Joint Venture Board meet
again  sometime  in  May  2002  or  such other time as mutually agreed upon.  We
further  confirm  our  mutual  understanding  as  follows:

(a)  the  Non-Complying  Event does not constitute an Event of Default under the
     above  Joint  Venture  Agreement;
(b)  neither  Group  701  nor  VVS1  is in breach of their obligations under the
     Joint Venture Agreement and the Joint Venture Agreement is in good standing
     and  is  in  full  force  and  effect  as  of  the  date  hereof.
(c)  Group  701  and VVS1 have and will continue to take all reasonable steps to
     cause their respective members of the Board of the Joint Venture Company to
     consider  and  make  determinations  of  the  following  matters;
(d)  any  steps  which  may  be  reasonably  necessary to ensure the unfulfilled
     Non-Complying  Event  is  fulfilled  as  soon  as  practicable;
(e)  establish  a  budget  and an investment schedule, including amounts and the
     time  by  which  capital contributions to the Joint Venture Company will be
(f)  any other matters respecting the affairs of the Joint Venture Company which
     the  Board  may  consider  necessary  and  appropriate.
(g)  VVS1 is hereby authorized to deliver a copy of this letter to its auditors,
     its  legal  counsel,  the  Canadian Venture Exchange, existing or potential
     investors  in Pan Asia Mining Corp. or other parties requiring confirmation
     of  the  matters  deal  with  herein.

To  indicate your acceptance of the foregoing, execute and return a copy of this
letter  to  us  via  telefax.  This  Confirmation  Letter  may  be  executed  in

"Zhang  Yulin"
Zhang Yulin
China Non-Metal Mine Enterprise Group 701 Mine
Shandong Province, People's Republic of China

"James  Poe"
James Poe
Chairman and CEO
Pan Asia Mining Corp.

 TELEPHONE: (604) 608 - 6686 / TOLL FREE: 1-888-328-8833 / FAX: (604) 608 - 6687