AGREEMENT AND PLAN OF REORGANIZATION

Exhibit 10.4

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) made and entered into as of September 20, 2007, by and among, GD Conference Center, Inc., a Delaware corporation (hereinafter referred to as the “Company”), Deborah Destler, Peter Destler and Jonathan Destler (the “Control Stockholders” and each a “Control Stockholder”) and James Fitzsimons, an individual (the “Buyer” or “JF”).

RECITALS

WHEREAS, the Control Stockholders own a total of 890,000 restricted shares of the Company’s common stock (“Control Stock”) which shares were not included in the Company’s Registration Statement on Form SB-2 number 333-141993 ordered effective May 10, 2007 (the “Registration Statement”); and

WHEREAS, JF desires to acquire all of the Control Stock and the Control Stockholders desire to sell the Control Stock for $454,000 and JF’s contribution of certain oil and gas exploration rights set forth on Schedule A hereto (the “Rights”) to the Company (the “Purchase Price”) and the Control Stockholders desire to sell all of their Control Shares to JF for $454,000 conditioned upon JF contributing the Rights to the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in reliance upon the representations and warranties hereinafter set forth, the parties agree as follows:

1.1           Shares Being Purchased . Subject to the terms and conditions of this Agreement, at the closing provided for in Section 2 hereof (the “Closing”), each of the Control Stockholders shall sell, assign, transfer and deliver to JF the number of shares of common stock of the Company set forth opposite each such Control Stockholder’s name on the signature page hereto.

1.2            Consideration . Subject to the terms and conditions of this Agreement and in consideration of the sale, assignment, transfer and delivery of the Control Shares to JF, at the Closing the JF shall transfer the Rights to the Company and pay the Control Shareholders an aggregate of $454,000, said $454,000 (the “Cash Portion”) has been deposited by JF in an account maintained by the attorney for the Control Stockholders to be applied solely in accordance with this Agreement and upon closing shall be delivered in accordance with the written instructions of the Control Stockholders. If this Agreement shall be terminated, the Cash Portion shall be returned to JF.

2.1            Time and Place . The closing of the transactions contemplated by this Agreement shall be held at the offices of Frank J Hariton, Esq., 1065 Dobbs Ferry Road, White Plains, NY 10607, at 4:00 p.m. on September 20, 2007, or on such other date and at such other time and place as the parties may agree upon in writing (the “Closing”).

2.2            Deliveries by the Control Stockholders . At the Closing, each Control Stockholder shall deliver to JF the stock certificates representing the number of Control Shares set forth opposite the name of such Control Stockholder on the signature page hereto (which also sets forth the certificate number), duly endorsed or accompanied by stock powers duly executed in blank or otherwise in form acceptable for transfer on the books of the Company.

2.3            Deliveries by JF . At the Closing, JF shall deliver the cash portion of the Purchase Price to the Control Shareholders and Rights to the Company in form acceptable to counsel to the Company.

Each of the Control Stockholders, jointly and severally, represents and warrants to JF as follows:

3.1           Title . Such Control Stockholder owns the number of Control Shares set forth opposite such Control Stockholder's name on the signature page hereto, and shall transfer to JF at the Closing good and valid title to said number of Control Shares, free and clear of all restrictions on transfer (other than any restrictions under federal and state securities laws), liens, claims, options, charges, pledges, security interests, and encumbrances of every kind, character or description. Such Control Stockholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company.

3.2           Valid and Binding Agreement . Such Control Stockholder has the full and unrestricted right, power and authority and capacity to execute and deliver this Agreement and consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by such Control Stockholder and constitutes the valid and binding obligation of such Control Stockholder, enforceable in accordance with its terms.

3.3            Noncontravention . The execution and delivery of this Agreement and consummation of the transactions contemplated hereby do not violate or conflict with or constitute a default under any contract, commitment, agreement, understanding,

arrangement or restriction of any kind to which such Control Stockholder is a party or by which such Control Stockholder or such Control Stockholder’s property is bound, or to the knowledge of such Control Stockholder any existing applicable law, rule, regulation, judgment, or court order. Such Control Stockholder is not and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.4 Accurate Information. To the best of such Control Shareholders knowledge, after due investigation, the information filed by the Company pursuant to the Securities Act of 1933, as amended (the “1933 Act”) and the Securities and Exchange Act of 1934, as amended (the “1934 Act”) is true accurate and complete and does not omit any facts, necessary to make such documents not misleading.

JF represents and warrants to the Company and each of the Controlling Shareholders as follows:

4.1            Authority . JF has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated herein. This Agreement constitutes the valid and binding obligation of JF, enforceable in accordance with its terms.

4.2            Information Regarding The Buyer and The Rights. The Buyer has delivered to the Company and the Control Stockholders a draft Form 8-K to be filed by the Company on completion of the transactions contemplated by this Agreement (the “8-K Draft”). The 8-K Draft accurately describes the Rights and will not be materially changed prior to filing. Counsel to the Company has confirmed the 8-K Draft complies as to form and content with the rules and regulations of the Securities and Exchange Commission (“SEC”) in all material respects.

4.3           Litigation . There is no claim, action suit or proceeding, at law or in equity, pending or threatened against Buyer affecting any of the Rights, (nor, to the knowledge of the Buyer, is there any basis therefor) that might result, either in any case or in the aggregate, in any material adverse change in the Rights, nor is there any judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator outstanding against the Buyer or relating to the Rights having, or which insofar as can be reasonably foreseen, in the future may have, any such effect. There is no claim, action, suit or proceeding by the Buyer currently pending or which Buyer intends to initiate that might potentially result in a counterclaim affecting the Rights.

4.4           No Conflict . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or result in a breach of any term or provision of, or constitute a default under or

result in a violation of any agreement, contract, lease, license or instrument to which JF is a party or by which it or any of his properties or assets are bound, or any judgment, decree, order, or writ by which JF is bound or to which it or any of his properties or assets are subject.

4.5            Consent . No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality is required by or with respect to JF or the Rights in connection with the execution and delivery of this Agreement or the consummation by JF of the transactions contemplated herein.

The Company represents and warrants to JF as follows:

5.1            Authority . The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement, and the consummation of the transactions contemplated herein, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

5.2(a)      The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; has the corporate power and authority to carry on its business as presently conducted; and is qualified to do business as a foreign corporation and is in good standing under the laws of each state in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business or financial condition of the Company.

5.2(b)        The copies of the Articles of Incorporation, and all amendments thereto, of the Company, as certified by the Secretary of State of Delaware, and the bylaws of the Company and all amendments thereto, as certified by the Secretary of the Company, which will be delivered to JF for examination prior to the Closing, are complete and correct copies of the Articles of Incorporation and bylaws of the Company in effect on the date hereof. All minutes of meetings and actions in writing without a meeting of the Board of Directors and stockholders of the Company are contained in the minute book of the Company, which will be delivered to JF for examination prior to the Closing, and no minutes or actions in writing without a meeting will be included in such minute book since delivery to JF that will not also be delivered to JF. The minute book of the Company contains complete and accurate records of all meetings and other corporate actions of its Board of Directors and stockholders.

5.3(a)      The authorized capital stock of the Company consists of 20,000,000 shares of Common Stock, $.0001 par value, of which 1,054,000 shares are issued and outstanding and 1,000,000 shares of Preferred Stock, $0.0001 par value, of which there are no shares issued and outstanding. All of the issued and outstanding shares of Common Stock of the Company are duly authorized, validly issued, fully paid and non-assessable, are not subject to preemptive rights created by statute, the Company’s charter documents or bylaws or any agreement to which the Company is a party or by which it is bound, and were offered and sold in compliance with applicable state and Federal securities laws.

5.3(b)      There are no outstanding options, warrants, subscriptions, calls, rights, demands, commitments, convertible securities or other agreements or arrangements of any character or nature whatsoever to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, sold or delivered, additional shares of capital stock of the Company or obligating the Company to grant, extend or enter into any such option, warrant, subscription, call, right, demand, commitment, convertible security or other agreement.

5.4            Equity Investments . The Company does not own any capital stock or have any interest in any corporation, partnership, or other form of business entity.

5.5            Financial Statements . The Company has delivered to JF copies of its audited balance sheet for the fiscal year ended December 31, 2006 (the “Balance Sheet”) and the related audited statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2006 together with appropriate notes to such financial statements, a copy of which is included in the Registration Statement filed by the Company with the SEC, and copies of its unaudited balance sheet as of June 30, 2007 and the related unaudited statements of operations, changes in stockholders’ equity and cash flows for the three and six month period ended June 30, 2007 (the “Company Financial Statements”), a copy of which is included in the Company’s Quarterly Report on Form 10-QSB for the three month period ended June 30, 2007 filed by the Company with the SEC. The Company Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied, and present fairly the financial condition and results of operations of the Company at the dates and for the periods covered by the Company Financial Statements.

5.6            Absence of Liabilities . As of the date hereof and as of the date of Closing, the Company does not have and will not have any debts, liabilities, or obligations of any nature, except for legal expenses and costs, stock transfer fees and accounting fees in connection with this Transaction. Legal fees shall not exceed $10,000.

5.7            Tax Returns . Within the times and in the manner prescribed by law, the Company has filed all federal, state, and local tax returns required by law and

has paid in full all taxes, including, without limitation, all net income, gross receipts, sales, use, withholding, payroll, employment, social security, unemployment, excise and property taxes, plus applicable penalties and interest thereon (all such items are collectively referred to as “Taxes”) due to, or claimed to be due by, any governmental authority. The Balance Sheet fully accrues all current and deferred Taxes. The Company has not been delinquent in the payment of any Taxes and has no tax deficiency or claim outstanding, proposed or assessed against it, and there is no basis for any such deficiency or claim. As of the date of Closing, the Company will not have