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/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
President
TRITON-EURASIA PETROLEUM, INC.
By: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
