Exhibit 10.3
FORM OF ACCEPTANCE AND SALE ADDENDUM
Gentlemen:
I understand that United Venture Group, Inc., a Delaware corporation
(the "Company") is offering to purchase common shares of stock of Advanced
Ceiling Supplies, Inc., ("Shares") for $163.69 per share pursuant to a Share
Purchase Agreement(the "Agreement") dated April 3, 2000.
I hereby agree to sell ___________ shares of common stock of Advanced
Ceiling Supplies, Inc. for $163.69 per share to United Venture Group, Inc. In
order to induce the Company to accept my agreement herein, I advise you as
follows and acknowledge:
1. Receipt of copies of 8-K dated April 6, 2000 and such other
documents as I have requested: I hereby acknowledge that I have received the
documents (as may be supplemented from time to time) relating to the Company and
that I have carefully read the information and that I understand all of the
material contained therein, and agree to the terms, as described therein.
2. Availability of Information. I hereby acknowledge that the Company
has made available to me the opportunity to ask questions of, and receive
answers from the Company and any other person or entity acting on its behalf,
concerning the terms and conditions of the purchase and the information
contained in the corporate documents and to obtain any additional information,
to the extent the Company possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information provided by the Company and any other person or entity acting on its
behalf.
3. Representations and Warranties. I represent and warrant to the
Company (and understand that it is relying upon the accuracy and completeness of
such representations and warranties in connection with the availability of an
exemption
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for the sale of the shares from the registration requirements of applicable
federal and state securities laws) that:
a) That United Venture Group, Inc. has purchased control (660 shares)
of Advanced Ceiling Supplies, Inc. from directors and major shareholders.
There is no public market for the shares I am selling of Advanced
Ceiling Supplies, Inc., and there is no certainty that such a market will ever
develop. There can be no assurance that I will be able to sell or dispose of the
shares. Moreover, no assignment, sale, transfer, exchange, or other disposition
of the shares can be made other than in accordance with all applicable
securities laws or an exemption therefrom.
b) I understand that the company is relying on the private sale
exemption under Section 4(1) of the Securities Act of 1933 and the exemption to
Rule 13e(3) under the Securities Exchange Act of 1934 to make the purchase and
that all shareholders are receiving $163.69 per share.
c) I adopt and agree to the terms and provisions of the Share Purchase
Agreement to the extent applicable to me.
4. Purchase Procedure. I understand that this purchase offer is subject
to each of the following terms and conditions:
(A) The Company may reject this purchase for any reason, and this
offer shall become binding upon the Company only when accepted, in writing, by
the Company.
(B) This offer may not be withdrawn by me.
(C) The share certificates to be delivered with executed Stock
Powers pursuant to this purchase will be delivered to M.A. Littman, attorney at
law as Escrow Agent and delivered to the Company upon payment of $163.69 per
share tendered to me, by check.
(D) Upon payment for the shares, I waive and release all interest in
Advanced Ceiling Supplies, Inc. common shares.
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5. The Addendum, upon acceptance by the Company, shall be binding upon
the heirs, executors, administrators, successors, and assigns of mine.
6. I further represent and warrant:
(A) That the shares being sold by me are free and clear of all liens
and encumbrances, and no consent of any third party is necessary for me to
transfer unencumbered ownership of my Advanced Ceiling Supplies, Inc. shares.
(B) That I hereby agree to indemnify the Company and hold the
Company harmless from and against any and all liability, damage, cost, or
expense incurred on account of or arising out of:
(1) Any inaccuracy in my declarations, representations, and
warranties hereinabove set forth;
(2) Any action, suit or proceeding based upon the claim that said
declarations, representations, or warranties were inaccurate or misleading or
otherwise cause for obtaining damages or redress from the Company.
7. This Agreement shall be construed in accordance with and governed by
the laws of the State of Wyoming, except as to the manner in which the
subscriber elects to take title to the shares in the Company which shall be
construed in accordance with the State of his principal residence.
8. I hereby agree to convey title to all of my interest in common
shares of Advanced Ceiling Supplies, Inc. upon receipt of $163.69 per share.
DATED THIS __DAY OF _______2000.
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NAME OF SELLER
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Signature of Seller:
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Residence Address
( )
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Business Telephone
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Mailing Address (if different)
THIS OFFER IS ACCEPTED THIS _____ day of _______________, 2000.
ADVANCED CEILING SUPPLIES, INC.
by:
Its:
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SUBSCRIBER ACKNOWLEDGMENT FORM TO BE USED
IF SUBSCRIBER IS AN INDIVIDUAL
STATE OF _________________
SS.
COUNTY OF ________________ }
On this __day of ______, 2000, before me, the undersigned Notary
Public, duly commissioned and sworn, personally appeared _________________known
to me to be the person(s) whose name is (or whose names are) subscribed to the
within instrument, and acknowledged that he (or she or they) executed the same.
IN WITNESS WHEREOF, I have hereunto set my and affixed my official seal
the day and year in the certificate above written.
My Commission expires: ________
_________________________________Notary Public
_________________________________Address
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NOTARY: Please complete state, county, date and names of all persons signing,
and affix notarial seal.