Exhibit 2.2


                    AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS  AMENDMENT  to the Agreement and Plan of Merger dated February 4, 2000
(the  "Agreement")  is  entered  into  this  14th day of July, 2000 between Asia
Properties,  Inc.,  a  Nevada  corporation  ("API-Nevada"),  and Asia Properties
Investments,  Inc., a British Virgin Islands company and newly formed first-tier
wholly-owned  subsidiary  of  API-Nevada  ("API-BVI").

                                    RECITALS

     WHEREAS,  API-Nevada  and  API-BVI  entered into that certain Agreement and
Plan of Merger dated February 4, 2000, under the terms of which API-Nevada will,
upon  satisfaction  or  waiver  of  the  conditions  to closing set forth in the
Agreement,  merge  with  and  into  API-BVI;

     WHEREAS,  the  parties  desire  to  comply  with  Section  76(3)  of  the
International Business Companies Act, and the parties hereto now desire to amend
the  Agreement  to  include  a  provision  relating to the number of outstanding
shares of each class and series of shares of each constituent company specifying
each  such  class  and  series  entitled  to  vote  on  the  Merger;  and

     WHEREAS,  capitalized terms used herein shall have the meanings ascribed to
them  herein  or  in the Agreement, and references to sections herein shall mean
the  corresponding  sections  of  the  Agreement.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration of the mutual covenants and agreements
contained  herein,  and  other  good and valuable consideration, the receipt and
sufficiency  of which are hereby acknowledged, and intending to be legally bound
hereby,  the  parties  hereto  hereby  agree  as  follows:

     1.     Amendments  to  the  Agreement:
            ------------------------------

          (a)     The  following  Section  2.4  shall  be  added  to Article II:

                  Outstanding  Voting Shares Before Effective Time.  Immediately
                  ------------------------------------------------
                  before the Effective  Time, API-BVI's authorized capital of is
                  made up of one class of shares  divided  into  500  million
                  shares of $.01 par value each, of which one capital  share
                  shall be issued  and  outstanding  and entitled to vote on the
                  Merger. Immediately prior to the Effective Time,  API-Nevada's
                  authorized capital  is  made  up  of one class of common stock
                  divided into 50 million shares of  $.001  par  value  each, of
                  which 5,931,434 shares are outstanding and entitled to vote on
                  the  Merger.



     2.     Amendments  to  the  Agreement.  Except as specifically set forth in
            ------------------------------
this Amendment, the Agreement shall remain in full force and effect, without any
amendment  or  modification  thereto.


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     3.     Counterparts  and  Facsimile Signatures.  In order to facilitate the
            ---------------------------------------
execution  of  this  Amendment,  the  same  may  be  executed  in  any number of
counterparts  and  signature  pages  may  be  delivered  by  telefax.

     IN  WITNESS  WHEREOF,  this Amendment is hereby duly executed by each party
hereto  as  of  the  date  first  written  above.

API-BVI:

ASIA  PROPERTIES  INVESTMENTS,  INC.,
a  British  Virgin  Islands  company


By:/s/  Nicholas  St.  Johnston
   ----------------------------
Name  and  Title:  Nicholas  St.  Johnston,  Chief  Executive  Officer
                   ---------------------------------------------------

API-Nevada:

ASIA  PROPERTIES,  INC.,
a  Nevada  corporation


By:/s/  Nicholas  St.  Johnston
   ----------------------------
Name  and  Title:  Nicholas  St.  Johnston,  Chief  Executive  Officer
                   ---------------------------------------------------

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