SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ventura Entertainment Group Ltd.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
923218 70 5
(CUSIP Number)
Bennett S. Smith
1101 Gulf Breeze Parkway, Third Floor
Gulf Breeze, FL 32561
(904) 932-8356
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
December 31, 1994 and May 31, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this
statement [X].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
(Continued on following page(s))
Page 1 of Pages
<PAGE>
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bennett S. Smith
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 505,000
:_____________________________
:
: (8) SHARED VOTING POWER
: None
NUMBER OF SHARES BENEFICIALLY :_____________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 505,000
:_____________________________
:
: (10) SHARED DISPOSITIVE
: POWER
: None
___________________________________:_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian W. Brady
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 320,000
:_____________________________
:
: (8) SHARED VOTING POWER
: None
NUMBER OF SHARES BENEFICIALLY :_____________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 320,000
:_____________________________
:
: (10) SHARED DISPOSITIVE
: POWER
: None
___________________________________:_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Incandela Trust
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 165,000
:_____________________________
:
: (8) SHARED VOTING POWER
: None
NUMBER OF SHARES BENEFICIALLY :_____________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 165,000
:_____________________________
:
: (10) SHARED DISPOSITIVE
: POWER
: None
___________________________________:_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON OO
_________________________________________________________________
<PAGE>
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Incandela and Sharon Sue Incandela as Co-
Trustees for the Richard S. Incandela Trust
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 165,000
:_____________________________
:
: (8) SHARED VOTING POWER
: None
NUMBER OF SHARES BENEFICIALLY :_____________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 165,000
:_____________________________
:
: (10) SHARED DISPOSITIVE
: POWER
: None
___________________________________:_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Judd
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [X]
IF A MEMBER OF A GROUP (b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 10,000
:_____________________________
:
: (8) SHARED VOTING POWER
: None
NUMBER OF SHARES BENEFICIALLY :_____________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE
: POWER
: 10,000
:_____________________________
:
: (10) SHARED DISPOSITIVE
: POWER
: None
___________________________________:_____________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
Item 1. Security and Issuer
This joint Schedule 13D filed on behalf of Bennett S.
Smith, Brian W. Brady, Richard S. Incandela and Sharon Sue
Incandela as Co-Trustees for the Richard S. Incandela Trust and
Lance Judd (collectively, the "Reporting Persons"), relates to
the class of Common Stock ($.001 par value) (the "Common Stock")
of Ventura Entertainment Group Ltd., a Delaware corporation (the
"Issuer"), with its principal offices located at 11466 San
Vicente Boulevard, Los Angeles, CA 90049.
Item 2. Identity and Background
The following information is given with respect to the
Filing Persons:
(a) Bennett S. Smith
(b) Soundview Media Investments, Inc.
1101 Gulf Breeze Parkway, Third Floor
Gulf Breeze, FL 32561
(c) President and Chief Executive Officer
Soundview Media Investments, Inc.
1101 Gulf Breeze Parkway, Third Floor
Gulf Breeze, FL 32561
(d) Mr. Smith has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Mr. Smith has not, during the past five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) United States of America
(a) Brian W. Brady
(b) Soundview Media Investments, Inc.
2178 Commons Parkway
Okemos, MI 48864
(c) Executive Vice President and Secretary
Soundview Media Investments, Inc.
2178 Commons Parkway
Okemos, MI 48864
(d) Mr. Brady has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Mr. Brady has not, during the past five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) United States of America
(a) Richard S. Incandela Trust
(b) 414 N. Clinton, Suite 106
River Forest, IL 60305
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(a) Richard S. Incandela
(b) 414 N. Clinton, Suite 106
River Forest, IL 60305
(c) President
Tenexco, Inc.
414 N. Clinton, Suite 106
River Forest, IL 60305
(d) Mr. Incandela has not, during the last five years,
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Mr. Incandela has not, during the past five years,
been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction
and as a result of such proceeding was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) United States of America
(a) Sharon Sue Incandela
(b) 414 N. Clinton, Suite 106
River Forest, IL 60305
(c) Private investor.
(d) Mrs. Incandela has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) Mrs. Incandela has not, during the past five
years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final
order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws.
(f) United States of America
(a) Lance Judd
(b) 2291 Dorchester
Birmingham, MI 48009
(c) Private investor.
(d) Mr. Judd has not, during the last five years, been
convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Mr. Judd has not, during the past five years, been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities
laws or finding any violation with respect to such
laws.
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Stock Exchange Agreement dated as of
November 9, 1994 (the "Agreement"), by and among the Issuer,
Soundview Media Investment, Inc., a Florida corporation
("Soundview"), and the Reporting Persons, shares of the common
and preferred stock of Soundview held by the Reporting Persons
were exchanged for shares of the Company's Common Stock (the
"Exchange Transaction") as follows:
<TABLE>
<CAPTION>
Soundview Soundview
Name Common Stock Preferred Stock
- ------------------------- ------------ ---------------
<S> <C> <C>
Bennett S. Smith 404,000 380,000
Brian W. Brady 256,000 -
Richard S. Incandela Trust 132,000 380,000
Lance Judd 8,000 -
<CAPTION>
Company
Common Stock
------------
<C>
505,000
320,000
165,000
10,000
</TABLE>
Item 4. Purpose of Transaction
According to the Company's Form 10-K filed with the
Securities and Exchange Commission on April 18, 1995, the Company
is engaged in the business of owning broadcast properties,
marketing events, obtaining corporate sponsorships, creating and
managing corporate promotions, product placements and the
distribution of television programs. Soundview is a development
stage company organized in 1994 by the Reporting Persons for the
purpose of acquiring broadcast properties. As a result of the
Exchange Transaction, Soundview became an 80%-owned subsidiary of
the Company with the Reporting Persons retaining ownership of the
remaining 20% of Soundview. The Exchange Transaction was closed
on December 31, 1994.
On May 31, 1995, Mr. Smith accepted, subject to
completion of due diligence, a written proposal from Floyd
Kephart, the Chairman of the Board of Directors and Chief
Executive Officer of the Company, that will result in the
resignation of Mr. Kephart from his positions with the Company,
and the liquidation of Mr. Kephart's holdings of Common Stock.
Negotiations with respect to a final agreement on Mr. Kephart's
proposal are continuing.
Except as set forth in this Item 4, the Reporting
Persons have no other present plans or proposals that relate to
or that could result in any of the actions specified in clauses
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
According to the Company's Quarterly Report on Form 10-
Q for the three-month period ended March 31, 1995, the Company
has an aggregate of 9,917,501 shares of Common Stock outstanding.
For purposes of this Schedule 13D: Mr. Smith is deemed to
beneficially own 5.1% of the class of Common Stock outstanding,
with the sole power to vote and dispose of such shares; Mr. Brady
is deemed to beneficially own 3.2% of the class of Common Stock
outstanding, with the sole power to vote and dispose of such
shares; The Richard S. Incandela Trust is deemed to beneficially
own 1.7% of the class of Common Stock outstanding, with the sole
power to vote and dispose of such shares; and Mr. Judd is deemed
to beneficially own 0.1% of the class of Common Stock
outstanding, with the sole power to vote and dispose of such
shares. As a group, the Reporting Persons are deemed to
beneficially own 1,000,000 shares (the "Shares") or 13.0% of the
class of Common Stock outstanding.
None of the Reporting Persons have acquired any
additional shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
In connection with the Exchange Transaction, the
Reporting Persons and Mr. Kephart entered into a Shareholders
Voting Agreement dated November 9, 1994 (the "Voting Agreement").
With respect to the election of directors of the Company, the
Voting Agreement provides that the Reporting Persons and Mr.
Kephart will vote any and all shares of Common Stock beneficially
owned or controlled by them in accordance with the written
directions of Mr. Kephart. With respect to the sale or
disposition of all or substantially all of the stock or assets of
Soundview, or the liquidation or merger of Soundview, the Voting
Agreement provides that the Reporting Persons and Mr. Kephart
will vote any and all shares of Common Stock beneficially owned
or controlled by them in accordance with the written direction of
Messrs. Smith and Brady. The Voting Agreement does not prohibit
or otherwise restrict the sale of any shares of Common Stock held
by the Reporting Persons or Mr. Kephart. The Voting Agreement
terminates in the event that the Reporting Persons, as a group,
own less than 75% of the Shares.
Other than as described herein, the Reporting Persons
do not have any other contract, arrangement or understanding with
respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit Number Exhibit
A. Stock Exchange Agreement dated as of November
9, 1994, by and among Ventura Entertainment
Group Ltd, a Delaware corporation, Soundview
Media Investment, Inc., a Florida
corporation, Bennett S. Smith, Brian W.
Brady, Richard S. Incandela Trust and Lance
Judd filed as Exhibit 10.43 to the Company's
Annual Report on Form 10-K filed on April 18,
1995 is incorporated herein by reference.
B. Shareholders Voting Agreement dated November
9, 1994, by and among Floyd Kephart, Bennett
S. Smith, Brian W. Brady, Richard S.
Incandela Trust and Lance Judd.*
C. Joint Filing Agreement by and among Bennett
S. Smith, Brian W. Brady, Richard S.
Incandela Trust and Lance Judd.*
________________________
* Filed herewith.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: June 1, 1995
/s/ BENNETT S. SMITH
------------------------------
Bennett S. Smith
/s/ BRIAN W. BRADY
------------------------------
Brian W. Brady
RICHARD S. INCANDELA TRUST
By: /s/ RICHARD S. INCANDELA
---------------------------
Richard S. Incandela
Co-Trustee
By: /s/ SHARON SUE INCANDELA
---------------------------
Sharon Sue Incandela
Co-Trustee
/s/ LANCE JUDD
------------------------------
Lance Judd
Exhibit B
SHAREHOLDERS VOTING AGREEMENT
THIS SHAREHOLDERS VOTING AGREEMENT ("Agreement") is
made and entered into this 9th day of November, 1994 by and among
FLOYD W. KEPHART ("Kephart") and the following persons
("Founders"): Richard s. Incandela and Sharon Sue Incandela, Co-
trustees of the RICHARD S. INCANDELA TRUST, dated 9/15/91
("Trust"), BENNETT S. SMITH ("Smith"), BRIAN W. BRADY ("Brady"),
and LANCE JUDD ("Judd") with respect to the following facts:
R E C I T A L S
A. The parties hereto are stockholders of Ventura
Entertainment Group Ltd., a Delaware corporation ("VEG").
B. The parties hereto wish to provide for the voting
of their shares of Common Stock of VEG under certain
circumstances.
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, and intending to be legally bound, the
parties agree as follows:
1. Voting With Respect to the Election of Directors.
With respect to the election of directors of VEG and any other
vote or consent of the stockholders of VEG relating to the
management of VEG, the parties hereto agree to vote any and all
shares of capital stock of VEG that are owned beneficially or of
record by them or controlled by them ("Stockholder Shareholders")
in accordance with the written directions of Floyd W. Kephart.
2. Sale or Disposition of Soundview. As to any vote
or consent of the stockholders of VEG with respect to the sale or
other disposition of all or substantially all the stock or assets
of Soundview Media Investments, Inc. ("Soundview") or the
liquidation of Soundview or the merger of Soundview with a
company other than an affiliate of VEG, the Stockholder Shares
shall be voted in accordance with the joint written direction of
Messrs. Smith and Brady.
3. Sale of Stockholder Shares. No stockholder shall
be prohibited by the terms of this Agreement from selling any or
all of his Stockholder Shares at any time or from time to time,
to the public or any other third party.
4. Termination of Agreement.
(1) Sale of 75% of Exchanged Stock. Pursuant to
the terms of the Stock Exchange Agreement, executed
simultaneously herewith, the Founders acquired stock in VEG equal
to thirteen percent (13%) of the common stock ("Exchanged
Stock"). In the event the Founders, as a group, own less than
75% of the Exchanged Stock, this agreement shall terminate.
(2) Termination of Employment Agreements with
Smith and Brady. Pursuant to the terms of the Stock Exchange
Agreement, Smith, Brady, Soundview and VEG, executed Employment
Agreements simultaneously herewith. In the event both of those
employment agreements, renewals or extensions thereof, are
terminated, this agreement shall terminate.
5. Notices. Any and all notices, demands or other
communications required or desired to be given hereunder by any
party shall be in writing and shall be validly given or made to
another party if served personally, or by telex, facsimile,
messenger or air courier, or deposited in the United States mail,
certified or registered, postage prepaid, return receipt
requested. If such notice, demand or other communications be
personally served, or by telex, facsimile, messenger or air
courier, service shall be conclusively deemed made at the time of
such service. If such notice, demand or other communications be
given by mail, it shall be conclusively deemed given five (5)
days after the deposit thereof in the United States mail,
addressed to the party to whom such notice, demand or other
communication is to be given as hereinafter set forth:
To Kephart: Ventura Entertainment Group Ltd.
11466 San Vicente Blvd.
Los Angeles, CA 90049
To Founders: Soundview Media Investments, Inc.
1101 Gulf Breeze Parkway
Suite 207
Gulf Breeze, FL 32561
With a
copy to: Clark, Partington, Hart, Larry, Bond,
Stackhouse & Stone
Suite 800, One Pensacola Plaza
125 West Romana Street
Pensacola, FL 32591-3010
Attn: Robert D. Hart, Jr.
Any party hereto may change his or her address for the
purposes of receiving notices, demands or other communications as
herein provided by a written notice given in the manner aforesaid
to the other party or parties hereto.
6. Specific Performance. It is agreed that the
rights granted to the parties hereunder are of a special and
unique kind and character, and that if there is a breach by any
party of any material provision of this Agreement, the other
parties would not have any adequate remedy at law. It is
expressly agreed, therefore, that this Agreement and the rights
of the parties hereunder may be enforced by any action for
specific performance and such other equitable relief as is
provided for under the laws of the State of Florida.
7. Ownership of Shares. Each Shareholder represents
and warrants to each other Shareholder that he has the full
right, power, legal capacity and authority to enter into this
Agreement, and that as of the date of this Agreement he owns his
Stockholder Shares free and clear of any lien, charge or
encumbrance, except as otherwise set forth herein.
8. Applicable Law and Severability. This document
shall, in all respects, be governed by the laws of the State of
Florida applicable to Agreements executed and to be wholly
performed within the State of Florida. Nothing contained herein
shall be construed so as to require the commission of any act
contrary to law, and wherever there is any conflict between any
provision contained herein and any present or future statute,
law, ordinance or regulation contrary to which the parties have
no legal right to contract, the latter shall prevail but the
provision of this document which is affected shall be curtailed
and limited only to the extent necessary to bring it within the
requirements of the law.
9. Further Assurances. Each of the parties hereto
shall execute and deliver any and all additional notices, papers
documents and other assurances, and shall do any and all acts and
things reasonably necessary in connection with the performance of
their obligations hereunder and to carry out the intent of the
parties hereto.
10. Attorneys' Fees. In the event any action be
instituted by a party to enforce any of the terms or conditions
contained herein, the prevailing party in such action shall be
entitled to such reasonable attorneys' fees, costs and expenses
as may be fixed by the Court.
11. Modifications or Amendments. No amendment, change
or modification of this Agreement shall be valid unless in
writing and signed by all of the parties hereto.
12. Successors and Assigns. Except as otherwise and
herein explicitly provided, all of the terms and conditions
contained herein shall inure to the benefit of and shall be
binding upon the parties hereto and their respective heirs,
personal representatives, successors and assigns.
13. Entire Agreement. This Agreement constitutes the
entire understanding and Agreement of the parties with respect to
the subject matter of this Agreement, and any and all prior
Agreements, understanding or representations are hereby
terminated and canceled in their entirety and are of no further
force and effect.
IN WITNESS WHEREOF, the parties have executed this
Agreement effective as of the day and year first above written.
/s/ FLOYD W. KEPHART /s/ BENNETT S. SMITH
- ------------------------ ----------------------
FLOYD W. KEPHART BENNETT S. SMITH
/s/ RICHARD S. INCANDELA /s/ BRIAN W. BRADY
- ------------------------ ----------------------
RICHARD S. INCANDELA, BRIAN W. BRADY
Co-trustee of the Richard S.
Incandela Trust dated 9/15/91
/s/ SHARON SUE INCANDELA /s/ LANCE JUDD
- ------------------------ ----------------------
SHARON SUE INCANDELA, LANCE JUDD
Co-trustee of the Richard S.
Incandela Trust dated 9/18/91
Exhibit C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term
is defined in the Schedule 13D referred to below) on behalf of
each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the Common Stock (par value $.001 per
share) of Ventura Entertainment Group Ltd. and that this
Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 1st day of May, 1995.
/s/ BENNETT S. SMITH
------------------------------
Bennett S. Smith
/s/ BRIAN W. BRADY
------------------------------
Brian W. Brady
RICHARD S. INCANDELA TRUST
By: /s/ RICHARD S. INCANDELA
---------------------------
Richard S. Incandela
Co-Trustee
By: /s/ SHARON SUE INCANDELA
---------------------------
Sharon Sue Incandela
Co-Trustee
/s/ LANCE JUDD
------------------------------
Lance Judd
