-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WzkTlPkpvIZ8CZ1FZEPQ2zFO6BgSdqiKIb7DESKdsgIw2uIAuj0yQKgjgbN1WKVG r0M9N1sZ85tR5NBrtftvCQ== 0001072588-00-000046.txt : 20000411 0001072588-00-000046.hdr.sgml : 20000411 ACCESSION NUMBER: 0001072588-00-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000406 ITEM INFORMATION: FILED AS OF DATE: 20000410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED CEILING SUPPLIES INC CENTRAL INDEX KEY: 0001098332 STANDARD INDUSTRIAL CLASSIFICATION: [9995] IRS NUMBER: 841516192 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28663 FILM NUMBER: 597032 BUSINESS ADDRESS: STREET 1: 345 W 62ND AVE STREET 2: UNIT B CITY: DENVER STATE: CO ZIP: 80216 BUSINESS PHONE: 3034405356 MAIL ADDRESS: STREET 1: 345 W 62ND AVE STREET 2: UNIT B CITY: DENVER STATE: CO ZIP: 80216 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: April 6, 2000 ADVANCED CEILING SUPPLIES, INC. (Exact name of registrant as specified in its charter) Colorado 000-28663 84-1516192 - ---------------- --------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2338 Broadway, #100, Boulder, CO 80304 - -------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 422-8127 Not Applicable (Former name or former address, if changed since last report.) Item 1. Changes in Control of Registrant On April 3, 2000, four major shareholders of the Registrant agreed to sell and sold to United Venture Group, Inc. a total of 660 shares of common stock of Registrant, constituting 98.2% of the Company for $163.69 per share. The purchaser, United Veture Group, Inc. intends to acquire the remaining 12 shares of stock from other shareholders within three days after April 3, 2000 at $163.69 per share. Upon completion of the purchase of all issued and outstanding shares of Registrant, United Venture Group, Inc. intends to merge with Registrant as a wholly owned subsidiary pursuant to Delaware and Colorado law. The Registrant will change its name to United Venture Group, Inc. Item 2. Acquisition or Disposition of Assets None. Item 3. Bankruptcy or Receivership None. Item 4. Changes in Accountants None. Item 5. Other Events None. Item 6. Resignation of Directors It is anticipated that existing directors will resign and new directors will be appointed. Item 7. Financial Statements Pro Forma Financial & Exhibits 10.1 Share Purchase Agreement Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: /s/ Scott Deitler ADVANCED CEILING SUPPLIES, INC. By: ------------------------------------ Scott Deitler President EX-10 2 SHARE PURCHASE AGREEMENT This Share Purchase Agreement ("Agreement"), dated as of April 3, 2000 among Scott Deitler, Jim Toot, Lawrence Deitler and Jim Hult (collectively, "Sellers"), Advanced Ceiling Supplies, Inc. ("Advanced Ceiling"), the Other Advanced Ceiling Shareholders ("Other Shareholders"), and United Venture Group, Inc. ("Buyer"), a Delaware Corporation. W I T N E S S E T H: A. WHEREAS, Advanced Ceiling is a corporation duly organized under the laws of the State of Colorado. B. WHEREAS, Buyer wishes to purchase 660 of the outstanding common shares of Advanced Ceiling free and clear of liens and encumbrances from Sellers (the "Purchase Shares") and twelve shares from the Other Shareholders ("Other Shareholders") who join this Agreement by execution of the Acceptance and Sale Addendum attached hereto. C. WHEREAS, the parties intend to subsequently merge Advanced Ceiling, the wholly-owned subsidiary, with and into the Buyer. D. WHEREAS, prior to the transaction Buyer is not an affiliate of Advanced Ceiling. NOW, THEREFORE, it is agreed among the parties as follows: ARTICLE I The Consideration 1.1 Subject to the conditions set forth herein, Sellers shall sell and Buyer shall purchase 660 shares of common stock of Advanced Ceiling. The transactions contemplated by this Agreement shall be completed simultaneously herewith. The purchase price for the shares to be paid by Buyer to Sellers is $163.69 in cash (the "Consideration") per share for which $108,035.71 is herewith paid into escrow with M.A. Littman. 1.2 In addition, on or before three days after the closing of the purchase set forth in 1.1 above. Buyers shall pay $163.69 per share to each Other Shareholder who joins this Agreement by execution of the Addendum hereto, for a total of 12 shares for which $1964.28 shall be deposited into escrow with M.A. Littman for Other Shareholders within three days hereafter. ARTICLE II Conveyance of Shares 2.1 The Purchase Shares shall be delivered and conveyed by Sellers to Buyer simultaneously herewith, with duly executed stock powers, upon receipt of the Consideration by Sellers. 2.2 After closing with Sellers, the Other Shareholders who join this Agreement by execution of the Acceptance and Sale Addendum will convey their shares to Buyer and receive $163.69 per share of Advanced Ceiling sold. ARTICLE III Representations, Warranties and Covenants of Sellers as to Advanced Ceiling Sellers and Advanced Ceiling each hereby, jointly and severally, represent, warrant and covenant to Buyer as follows: 3.1 Advanced Ceiling is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Amendments and Bylaws of Advanced Ceiling, copies of which have been delivered to Buyer, are complete and accurate, and the minute books of Advanced Ceiling, copies of which have also been delivered to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Advanced Ceiling. 3.2 The authorized capital stock of Advanced Ceiling consists of 50,000,000 shares of common stock. There are 672 shares of Common Stock issued and outstanding. All such shares of capital stock of Advanced Ceiling are validly issued, fully paid and nonassessable. Advanced Ceiling has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of Advanced Ceiling, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Advanced Ceiling. All of the outstanding shares of capital stock of Advanced Ceiling have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights. 3.3 Advanced Ceiling does not own nor has it ever owned any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and there are no obligations of Advanced Ceiling to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity. 3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the Sellers and Advanced Ceiling and is a valid and binding agreement and obligation of the Sellers and Advanced Ceiling enforceable against each Seller, jointly and severally, and against Advanced Ceiling in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Sellers and Advanced Ceiling each have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement. 3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Advanced Ceiling will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of Advanced Ceiling, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which Advanced Ceiling is a party or by which it or any of its material properties or assets are bound, or of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Advanced Ceiling, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of Advanced Ceiling pursuant to the terms of any agreement or instrument to which Advanced Ceiling is a party or by which Advanced Ceiling may be bound or to which any of Advanced Ceiling property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by Advanced Ceiling. 3.6 Except as disclosed herein, and based upon the representations and warranties of the Buyer set forth herein, no authorization, consent, approval, exemption or other action by or notice to any government entity or filing with or consent of any governmental body is required for the sale of the Purchase Shares to Buyer pursuant to this Agreement. 3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to Advanced Ceiling or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which Advanced Ceiling is a party or by which Advanced Ceiling or its assets, properties, business or capital stock are bound. 3.8 Advanced Ceiling has accurately prepared and filed all Federal, state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of Advanced Ceiling for all current taxes and other charges to which Advanced Ceiling is subject and which are not currently due and payable. None of the Federal income tax returns of Advanced Ceiling have been audited by the Internal Revenue Service or other foreign governmental tax agency. Advanced Ceiling has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against Advanced Ceiling for any period, nor of any basis for any such assessment, adjustment or contingency. 3.9 Sellers are the legal, beneficial and registered owners of the Purchase Shares, free and clear of any liens, charges, encumbrances, voting trusts, shareholder agreements or rights of any kind granted to any person or entity, or any interest in or the right to purchase or otherwise acquire any of the Purchase Shares from the Sellers at any time upon the happening of any stated event and may transfer such shares without the consent of any third party. Upon closing of the transactions contemplated hereby, the Buyer will acquire all right, title and interest in the Purchase Shares, free and clear of all liens, charges or encumbrances and will have all of Seller's entire right, title and interest in and to the Purchase Shares. All Purchase Shares owned by Sellers is set forth hereto on Schedule 3.9. 3.10 Other Shareholders who join this Agreement by Addendum shall warrant and represent that the shares sold by such shareholders are free and clear of any liens and encumbrances and may be transferred without consent of any third party. 3.11 Advanced Ceiling has delivered to Buyer audited financial statements dated August 31, 1999. All such statements, herein sometimes called "Advanced Ceiling Financial Statements" are complete and correct in all material respects and, together with the notes to these financial statements, present fairly the financial position and results of operations of Advanced Ceiling for the periods indicated. All financial statements of Advanced Ceiling have been prepared in accordance with generally accepted accounting principles. 3.12 As of the date hereof, the total indebtedness of Advanced Ceiling is $7,500.00. Advanced Ceiling and the Sellers hereby, jointly and severally, represent and warrant that all outstanding indebtedness of Advanced Ceiling shall have been paid and released prior to the closing of the transactions hereby and that there are no outstanding liens, charges or encumbrances on the assets of Advanced Ceiling. 3.13 Since the dates of the Advanced Ceiling Financial Statements, there have not been any material adverse changes in the business or condition, financial or otherwise, of Advanced Ceiling. Advanced Ceiling does not have any liabilities, commitments or obligations, secured or unsecured except as shown on updated financials (whether accrued, absolute, contingent or otherwise). 3.14 Advanced Ceiling is not a party to any contract performable in the future. 3.15 The representations and warranties of the Sellers and Advanced Ceiling shall be true and correct as of the date hereof. 3.16 Advanced Ceiling has delivered to Buyer, all of its corporate books and records for review. 3.17 Advanced Ceiling has no employee benefit plan in effect at this time. 3.18 No representation or warranty by Advanced Ceiling or the Sellers in this Agreement, or any certificate delivered pursuant hereto contains any untrue statement of a material fact or omits to state any material fact necessary to make such representation or warranty not misleading. 3.19 Sellers or Advanced Ceiling have delivered, to Buyer true and correct copies of a Form 10SB declared effective by the Securities and Exchange Commission ("SEC") and each of its other reports to shareholders filed with the SEC for the year ended December 31, 1999. Advanced Ceiling is a registered company under the Securities Exchange Act of 1934, as amended. 3.20 Advanced Ceiling has duly filed all reports required to be filed by it under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the "Federal Securities Laws"). No such reports, or any reports sent to the shareholders of Advanced Ceiling generally contained any untrue statement of material fact or omitted to state any material fact required to be stated therein or necessary to make the statements in such report, in light of the circumstances under which they were made, not misleading. 3.21 The Sellers have not received any general solicitation or general advertising regarding the shares of Buyer's common stock comprising the Consideration. 3.22 Advanced Ceiling has conducted no business to date, has incurred no liabilities (other than $7,500 being settled by Sellers), and has no contract or open account affiliations whatsoever. ARTICLE IV Termination of Representation and Warranties and Certain Agreements; Indemnification 4.1 The respective representations and warranties of the parties hereto shall survive this Agreement for three years and the covenants shall survive hereafter. 4.2 The right to indemnification, payment of Damages (as defined in section 4.5) or other remedy based on any representation, warranty, covenant or obligation of a party hereunder shall not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. 4.3 The waiver of any condition to a party's obligation to consummate the transactions contemplated hereunder, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Damages, or other remedy based on such representation, warranty, covenant or obligation. 4.4 Advanced Ceiling and each of the Sellers, jointly and severally, shall indemnify and hold harmless the Buyer, and each of its representatives, employees, officers, directors, stockholders, controlling persons and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to the Buyer Indemnified Persons, the amount of, any loss, liability, claim, damage (including, without limitation, incidental and consequential damages), cost, expense (including, without limitation, interest, penalties, costs of investigation and defense and the reasonable fees and expenses of attorneys and other professional experts) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), directly or indirectly arising from, attributable to or in connection with: (a) any representation or warranty made by the Sellers and Advanced Ceiling in this agreement or any of the Sellers' and Advanced Ceiling closing deliveries, that is, or was at the time made, false or inaccurate, or any breach of, or misrepresentation with respect to, any such representation or warranty; and (b) any breach by any of the Sellers or Advanced Ceiling of any covenant, agreement or obligation of the Sellers contained in this agreement. (c) any claims or litigation relating to Advanced Ceiling now pending or threatened or which may hereafter be brought against Buyer and/or Advanced Ceiling based upon events occurring prior to the date hereof and not attributable to the acts of the Buyer. (d) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, losses, liabilities and reasonable legal and other expenses incident to any of the foregoing. 4.5 The Sellers and Advanced Ceiling shall have no liability for indemnification with respect to any representation or warranty, unless, on or before the [third] anniversary of the date hereof, the Buyer notifies the Sellers of a claim specifying the basis thereof in reasonable detail to the extent then known by the Buyer. A claim with respect to any covenant, agreement or obligation contained in this agreement, may be made at any time without any time limitation. 4.6 Promptly after receipt by an indemnified party of written notice (the "Notice of Claim") of the commencement of any action, suit or proceeding against it, or written threat thereof, such indemnified party will, if a claim is to be made against an indemnifying party under either of said sections, as applicable, give notice to the indemnifying party of the commencement of such action, suit or proceeding. The indemnified party shall furnish to the indemnifying party in reasonable detail such information as the indemnified party may have with respect to such indemnification claims (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or assenting the same). Subject to the limitations set forth in this section, no failure or delay by the indemnified party in the performance of the foregoing shall reduce or otherwise affect the obligation of the indemnifying party to indemnify and hold the indemnified party harmless except to the extent that such failure or delay shall have materially and adversely affected the indemnifying party's ability to defend against, settle or satisfy any action, suit or proceeding the claim for which the indemnified party is entitled to indemnification hereunder. The foregoing shall not apply to the extent inconsistent with the provisions of section 4.8 relating to Proceedings. 4.7 If the claim or demand set forth in the Notice of Claim given by the indemnified party is a claim or demand asserted by a third party, the indemnifying party shall have 30 days after the Date of Notice of Claim to notify the indemnified party in writing of its election to defend such third party claim or demand on behalf of the indemnified party (the "Notice Period"); provided, however, that the indemnified party is authorized to file any motion, answer or other pleading which it deems necessary or appropriate to protect its interests during the Notice Period. If the indemnifying party elects to defend such third party claim or demand, the indemnified party shall make available to the indemnifying party and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate (at the sole cost and expense of the indemnifying party) with, and assist (at the sole cost and expense of the indemnifying party) the indemnifying party in the defense of, such third party claim or demand, and so long as the indemnifying party is diligently defending such third party claim in good faith, the indemnified party shall not pay, settle or compromise such third party claim or demand. If the indemnifying party elects to defend such third party claim or demand, the indemnified party shall have the right to control the defense of such third party claim or demand, at the indemnified party's own expense. If the indemnifying party does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the indemnified party shall have the right, in addition to any other right or remedy it may have hereunder at the indemnifying party's expense, to defend such third party claim or demand. 4.8 The term "Date of Notice of Claim" shall mean the date the Notice of Claim is effective pursuant to section 5.5 of this Agreement. 4.9 A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the party from whom indemnification is sought. 4.10 Any legal action or proceeding with respect to this Agreement or any matters arising out of or in connection with this Agreement or the transactions contemplated hereby or the documents executed and delivered in connection herewith, and any action for enforcement of any judgment in respect thereof may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, the parties each hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts and appellate courts thereof. The parties irrevocably consent to service of process out of any of the aforementioned courts in any such action or proceeding in accordance with the notice provisions set forth in Section 5.5. The parties each hereby irrevocably waive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby or the documents execute and delivered in connection herewith brought in the courts referred to above and hereby further irrevocably waive and agree, to the extent permitted by applicable law, not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law. ARTICLE V Procedure for Closing 5.1 At the Closing Date, the purchase and sale shall be effective with common stock certificates of Advanced Ceiling being delivered duly executed for 660 shares of common stock to Buyer and the delivery of $163.69 per share to Sellers from Buyer (from the Escrow with M.A. Littman), together with deliver of all other agreements, schedules, warranties, and representations set forth in this Agreement. 5.2 Subsequently, the purchase and sale of 12 shares of Advanced Ceiling common stock from the Other Shareholders shall occur upon tender of the Acceptance and Sale Addendum executed by such Other Shareholders at $163.69 per share. ARTICLE VI Conditions Precedent to the Consummation of the Purchase The following are conditions precedent to the consummation of the Agreement on or before the Closing Date: 6.1 SELLERS shall have performed and complied with all of their respective obligations hereunder which are to be complied with or performed on or before the Closing Date and SELLERS and Advanced Ceiling and BUYER shall provide one another at the Closing with a certificate to the effect that such party has performed each of the acts and undertakings required to be performed by it on or before the Closing Date pursuant to the terms of this Agreement. 6.2 No action, suit or proceeding shall have been instituted or shall have been threatened before any court or other governmental body or by any public authority to restrain, enjoin or prohibit the transactions contemplated herein, or which might subject any of the parties hereto or their directors or officers to any material liability, fine, forfeiture or penalty on the grounds that the transactions contemplated hereby, the parties hereto or their directors or officers, have violated any applicable law or regulation or have otherwise acted improperly in connection with the transactions contemplated hereby, and the parties hereto have been advised by counsel that, in the opinion of such counsel, such action, suit or proceeding raises substantial questions of law or fact which could reasonably be decided adversely to any party hereto or its directors or officers. 6.3 All actions, proceedings, instruments and documents required to carry out this Agreement and the transactions contemplated hereby and the form and substance of all legal proceedings and related matters shall have been approved by counsel for BUYER. 6.4 The representations and warranties made by BUYER and SELLERS in this Agreement shall be true as though such representations and warranties had been made or given on and as of the Closing Date, except to the extent that such representations and warranties may be untrue on and as of the Closing Date because of (1) changes caused by transactions suggested or approved in writing by BUYER or (2) events or changes (which shall not, in the aggregate, have materially and adversely affected the business, assets, or financial condition of Advanced Ceiling during or arising after the date of this Agreement.) 6.5 All outstanding liabilities of Advanced Ceiling shall have been paid and released prior to closing. 6.6 No change in the management or directors nor exercise of control of Advanced Ceiling may occur until 1.1 and 2.2 and 5.2 have been completed with deliver of all shares of outstanding Advanced Ceiling to Buyer and delivery of purchase price to the Other Shareholders. ARTICLE VII Miscellaneous 7.1 This Agreement embodies the entire agreement between the parties, and there have been and are no agreements, representations or warranties among the parties other than those set forth herein or those provided for herein. 7.2 To facilitate the execution of this Agreement, any number of counterparts hereof may be executed, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one instrument. 7.3 All parties to this Agreement agree that if it becomes necessary or desirable to execute further instruments or to make such other assurances as are deemed necessary, the party requested to do so will use its best efforts to provide such executed instruments or do all things necessary or proper to carry out the purpose of this Agreement. 7.4 This Agreement may not be amended except by written consent of both parties. 7.5 Any notices, requests, or other communications required or permitted hereunder shall be delivered personally or sent by overnight courier service, prepaid, addressed as follows: To Sellers: c/o M.A. Littman 10200 W. 44th Avenue, Suite 400 Wheat Ridge, CO 80033 To: United Venture Group, Inc. 30-00 47th Avenue Long Island, NY 11101 Copy to: Parker Chapin LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 Attention: Mitchell S. Nussbaum, Esq. or such other addresses as shall be furnished in writing by any party, and any such notice or communication shall be deemed to have been given as of the date received. 7.6 No press release or public statement will be issued relating to the transactions contemplated by this Agreement without prior approval of Buyer and Sellers. However, Advanced Ceiling may issue at any time any press release or other public statement it believes on the advice of its counsel it is obligated to issue to avoid liability under the law relating to disclosures, but the party issuing such press release or public statement shall make a reasonable effort to give the other party prior notice of and opportunity to participate in such release or statement. 7.7 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall be considered one and the same agreement. This Agreement may be executed by facsimile signatures. 7.8 This Agreement shall be governed by and construed in accordance with and enforced under the laws of the state of New York applicable to agreements made and to be performed entirely in that state. IN WITNESS WHEREOF, the parties have executed this Agreement this _____ day of April. SELLERS: ------------------------------------ Scott Deitler ------------------------------------ Jim Toot ------------------------------------ Lawrence Deitler ------------------------------------ Jim Hult ADVANCED CEILING SUPPLIES, INC. By: -------------------------------- UNITED VENTURE GROUP, INC. By: -------------------------------- Schedule 3.9 Sellers Purchase Shares Owned ------- --------------------- Scott Deitler Jim Toot Lawrence Deitler Jim Hult -----END PRIVACY-ENHANCED MESSAGE-----