EXHIBIT 10
STOCK PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION
THIS STOCK
PURCHASE AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement")
is entered into on November 5, 2004, by and
among New Allied Development
Corporation, a publicly-held, Colorado
corporation ("New Allied"), Patricia
Cudd, Esq. ("Cudd"), an attorney licensed
to practice law in the State of
Colorado, 18826 Pagentry Place, Monument,
Colorado 80132, and Sandwood,
Investments, S.A., a Panamanian corporation
("Sandwood"), P.O. Box 0832-1630,
World Trade Centre, Panama, Republic of
Panama.
R E C I T A L S
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A. New Allied
desires to issue, sell and deliver to Sandwood 6,000,000
newly-issued, restricted shares (the
"Shares") of common stock, no par value per
share (the "Common Stock"), of New Allied
in consideration for the payment by
Sandwood to New Allied of the sum of
US$75,000 (the "Cash Purchase Amount") and
Sandwood's agreement to cause New Allied,
within not more than 120 days
following the date of this Agreement, to
consummate a business combination with
CleanFUEL USA, Inc., a privately-held
company, or another privately-held company
whose business is operated legally and on a
going concern basis.
B. New Allied
desires to pay Cudd out of the Cash Purchase Amount the sum
of $20,000 and issue, sell and deliver to
Cudd, immediately following the
effectiveness of the Reverse Stock Split,
1,000,000 newly-issued, restricted
shares of common stock of New Allied, which
1,000,000 shares of Common Stock of
New Allied shall not be reduced as a result
of the Reverse Stock Split, in
consideration for legal services performed
by Cudd for New Allied through the
Closing Date.
C. New Allied
desires to issue, sell and deliver to the Morningstar Trust
(the "Trust"), immediately following the
effectiveness of the Reverse Stock
Split, 250,000 newly-issued, restricted
shares of Common Stock of New Allied;
which 250,000 shares of Common Stock shall
not be reduced as a result of the
Reverse Stock Split, in consideration for
the cancellation by the Trust of that
certain unsecured promissory note dated
April 1, 1997, in the principal amount
of $800,000 due January 1, 1998, bearing
interest at the rate of 8.5% per annum,
of which the Trust is the holder and New
Allied is the maker.
D. As soon as is
reasonably practicable following the Closing, New Allied
shall take such action as is necessary to
obtain New Allied's stockholders'
approval of, and effectuate, a change in
New Allied's name from "New Allied
Development Corporation" to such name as
Sandwood shall designate, an increase
in New Allied's authorized shares of Common
Stock from 25,000,000 to 250,000,000
shares of Common Stock and effectuate a
reverse split in the shares of Common
Stock of New Allied on the basis of not
less than one share of Common Stock for
each ten shares of Common Stock issued and
outstanding (the "Reverse Stock
Split").
E. Sandwood
acknowledges and understands that, as of the Closing Date, New
Allied will have an aggregate of 2,693,039
shares of Common Stock issued and
outstanding; New Allied's only assets will
be 5,100 shares of common stock of
Success Financial Services Group and all of
the outstanding shares of common
stock of Tommyknockers Casino Corp., a
wholly-owned subsidiary of New Allied;
and New Allied will owe approximately
$45,000 in liabilities to various
creditors of New Allied that are not
affiliates and will have no indebtedness to
its officers, directors or other
affiliates.
<PAGE>
A G R E E M E N T
-----------------
It is agreed as
follows:
1.
REORGANIZATION.
---------------
1.1
Incorporation of Recitals. The provisions and recitals set
forth
hereinabove are hereby referred to and
incorporated herein and made a part of
this Agreement by reference.
1.2 Agreement of New
Allied to Issue Stock to Sandwood. Subject to the
terms and upon the conditions set forth
herein, New Allied agrees to issue, sell
and deliver to Sandwood, and Sandwood
agrees to purchase from New Allied, at the
Closing, 6,000,000 newly-issued, restricted
Shares in exchange for the payment
by Sandwood to New Allied of the sum of
US$75,000.
1.3 Agreement of
New Allied to Pay Cash and Issue Stock to Cudd. Subject to
the terms and upon the conditions set forth
herein, New Allied agrees to pay
Cudd, and Cudd agrees to accept payment
from New Allied, of the amount of
US$20,000 and New Allied agrees to issue,
sell and deliver to Cudd, and Cudd
agrees to purchase from New Allied,
immediately following the effectiveness of
the Reverse Stock Split, 1,000,000
newly-issued, restricted shares of Common
Stock of New Allied in exchange for the
forgiveness by Cudd of the aggregate
amount of accrued fees for the performance
of legal services owed by New Allied
to Cudd as of the Closing Date.
1.4 Agreement of New
Allied to Issue Stock to the Trust. New Allied agrees
to issue, sell and deliver to the Trust,
and the Trust agrees to purchase from
New Allied, immediately following the
effectiveness of the Reverse Stock Split,
250,000 newly-issued, restricted shares of
Common Stock of New Allied in
exchange for the return for cancellation by
the Trust of that certain unsecured
promissory note dated April 1, 1997, in the
principal amount of $800,000 due
January 1, 1998, bearing interest at the
rate of 8.5% per annum, of which the
Trust is the holder and New Allied is the
maker.
1.5 Closing. The
closing (the "Closing") of the issuance of the Shares to
Sandwood and the other transactions
contemplated by this Agreement shall take
place at the offices of Cudd, as the escrow
agent (the "Escrow Agent"), located
at 18826 Pagentry Place, Monument, Colorado
80132, at 10:00 a.m., local time, on
Friday, November 19, 2004, or at such other
time and place as may be agreed to
by Sandwood, New Allied and Cudd (the
"Closing Date").
1.6
Instruments.
(a) New Allied
shall deliver to the Escrow Agent on the Closing Date
original certificates evidencing the
Shares, in form and substance satisfactory
to Sandwood, in order to effectively vest
in Sandwood all right, title and
interest in and to the Shares. From time to
time after the Closing Date, and
without further consideration, New Allied
will execute and deliver such other
instruments and take such other actions as
Sandwood may reasonably request in
order to more effectively issue the Shares
to it.
<PAGE>
(b) New Allied
shall deliver to Cudd and the Trust, immediately following
the effectiveness of the Reverse Stock
Split, original certificates evidencing
1,000,000 and 250,000 shares of common
stock of New Allied, in form and
substance satisfactory to Cudd and the
Trust, respectively, in order to
effectively vest in Cudd and the Trust,
respectively, all right, title and
interest in and to the shares of New Allied
Common Stock. From time to time
after the Closing Date, and without further
consideration, New Allied will
execute and deliver such other instruments
and take such other actions as the
Trust or Cudd may reasonably request in
order to more effectively issue the
shares of Common Stock of New Allied to
each of them.
2.0 DEPOSIT.
--------
On the date of
this Agreement, Sandwood shall send via wire transfer the
sum of US$10,000 to the attorney's (COLTAF)
trust account of Cudd, which shall
be non-refundable and US$5,000 of which
amount shall be paid to Cudd for accrued
legal services performed for New Allied
prior to the Closing.
3.0 DELIVERIES
AT THE CLOSING.
-------------------------
3.1 New Allied's
Deliveries at the Closing. At or prior to the Closing and
as a condition of Closing, New Allied shall
deliver or cause to be delivered to
the Escrow Agent at her offices located at
18826 Pagentry Place, Monument,
Colorado 80132, all of the following:
(a) Original certificate representing the 6,000,000
newly-issued,
restricted
Shares in the name of Sandwood, in form and substance
satisfactory to
Sandwood;
(b) Original certificates representing 5,100 shares of common stock
of
Success
Financial Services Group and all of the outstanding shares of
common stock of
Tommyknockers Casino Corp., a wholly-owned subsidiary of
New Allied,
together with duly executed stock powers, in form and substance
satisfactory to
Sandwood;
(c) Checks in the amounts of US$50,000 and US$15,000 made payable
to
the attorney's
(COLTAF) trust account of Cudd and Cudd, respectively;
(d) Two executed originals of the Officer's Certificate signed by
New
Allied's
Secretary/Treasurer and dated as of the Closing Date in the
form
attached hereto
as Exhibit A;
(e) Two executed originals of the certified resolutions of the
Board
of Directors of
New Allied in the form attached hereto as Exhibit B (i)
authorizing the
consummation of the transactions contemplated by this
Agreement; and
(ii) electing the person(s) designated by Sandwood as an
officer(s) and
director(s) of New Allied effective as of the Closing Date;
(f) Written resignations of the officers and directors of New
Allied
effective as of
the Closing Date in form satisfactory to Sandwood;
<PAGE>
(g) A certified list of the record holders of New Allied Common
Stock
as of the most
recent practicable date evidencing all of the shares of New
Allied Common
Stock issued and outstanding;
(h) A certificate of good standing of New Allied from the State
of
Colorado as of
the most recent practicable date;
(i) A signed copy of the Escrow Instruction in the form of Exhibit
C
attached hereto;
and
(j) Such other documents and instruments as shall be reasonably
necessary to
effectuate the transactions contemplated hereby.
3.2 Sandwood's
Deliveries at the Closing. At or prior to the Closing,
Sandwood shall deliver or cause to be
delivered to the Escrow Agent all of the
following:
(a) Cash in the aggregate amount of Sixty-Five Thousand Dollars
(US$65,000);
(b) Two executed originals of the Director's Certificate signed
by
Sandwood's
appointed director and dated as of the Closing Date in the form
attached hereto
as Exhibit D;
(c) Two executed originals of the certified resolutions of the
Board
of Directors of
Sandwood in the form attached hereto as Exhibit E
authorizing the
consummation of the transactions contemplated by this
Agreement;
(d) A signed copy of the Escrow Instruction in the form of Exhibit
C
attached hereto;
and
(e) Such other documents and instruments as shall be reasonably
necessary to
effectuate the transactions contemplated hereby.
3.3 Cudd's
Deliveries at the Closing. At or prior to the Closing and as a
condition of Closing, Cudd shall deliver or
cause to be delivered to the Escrow
Agent all of the following:
(a) An agreement in form and substance satisfactory to Sandwood
providing for
the forgiveness by Cudd of the aggregate amount of accrued
fees for legal
services owed by New Allied to Cudd as of the Closing Date;
(b) A
signed copy of the Escrow Instruction in the form of Exhibit C
attached hereto;
and
(c) Such documents and instruments as shall be reasonably necessary
to
effectuate the
transactions contemplated hereby.
4.0 DELIVERIES
IMMEDIATELY FOLLOWING THE REVERSE STOCK SPLIT.
---------------------------------------------------------
Immediately following the Reverse Stock
Split, New Allied shall deliver or cause
to be delivered to the Escrow Agent at her
offices located at 18826 Pagentry
Place, Monument, Colorado 80132,
certificates representing 1,000,000
newly-issued, restricted, post-Reverse
Stock Split shares of Common Stock of New
Allied in the name of Cudd and 250,000
newly-issued, restricted, post- Reverse
Stock Split shares of Common Stock of New
Allied in the name of the Trust.
<PAGE>
5.0
REPRESENTATIONS AND WARRANTIES OF SANDWOOD.
-------------------------------------------
Sandwood represents, warrants and covenants to and with
New Allied,
with respect to itself, as follows:
5.1 Organization
and Good Standing. Sandwood is a corporation duly
organized, validly existing and in good
standing under the laws of the country
of Panama and has full corporate power and
authority to enter into and perform
its obligations under this Agreement.
5.2 Validity of
Transactions. This Agreement, each document executed and
delivered by Sandwood in connection with
the transactions contemplated by this
Agreement and the performance of the
transactions contemplated therein have been
duly authorized by the director(s) of
Sandwood, have been duly executed and
delivered by Sandwood and each is the valid
and legally binding obligation of
Sandwood, enforceable in accordance with
its terms, except as may be limited by
applicable bankruptcy, insolvency,
reorganization and moratorium laws and other
laws affecting enforcement of creditor's
rights generally and by general
principles of equity.
5.3 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
(i) the organizational documents of
Sandwood, as amended, (ii) any agreement,
contract, lease, license or instrument
to which Sandwood is a party or by which
Sandwood or any of its properties or
assets are bound or (iii) any judgment,
decree, order or writ by which Sandwood
is bound or to which it or any of its
properties or assets are subject.
5.4 Accuracy of
Information. None of the representations or warranties or
information provided and to be provided by
Sandwood in this Agreement, or any
schedules or exhibits hereto, contains or
will contain any untrue statement of a
material fact or omits or will omit to
state any material facts necessary in
order to make the statements and facts
contained herein or therein not false or
misleading. Copies of all documents
heretofore or hereafter delivered or made
available to New Allied pursuant hereto
were or will be complete and accurate
records of such documents.
5.5 Investment
and Related Representations. Sandwood is aware that neither
the Shares nor the offer or sale thereof to
Sandwood has been registered under
the Securities Act of 1933 (the "Securities
Act") or under any state securities
law. Sandwood understands that the Shares
will be characterized as "restricted"
securities under federal securities laws
inasmuch as they are being acquired in
a transaction not involving a public
offering and that under such laws and
applicable regulations such securities may
be resold without registration under
the Securities Act only in certain limited
circumstances. Sandwood agrees that
it will not sell all or any portion of the
Shares except pursuant to
registration under the Securities Act or
pursuant to an available exemption from
registration under the Securities Act.
Sandwood understands that each
certificate for the Shares issued to
Sandwood or to any subsequent transferee
shall be stamped or otherwise imprinted
with the legend set forth below
summarizing the restrictions described in
this Section 5.5 and that New Allied
shall refuse to transfer the Shares except
in accordance with such restrictions:
<PAGE>
THE SHARES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"). THE SHARES HAVE
BEEN
ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED
OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND
EFFECTUATEIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH
SHARES,
OR AN OPINION OF THE ISSUER'S COUNSEL TO THE EFFECTUATE THAT
REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT.
Sandwood
acknowledges having received and reviewed New Allied's
Registration Statement on Form 10-SB under
Section 12(g) of the Exchange Act
(the "Registration Statement"), Annual
Report on Form 10-KSB for the year ended
December 31, 2001 (the "2001 Annual
Report") filed with the SEC on April 1,
2002, and Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2001
(the "Quarterly Report"), filed with the
SEC on May 20, 2002. Sandwood
acknowledges and represents that it has
reviewed the financial statements
(collectively, the "Financial Statements")
contained within the Registration
Statement, the 2001 Annual Report and the
Quarterly Report (collectively, the
"SEC Reports") and is fully aware of the
current financial condition of New
Allied, including its assets and
liabilities. Sandwood warrants and represents
that, other than the SEC Reports, it is not
relying upon any other information,
written and/or oral, with regard to the
status of New Allied's financial
condition, including but not limited to the
status of the assets and liabilities
set forth in the SEC Reports. Sandwood
further acknowledges that New Allied has
given to Sandwood and its counsel,
accountants and other advisors, agents,
consultants and representatives, full
access to all of the properties, books,
contracts, commitments and records of New
Allied, and has furnished or will
furnish all such information concerning it
(including its operations, financial
condition and business plan) as Sandwood
has requested or may request.
6.0
REPRESENTATIONS AND WARRANTIES OF NEW ALLIED.
---------------------------------------------
New Allied represents, warrants and
covenants to and with Sandwood as set forth
below. As used herein, the term "New Allied
Disclosure Schedule" shall refer to
the New Allied Disclosure Schedule attached
hereto as Exhibit F and incorporated
herein by this reference.
6.1 Organization
and Good Standing. New Allied is a corporation duly
organized, validly existing and in good
standing under the la
