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EXHIBIT 10.1 STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT | Document Parties: ALLIANCE TOWERS, INC | AMERICA HOLDINGS, INC | ENCLAVES GROUP, INC | Yorkville Advisors, LLC You are currently viewing:
This Purchase and Sale Agreement involves

ALLIANCE TOWERS, INC | AMERICA HOLDINGS, INC | ENCLAVES GROUP, INC | Yorkville Advisors, LLC

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Title: EXHIBIT 10.1 STOCK PURCHASE AGREEMENT
Governing Law: Delaware     Date: 5/2/2005
Law Firm: Kirkpatrick Lockhart    

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EXHIBIT 10.1





                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

                              dated April 27, 2005



                                  by and among

                              ALLIANCE TOWERS, INC.


                              a Florida Corporation


                               ROBERT C. SANDBURG

                                     its CEO


                                  MICHAEL DELIN

                                     its CFO



                              ENCLAVES GROUP, INC.


                             a Delaware Corporation

                                       and

                        HOMES FOR AMERICA HOLDINGS, INC.

                              a Nevada corporation







                   STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE


            THIS STOCK PURCHASE  AGREEMENT AND SHARE EXCHANGE dated
the 27th day
of April, 2005 (this "Agreement"), by and among ALLIANCE TOWERS,
INC., a Florida
corporation  with its  principal  place of  business  located at
5401 South Dale
Mabry Highway,  Suite B, Tampa, Florida 33611 ("Alliance");  ROBERT
C. SANDBURG,
Chief Executive Officer of Alliance ("Sandburg"); MICHAEL DELIN,
Chief Financial
Officer of Alliance ("Delin"); ENCLAVES GROUP, INC., a Delaware
corporation with
its  principal  place of business  located at 537 Riverdale 
Avenue,  Suite 817,
Yonkers,  New York 10705 ("Enclaves");  and HOMES FOR AMERICA
HOLDINGS,  INC., a
Nevada  corporation  with its principal  place of business  located
at One Odell
Plaza, Yonkers, New York 10701 ("Homes Holdings").


                                    PREMISES

            A. This Agreement  provides for the acquisition of
Enclaves  whereby
Enclaves  shall become a wholly owned  subsidiary  of Alliance and
in connection
therewith,  the  issuance  of an amount of shares  equal,  after 
conversion  of
preferred stock, to ninety five (95 %) percent of the fully diluted
 outstanding
shares of Alliance,  subject to approval of additional authorized
shares, to the
Enclaves shareholders or their assignees.

            B. The boards of directors of Enclaves and Alliance
have determined,
subject  to the  terms and  conditions  set  forth in this 
Agreement,  that the
transaction  contemplated hereby is desirable and in the best
interests of their
stockholders, respectively. This Agreement is being entered into
for the purpose
of setting forth the terms and conditions of the proposed
acquisition.

                                    AGREEMENT

            NOW, THEREFORE,  on the stated premises and for and in
consideration
of the mutual  covenants  and  agreements  hereinafter  set forth
and the mutual
benefits to the parties to be derived here from, it is hereby
agreed as follows:


                                    ARTICLE I
                  REPRESENTATIONS, COVENANTS, AND WARRANTIES OF
              ALLIANCE TOWERS, INC., ITS OFFICERS, AND SHAREHOLDERS

            Alliance,  Sandburg,  and Delin  each  represents  and 
warrants  as
follows:


                                       2





            SECTION 1.1 ORGANIZATION.  Alliance is a corporation
duly organized,
validly  existing,  and in good  standing  under the laws of
Florida and has the
corporate power and is duly authorized, qualified, franchised and
licensed under
all applicable laws, regulations,  ordinances,  and orders of
public authorities
to own all of its  properties  and  assets and to carry on its 
business  in all
material  respects as it is now being conducted,  including 
qualification to do
business as a foreign corporation in the jurisdiction in which the
character and
location of the assets owned by it or the nature of the business 
transacted  by
it  requires   qualification.   Included  in  the  Schedules  
attached   hereto
(hereinafter  defined)  are  complete  and  correct  copies of the 
articles  of
incorporation,  bylaws,  and amendments thereto as in effect on the
date hereof.
The execution and delivery of this  Agreement does not and the 
consummation  of
the  transactions  contemplated  by this Agreement in accordance 
with the terms
hereof will not violate any provision of Alliance's articles of
incorporation or
bylaws or any agreement or instrument  binding upon Alliance or its
 properties,
inventory,  interest in properties and assets, real and personal 
(collectively,
the "Assets"),  if any.  Alliance has full power,  authority and
legal right and
has taken all action required by law, its articles of
incorporation,  its bylaws
or otherwise to authorize the execution and delivery of this
Agreement.

            SECTION  1.2  CAPITALIZATION.   The  authorized  
capitalization  of
Alliance consists of Five Billion (5,000,000,000) common shares,
$0.01 par value
per share, and Ten Million (10,000,000) Preferred Shares. As of the
date hereof,
Alliance has 2,181,063,230 common shares issued and outstanding. 
All issued and
outstanding shares of Alliance are legally issued, fully paid and
non-assessable
and were not  issued  in  violation  of the  preemptive  or other 
rights of any
person.  Except for the Convertible  Debenture  described in
Section 1.4 (c) (i)
below,  Alliance has no other  securities,  warrants,  or options 
authorized or
issued.

            SECTION 1.3 SUBSIDIARIES. Alliance has no subsidiaries.

            SECTION 1.4 TAX MATTERS; BOOKS AND RECORDS.

                 (a)    The books and records, financial and
others, of Alliance
                        are in all  material  respects  complete
and correct and
                        have  been   maintained  in  accordance 
with  generally
                        accepted  accounting   practices  
consistently  applied
                        (without change since 2003); and

                 (b)    Alliance has no liabilities  with respect
to the payment
                        of any federal, state, county, or local
taxes (including
                        any  deficiencies,  interest or penalties)
and has filed
                        or  submitted  any and all tax returns or
reports due as
                        of the  Effective  Date,  and has filed (or
 obtained an
                        extension  for) the tax returns and reports
due on March
                        15, 2005.

                 (c)    On the Closing Date Alliance will have 
extinguished all
                        liabilities   other   than   the  
following    retained
                        liabilities (the "Retained Liabilities"):

                        (i)   CORNELL  CAPITAL  PARTNERS,  LP: that
 certain 5 %
                              Convertible    Debenture   due   May 
 2007   (the
                              "Convertible Debenture") in the
original amount of
                              $490,000,  in  the  current 
aggregate  amount  of
                              $375,000,   but  without  any 
remaining  security
                              interest in the Assets of Alliance;



                                       3



                       (ii)   HJ AND ASSOCIATES,  LLC, the Alliance
auditors:
                              $ 16,376.57,  representing unpaid
fees to complete
                              all of the work  required  to audit 
the books and
                              records  of  Alliance  and  issue  an
 independent
                              auditor's  report  for the  calendar 
year  ending
                              December 31, 2004; and

                      (iii)   KIRKPATRICK  &  LOCKHART  
NICHOLSON  GRAHAM  LLP:
                              $78,207.97,    representing    legal 
  fees   for
                              representation of Alliance as legal
counsel.

                        Prior to the Closing Date Alliance will
provide evidence
                        to Enclaves of the release,  payment, or
satisfaction of
                        any all such other  liabilities and, for
the liabilities
                        retained, the instruments and accounts
forming the basis
                        of the  liabilities,  including  without 
limitation any
                        material contract.

            SECTION 1.5 LITIGATION AND PROCEEDINGS. There are no
actions, suits,
proceedings,  or investigations pending or threatened by or against
or affecting
Alliance, the Assets, or any properties of Alliance, at law or in
equity, before
any court or other governmental agency or  instrumentality, 
domestic or foreign
or before any  arbitrator of any kind that would have a material 
adverse affect
on the business, operations, financial condition or income of
Alliance. Alliance
is not in default with respect to any judgment, order, writ,
injunction, decree,
award,  rule or regulation of any court,  arbitrator or 
governmental  agency or
instrumentality or of any circumstances  which, after reasonable 
investigation,
would result in the discovery of such a default.

            SECTION 1.6 INFORMATION.  The information concerning
Alliance as set
forth in this  Agreement and in the attached  Schedules is complete
and accurate
in all material respects and does not contain any untrue statement
of a material
fact or omit to state a material  fact required to make the 
statements  made in
light of the circumstances under which they were made, not
misleading.

            SECTION 1.7    CONTRACTS.    On the Closing Date:

            (a)         There are no material contracts,
agreements, franchises,
                        license  agreements,   or  other 
commitments  to  which
                        Alliance  is a party or by which it or any
of its Assets
                        (if any) are bound;  provided  that for the
 purposes of
                        this Agreement  materiality shall mean any
instrument or
                        obligation which in aggregate  represents a
minimum of $
                        1,000  in  liability;   provided  further 
that  whether
                        material or otherwise, in aggregate, such
liabilities do
                        not exceed $ 10,000;

            (b)         Alliance  is not a  party  to any 
contract,  agreement,
                        commitment  or  instrument  or subject to
any charter or
                        other  corporate  restriction  or any 
judgment,  order,
                        writ,   injunction,   decree  or  award 
materially  and
                        adversely  affects,  or in the  future  may
 (as  far as
                        Alliance  can  now  foresee)  materially 
and  adversely
                        affect Alliance; and

            (c)         Alliance  is not a party  to any  oral or 
written:  (i)
                        contract for the  employment of any officer
or employee;
                        (ii) profit sharing, bonus, deferred
compensation, stock
                        option,  severance  pay,  pension  benefit
or retirement
                        plan,  agreement or  arrangement  covered
by Title IV of
                        the Employee Retirement Income Security
Act, as amended;
                        (iii) (other than the Convertible 
Debenture) agreement,
                        contract,  or  indenture  relating to the 
borrowing  of
                        money; (iv) guaranty of any obligation for
the borrowing
                        of money or otherwise,  excluding 
endorsements made for

                                       4




                        collection and other guaranties, of
obligations,  which,
                        in the  aggregate  exceeds $ 1,000;  (v) 
consulting  or
                        other  contract with an unexpired  term of
more than one
                        year or  providing  for payments in excess
of $ 1,000 in
                        the aggregate; (vi) collective bargaining
agreement; and
                        (vii) contract, agreement, or other
commitment involving
                        payments  by it for more than $ 1,000 in
the  aggregate.
                        Alliance has disclosed in its books and
records provided
                        to Enclaves any such  material  contract, 
now released,
                        paid, or satisfied since its last 10-KSB
filing.

             SECTION 1.8 COMPLIANCE  WITH LAWS AND  REGULATIONS. 
To the best of
our knowledge and belief, Alliance has complied with all applicable
statutes and
regulations  of any  federal,  state,  or other  governmental 
entity  or agency
thereof,  except to the  extent  that  noncompliance  would not 
materially  and
adversely  affect the Assets or  condition  of  Alliance  or would
not result in
Alliance incurring material liability.

               SECTION 1.9 APPROVAL OF AGREEMENT. The directors of
Alliance have
authorized  the  execution  and delivery of this  Agreement by
Alliance and have
approved the transactions contemplated hereby.

                SECTION 1.10 MATERIAL  TRANSACTIONS OR 
AFFILIATIONS.  Except as
set forth in Alliance's Form 10-KSB for the year ended December 31,
2004,  there
are no material contracts,  agreements, or arrangements between
Alliance and any
person,  who was at the time of such  contract,  agreement,  or 
arrangement  an
officer,  director, or person owning of record, or known to
beneficially own ten
percent (10 %) or more of the issued and  outstanding  common
shares of Alliance
and which is to be performed in whole or in part after the date
hereof. Alliance
has no  commitment,  whether  written or oral,  to lend any funds
to, borrow any
money from, or enter into material transactions with any such
affiliated person.
Alliance will terminate any such  contracts,  agreements,  or
arrangements on or
before the Closing Date.

            SECTION 1.11 NO CONFLICT  WITH OTHER  INSTRUMENTS.  The
execution of
this Agreement and the  consummation  of the  transactions 
contemplated by this
Agreement  will not  result  in the  breach  of any  term or 
provision  of,  or
constitute an event of default under, any material indenture, 
mortgage, deed of
trust, or other material contract, agreement, or instrument to
which Alliance is
a party or to which it is subject.

            SECTION 1.12 GOVERNMENTAL AUTHORIZATIONS. Except for
compliance with
federal and state securities and corporation laws, as hereinafter 
provided,  no
authorization, approval, consent, or order of, or registration, 
declaration, or
filing with, any court or other governmental body is required in
connection with
the execution and delivery by Alliance of this Agreement and the
consummation of
the transactions contemplated hereby.

            SECTION 1.13 EXCHANGE ACT  REGISTRATION.  As of the
Effective  Date,
(a) the  Alliance  common  shares  are  registered  under  Section
12 (g) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act"),  and (b) 
Alliance  is
current in its reporting requirements of the Exchange Act.

            SECTION 1.14 FINANCIAL  STATEMENTS.  Complete and
accurate copies of
the unaudited consolidated balance sheet, consolidated statements
of operations,
statements of  stockholders'  equity and statements of cash flows
(together with
any supplementary information thereto) of Alliance, at, as of, and
for the three
month period ending March 31, 2005,  have been provided to Enclaves
and attached
with the Schedules (the "Alliance Financial Statements"). The
Alliance Financial
Statements fairly present, in all material respects,  the
consolidated financial

                                       5






position  of  Alliance,  as of and for the  respective  dates 
thereof,  and the
consolidated  results of its  operations  and its cash flows for
the  respective
periods then ended  (subject to normal  year-end  audit 
adjustments  and to any
other adjustments  described therein) in conformity with GAAP
during the periods
involved  (except as may be  indicated  therein or in the notes 
thereto and the
Alliance  Financial  Statements do not contain the footnotes 
required by GAAP).
Since  December  31, 2003,  Alliance  has not made any change in
the  accounting
practices or policies  applied in the  preparation of its financial
 statements,
except as may be required by GAAP.  On the Closing Date  Alliance 
shall arrange
for its  auditors,  HJ  Associates,  LLC, to deliver to Enclaves a 
satisfactory
letter  substantially  in the  form  attached  with  the  Schedules
 and to make
available  to the  auditors of  Enclaves  the  statements  and work
papers of HJ
Associates, LLC, for the periods reviewed by those auditors.

            SECTION 1.15 SEC FILINGS.

            (a)         Except as disclosed in the  Schedules, 
since January 1,
                        2003,  Alliance  has timely  filed all 
forms,  reports,
                        statements and documents required to be
filed by it with
                        the Securities and Exchange Commission
("SEC"), required
                        to be filed by it  pursuant  to the 
federal  securities
                        laws  and  the SEC  rules  and  regulations
 promulgated
                        thereunder (collectively, the "Alliance SEC
Documents").
                        Each of the  Alliance  SEC  Documents  was 
prepared  in
                        accordance,  and  complied as of its 
respective  filing
                        date in all material respects,  with the
requirements of
                        the  Exchange  Act or the  Securities  Act
of  1933,  as
                        amended (the "Securities  Act"), as
applicable,  and the
                        rules and regulations  promulgated 
thereunder,  and, at
                        the time of filing  (or if amended  or 
superceded  by a
                        subsequent  filing,  then on the date of
such subsequent
                        filing),  none of the Alliance SEC
Documents  (including
                        all  exhibits  and   schedules   thereto 
and  documents
                        incorporated by reference  therein)
contained any untrue
                        statement  of a  material  fact or  omitted
 to  state a
                        material fact required to be stated therein
or necessary
                        in order to make the statements therein, in
light of the
                        circumstances   under   which   they  were 
 made,   not
                        misleading.

            (b)         The financial  statements  (including the
notes thereto)
                        of  Alliance  included  in the  Alliance 
SEC  Documents
                        complied as to form in all  material 
respects  with the
                        then   applicable   accounting  
requirements   and  the
                        published  rules and regulations of the SEC
with respect
                        thereto,  were  prepared in accordance 
with  Alliance's
                        books and records and in accordance with
GAAP applied on
                        a consistent  basis during the periods 
involved (except
                        as may have been  indicated  in the notes 
thereto)  and
                        fairly present the financial  position of
Alliance as at
                        the dates  thereof  and the  results of its
 operations,
                        stockholders'  equity and cash flows for
the period then
                        ended.


                                   ARTICLE II
                   REPRESENTATIONS, COVENANTS, AND WARRANTIES
          OF ENCLAVES GROUP, INC. AND HOMES FOR AMERICA HOLDINGS,
INC.

            Enclaves and Homes Holdings each represents and
warrants as follows:

            SECTION 2.1 ORGANIZATION.  Enclaves is a corporation
duly organized,
validly  existing,  and in good standing under the laws of the
State of Delaware
and has the corporate power and is duly authorized,  qualified, 
franchised, and
licensed  under all  applicable  laws,  regulations,  ordinances, 
and orders of
public  authorities  to own all of its properties and assets and to
carry on its

                                       6






business  in all  material  respects  as it is now  being 
conducted,  including
qualification  to do  business  as a foreign  entity in the country
or states in
which the  character and location of the assets owned by it or the
nature of the
business  transacted  by it requires  qualification.  Included  in
the  attached
Schedules  (as  hereinafter  defined)  are  complete  and correct 
copies of the
certificate of incorporation, bylaws, and amendments thereto as in
effect on the
date  hereof.  The  execution  and delivery of this  Agreement 
does not and the
consummation  of the  transactions  contemplated by this Agreement
in accordance
with the terms  hereof will not,  violate any  provision of the 
certificate  of
incorporation  or bylaws of Enclaves.  Enclaves has full power, 
authority,  and
legal  right  and has taken all  action  required  by law,  its 
certificate  of
incorporation,  bylaws,  or otherwise to authorize the execution
and delivery of
this Agreement.

            SECTION  2.2  CAPITALIZATION.   The  authorized  
capitalization  of
Enclaves  consists of 90,000,000  shares of common  stock,  $.001
par value (the
"Common Stock"),  and 10,000,000 shares of preferred stock, $.001
par value (the
"Preferred  Stock").  As of the date hereof,  there are 10,000 
shares of Common
Stock and 1,000,000  shares of Preferred Stock issued and
outstanding to its two
stockholders (the "Enclaves Shareholders"). All issued and
outstanding shares of
Enclaves stock have been legally issued,  fully paid, are
non-assessable and not
issued in violation of the preemptive  rights of any other person. 
Enclaves has
no other  securities,  warrants,  or options  authorized or issued
other than as
described on the Schedules.

            SECTION 2.3 SUBSIDIARIES.  Enclaves has three (3)
subsidiaries:  (i)
Enclaves of Live Oak LLC, a Texas limited liability company holding
title to its
development  project in  Mesquite,  Texas;  (ii)  Enclaves  of
Eagle Nest LLC, a
Florida limited liability company,  holding title to its
development  project in
North Fort Myers,  Florida;  and (iii) Enclaves of Spring  Magnolia
LLC, a Texas
limited liability  company  organized to take title to a
development  project in
Fort Worth, Texas.

            SECTION 2.4 TAX MATTERS; BOOKS & RECORDS

               (a)      The books and records, financial and
others, of Enclaves
                        are in all  material  respects  complete
and correct and
                        have been  maintained in  accordance  with
good business
                        accounting practices.

               (b)      Enclaves has no liabilities  with respect
to the payment
                        of any federal,  state,  county,  local, 
or other taxes
                        (including any deficiencies, interest or
penalties).

               (c)      Enclaves  shall  remain  responsible  for
all its  debts
                        incurred prior to the Closing Date.

            SECTION 2.5 INFORMATION.  The information concerning
Enclaves as set
forth in this  Agreement and in the attached  Schedules is complete
and accurate
in all material respects and does not contain any untrue statement
of a material
fact or omit to state a material fact required to make the 
statements  made, in
light of the circumstances under which they were made, not
misleading.

            SECTION  2.6  TITLE  AND  RELATED  MATTERS.  Except 
for a  security
interest  in all of its  properties,  inventory,  interests  in 
properties  and
assets,  real and  personal  (collectively,  the  "Assets"),  now
owned or later
acquired,  granted to its debenture  holders in connection  with
the issuance of
its secured convertible debentures as shown in the Schedules, 
Enclaves has good
and  marketable  title  to and is the  sole  and  exclusive  owner
of all of its
Assets,  free and clear of all other liens,  pledges,  charges, or
encumbrances.
Except as set forth in the  Schedules  attached  hereto,  Enclaves
owns free and

                                       7






clear  of  any  liens,  claims,   encumbrances,   royalty 
interests,  or  other
restrictions  or  limitations  of any  nature  whatsoever  and  all
 procedures,
techniques,  marketing plans,  business plans,  methods of
management,  or other
information  utilized in  connection  with  business of Enclaves. 
Except as set
forth in the attached  Schedules,  no third party has any right to,
and Enclaves
has not received any notice of  infringement of or conflict with
asserted rights
of  others  with  respect  to any  product,  technology,  data, 
trade  secrets,
know-how,  proprietary  techniques,  trademarks,  service marks,
trade names, or
copyrights which,  singly or in the aggregate,  if the subject of
an unfavorable
decision,  ruling,  or finding,  would have a materially  adverse 
affect on the
business,  operations,  financial  conditions,  or  income  of 
Enclaves  or any
material portion of its properties, assets, or rights.

            SECTION 2.7 LITIGATION AND PROCEEDINGS. There are no
actions, suits,
or proceedings pending or, to the knowledge of Enclaves, threatened
by, against,
or  affecting  Enclaves,  at  law  or in  equity,  before  any 
court  or  other
governmental  agency or  instrumentality,  domestic  or  foreign, 
or before any
arbitrator  of any  kind  that  would  have a  material  adverse 
effect  on the
business,  operations,  financial  condition,  income, or business 
prospects of
Enclaves.  Enclaves  does not have any knowledge of any default on
its part with
respect to any  judgment,  order,  writ,  injunction,  decree, 
award,  rule, or
regulation of any court, arbitrator or governmental agency or
instrumentality.

            SECTION 2.8 NO CONFLICT WITH OTHER INSTRUMENTS.  Except
as disclosed
by the Schedules,  the execution of this Agreement and the 
consummation  of the
transactions contemplated by this Agreement will not result in the
breach of any
term or provision  of, or  constitute  an event of default  under, 
any material
indenture,  mortgage,  deed of trust, or other material contract, 
agreement, or
instrument  to which  Enclaves is a party or to which any of its 
properties  or
operations are subject.

            SECTION 2.9 MATERIAL  CONTRACT  DEFAULTS.  To the best
knowledge and
belief of Enclaves, it is not in default in any material respect
under the terms
of any outstanding  contract,  agreement,  lease, or other 
commitment  which is
material to the  business,  operations,  properties,  assets,  or 
condition  of
Enclaves,  and there is no event of default in any  material 
respect  under any
such  contract,  agreement,  lease,  or other  commitment  in 
respect  of which
Enclaves has not taken adequate steps to prevent such a default
from occurring.

            SECTION 2.10 GOVERNMENTAL  AUTHORIZATIONS.  To the best
knowledge of
Enclaves, Enclaves has all licenses, franchises, permits, and other
governmental
authorizations  that are legally  required to enable it to conduct
its  business
operations in all material resp

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