Aqua Clara 8K, Stock Purchase/Sale Agreement

EXHIBIT 10


AGREEMENT FOR THE PURCHASE AND SALE OF STOCK
by and among
Aqua Clara Bottling & Distribution, Inc.,
a Colorado corporation;
BEVsystems International, Ltd.,
a Bermuda corporation;
and those persons specified on
Pages 45 through 51, inclusive, of this Agreement


(begin boldface) THIS AGREEMENT FOR THE PURCHASE AND SALE OF STOCK ("Agreement") is entered into effective the 15th day of January, 2002 ("Effective Date"), by and among Aqua Clara Bottling & Distribution, Inc., a Colorado corporation ("Company"), and BEVsystems International, Ltd., a Bermuda corporation ("BEVsystems"); and those persons specified on Pages 46 through 51, inclusive, of this Agreement, (together, the "Sellers") each a shareholder of BEVsystems, and provides for a process pursuant to which BEVsystems will become a wholly owned subsidiary of the Company. (end boldface)


RECITALS


A. The Company is a reporting issuer pursuant to the Securities Exchange
Act of 1934 ("Exchange Act") and participates on the Over-The-Counter
Bulletin Board electronic quotation service ("Bulletin Board"). The
Company has one wholly owned subsidiary, which is Pocotopaug
Investments, Inc., a Florida corporation.


B. BEVsystems is a privately held corporation.


C. The Company desires to acquire, on the terms and subject to the
conditions and in the manner specified in this Agreement, all of the
issued and outstanding shares of common stock of BEVsystems.


D. BEVsystems believes that it is desirable and in the best interests of
BEVsystems that it be acquired by the Company as a wholly owned
subsidiary of the Company, and BEVsystems desires that the acquisition
proposal of the Company be made available to the shareholders of
BEVsystems.


E. The Company is not prepared or willing to proceed with the transaction
contemplated by the provisions of this Agreement without the support,
agreements, warranties and representations of BEVsystems and the
Sellers specified in this Agreement, and the Company is proceeding in
reliance upon such support, agreements, representations and
warranties.


(begin boldface) NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS, PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED


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LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT AND WARRANT AS FOLLOWS: (end boldface)


ARTICLE I


DEFINITIONS


As used in this Agreement, in addition to terms defined elsewhere in this Agreement, the terms specified below in this Article I shall have the definitions and meanings specified immediately after those terms, unless a different and common meaning of the term is clearly indicated by the context, and variants and derivatives of the following terms shall have correlative meanings. To the extent that certain of the definitions and meanings specified below suggest, indicate, or express agreements between or among parties to this Agreement, or specify representations or warranties or covenants of a party, the parties to this Agreement agree to the same, by execution of this Agreement. The parties to this Agreement agree that agreements, representations, warranties, and covenants expressed in any part or provision of this Agreement shall, for all purposes of this Agreement, be treated in the same manner as other such agreements, representations, warranties, and covenants specified elsewhere in this Agreement, and the article or section of this Agreement within which such an agreement, representation, warranty, or covenant is specified shall have no separate meaning or effect on the same.


1.1 Accumulated Funding Deficiency. An "accumulated funding deficiency" as - -------------------------------------- defined by the provisions of Section 302(a)(2) of ERISA or the last two sentences of Section 412(a)(2) of the Code, or, in either case, successor provisions to such provisions adopted by amendments to ERISA or the Code, as the case may be, and including, in each case, other provisions of ERISA, the Code or other law, and regulations adopted pursuant to ERISA or the Code or such other law, modifying, amending, interpreting or otherwise affecting the application of such provisions, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.2 Affiliate. When used with respect to a person, an "affiliate" of that person - -------------- is a person Controlling, Controlled by, or under common Control with that person.


1.3 Agreement. This Agreement For The Purchase and Sale of Stock, including all - -------------- of its schedules and exhibits, if any, and all other documents specifically referred to in this Agreement that have been or are to be delivered by a party to this Agreement to another such party in connection with the Transaction or this Agreement, and including all duly adopted amendments, modifications, and supplements to or of this Agreement and such schedules, exhibits, and other documents.


1.4 Audited Financial Statements. The balance sheet, income statement, statement - --------------------------------- of stockholders' equity, and statement of cash flows or, in each instance, equivalent statements of the Company, the Company's subsidiary, or BEVsystems, as the case may be, as commonly provided to shareholders, as of December 31, 2000, and for the two (2) years then ended, as reported on by the Auditors.


1.5 Auditors. Independent certified public accountants currently being retained - ------------- by the Company or by BEVsystems, as the case may be, for the purpose of auditing financial statements of the Company or BEVsystems, as the case may be.


1.6 BEVsystems. BEVsystems International Ltd., a Bermuda corporation. - ---------------


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1.7 BEVsystems Balance Sheet. The most recent balance sheet included in the - -------------------------------- Audited Financial Statements of BEVsystems.


1.8 BEVsystems Disclosure Document. The document delivered by BEVsystems to the - ----------------------------------- Company specifying certain disclosures regarding BEVsystems regarding the Transaction.


1.9 Business Day. Any day that is not a Saturday, Sunday, or a day on which - ------------------- banks in Denver, Colorado are authorized to close.


1.10 Closing. The completion of the Transaction, to occur as contemplated by the - ------------- provisions of Article II of this Agreement.


1.11 Closing Date. The date on which the Closing actually occurs, which shall be - ------------------ February 25, 2002, unless otherwise agreed by the parties to this Agreement, but shall not in any event be prior to satisfaction or waiver of the conditions to Closing specified by the provisions of Article VII of this Agreement.


1.12 Closing Time. The time at which the Closing actually occurs. All events - ------------------ that are to occur at the Closing Time shall, for all purposes, be deemed to occur simultaneously, except to the extent, if at all, that a specific order of occurrence is otherwise specified.


1.13 Code. The Internal Revenue Code of 1986, as amended and in effect at the - ---------- Effective Date.


1.14 Company. Aqua Clara Bottling & Distribution, Inc., a Colorado corporation. - -------------


1.15 Company Balance Sheet. The most recent balance sheet included in the - ------------------------------ Audited Financial Statements of the Company.


1.16 Company Disclosure Document. The document delivered by the Company to - ------------------------------------ BEVsystems specifying certain disclosures regarding the Company regarding the Transaction.


1.17 Complete Withdrawal. A "complete withdrawal" from a Multiemployer Plan as - ------------------------- defined by the provisions of Section 4203 of ERISA or successor provisions to such provision adopted by amendments to ERISA and including other provisions of ERISA or of other law and regulations adopted pursuant to ERISA or such other law, modifying, amending, interpreting or otherwise affecting the application of such provision, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.18 "Control". Generally, the power to direct the management or affairs of a - ---------------- person.


1.19 Consideration. Shares of the Company's' common stock, which shares may be - -------------------- referred to in this Agreement as the "Subject Shares".


1.20 Effective Date. The date which is specified in the preamble of this - ---------------------- Agreement.


1.21 ERISA. The Employee Retirement Income Security Act of 1974, as amended and - ----------- in effect at the Effective Date.


1.22 Exchange Act. The Securities Exchange Act of 1934, as amended to the date - ------------------ as which any reference thereto is relevant pursuant to this Agreement, including any substitute or replacement statue adopted in place or lieu thereof.


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1.23 Facilities. All warehouses, stores, plants, production facilities, - ----------------- manufacturing facilities, equipment, processing facilities, fixtures, and improvements owned or leased by any party or otherwise used by such party in connection with the operation of its business or leased or subleased by such party to other persons.


1.24 GAAP. Generally accepted accounting principles, as in effect on the date of - ---------- any statement, report or determination that purports to be, or is required to be, prepared or made in accordance with GAAP. All references in this Agreement to financial statements prepared in accordance with GAAP shall be defined and mean in accordance with GAAP consistently applied throughout the periods to which reference is made.


1.25 HSR. The Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. - ---------


1.26 Inventories. The stock of raw materials, work-in-process and finished - ------------------ goods, including, but not limited to, finished goods purchased for resale, held for manufacturing, assembly, processing, repairing, finishing, sale, or resale to others, from time to time in the ordinary course of the business in the form in which such inventories then are held or after manufacturing, assembling, finishing, processing, incorporating with other goods or items, refining, repairing, or similar processes.


1.27 IRS. The Internal Revenue Service. - ---------


1.28 Liabilities. At any point in time ("Determination Time"), the obligations - ----------------- of a person, whether known or unknown, contingent or absolute, recorded on such person's books or not, arising or resulting in any way from facts, events, agreements, obligations or occurrences that existed or transpired at a prior point in time, or resulted from the passage of time to the Determination Time, but not including obligations accruing or payable after the Determination Time to the extent (but only to the extent) that such obligations (i) result from previously existing agreements for services, benefits, or other considerations, and (ii) accrue or become payable with respect to services, benefits, or other considerations received by the person after the Determination Time.


1.29 Multiemployer Plan. A "multiemployer plan," as defined by the provisions of - ------------------------ Section 3(37) of ERISA or Section 414(f) of the Code, or, in either case, successor provisions to such provisions adopted by amendments to ERISA or the Code, as the case may be, and including, in each case, other provisions of ERISA, the Code or other law, and regulations adopted pursuant to ERISA or the Code or such other law, modifying, amending, interpreting, or otherwise affecting the application of such provisions, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.30 Partial Withdrawal. A "partial withdrawal" from a Multiemployer Plan, as - ------------------------- defined in Section 4205 of ERISA or successor provisions to such provision adopted by amendments to ERISA and including other provisions of ERISA or of other law, and regulations adopted pursuant to ERISA or such other law, modifying, amending, interpreting or otherwise affecting the application of such provision, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.31 Payables. Liabilities of a party resulting from the borrowing of money or - -------------- the incurring of obligations for merchandise or goods purchased.


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1.32 Plan Termination. A termination of a Pension Plan, whether partial or - ----------------------- complete, within the meaning of Title IV of ERISA.


1.33 PBGC. The Pension Benefit Guaranty Corporation. - ----------


1.34 Pension Plan. A "pension plan" or "employee pension benefit plan," as - ------------------- defined in Section 3(2) of ERISA or successor provisions to such provision adopted by amendments to ERISA and including other provisions of ERISA or of other law, and regulations adopted pursuant to ERISA or such other law, modifying, amending, interpreting, or otherwise affecting the application of such provision, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.35 Prohibited Transaction. A "prohibited transaction," as defined in Section - ---------------------------- 406 of ERISA or Section 4975(c) of the Code, or, in either case, successor provisions to such provisions adopted by amendments to ERISA or the Code, as the case may be, and including, in each case, other provisions of ERISA, of the Code or of other law, and regulations adopted pursuant to ERISA or the Code or such other law, modifying, amending, interpreting, or otherwise affecting the application of such provisions, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.36 Projections. The projections of economic results of BEVsystems, prepared - ------------------ quarterly through December 31, 2001, and delivered to the Company pursuant to the terms of this Agreement. The Projections include projected financial results for the business operations of BEVsystems. The Company acknowledges that projections of future economic performance are necessarily unreliable and subject to the occurrence or nonoccurrence of a variety of events, but BEVsystems represents and warrants that the Projections have been prepared on the basis of assumptions that are, in the judgment of BEVsystems, reasonable in all respects and are not to the knowledge of BEVsystems contrary in any material respect to fact or to events that have occurred or are presently in existence.


1.37 Proprietary Rights. Trade secrets, copyrights, patents, trademarks, service - ------------------------ marks, customer lists, and all similar types of intangible property developed, created or owned by the person claiming ownership, proprietary or similar, or used by such person in connection with such person's business, whether or not the same are entitled to legal protection.


1.38 Proxy Statement. The document prepared by the Company for submission to its - --------------------- shareholders soliciting their proxies to permit the persons to whom proxies are thereby granted to vote to approve or disapprove the Reverse Stock Split and the change of the Company's name to Bevsystems International Inc.


1.39 Receivables. Accounts receivable, notes receivable, and other obligations - ----------------- appearing as assets on the books of the Company or of BEVsystems, respectively, and customarily specified as assets in balance sheets prepared in accordance with GAAP.


1.40 Registration. Registration pursuant to the Securities Act. - ------------------


1.41 Reportable Event. A "reportable event," as defined in Section 4043(b) of - ------------------------ ERISA or successor provisions to such provision adopted by amendments to ERISA and including other provisions of ERISA or of other law, and regulations adopted pursuant to ERISA or such other law, modifying, amending, interpreting, or otherwise affecting the application of such provision, either in general or as applied to the nature or circumstances of a particular person that is a party


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to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


1.42 Reverse Stock Split. The completion by the Company of a 1 for 10 reverse - -------------------------- split of those shares of the Company's' common stock issued and outstanding on the Effective Date, which shall be, and hereby is, a condition precedent to the closing and consummation of the Transaction.


1.43 SEC. The Securities and Exchange Commission. - ---------


1.44 Securities Act. The Securities Act of 1933, as amended to the date as of - ---------------------- which any reference thereto is relevant pursuant to this Agreement, including any substitute or replacement statute adopted in place or lieu thereof.


1.45 Sellers. Those persons specified on Pages 48 through 53, inclusive, of this - ------------- Agreement.


1.46 Transaction. The acquisition by the Company of all of the issued and - ------------------ outstanding common stock of BEVsystems and the related transactions contemplated by this Agreement.


1.46 Unaudited Financial Statements. The balance sheet, income statement, - --------------------------------------- statement of stockholders' equity and statement of cash flows or equivalent statements of the Company, the Company's subsidiary, or BEVsystems, as the case may be, as commonly prepared, as at September 30, 2001, with comparable statements for each similar period of the prior fiscal year.


1.48 Welfare Plan. A "welfare plan" or an "employee welfare benefit plan" - -------------------- defined in Section 3(1) of ERISA or successor provisions to such provision adopted by amendments to ERISA and including other provisions of ERISA or of other law, and regulations adopted pursuant to ERISA or such other law, modifying, amending, interpreting, or otherwise affecting the application of such provision, either in general or as applied to the nature or circumstances of a particular person that is a party to, or is affected by, or is involved in, the Transaction and with respect to which person the use of the term in this Agreement, or in the particular provision of this Agreement, is relevant.


ARTICLE II


THE TRANSACTION


2.1 The Transaction. On the Closing Date, and at the Closing Time, subject in - --------------------- all instances to each of the terms, conditions, provisions and limitations specified in this Agreement, (i) the Sellers shall surrender and tender their shares of capital stock issued by BEVsystems to the Company and, as consideration and in exchange for those shares, subject to the provisions of Section 6.15 of this Agreement, the Company shall issue to the Sellers 30,432,410 shares of the Company's common stock; (ii) the officers of the Company immediately prior to the Closing Date, except E. Douglas Cifers ("Cifers"), will resign their offices with the Company; (iii) the directors of the Company immediately prior to Closing Date, except Cifers, will resign as directors of the Company; and (iv) the name of the Company shall thereafter be changed to the name BEVsystems International Inc., as soon as practicable after
------------------------------ the Closing.


2.2 Delivery of Consideration. Pursuant to the Transaction, each Seller shall be - ------------------------------ entitled to receive, from and after the Closing, in respect of the shares of common stock of BEVsystems issued and outstanding immediately prior to the Closing Date owned by such Seller (and upon surrender of the certificate(s) evidencing and representing those shares, duly endorsed and in all respects in proper form for transfer), such Seller's pro rata share of the Consideration.


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2.3 Closing. The Closing of the Transaction shall take place at the offices of - ------------ Stepp Law Group, 1301 Dove Street, Suite 460, Newport Beach, California, at 10:00 A.M. on the Closing Date, or at such other place and time as BEVsystems, the Sellers and the Company may agree upon, which other date shall then be the Closing Date.


2.4 Parties to the Agreement and Transaction. By executing this Agreement, each - --------------------------------------------- of the Sellers agrees to be obligated by the provisions of this Agreement and by any amendment, modification, or change in or to this Agreement or any of its provisions that is accepted by Sellers holding a majority of all of the issued and outstanding shares of common stock of BEVsystems held by all of the Sellers in the aggregate; provided, however, that no such amendment, modification, or change shall treat any Seller who does not consent thereto more favorably than such amendment, modification, or change treats any Seller who does consent thereto.


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF BEVSYSTEMS


BEVsystems hereby represents and warrants to the Company the following:


3.1 Organization And Qualification. BEVsystems is a corporation duly organized, - ----------------------------------- validly existing, and in good standing pursuant to the laws of its jurisdiction of incorporation and has the requisite corporate power and authority to conduct its business as that business is now being conducted. BEVsystems is, or will prior to the Closing be, duly qualified as a foreign corporation to do business, and in good standing, in each jurisdiction where the character of the properties owned or leased by it, or the nature of its activities, is such that qualification as a foreign corporation in that jurisdiction is required by law.


3.2 Capitalization. The authorized capital stock of BEVsystems consists of - -------------------- 80,000,000 shares of common stock, $.01 par value, and 20,000,000 shares of preferred stock, $.01 par value. There is no other capital stock authorized for issuance. As of the Effective Date, 14,817,647 shares of BEVsystems' common stock were validly issued and outstanding, fully paid, and nonassessable. As of the Effective Date, BEVsystems had not issued any preferred stock; no shares of its common stock were held in BEVsystems' treasury; and no shares are reserved for issuance, nor are there outstanding any options, warrants, convertible instruments or other rights, agreements or commitments to acquire common stock of BEVsystems, except as fully and completely described on the BEVsystems Disclosure Document.


3.3 Authority Relative to This Agreement. BEVsystems has the requisite corporate - ----------------------------------------- power and authority to enter into this Agreement and to carry out its obligations created by this Agreement. The execution and delivery of this Agreement and the consummation of the Transaction have been duly authorized and approved by the requisite corporate authority of BEVsystems and no other corporate proceedings on the part of BEVsystems are necessary to approve and adopt this Agreement or to approve the consummation of the Transaction. This Agreement has been duly and validly executed and delivered by BEVsystems and constitutes a valid and binding obligation of BEVsystems, enforceable in accordance with its terms.


3.4 Absence of Breach; No Consents. The execution, delivery, and performance of - ----------------------------------- this Agreement, and the performance by BEVsystems of its obligations created by this Agreement, do not (i) conflict with or result in a breach of any of the provisions of the Articles of Incorporation (or similar charter document) or Bylaws (or similar governing document) of BEVsystems; (ii) contravene any law, ordinance, rule, or regulation of any state or political subdivision of either or of the United States (except for the HSR Act and compliance with regulatory or licensing laws all of which, to the extent applicable to BEVsystems (and to


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the extent within the control of BEVsystems), will be satisfied in all material respects prior to the Closing), or of any applicable foreign jurisdiction, or contravene any order, writ, judgment, injunction, decree, determination, or award of any court or other authority having jurisdiction, or cause the suspension or revocation of any authorization, consent, approval, or license, presently in effect, which affects or obligates BEVsystems or any of its material properties, except in any event when such contravention will not have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of BEVsystems, and will not have a material adverse effect on the validity of this Agreement or on the validity of the consummation the Transaction; (iii) conflict with or result in a material breach of or default pursuant to any material indenture or loan or credit agreement or any other material agreement or instrument to which BEVsystems is a party or by which BEVsystems may be affected or obligated; (iv) require the authorization, consent, approval, or license of any third party; or (v) constitute any reason for the loss or suspension of any permits, licenses, or other authorizations used in the business of BEVsystems.


3.5 Bro ...