Amendment No. 1 to Agreement and Plan of Reorganization between Guardian Acquisition Corporation and Triton-Eurasia Petroleum Inc.

Summary

This amendment updates the original Agreement and Plan of Reorganization between Guardian Acquisition Corporation (now Petrocal Incorporated) and Triton-Eurasia Petroleum Inc. The amendment corrects the number of outstanding shares of Triton-Eurasia and the corresponding shares to be exchanged by Guardian Acquisition from 11,264,430 to up to 13,081,764. All other terms of the original agreement remain unchanged. The amendment is effective as of July 17, 2001, and is executed by both parties' presidents.

EX-10.2 4 doc3.txt EXHIBIT 10.2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION Amendment is made to that certain agreement (the "Agreement") dated as of August 8, 2000 by and among Guardian Acquisition Corporation ("Guardian Acquisition"; now known as Petrocal Incorporated), Triton-Eurasia Petroleum Inc. ("Triton-Eurasia") and the shareholders of Triton-Eurasia for the acquisition of all the outstanding stock of Triton-Eurasia by Guardian Acquisition; and WHEREAS, Article 6.2 of the Agreement states the number of outstanding shares of Triton-Eurasia to be 11,264,430; and, further WHEREAS, Article 1.1 of the Agreement states the number of Guardian Acquisition shares to be exchanged is 11,264,430; and, further WHEREAS, the number 11,264,430 appearing in the Agreement should be amended to read up to 13,018,764 shares or such other number as shall be furnished at the time of Closing of the transaction, which reflects the corrected number of outstanding shares of Triton-Eurasia. NOW THEREFORE, it is agreed: 1. Article 6.2 of the Agreement shall be amended to state 13,081,764 as the outstanding number of shares of common stock of Triton-Eurasia. 2. Article 1.1 of the Agreement shall be amended to read up to 13,081,764 as the number of shares of common stock of Guardian Acquisition to be exchanged for the outstanding shares of Triton-Eurasia. 3. All other terms and conditions of the Agreement remain unchanged. 4. The effective date of this Amendment is as of July 17, 2001. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which together shall be one and the same instrument. [THE NEXT PAGE IS THE SIGNATURE PAGE] IN WITNESS WHEREOF, the parties have approved and executed this Amendment to the Agreement and Plan of Reorganization. GUARDIAN ACQUISITION CORPORATION By: /s/ James M. Cassidy James M. Cassidy President TRITON-EURASIA PETROLEUM, INC. By: /s/ Darren V. Katic Darren V. Katic President