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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
---------------
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.
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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.
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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 laws
o
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