Pathway Merchandising, Inc.

UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK

FEDERAL TRADE COMMISSION, Plaintiff,

EVAN BLUMSTEIN, individually and as an officer of Pathway Merchandising, Inc. and Four Vend, Inc., KENNETH FINNEY, individually and as an officer of Four Vend, Inc., PATHWAY MERCHANDISING, INC., a New York corporation, and FOUR VEND, INC., a New York corporation, d/b/a IV Vend, IV Vending, Inc., For Vend and For Vend Incorporate, Defendants.

CIVIL ACTION NO.

EX PARTE TEMPORARY RESTRAINING ORDER WITH ASSET
FREEZE AND ACCOUNTING, APPOINTMENT OF RECEIVER, AND ORDER TO
SHOW CAUSE WHY A PRELIMINARY INJUNCTION SHOULD NOT ISSUE

Plaintiff Federal Trade Commission ("FTC" or "Commission"), pursuant to Sections 13(b) and 19 of the Federal Trade Commission Act ("FTC Act"), 15 U.S.C. §53(b) and 57(b), filed its Complaint for a permanent injunction and other relief, including consumer redress, and moved ex parte for a temporary restraining order pursuant to Rule 65 of the Federal Rules of Civil Procedure, Fed. R. Civ. P. 65. The Court has considered the complaint, memorandum of law, declarations and other materials filed in support of the Commission's motion and finds that:

1. This Court has jurisdiction over the subject matter of this case, and there is good cause to believe it will have jurisdiction over all the parties hereto.

2. There is good cause to believe that defendants Evan Blumstein, Kenneth Finney, Pathway Merchandising, Inc., and Four Vend, Inc., have violated Section 5(a) of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45(a), and the Commission's Trade Regulation Rule entitled Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures (hereinafter "Franchise Rule"), 16 C.F.R. Section 436, and that the Commission therefore is likely to prevail on the merits of this action.

3. There is good cause to believe that immediate and irreparable damage to the Court's ability to grant effective final relief for consumers in the form of monetary redress will occur from the transfer, disposition or concealment by defendants of their assets or business records unless defendants are immediately restrained and enjoined by Order of this Court, and that in accordance with Fed. R. Civ. P. 65(b), the interest of justice therefore requires that the Commission's Application be heard ex parte without prior notice to defendants.

4. Good cause exists for appointing a temporary receiver for the corporate defendants, Pathway Merchandising, Inc. and Four Vend, Inc.

5. Weighing the equities and considering the Commission's likelihood of ultimate success, a temporary restraining order with an asset freeze and accounting and appointment of a temporary receiver is in the public interest.

6. No security is required of any agency of the United States for issuance of a restraining order. Fed. R. Civ. P. 65(c).

DEFINITIONS

For purposes of this Order, the following definitions shall apply:

1. "Assets" means any legal or equitable interest in, right to, or claim to, any real and personal property, including, but not limited to, chattel, goods, instruments, equipment, fixtures, general intangibles, effects, leaseholds, mail or other deliveries, inventory, checks, notes, accounts, credits, receivables (as those terms are defined in the Uniform Commercial Code), and all cash, wherever located.

2. "Defendants" means Evan Blumstein, Kenneth Finney, Pathway Merchandising, Inc., and Four Vend, Inc., also doing business as IV Vend, IV Vending, Inc., For Vend and For Vend Incorporate, and possibly under other names, and each of them.

3. "Document" is synonymous in meaning and equal in scope to the usage of the term in Federal Rule of Civil Procedure 34(a), and includes writings, drawings, graphs, charts, photographs, audio and video recordings, computer records, and other data compilations from which information can be obtained and translated, if necessary, through detection devices into reasonably usable form. A draft or non-identical copy is a separate document within the meaning of the term.

4. "Material" means likely to affect a person's choice of, or conduct regarding, goods or services.

5. "Person" means any individual, group, unincorporated association, limited or general partnership, corporation, or other business entity.

ORDER

I. CEASE VIOLATIONS OF SECTION 5 OF THE FTC ACT

IT IS HEREBY ORDERED that defendants, and their officers, agents, directors, employees, salespersons, independent contractors, subsidiaries, affiliates, successors, assigns and all other persons or entities in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division or other device, are hereby restrained and enjoined from making or assisting others in making, expressly or by implication, any false or misleading oral or written statement or representation in connection with the sale of vending machine business opportunities, including but not limited to, misrepresenting, expressly or by implication, that consumers who purchase the business venture are likely to earn substantial income, such as $50,000 per year, $48,000 per year or $150-250 per machine per month.

II. CEASE VIOLATIONS OF THE FRANCHISE RULE

IT IS FURTHER ORDERED that defendants, and their officers, agents, directors, employees, salespersons, independent contractors, subsidiaries, affiliates, successors, assigns and all other persons or entities in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, whether acting directly or through any corporation, subsidiary, division or other device, are hereby restrained and enjoined from violating or assisting others in violating, expressly or by implication, any provision of the Commission's Franchise Rule, 16 C.F.R. § 436, including but not limited to the following violations:

A. failing to provide prospective franchisees with accurate and complete basic disclosure documents within the time period required by Section 436.1(a) of the Franchise Rule, 16 C.F.R. § 436.1(a);

B. when earnings claims are made, failing to provide prospective franchisees with an earnings claim document within the time period required by Sections 436.1(b)-(d) of the Franchise Rule, 16 C.F.R. § 436.1(b)-(d); and

C. when earnings claims are made, failing to have a reasonable basis for such earnings claims at the times they are made, required by Section 436.1(e) of the Franchise Rule, 16 C.F.R. § 436.1(e).

III. ASSET FREEZE AND ACCOUNTING PROVISIONS

A. transferring, converting, encumbering, selling, concealing, dissipating, disbursing, assigning, spending, withdrawing or otherwise disposing of any funds, property, artwork, coins, precious metals, jewelry, contracts, shares of stock, or other assets, wherever located, that are owned or controlled by, or in the actual or constructive possession of any defendant, or any other corporation, partnership, or entity directly or indirectly owned, managed, or controlled by, or under common control with any defendant, including but not limited to any assets held by or for any defendant in any account at any bank or savings and loan institution, or with any broker-dealer, escrow agent, title company, commodity trading company, precious metal dealer, or other financial institution of any kind; and

B. opening or causing to be opened any safe deposit boxes or storage facilities titled in the name of any defendant, or subject to access or control by any of them, without providing plaintiff prior notice and opportunity to inspect the contents in order to determine that they contain no assets covered by this section.

The assets so affected shall include both existing assets and assets acquired after the date of this Order. Defendants shall hold and account for all such assets and payments received by any of them, including without limitation, borrowed funds or property and gifts.

IV. DEFENDANTS TO REPATRIATE ALL ASSETS

IT IS FURTHER ORDERED that within five (5) business days following service of this Order, each defendant shall:

A. repatriate to the United States all funds, documents and assets in foreign countries held either: (1) by them; (2) for their benefit; or (3) under their direct or indirect control, jointly or singly;

B. provide the Commission with a full accounting of all funds, documents and assets outside the territory of the United States held either: (1) by them; (2) for their benefit; or (3) under their direct or indirect control, jointly or singly;

C. prevent any transfer, disposition, or dissipation whatsoever of any such documents, assets or funds; and

D. provide the Commission access to defendant's records and documents held by financial institutions outside the territorial United States.

V. FILE FINANCIAL STATEMENTS

IT IS FURTHER ORDERED that each defendant shall provide this Court and serve upon counsel for the Commission at least seventy-two (72) hours prior to the hearing on a preliminary injunction in this matter, but in no event later than one week after entry of this Order, a completed financial statement on the forms attached to this Order, accurate as of the date of service of this Order upon such defendant. Said financial statement shall include assets held outside the territory of the United States.

VI. DUTIES OF THIRD PARTIES HOLDING DEFENDANTS' ASSETS OR RECORDS

IT IS FURTHER ORDERED that any financial or brokerage institution, escrow agent, title company, storage facility, commodity trading company, business entity or person maintaining or having custody or control of any records of any defendant or of any account or other asset of any defendant, whether held individually or jointly, or of any corporation, partnership, or other entity directly or indirectly owned, managed, or controlled by, or under common control with any defendant, or that at any time since January 1, 2000, has maintained or had custody of any such account or other asset, and which receives actual notice of this Order by personal service or otherwise, shall:

A. hold and retain within its control and prohibit the withdrawal, removal, assignment, transfer, pledge, hypothecation, encumbrance, disbursement, dissipation, conversion, sale, or other disposal of any of the assets, funds, or other property held by, or under its control, on behalf of any defendant(s) in any account maintained in the name of or for the benefit of any defendant(s), in whole or in part, except in accordance with any further order of the Court;

B. deny access to any safe deposit boxes or storage facilities that are either:

1. titled in the name, individually or jointly, of any defendant, or

2. otherwise subject to access by any defendant;

C. within five (5) business days of the date of service of this Order, provide to counsel for the plaintiff and the account holder a certified statement setting forth:

1. the identification of each account or asset titled in the name, individually or jointly, of any defendant, or held on behalf of, or for the benefit of, any defendant;

2. the balance of each such account, or a description and appraisal of the value of such asset, as of the close of business on the day on which this Order is served, and, if the account or other asset has been closed or removed, the date closed or removed, the total funds removed in order to close the account, and the name of the person or entity to whom such account or other asset was remitted;

3. the identification of any safe deposit box or storage facility that is either titled in the name individually or jointly, of any defendant, or is otherwise subject to access or control by any defendant; and

D. allow representatives of the Commission immediate access to inspect and copy all records of any defendant and all documents relating to any account, safe deposit box or other asset of any defendant, including, but not limited to originals or copies of account applications, account statements, signature cards, checks, drafts, deposit tickets, transfers to and from the accounts, all other debit and credit instruments or slips, currency transaction reports, 1099 forms, and safe deposit box logs. Any such financial institution, account custodian, or other aforementioned entity may arrange for the Commission to obtain copies of any such records which the Commission seeks, provided that such institution or custodian may charge a reasonable fee not to exceed fifteen (15) cents per page copied.

The assets and funds affected by this Paragraph include both existing assets and assets acquired after the effective date of this Order.

VII. MAINTAIN RECORDS

A. failing to make and keep books, records, accounts, bank statements, current accountants' reports, general ledgers, general journals, cash receipt ledgers and source documents, documents indicating title to real or personal property, and any other data which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of defendants; and

B. destroying, erasing, mutilating, concealing, altering, transferring, or otherwise disposing of, in any manner, directly or indirectly, any books, records, tapes, discs, accounting data, checks (fronts and backs), correspondence, forms, advertisements, brochures, manuals, electronically stored data, banking records, customer lists, customer files, invoices, telephone records, ledgers, payroll records, or other documents of any kind, including information stored in computer-maintained form (such as electronic mail), in their possession, and other documents or records of any kind that relate to the business practices or finances of any defendant.

VIII. TEMPORARY RECEIVER

IT IS FURTHER ORDERED that ______________________ is appointed Temporary Receiver for defendants Pathway Merchandising, Inc., and Four Vend, Inc., also doing business as IV Vend, IV Vending, Inc., For Vend, For Vend Incorporate, and possibly under other names, (the "Receivership Defendants"), their affiliates, subsidiaries, divisions, sales entities, successors, or assigns, with the full power of an equity receiver, until further order of this Court. The Temporary Receiver shall be the agent solely of this Court in acting under this Order and shall be accountable directly to this Court. The Temporary Receiver shall serve without bond.

A. The Temporary Receiver is directed and authorized to:

1. assume full control of the Receivership Defendants by removing any director, officer, independent contractor, employee, or agent of the Receivership Defendants, including any defendant, from control, management or participation in the affairs of the Receivership Defendants;

2. allow the Commission access to documents in the possession, custody, or control of the Receivership Defendants, or on its behalf, including but not limited to books, records, tapes, discs, accounting data, checks, correspondence, forms, advertisements, brochures, manuals, electronically stored data, banking records, customer lists, customer files, invoices, telephone records, ledgers and payroll records, and any other document or record that relates to the business practices or finances of the Receivership Defendant, including information stored in computer maintained form (such as electronic mail);

3. take exclusive custody, control and possession of all assets and documents of, or in the possession, custody, or under the control of, the Receivership Defendants, wherever situated. The Temporary Receiver shall have full power to divert mail and to sue for, collect, receive, take in possession, hold, and manage all assets and documents of the Receivership Defendants and other persons or entities whose interests are now held by or under the direction, possession, custody, or control of the Receivership Defendants;

PROVIDED, HOWEVER, that the Temporary Receiver shall not attempt to collect any amount from a consumer if he or she believes the consumer was a victim of the deceptive acts or practices alleged in the Complaint in this matter;

4. take all steps necessary to secure the business premises including (1) serving and filing this Order, (2) completing a written inventory of all receivership assets, (3) obtaining pertinent information from all employees and other agents of the Receivership Defendants, including but not limited to the name, home address, Social Security number, job description, method of compensation, and all accrued and unpaid commissions and compensation of each such employee or agent, (4) changing the locks and disconnecting any computer modems or other means of access to the computer or other records maintained at that location, or (5) requiring any persons present on the premises at the time this Order is served to leave the premises, to provide the Temporary Receiver with proof of identification, or to demonstrate to his or her satisfaction that such persons are not removing from the premises documents or assets of the Receivership Defendants;

5. conserve, hold, and manage all receivership assets and preserve the value of those assets in order to prevent any irreparable loss, damage, or injury to consumers or creditors, including obtaining an accounting of the assets and liquidating securities or commodities owned by or for the benefit of the Receivership Defendants;

6 enter into contracts and purchase insurance;

7. prevent the inequitable distribution of assets and determine, adjust, and protect the interests of consumers and creditors;

8. manage the business of the Receivership Defendants until further order of this Court by performing all incidental acts, including hiring or dismissing any employees, independent contractors, or agents, and conduct the business of the Receivership Defendants if he or she determines the business can be lawfully operated at a profit using the receivership assets;

9. engage attorneys, accountants, appraisers, and other independent contractors and technical specialists;

10. make payments and disbursements from the receivership estate that are necessary or advisable for carrying out the directions of, or exercising the authority granted by, this Order. The Temporary Receiver shall not pay any debt or obligation incurred prior to entry of this Order, except for payments made to secure assets of the Receivership Defendants such as rent;

11. institute, compromise, adjust, appear in, intervene in, or become party to actions or proceedings in state, federal, or foreign courts to preserve or recover assets or to carry out the Temporary Receiver's mandate under this Order;

12. issue subpoenas to obtain records pertaining to the receivership and conduct discovery in this action on behalf of the receivership estate;

13. open one or more bank accounts as designated depositories for funds of the Receivership Defendants. The Temporary Receiver shall deposit all funds of the Receivership Defendants in such a designated account, make all payments and disbursements from such account(s), and maintain accurate records of all receipts and expenditures.

B. Defendants shall fully cooperate with and assist the Temporary Receiver, and are hereby enjoined from doing any act or thing whatsoever to harass or interfere with the Temporary Receiver's custody, control, possession, or management of the assets or documents subject to this receivership, or to interfere in any manner with the exclusive jurisdiction of this Court over the assets or documents of the Receivership Defendants.

C. Immediately upon service of this Order, defendants shall transfer or deliver possession, custody, and control of the following to the Temporary Receiver:

1. all assets of the Receivership Defendants;

2. all documents of the Receivership Defendants, including, but not limited to, books and records of accounts, all financial and accounting records, balance sheets, income statements, bank records (including monthly statements, canceled checks, records of wire transfers, and check registers), client lists, customer files, title documents and other papers, and any computers or computer disks wherein such documents are stored;

3. all assets belonging to members of the public now held by the Receivership Defendants; and

4. all keys and codes necessary to gain or to secure access to any assets or documents of the Receivership Defendants, including, but not limited to, access to their business premises, means of communication, accounts, computer systems including passwords, or other property.

In the event any person or entity fails to deliver or transfer any asset or otherwise fails to comply with any provision of this Paragraph, the Temporary Receiver is instructed to file ex parte an affidavit regarding the failure. Upon filing of the affidavit, the Court may authorize, without additional process or demand, writs of possession or sequestration or other equitable writs requested by the Temporary Receiver. The writs shall authorize and direct the United States Marshal or any sheriff or deputy sheriff of any county (pursuant to Fed. R. Civ. P. 4(c)(1)) to seize the asset, document, or other thing and deliver it to the Temporary Receiver.

D. Upon service of a copy of this Order, all banks, broker-dealers, savings and loans, escrow agents, title companies, commodity trading companies, futures commission merchants, or other financial institutions shall cooperate with all reasonable requests of the Temporary Receiver relating to implementation of this Order, including transferring funds at his direction and producing records related to the assets of the Receivership Defendants.

E. Except by leave of this Court, during pendency of the receivership ordered herein, defendants and all other persons and entities are stayed from taking any action to establish or enforce any claim, right, or interest for, against, on behalf of, in, or in the name of the Receivership Defendants, any of its subsidiaries, affiliates, partnerships, assets, documents, or the Temporary Receiver or his agents without prior permission of the Court, including but not limited to:

1. filing any petition for relief under the United States Bankruptcy Code;

2. commencing, prosecuting, continuing, entering, or enforcing any suit or proceeding, except that such actions may be filed to toll any applicable statute of limitations;

3. accelerating the due date of any obligation or claimed obligation; filing or enforcing any lien; taking or attempting to take possession, custody, or control of any asset; attempting to foreclose, forfeit, alter, or terminate any interest in any asset, whether such acts are part of a judicial proceeding, are acts of self-help, or otherwise;

4. executing, issuing, serving, or causing the institution of any legal process, including but not limited to attachments, garnishments, subpoenas, writs of replevin, writs of execution, or any other form of process whether or not specified in this Order; or

5. doing any act or thing whatsoever to interfere with the Temporary Receiver taking custody, control, possession, or management of the assets or documents subject to this receivership, or to harass or interfere with the Temporary Receiver in any way, or to interfere in any manner with the exclusive jurisdiction of this Court over the assets or documents of the Receivership Defendants.

PROVIDED, HOWEVER, that this Paragraph does not stay:

1. the commencement or continuation of a criminal action or proceeding;

2. the commencement or continuation of an action or proceeding by a governmental unit to enforce such governmental unit's police or regulatory power;

3. the enforcement of a judgment, other than a money judgment, obtained in an action or proceeding by a governmental unit to enforce such governmental unit's police or regulatory power;

4. the commencement of any action by the Secretary of the United States Department of Housing and Urban Development to foreclose a mortgage or deed of trust in any case in which the mortgage or deed of trust held by the Secretary is insured or was formerly insured under the National Housing Act and covers property, or combinations of property, consisting of five or more living units; or

5. the issuance to the Receivership Defendants of a notice of tax deficiency.

Except as otherwise provided in this Order, all persons and entities in need of documentation from the Temporary Receiver shall in all instances first attempt to secure such information by submitting a formal written request to the Temporary Receiver, and, if such request has not been responded to within thirty (30) days of receipt by the Temporary Receiver, any such person or entity may thereafter seek an Order of this Court with regard to the relief requested.

F. The Temporary Receiver is entitled to reasonable compensation for the performance of duties pursuant to this Order, and for the cost of actual out-of-pocket expenses, from the assets now held by or in the possession or control of or which may be received by the Receivership Defendants. The Temporary Receiver shall file and serve periodic requests for the payment of such reasonable compensation. The Temporary Receiver shall not increase his hourly rate without Court approval.

IX. BANKRUPTCY

IT IS FURTHER ORDERED that, in light of the appointment of the Temporary Receiver herein, the Receivership Defendants are hereby prohibited from filing a petition for relief under the United States Bankruptcy Code, 11 U.S.C. § 101 et seq., without prior permission from this Court.

X. COPIES TO BE SERVED ON OFFICERS, EMPLOYEES, ET AL.

IT IS FURTHER ORDERED that each defendant shall immediately provide a copy of this Order to each of its divisions, subsidiaries, corporations, affiliates, successors, assigns, directors, officers, managing agents, employees, representatives, and independent contractors, and shall, within three (3) business days from the date of service of this Order, provide the Commission with a sworn statement that defendants have complied with this provision of the Order. The Temporary Receiver has no obligations under the provisions of this Paragraph.

XI. NOTICE

IT IS FURTHER ORDERED that defendants Evan Blumstein and Kenneth Finney shall notify counsel for the Commission at least seven (7) days prior to any discontinuance of his present business or employment and of his affiliation with any new or previously inactive business or employment. Each such notice shall include the defendant's new business address, a statement of the nature of the business or employment in which the defendant is newly engaged, and a description of the defendant's duties and responsibilities in connection with that business or employment.

XII. CORRESPONDENCE WITH PLAINTIFF

IT IS FURTHER ORDERED that all service and delivery to the Commission shall include service or delivery to Larissa L. Bungo or Dana C. Barragate, counsel for the Commission, at Eaton Center, 1111 Superior Avenue--Suite 200, Cleveland, Ohio 44114, unless either of the above consents to service at another location. Service shall be complete upon receipt.

XIII. EXPIRATION OF TEMPORARY RESTRAINING ORDER

IT IS FURTHER ORDERED that the Temporary Restraining Order granted herein expires ten (10) days after entry unless, within such time, the Order, for good cause shown, is extended for an additional period not to exceed ten (10) days, or unless it is extended with the consent of the parties.

XIV. ORDER TO SHOW CAUSE SEEKING PRELIMINARY INJUNCTION

IT IS FURTHER ORDERED that:

A. Each of the defendants shall appear before this Court on the day of , 2001, at o'clock m., at the United States courthouse located at , Room , to show cause why an order should not be issued pursuant to Rule 65 of the Federal Rules of Civil Procedure enjoining the defendants during the pendency of this action from violating Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a), and the Franchise Rule, 16 C.F.R. Part 436, continuing the freeze of their assets, and imposing such additional equitable relief as may be appropriate;

B. Defendants shall file with the Court and serve plaintiff with any response to the Order to Show Cause, including answers, declarations, exhibits, other evidence, and memoranda, not less than seventy-two (72) hours prior to the hearing on the Order to Show Cause;

C. Plaintiff shall file with the Court and serve on defendants any supplemental declarations, exhibits, other evidence, and memoranda not less than twenty-four (24) hours prior to the hearing on the Order to Show Cause;

D. The question of whether this Court should enter an order pursuant to Rule 65 of the Federal Rules of Civil Procedure enjoining the defendants during the pendency of this action shall be resolved on the pleadings, declarations, exhibits, and memoranda filed by and oral argument of the parties. Live testimony shall be heard only on further order of this Court on motion filed with the Court and served on counsel for the other parties at least seventy-two (72) hours prior to the hearing on the Order to Show Cause. Such motion shall set forth the name, address, and telephone number of each proposed witness, a detailed summary or affidavit revealing the substance of each proposed witness' expected testimony, and an explanation of why the taking of live testimony would be helpful to this Court. Any papers opposing a timely motion to present live testimony or to present live testimony in response to live testimony to be presented by another party shall be filed with this Court and served on the other parties at least forty-eight (48) hours prior to the hearing on the Order to Show Cause;

E. All documents served pursuant to this Paragraph shall be served on counsel for plaintiff or on defendants by hand, by facsimile transmission receipt of which has been verified by the party making service, or by overnight delivery service provided that delivery has been received by counsel for plaintiff or by defendants within the time allotted in this Paragraph.

XV. SERVICE

IT IS FURTHER ORDERED that the Commission shall serve upon defendants copies of this Order and of the summons, complaint and other initial pleadings and papers filed in this matter. Pursuant to Fed. R. Civ. P. 4(c)(2), the documents may be served by employees of the Commission, employees of any other law enforcement agency, or by agents of any process servers retained by the Commission. Copies of this Order may be served by the Commission or the Temporary Receiver upon any person or entity that may be in possession of any assets, property, or property rights of defendants or that may be otherwise subject to any provision of this Order.

XVI. CONSUMER REPORTING AGENCIES

IT IS FURTHER ORDERED, pursuant to Section 604 of the Fair Credit Reporting Act, 15 U.S.C. § 1681(b), that any consumer reporting agency may furnish a consumer or credit report to the Commission concerning any defendant.

XVII. JURISDICTION

IT IS FURTHER ORDERED that this Court shall retain jurisdiction of this matter for all purposes.

SO ORDERED, this day of , 2001, at a.m./p.m.

UNITED STATES DISTRICT JUDG