EXHIBIT 10.1


     AGREEMENT  AND  PLAN  OF  REORGANIZATION  among  GUARDIAN  ACQUISITION
CORPORATION,  a  Delaware  corporation  ("Guardian"),  TRITON-EURASIA PETROLEUM,
INC.,  a  Canadian  corporation  ("Triton-Eurasia")  and  the  persons listed in
Exhibit  A  hereof (collectively the "Shareholders"), being the owners of record
of  all  the  issued  and  outstanding  stock  of  Triton-Eurasia.

     Whereas,  Guardian  wishes to acquire and Shareholders wish to transfer all
of  the  issued  and  outstanding  securities of Triton-Eurasia in a transaction
intended  to  qualify  as a reorganization within the meaning of 368(a)(1)(B) of
the  Internal  Revenue  Code  of  1986,  as  amended  (the  Exchange).

     Now,  therefore,  Guardian, Triton-Eurasia, and the Shareholders adopt this
plan  of  reorganization  and  agree  as  follows:

     1.     EXCHANGE  OF  STOCK

     1.1.     NUMBER  OF SHARES.  The Shareholders agree to transfer to Guardian
at  the  Closing  (defined  below)  the  number  of  shares  of  common stock of
Triton-Eurasia, no par value per share, shown opposite their names in Exhibit A,
in  exchange  for  an  aggregate  of 11,264,430 shares of voting common stock of
Guardian,  $  .0001  par  value  per  share.

     1.2.     EXCHANGE  OF  CERTIFICATES.  Each  holder  of  an  outstanding
certificate  or  certificates  theretofore representing shares of Triton-Eurasia
common  stock  shall surrender such certificate(s) for cancellation to Guardian,
and  shall  receive  in  exchange a certificate or certificates representing the
number  of  full  shares  of  Guardian  common  stock  into  which the shares of
Triton-Eurasia  common  stock  represented by the certificate or certificates so
surrendered shall have been converted.  The transfer of Triton-Eurasia shares by
the Shareholders shall be effected by the delivery to Guardian at the Closing of
certificates  representing  the  transferred  shares  endorsed  in  blank  or
accompanied  by  stock  powers  executed  in  blank.

     1.3.     FRACTIONAL  SHARES.  Fractional  shares  of  Guardian common stock
shall  not  be  issued,  but  in lieu thereof Guardian shall round up fractional
shares  to  the  next  highest  whole  number.

     1.4.     FURTHER  ASSURANCES.  At  the  Closing  and  from  time  to  time
thereafter,  the Shareholders shall execute such additional instruments and take
such  other  action  as  Guardian may request in order more effectively to sell,
transfer, and assign the transferred stock to Guardian and to confirm Guardian's
title  thereto.
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     2.     CLOSING

     2.1.     MANNER.  The  Closing  contemplated  herein  shall  be held at the
offices  of the Exchange Agent provided for herein without requiring the meeting
of  the  parties  hereof.  All  proceedings  to be taken and all documents to be
executed  at  the  Closing  shall  be  deemed  to have been taken, delivered and
executed  simultaneously,  and no proceeding shall be deemed taken nor documents
deemed  executed or delivered until all have been taken, delivered and executed.
The date of Closing may be accelerated or extended by agreement of the  parties.

     2.2.     EXECUTION  OF DOCUMENTS.  Any copy, facsimile telecommunication or
other  reliable  reproduction  of  the  writing or transmission required by this
agreement  or  any signature required thereon may be used in lieu of an original
writing  or  transmission  or  signature  for any and all purposes for which the
original  could be used, provided that such copy, facsimile telecommunication or
other  reproduction  shall  be  a  complete  reproduction of the entire original
writing  or  transmission  or  original  signature.

     3.     UNEXCHANGED  CERTIFICATES.   Until  surrendered,  each  outstanding
certificate  that  prior  to the Closing represented Triton-Eurasia common stock
shall  be  deemed for all purposes, other than the payment of dividends or other
distributions,  to evidence ownership of the number of shares of Guardian common
stock  into  which it was converted.  No dividend or other distribution shall be
paid  to  the  holders  of  certificates  of  Triton-Eurasia  common stock until
presented  for  exchange  at  which  time  any  outstanding  dividends  or other
distributions  shall  be  paid.

     4.     REPRESENTATIONS  AND  WARRANTIES  OF  GUARDIAN

     Guardian  represents  and  warrants  as  follows:

     4.1.     CORPORATE  ORGANIZATION  AND  GOOD  STANDING.  Guardian  is  a
corporation  duly  organized,  validly  existing, and in good standing under the
laws  of  the  State  of  Delaware, and is qualified to do business as a foreign
corporation  in  each  jurisdiction,  if  any, in which its property or business
requires  such  qualification.

     4.2.     REPORTING  COMPANY STATUS.  Guardian has filed with the Securities
and  Exchange  Commission  a  registration  statement on Form 10-SB which became
effective  pursuant  to  the  Securities Exchange Act of 1934 and is a reporting
company  pursuant  to  Section 12(g)  thereunder.

     4.3.     REPORTING  COMPANY  FILINGS.  Guardian  has  timely  filed  and is
current  on  all  reports  required  to  be  filed  by  it pursuant to Section
13 of the Securities  Exchange  Act  of  1934.

     4.4.     CAPITALIZATION.  Guardians  authorized  capital  stock consists of
100,000,000  shares of common stock, $.0001 par value, of which 5,000,000 shares
are  issued  and  outstanding, and 20,000,000 shares of non-designated preferred
stock  of  which  no  shares  are  designated  or  issued.

     4.5.     ISSUED  STOCK.  All the outstanding shares of its common stock are
duly  authorized  and  validly  issued,  fully  paid  and  non-assessable.

     4.6.     STOCK  RIGHTS.  Except  as  may  be  set out by attached schedule,
there are no stock grants, options, rights, warrants or other rights to purchase
or  obtain  Guardian common or preferred stock issued or committed to be issued.


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     4.7.     CORPORATE  AUTHORITY.  Guardian  has all requisite corporate power
and authority to own, operate and lease its properties, to carry on its business
as  it  is now being conducted and to execute, deliver, perform and conclude the
transactions  contemplated  by  this  agreement  and  all  other  agreements and
instruments  related  to  this  agreement.

     4.8.     AUTHORIZATION.  Execution  of  this  agreement  has  been  duly
authorized  and  approved  by  Guardian's  board  of  directors.

     4.9.     SUBSIDIARIES.  Except  as  may  be  set  out by attached schedule,
Guardian  has  no  subsidiaries.

     4.10.     FINANCIAL  STATEMENTS.  Guardian's  financial  statements  dated
October 31, 1999,  copies  of  which  will  have  been delivered by Guardian to
Triton-Eurasia  prior  to  the  Closing  (the  "Guardian Financial Statements"),
fairly  present  the  financial condition of Guardian as of the date therein and
the  results  of  its  operations  for the periods then ended in conformity with
generally  accepted  accounting  principles  consistently  applied.

     4.11.     ABSENCE  OF  UNDISCLOSED  LIABILITIES.  Except  to  the  extent
reflected or reserved against in the Guardian Financial Statements, Guardian did
not  have  at  that  date  any  liabilities  or obligations (secured, unsecured,
contingent,  or  otherwise)  of  a  nature  customarily reflected in a corporate
balance  sheet  prepared  in  accordance  with  generally  accepted  accounting
principles.

     4.12.     NO  MATERIAL  CHANGES.  Except  as  may  be  set  out by attached
schedule, there has been no material adverse change in the business, properties,
or  financial  condition  of  Guardian  since the date of the Guardian Financial
Statements.

     4.13.     LITIGATION.  Except as may be set out by attached schedule, there
is  not,  to  the  knowledge  of  Guardian, any pending, threatened, or existing
litigation,  bankruptcy,  criminal,  civil,  or  regulatory  proceeding  or
investigation, threatened or contemplated against Guardian or against any of its
officers.

     4.14.     CONTRACTS.  Except  as  may  be  set  out  by  attached schedule,
Guardian  is  not a party to any material contract not in the ordinary course of
business  that  is  to  be performed in whole or in part at or after the date of
this  agreement.

     4.15.     TITLE.  Except  as  may be set out by attached schedule, Guardian
has  good and marketable title to all the real property and good and valid title
to  all other property included in the Guardian Financial Statements.  Except as
set out in the balance sheet thereof, the properties of Guardian are not subject
to any mortgage, encumbrance, or lien of any kind except minor encumbrances that
do  not  materially interfere with the use of the property in the conduct of the
business  of  Guardian.

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     4.16.     TAX  RETURNS.  Except as may be set out by attached schedule, all
required  tax  returns for federal, state, county, municipal, local, foreign and
other  taxes  and  assessments have been properly prepared and filed by Guardian
for  all years for which such returns are due unless an extension for filing any
such  return  has  been  filed.  Any  and all federal, state, county, municipal,
local,  foreign and other taxes and assessments, including any and all interest,
penalties  and  additions imposed with respect to such amounts have been paid or
provided  for.  The  provisions  for  federal  and  state taxes reflected in the
Guardian  Financial  Statements are adequate to cover any such taxes that may be
assessed  against  Guardian in respect of its business and its operations during
the  periods covered by the Guardian Financial Statements and all prior periods.

     4.17.     NO  VIOLATION.  Consummation  of the Exchange will not constitute
or  result  in  a  breach  or default under any provision of any charter, bylaw,
indenture,  mortgage,  lease, or agreement, or any order, judgment, decree, law,
or  regulation to which any property of Guardian is subject or by which Guardian
is  bound.

     5.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  SHAREHOLDERS

     The  Shareholders,  individually  and  separately, represent and warrant as
follows:

     5.1.     TITLE  TO  SHARES.  The  Shareholders,  and  each of them, are the
owners,  free  and  clear  of  any  liens  and  encumbrances,  of  the number of
Triton-Eurasia  shares which are listed in the attached Exhibit A and which they
have  contracted  to  exchange.

5.2.     STOCK  RIGHTS. No Shareholder owns or claims any stock grants, options,
rights, warrants or other rights to purchase or obtain Triton-Eurasia's
common or preferred  stock.

5.3.     ALL  STOCK.  Each  Shareholder shall transfer herewith all common stock
of
Triton-Eurasia  owned  legally  or  beneficially  by  such  Shareholder.

     5.4.     LITIGATION.  There  is  no litigation or proceeding pending, or to
each  Shareholders  knowledge  threatened,  against  or  relating  to  shares of
Triton-Eurasia  held  by  the  Shareholders.

     6.     REPRESENTATIONS  AND  WARRANTIES  OF  TRITON-EURASIA

     Triton-Eurasia  represents  and  warrants  as  follows:

     6.1.     CORPORATE  ORGANIZATION  AND  GOOD  STANDING.  Triton-Eurasia is a
corporation  duly  organized,  validly  existing, and in good standing under the
laws  of Canada and is qualified to do business as a foreign corporation in
each  jurisdiction,  if  any,  in  which  its property or business requires such
qualification.

     6.2.     CAPITALIZATION.  Triton-Eurasia's  authorized  capital  stock
consists  of  an  unlimited number of common stock, with no stated par value per
share,  of  which 11,264,430 shares are issued and outstanding, and an unlimited
number  of  shares  of  preferred  stock, with no stated par value per share, of
which  no  shares  are  issued  and  outstanding.

     6.3.     ISSUED  STOCK.  All the outstanding shares of its common stock are
duly  authorized  and  validly  issued,  fully  paid  and  non-assessable.

     6.4.     STOCK  RIGHTS.  Except  as  may  be  set out by attached schedule,
there are no stock grants, options, rights, warrants or other rights to purchase
or  obtain  Triton-Eurasia  common  or preferred stock issued or committed to be
issued.


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     6.5.     CORPORATE  AUTHORITY.  Triton-Eurasia  has all requisite corporate
power  and  authority  to own, operate and lease its properties, to carry on its
business  as  it  is  now  being  conducted and to execute, deliver, perform and
conclude  the  transactions  contemplated  by  this  agreement  and  all  other
agreements  and  instruments  related  to  this  agreement.

     6.6.     AUTHORIZATION.  Execution  of  this  agreement  has  been  duly
authorized  and  approved  by  Triton-Eurasia's  board  of  directors.

     6.7.     SUBSIDIARIES.  Except  as  may  be  set  out by attached schedule,
Triton-Eurasia  has  no  subsidiaries.

     6.8.     FINANCIAL STATEMENTS.  Triton-Eurasia's financial statements dated
as of January 27, 2000, copies of which will have been delivered by Triton-
Eurasia to  Guardian  prior  to  the  Exchange  Date  (the  "Triton-Eurasia
Financial Statements"), fairly present the financial condition of Triton-
Eurasia as of the date  therein  and  the  results of its operations for the
periods then ended in conformity  with  generally accepted accounting
principles consistently applied.

     6.9.     ABSENCE  OF  UNDISCLOSED  LIABILITIES.  Except  to  the  extent
reflected  or  reserved  against  in  the  Triton-Eurasia  Financial Statements,
Triton-Eurasia  did  not  have  at  that  date  any  liabilities  or obligations
(secured, unsecured, contingent, or otherwise) of a nature customarily reflected
in  a  corporate  balance  sheet  prepared in accordance with generally accepted
accounting  principles.

     6.10.     NO  MATERIAL  CHANGES.  Except  as  may  be  set  out by attached
schedule, there has been no material adverse change in the business, properties,
or  financial  condition  of Triton-Eurasia since the date of the Triton-Eurasia
Financial  Statements.

     6.11.     LITIGATION.  Except as may be set out by attached schedule, there
is not, to the knowledge of Triton-Eurasia, any pending, threatened, or existing
litigation,  bankruptcy,  criminal,  civil,  or  regulatory  proceeding  or
investigation,  threatened or contemplated against Triton-Eurasia or against any
of  its  officers.

     6.12.     CONTRACTS.  Except  as  may  be  set  out  by  attached schedule,
Triton-Eurasia  is  not  a  party  to  any material contract not in the ordinary
course  of  business that is to be performed in whole or in part at or after the
date  of  this  agreement.

     6.13.     TITLE.  Except  as  may  be  set  out  by  attached  schedule,
Triton-Eurasia  has  good and marketable title to all the real property and good
and  valid  title to all other property included in the Triton-Eurasia Financial
Statements.  Except  as  set out in the balance sheet thereof, the properties of
Triton-Eurasia are not subject to any mortgage, encumbrance, or lien of any kind
except  minor  encumbrances that do not materially interfere with the use of the
property  in  the  conduct  of  the  business  of  Triton-Eurasia.


<PAGE>
     6.14.     TAX  RETURNS.  Except as may be set out by attached schedule, all
required  tax  returns for federal, state, county, municipal, local, foreign and
other  taxes  and  assessments  have  been  properly  prepared  and  filed  by
Triton-Eurasia  for all years for which such returns are due unless an extension
for  filing any such return has been filed.  Any and all federal, state, county,
municipal, local, foreign and other taxes and assessments, including any and all
interest, penalties and additions imposed with respect to such amounts have been
paid  or  provided for.  The provisions for federal and state taxes reflected in
the  Triton-Eurasia  Financial  Statements  are adequate to cover any such taxes
that  may  be assessed against Triton-Eurasia in respect of its business and its
operations during the periods covered by the Triton-Eurasia Financial Statements
and  all  prior  periods.

     6.15.     NO  VIOLATION.  Consummation  of the Exchange will not constitute
or  result  in  a  breach  or default under any provision of any charter, bylaw,
indenture,  mortgage,  lease, or agreement, or any order, judgment, decree, law,
or  regulation  to  which  any property of Triton-Eurasia is subject or by which
Triton-Eurasia  is  bound.

7.     CONDUCT  PENDING  THE  CLOSING

     Guardian,  Triton-Eurasia  and  the  Shareholders covenant that between the
date  of  this  agreement  and  the  Closing  as  to  each  of  them:

     7.1.     No change will be made in the charter documents, by-laws, or other
corporate  documents  of  Guardian  or  Triton-Eurasia.

     7.2.     Triton-Eurasia  and  Guardian  will  use  their  best  efforts  to
maintain  and  preserve their business organization, employee relationships, and
goodwill  intact,  and will not enter into any material commitment except in the
ordinary  course  of  business.

     7.3.     None of the Shareholders will sell, transfer, assign, hypothecate,
lien, or otherwise dispose or encumber the Triton-Eurasia shares of common stock
owned  by  them.

     8.     CONDITIONS  PRECEDENT  TO  OBLIGATION  OF  TRITON-EURASIA  AND  THE
SHAREHOLDERS

     Triton-Eurasia's and the Shareholder's obligation to consummate the
Exchange shall  be  subject  to  fulfillment  on  or  before  the  Closing of
each of the following  conditions,  unless  waived  in  writing  or  by
acceptance  of Triton-Eurasia's  shares  by  the  Guardian:

     8.1.     GUARDIAN'S  REPRESENTATIONS  AND  WARRANTIES.  The representations
and  warranties  of  Guardian  set forth herein shall be true and correct at the
Closing  as  though  made  at  and  as  of  that  date,  except  as  affected by
transactions  contemplated  hereby.

     8.2.     GUARDIAN'S COVENANTS.  Guardian shall have performed all covenants
required  by  this  agreement  to  be  performed by it on or before the Closing.

     8.3.     BOARD  OF  DIRECTOR  APPROVAL.  This  Agreement  shall  have  been
approved  by  the  board  of  directors  of  Guardian.

     8.4.     SUPPORTING  DOCUMENTS  OF GUARDIAN.  Guardian shall have delivered
to  Triton-Eurasia  and  the  Shareholders  supporting  documents  in  form  and
substance reasonably satisfactory to Triton-Eurasia and the Shareholders, to the
effect  that:

<PAGE>

     (a)  Guardian  is  a  corporation  duly organized, validly existing, and in
good  standing;

     (b)  Guardian's  authorized  capital  stock  is  as  set  forth  herein;

     (c)  Certified  copies  of  the  resolutions  of  the board of directors of
Guardian  authorizing  the  execution  of  this  agreement  and the consummation
hereof;

     (d)  Secretary's certificate of incumbency of the officers and directors of
Guardian;

     (e)  Guardians  Financial Statements and unaudited financial statement from
the  date  of  Guardian's  Financial  Statements  to close of most recent fiscal
quarter;  and

     (f)  Any  document  as  may  be specified herein or required to satisfy the
conditions,  representations  and  warranties  enumerated  elsewhere  herein.

     9.     CONDITIONS  PRECEDENT  TO  OBLIGATION  OF  GUARDIAN

     Guardian's  obligation  to  consummate  the  Exchange  shall  be subject to
fulfillment on or before the Closing of each of the following conditions, unless
waived  in  writing  or  by  acceptance  of  Guardians  shares  by Shareholders:

   9.1.  TRITON-EURASIA'S AND THE SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES.
The  representations  and  warranties of Triton-Eurasia and the Shareholders set
forth  herein  shall be true and correct at the Closing as though made at and as
of  that  date,  except  as  affected  by  transactions  contemplated  hereby.

     9.2.     TRITON-EURASIA'S  AND THE SHAREHOLDERS' COVENANTS.  Triton-Eurasia
and  the  Shareholders  shall  have  performed  all  covenants  required by this
agreement  to  be  performed  by  them  on  or  before  the  Closing.

     9.3.     BOARD  OF  DIRECTOR  APPROVAL.  This  Agreement  shall  have  been
approved  by  the  board  of  directors  of  Triton-Eurasia.

     9.4.     SHAREHOLDER EXECUTION.  This Agreement shall have been executed by
all  the  Shareholders.

     9.5.     SUPPORTING DOCUMENTS OF TRITON-EURASIA.  Triton-Eurasia shall have
delivered  to  Guardian  supporting  documents  in form and substance reasonably
satisfactory  to  Guardian  to  the  effect  that:

     (a)  Triton-Eurasia  is a corporation duly organized, validly existing, and
in  good  standing;

     (b)  Triton-Eurasia's  capital  stock  is  as  set  forth  herein;


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     (c)  Certified  copies  of  the  resolutions  of  the board of directors of
Triton-Eurasia  authorizing the execution of this agreement and the consummation
hereof;

     (d)  Secretary's certificate of incumbency of the officers and directors of
Triton-Eurasia;

     (e)  Triton-Eurasia's  Financial  Statements  and  unaudited  financial
statements  for  the  period  from  the  date  of the Triton-Eurasia's Financial
Statements  to  the  close  of  the  most  recent  fiscal  quarter;  and

     (f)  Any  document  as  may  be specified herein or required to satisfy the
conditions,  representations  and  warranties  enumerated  elsewhere  herein.

     10.     SHAREHOLDER'S REPRESENTATIVE. The Shareholders hereby irrevocably
designate  and  appoint Darren Katicas their agent and attorney in
fact  ("Shareholders'  Representative")  with full power and authority until the
Closing  to execute, deliver, and receive on their behalf all notices, requests,
and  other  communications hereunder; to fix and alter on their behalf the date,
time,  and  place  of  the Closing; to waive, amend, or modify any provisions of
this agreement, and to take such other action on their behalf in connection with
this  agreement,  the  Closing, and the transactions contemplated hereby as such
agent  or  agents  deem  appropriate.

     11.     SURVIVAL  OF  REPRESENTATIONS  AND WARRANTIES.  The representations
and  warranties
of  Triton-Eurasia,  the  Shareholders and Guardian set out herein shall survive
the  Closing.

     12.     ARBITRATION

     12.1.     SCOPE.  The  parties hereby agree that any and all claims (except
only  for  requests  for  injunctive or other equitable relief) whether existing
now,  in the past or in the future as to which the parties or any affiliates may
be  adverse parties, and whether arising out of this agreement or from any other
cause,  will  be  resolved  by  arbitration  before  the  American  Arbitration
Association  within  the  District  of  Columbia.

     12.2.     CONSENT TO JURISDICTION, SITUS AND JUDGEMENT.  The parties hereby
irrevocably  consent to the jurisdiction of the American Arbitration Association
and  the  situs  of  the  arbitration  (and any requests for injunctive or other
equitable relief) within the District of Columbia.  Any award in arbitration may
be  entered  in  any  domestic  or  foreign  court  having jurisdiction over the
enforcement  of  such  awards.

     12.3.     APPLICABLE  LAW.  The  law applicable to the arbitration and this
agreement  shall  be that of the State of Delaware, determined without regard to
its  provisions  which  would otherwise apply to a question of conflict of laws.


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     12.4.     DISCLOSURE AND DISCOVERY.  The arbitrator may, in its discretion,
allow  the  parties to make reasonable disclosure and discovery in regard to any
matters  which  are the subject of the arbitration and to compel compliance with
such  disclosure  and  discovery order.  The arbitrator may order the parties to
comply with all or any of the disclosure and discovery provisions of the Federal
Rules  of  Civil  Procedure,  as  they  then  exist,  as  may be modified by the
arbitrator  consistent  with the desire to simplify the conduct and minimize the
expense  of  the  arbitration.

     12.5.     RULES  OF LAW.  Regardless of any practices of arbitration to the
contrary,  the  arbitrator will apply the rules of contract and other law of the
jurisdiction  whose  law  applies to the arbitration so that the decision of the
arbitrator  will  be,  as  much as possible, the same as if the dispute had been
determined  by  a  court  of  competent  jurisdiction.

     12.6.     FINALITY  AND  FEES.  Any  award  or  decision  by  the  American
Arbitration  Association shall be final, binding and non-appealable except as to
errors  of  law  or  the  failure of the arbitrator to adhere to the arbitration
provisions contained in this agreement.  Each party to the arbitration shall pay
its own costs and counsel fees except as specifically provided otherwise in this
agreement.

     12.7.     MEASURE  OF  DAMAGES.  In  any  adverse action, the parties shall
restrict  themselves to claims for compensatory damages and\or securities issued
or  to  be issued and no claims shall be made by any party or affiliate for lost
profits,  punitive  or  multiple  damages.

     12.8.     COVENANT  NOT  TO  SUE.  The  parties  covenant  that  under  no
conditions  will  any  party  or any affiliate file any action against the other
(except  only  requests  for  injunctive or other equitable relief) in any forum
other  than  before  the American Arbitration Association, and the parties agree
that any such action, if filed, shall be dismissed upon application and shall be
referred  for  arbitration  hereunder  with  costs  and  attorney's  fees to the
prevailing  party.

     12.9.     INTENTION.  It  is  the  intention  of  the  parties  and  their
affiliates  that  all  disputes  of  any  nature between them, whenever arising,
whether  in  regard  to this agreement or any other matter, from whatever cause,
based  on whatever law, rule or regulation, whether statutory or common law, and
however  characterized, be decided by arbitration as provided herein and that no
party  or  affiliate  be required to litigate in any other forum any disputes or
other  matters  except  for  requests  for injunctive or equitable relief.  This
agreement  shall  be  interpreted  in conformance with this stated intent of the
parties  and  their  affiliates.

     12.10.     SURVIVAL.  The provisions for arbitration contained herein shall
survive  the  termination  of  this  agreement  for  any  reason.

     13.     GENERAL  PROVISIONS.

     13.1.     FURTHER  ASSURANCES.  From  time to time, each party will execute
such  additional instruments and take such actions as may be reasonably required
to  carry  out  the  intent  and  purposes  of  this  agreement.

     13.2.     WAIVER.  Any failure on the part of either party hereto to comply
with  any  of its obligations, agreements, or conditions hereunder may be waived
in  writing  by  the  party  to  whom  such  compliance  is  owed.


<PAGE>
     13.3.     BROKERS.  Each  party  agrees  to indemnify and hold harmless the
other  party  against any fee, loss, or expense arising out of claims by brokers
or  finders employed or alleged to have been employed by the indemnifying party.

     13.4.     NOTICES.  All notices and other communications hereunder shall be
in writing and shall be deemed to have been given if delivered in person or sent
by  prepaid  first-class certified mail, return receipt requested, or recognized
commercial  courier  service,  as  follows:

If  to  Guardian,  to:

Guardian  Corporation
1504  R  Street,  N.W.
Washington,  D.C.  20009

If  to  Triton-Eurasia,  to:

Triton-Eurasia  Petroleum,  Inc.
c/o  Lazare  Potter  Giacovas  Kranjac  LLP
Attorneys  at  Law
950  Third  Avenue
New  York,  New  York  10022
Attn:  Mr.  Mario  Kranjac

If  to  the  Shareholders,  to:

If  to  the  Exchange  Agent,  to:

Pierce  Mill  Associates,  Inc.
1504  R  Street,  N.W.
Washington,  D.C.  20009


     13.5.     GOVERNING LAW.  This agreement shall be governed by and construed
and  enforced  in  accordance  with  the  laws  of  the  State  of  Delaware.

     13.6.     ASSIGNMENT.  This agreement shall inure to the benefit of, and be
binding  upon,  the  parties  hereto and their successors and assigns; provided,
however,  that  any  assignment  by any party of its rights under this agreement
without  the  written  consent  of  each  other  party  shall  be  void.

     13.7.     COUNTERPARTS.  This  agreement  may be executed simultaneously in
two  or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.  Signatures sent by
facsimile  transmission shall be deemed to be evidence of the original execution
thereof.

<PAGE>

     13.8.     EXCHANGE  AGENT  AND  CLOSING  DATE.  The Exchange Agent shall be
Pierce  Mill  Associates,  Inc.,  Washington, D.C.  The Closing shall take place
upon the fulfillment by each party of all the conditions of the Closing required
herein,  but not later than 15 days following execution of this agreement unless
extended  by  mutual  consent  of  the  parties.

     13.9.     REVIEW  OF  AGREEMENT.  Each  party  acknowledges that it has had
time  to  review  this  agreement and, as desired, consult with counsel.  In the
interpretation  of  this agreement, no adverse presumption shall be made against
any  party on the basis that it has prepared, or participated in the preparation
of,  this  agreement.

     13.10.     EFFECTIVE  DATE.  This effective date of this agreement shall be
August 8,  2000.

<PAGE>


             SIGNATURE  PAGE  TO  AGREEMENT  AND  PLAN  OF  REORGANIZATION
     AMONG  GUARDIAN,  TRITON-EURASIA  AND  THE  SHAREHOLDERS  OF TRITON-EURASIA

     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  agreement.


GUARDIAN  ACQUISITION  CORPORATION


By: /S/James Cassidy
    -----------------

TRITON-EURASIA  PETROLEUM,  INC.


By;  /s/ Darren Katic
    -----------------

SHAREHOLDERS:


/s/740795  Alberta  Ltd.
---------------------
/s/Baronosky-Otte,  M.
-------------------
/s/Davis,  Potter
--------------
/s/Dawson,  Brian  P.
------------------
/s/Duran,  Brigitte
----------------
/s/Earn,  Don
----------
/s/Eckenswiller,  Morris
---------------------
/s/Global  Holding  for  Energy  &  Lend  Lease
--------------------------------------------
/s/Gluzman,  Aaron
---------------
/s/Kahn,  Stephen
--------------
/s/Kassam,  Nadir
--------------
/s/Katic,  Darren
--------------
/s/Katic,  Vladamir
-------------------
/s/Mailot,  Bernard,  &  Mailot,  Theresa
--------------------------------------
/s/Mailot,  Cory  &  Mailot,  Bernard
----------------------------------
/s/Manhattan  Capital  Ltd.
------------------------
/s/McDermid,  Goepel
-----------------
/s/McNeil,  Gerry
--------------
/s/Rashid,  Arif
-------------
/s/Rashid,  Karim
--------------
/s/Rashid,  Zulfikar,  held  by  Merrill  Lynch
--------------------------------------------
/s/Reinhart,  Eric
---------------
/s/Rhemutulla,  Diamond
--------------------
/s/Royle,  Peggy  S.
-----------------
/s/Scanner  Investments  Inc.
--------------------------
/s/Scott,  Evens
-------------
/s/Shoarinejad,  Arash
-------------------
/s/Spitz,  Gary  K,  &  Spitz,  Cherl
----------------------------------
/s/Thomson,  Daniel  H.
--------------------
/s/Thunderbird  Mouldings  Company
-------------------------------
/s/Velji,  Alnoor  &  Azmina
-------------------------
/s/Walli,  Nishi
-------------