Exhibit 10.4


 


EXECUTION COPY
- 1


 


STOCK PURCHASE AGREEMENT
RE:


 


KENJA II, INC F/K/A MARK R. DEAN, INC. a
Florida Corporation and KENKJA VENTURES, INC. a Florida Corporation.


 


THIS AGREEMENT
is made on 10-29-07, between the
persons identified on the signature pages as “Seller Equityholders” (the “Seller
Equityholders”) and VCG HOLDING CORPORATION, a Colorado Corporation on behalf
of Florida corporation to be formed (“Buyer”).


 


BACKGROUND


 


A.              Seller,
KenJa II, Inc (“KenjaII”) a Florida corporation owns and operates a business
commonly known as “Platinum Plus”, located at 7565 W. 20th Ave, ,
Hialeah Florida. KenjaII operates an adult entertainment business which
presents adult entertainment at its business location. Seller Kenja Ventures,
Inc (“Kenja”) owns a duly issued Florida Liquor License and an Adult
Entertainment License from the City Hialeah, Florida. Collectively the assets
of Kenja and KenjaII are referred to as the “Business”). Kenja and KenjaII are
sometimes referred to as “Seller” and/or “Sellers.”


 


B.              Third Properties, Inc., a wholly owned by
Seller Equityholders, is the sole owner of the real property located  7565 W. 20th Ave,
Hialeah,.Florida.


 


C.              That
the term “Seller” shall mean Kenja and Kenja II, either individually or
collectively, whichever is appropriate in the context in which it is used.


 


D.              Gregroy
Kenwood Gaines (“Seller Equityholders”) is the sole and only shareholder in
Sellers, all of whom having consented to this Agreement.


 


E.               Seller
Equityholders own all of Seller’s issued and outstanding capital stock in
both  Kenja and in KenjaII. (“Seller
Equity Interests”).


 


F.               Buyer
desires to purchase from Seller, Equityholders, and Seller Equityholders desire
to sell to Buyer, all of the issued and outstanding Seller Equity Interests
(the “Purchased Equity Interests”) on the terms of and subject to the
conditions of this Agreement.


 


G.              Gregory
Kenwood Gaines (the “Principal”) is Seller’s chief executive officer and
controlling shareholder.


 


(INITIALED:
MO, KW)


 


H.              As
a further condition to Buyer’s willingness to purchase the Purchased Equity
Interests, Seller Equityholders have agreed to not compete with Buyer or Seller
in the conduct of the Business, as provided in noncompetition agreements in the
form agreed upon by the parties on the date of this Agreement (the “Noncompetition
Agreements”).


 


(INITIALS:
KW,MO)


 

















 


AGREEMENTS  


 


NOW,
THEREFORE, in consideration of the Background and the terms and conditions set
forth in this Agreement, each of the Seller Equityholders and Buyer agree as
follows:


 


1.             Agreement
of Purchase and Sale of the Purchased Equity Interests. On the terms and
subject to the conditions set forth in this Agreement, Seller Equityholders,
jointly and severally, agree to sell and deliver to Buyer on the Closing Date
the Purchased Equity Interests, free from all Encumbrances (as defined in
Section 8.4), and Buyer agrees to purchase the Purchased Equity Interests from
Seller Equityholders.


 


2.             Purchase
Price for Purchased Equity Interests.


 


2.1           Shares
to be Purchased. On the terms and conditions set forth in this Agreement, the
Seller and Selling Shareholders hereby sell, assign, transfer set over and
convey to the Buyer on the Closing Dates described below, the Purchased Shares
(as defined below). The Purchased Shares are free and clear from any and all
encumbrances (as defined in Section 8. 4). The shares to be purchased (the “Purchased
Shares”) consist of all of the issued and outstanding stock in Kenja, Inc. and
all of the issued and outstanding shares of stock in Kenja II (sometimes
collectively referred to as the “Companies”).


 


2.2           Share
Purchase Price. On the Closing Dates described herein, the Buyer shall pay the
following per share purchase price in the manner set forth in Paragraph 2.3 and
2.4 below to Seller and Selling Shareholder against receipt of the certificates
for the Purchased Shares, duly endorsed for transfer or accompanied by duly
executed stock powers as follows: SIX MILLION
EIGHT HUNDRED AND SEVENTY FIVE THOUSAND ($6,875,000.00) DOLLARS allocated
as follows:


 


Kenja:  $200/per share (Total price: $100,000)


 


KenjaII:
$13,550/per share (Total Price: $ 6,775,000)


 


In addition,
Seller and Buyer shall make appropriate adjustment for operating costs that
straddle the Closing Date, such as property taxes, insurance and utilities (the
“Closing Adjustments”)


 


(INITIALED: MO, KW)


 


2.3           Payment
of Purchase Price — On the Closing Date, the Buyer shall pay to the Seller in
cash or by certified check for the purchase of all of the issued and
outstanding shares in sellers., the sum of SIX
MILLION EIGHT HUNDRED AND SEVENTY FIVE THOUSAND ($6 ,875,000.00) DOLLARS)
as follows:


 


a.                             $50,000.00
from escrow deposited at the time of the of the execution of the letter of
intent;


 


b.                             $1,000,000.00
credit from the closing involving an affiliate of Seller and Seller
Equityholder pursuant to a purchase agreement dated 8-21-07; and


 


2

















 


c.                             $
5,825,000.00 at closing.


 


2.4           The
allocation of the purchase price is set forth in Exhibit 2.3a attached hereto [To be reviewed by Seller’s
accountants and tax lawyer] and incorporated by reference herein. In addition,
Buyer shall pay at closing all pre-paid items set forth on Exhibit 2.3b.
In addition, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the
case may be, an amount equal to the net Closing Adjustment as defined in
Article 2.2 hereinabove found in Exhibit
2.3b.


 


2.5           Transfer of License(s): Seller shall
transfer and Purchaser shall purchase, if a transfer is permitted by law, and
if not, Seller shall assist Purchaser in transferring and/or acquiring, all
liquor licenses and permits used in connection with the Business, as well all
City/County/State issued adult entertainment licenses, which shall permit the
Purchaser to operate the business in substantially the same manner it is
presently being operated. In the event that the Purchaser is not approved for
transfer of the liquor license or any City/County/State issued license on or
before the Closing Date, then this Agreement shall terminate and the Purchaser
shall be entitled to a full refund of any payments, whether to escrow or to the
seller.


 


2.6           Asset in
Business: As of the Closing Date, the Seller will inusre that Kenja and KenjaII
own all of the leases presently in existence, along with all equipment,
furniture, and fixtures, and  personal
property of the business in substantially the same  form as they existed as of the date this
Agreement is executed.


 


2.7           No
Liabilities. Prior to the Closing Date, Seller and Seller Equityholders
shall  have caused all known liabilities
and obligations sellers, other than with respect to liabilities arising from
the contracts accepted by Buyer (the “Assumed Contracts”) and set forth on Schedule 8.17, and with respect to such
contracts only for products and services provided to the Companies after the
Closing Date (the “Future Liabilities”). Seller and Selling Shareholder
represent and warrant that as of the Closing Date, the Sellers will have
satisfied, in cash, all of the liabilities for all products and services
received by the Companies prior to the Closing Date, and that the Companies
will not have any liabilities whatsoever, other than with respect to the Future
Liabilities.                                                                                                                 (INITIALED:
MO, KW)


 


2.8           Excluded
Assets. Buyer is not entitled to, and Seller may distribute from Kenkev to the “Seller
Equityholder), the following assets of Sellers, to the extent existing or
arising out of facts occurring before the Closing Date: cash, cash equivalents,
bank accounts, accounts receivable, credit card processing agreements and other
similar assets relating to amounts earned before the Closing Date but subject
to the “Closing Adjustments.”


 


3.             Related
Agreements.


 


3.1           Noncompetition
Agreements. At the Closing, VCG Holding Corporation the “Buyer”  and the Seller and the Seller Equityholder,
shall execute and deliver to each other the Noncompetition
Agreements and Confidentiality Agreement
in the form attached hereto as Exhibit 3.1.
The Non-Compete Agreements shall provide for the Seller Equityholder not to compete
with VCG Holding Corporation, the Buyer, for a period of 5 years and a radius
of 50 miles from Sellers location and for VCG Holding Corporation, the Buyer
not to compete with Seller or Seller


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


3

















 


Equityholder
for a period of three years in any area within 50 miles of any existing
businesses of Seller or Seller Equityholder or in which Seller Equityholder has
a controlling interest, except for Florida, a listing of all such business is
attached as an addendum to this Agreement, for which Seller and Seller
Equityholder have granted VCG a first right of refusal on the sale of such
businesses as consideration for this provision 
In each case, the restrictions shall apply to all affiliate businesses
of Buyer and Seller Equityholder. It is the intent of the parties that neither
Buyer nor Seller will operate within fifty (50) miles of a present or future
location of the other, large metropolitan areas and Florida excluded, and which
shall include the metropolitan markets with greater then 3 million persons in
terms of overall population, along with all present locations where either
party presently operates.


 


3.2           Buy-Sell
Agreement. At or before the Closing, Seller and Seller Equityholders shall
terminate any and all Buy-Sell Agreements relating to the company’s.


 


3.3           Lease.
At the time of closing, Buyer and Landlord will enter into a commercially
reasonable lease, to be mutually agreed upon by the parties with Third
Properties, Inc., a South Carolina Corporation which owns the real property
upon which the Business is located, in the form attached hereto as Exhibit 3.4 for the lease of the Real
Property located 7565 W. 20th
Hialeah, Florida. The minimum term of the lease shall be for a period of
at least 25 years, with a base rent of $10,000.00 and the lease shall provide a
right of first refusal to acquire the property should Offer to Sell the
property be received from any party or upon death of all owners of Landlord,
but a sale between the present shareholders of Landlord to one another or among
their respective heirs, will not trigger the right of first refusal, nor shall
any gifts to the heirs of such owner. Both the lease and the Right of First
Refusal shall include the adjoining property, described on Exhibit 3.4 which is presently being used
as a parking lot, for no additional consideration. The Lease shall also contain
an Option to Purchase the real property.


 


4.             Preclosing
Actions. Before the Closing:


 


(INITIALED:
MO, KW)


 


4.1           Conduct
of Business. Seller Equityholders shall cause Seller to carry on and conduct
the Business only in the ordinary course consistent with past practice, without
any material change in the policies, practices, and methods Seller pursued
before the date of this Agreement. Seller Equityholders will use their best
efforts and cause Seller to use its best efforts to preserve the Business
organization intact; to preserve the relationships with Seller’s customers,
suppliers, and others having business dealings with Seller; and to preserve the
services of Seller’s employees, agents, and representatives. Without limitation
of the foregoing, (a) Seller Equityholders will cause Seller not to undertake
without Buyer’s prior written consent (not to be unreasonably withheld or
delayed) any action that, if taken before the date of this Agreement, would be
required to be disclosed on Schedule 8.12, and (b) Seller Equityholders will
cause Seller not to alter the physical contents or character of any of its
inventories in a way that materially affects the nature of the Business or
results in a material change in the total dollar valuation of the inventories
or otherwise take action or refrain from taking action that would result in any
material change in Seller’s assets or liabilities, in each case other than in
the ordinary course of business consistent with past business practices.


 


4.2           Access
to Buyer. From the date of this Agreement through the Closing, Seller  Equityholders shall cause Seller to permit
Buyer and its representatives to make a full business, financial,


 


4

















 


accounting,
and legal investigation of Seller. Seller Equityholders shall cause Seller to
take all reasonable steps necessary to cooperate with Buyer in conducting this
investigation. No such investigation by Buyer or its representatives or any
knowledge obtained or that could have been obtained shall affect the
representations and warranties of Seller Equityholders or Buyer’s reliance on
them.


 


4.3           UCC
Filings. Buyer will conduct a Uniform Commercial Code search result for the
State of Florida, the County of          and
in South Carolina         , and
each State and County in which Seller Equityholders reside showing no security
interests or liens naming the Company’s as a debtor, other than those
acceptable to the Buyer or released prior to or at the time of the Closings
described herein.


 


4.4           Accuracy
of Representations and Warranties and Satisfaction of Conditions. Seller
Equityholders will immediately advise Buyer in writing if (a) any of the
representations or warranties of Seller Equityholders is untrue or incorrect in
any material respect, or (b) Seller Equityholders become aware of the
occurrence of any event or state of facts that results in any of the
representations and warranties of Seller Equityholders being untrue or
incorrect as if Seller Equityholders were then making them. Seller
Equityholders will not take any action, or omit to take any action, and shall
cause Seller not to take any action, or omit to take any action, that would
result in any of Seller Equityholders representations and warranties set forth
in this Agreement to be untrue or incorrect as of the Closing Date. Seller
Equityholders will use their best efforts to cause all conditions set forth in
Section 5 that are within their control to be satisfied as promptly as
practicable under the circumstances.


 


5.             Conditions
Precedent to Buyer’s Obligations.                                                                                               (INITIALED: MO, KW)


 


Buyer’s
obligation to consummate the transactions contemplated by this Agreement is
subject to the fulfillment (or waiver by Buyer) before or at the Closing of
each of the following conditions:


 


5.1           Accuracy
of Representations and Warranties. The representations and warranties of Seller
and Seller Equityholder contained in Article 8, and elsewhere in this Agreement
and all related documents shall be true and correct on the date of this
Agreement and at and as of the Closing.


 


5.2           Performance
of Covenants. Seller Equityholders shall have in all respects performed and
complied with all covenants, agreements, and conditions that this Agreement
requires, and with all other related documents to be performed or complied with
before or at the Closing. The Seller Equityholders shall have executed and
delivered the Noncompetition Agreements, the Waivers, the Forms W-9 referred to
in Section 8.22(e), and the Certificates of Non-foreign Status referred to in
Section 11.3. To the extent that any buy-sell agreements exist between any
parties relative to the shares being sold in Sellers they have been terminated
any and all Buy-Sell Agreement and executed and delivered an instrument of
termination and release in form and substance acceptable to Buyer.


 


5.3           Satisfactory
Due Diligence Review. All due diligence by Buyer has been completed. Seller
Equityholder represents that all materials provided to Buyer during the course
of due diligence are truthful and accurate, to the best of Seller’s knowledge.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


5

















 


5.4           Permits.
Buyer shall have acquired all licenses and permits that in Buyer’s opinion are
necessary to operate the Business after the Closing. These include, but are not
limited to, a Liquor License issued by the State of Florida and an Adult
Entertainment License issued by the City/County/State of Florida. There shall
be no material change in the ability of the Buyer to conduct business in the
manner in which it is currently being operated.


 


5.5           No
Casualty. Before the Closing Date, Seller shall not have incurred, or be
threatened with, a material liability or casualty that would materially impair
the value of its assets or the Business.


 


5.6           Opinion
of Counsel. Buyer shall have received the favorable opinion of counsel to
Seller Equityholders dated the Closing Date and in form and substance
satisfactory to Buyer’s counsel that the Seller is a corporation in good
standing, and that Seller and Seller Equityholders are lawfully entitled to
sell the stock in the Companies, that all disclosure required hereunder have
been made, and that upon execution of this Closing of this Agreement, the Buyer
will be the sole and absolute owner of all assets and stock in the Sellers.


 


5.7           Equity
Interest Certificates. Seller Equityholders shall have delivered to Buyer
certificates representing all of the Purchased Equity Interests registered in
the name of the Seller Equityholders (without any restrictive legend or
together with such instruments and items that shall permit, in the reasonable
opinion of Buyer’s counsel, the sale and transfer of such equity interests free
of any such legend). The certificates shall be endorsed in blank or with
accompanying signed assignments. Seller Equityholders shall                                                                                                                          (INITIALED: MO, KW)


 


also deliver
to Buyer such other instruments or documents that shall, in the reasonable
opinion of the Buyer’s counsel, be reasonably required to vest good title in
Buyer to the Purchased Equity Interests free from all Encumbrances.


 


5.8           Certificates
Regarding Conditions Precedent. The Seller Equityholders shall have delivered
to Buyer certificates of the Seller 
Equityholders certifying that as of the Closing Date all of the
conditions set forth in Sections 5.1, 5.2, 5.5, 5.7, 5.10, and 5.12 have been
complied with, satisfied or waived by Buyer.


 


5.9           No
Litigation. No proceeding or investigation shall have been instituted before or
by any court or governmental body to restrain or prevent the carrying out of
the transactions contemplated by this Agreement or that might affect Buyer’s
right to own the Purchased Equity Interests or for Buyer to own, operate, and
control the Business after the Closing Date.


 


5.10         Lien
Search. Buyer shall have obtained a UCC lien searches in form and content
satisfactory to Buyer.


 


5.11         Consents.
Seller Equityholders shall have obtained in writing all consents necessary or
desirable to consummate or facilitate consummation of this Agreement and any
related transactions. The consents shall be delivered to Buyer before Closing
and shall be reasonably acceptable to Buyer in form and substance.


 


5.12         Environmental
Investigation. Buyer waives the right to perform a environmental investigation
of the property at this time, however reserve the right to conduct such a
investigation at the time that it exercises its first right of offer to acquire
the property. Nothing shall affect the Seller’s 
or  Seller Equityholders’
representations and warranties in Section 8.25 or Buyer’s 


 


6

















 


reliance on
them or Seller Equityholders’s indemnification obligations under Section 10
hereinafter.


 


5.13         Waivers.
Seller Equityholders shall have delivered to Buyer a statement from each of the
Seller Equityholders and each of Seller’s officers and directors, in form and
substance acceptable to Buyer, that each either waives or has no claim, as
appropriate, against the Sellers for unpaid dividends, bonuses, profit sharing,
rights, or other claims of any kind, nature, or description except salaries and
fringe benefits normally accrued and described in the statement or otherwise
contemplated under this Agreement.


 


5.14         Resignations.
Each director and officer of Sellers shall have delivered to Buyer resignations
from their positions with Sellers.


 


5.15         Other
Documents and Instruments. Buyer shall have received any other documents and
instruments from Seller as it may reasonably request.


 


5.16         Approvals
by Buyer’s Counsel. Buyer’s counsel shall have reasonably approved all legal
matters and the form and substance of all documents Buyer, Seller, or Seller
Equityholder are required to deliver at the Closing.


 


5.17         Payment
of all Liabilities. All known liabilities (including all vendors, personal and
real property taxes, and utilities) of the Sellers incurred prior to the Closing
date of the respective purchase shall have been paid in full by the respective
company or the   (INITIALED: MO, KW)


 


corporate
funds necessary to pay such expenses shall be escrowed or allocated from the
Corporate Operating Accounts until such time as satisfactory evidence of the
payment of the expense has been received by the Buyer.


 


6.             Conditions
Precedent to Seller Equityholders Obligations.


 


Seller and
Seller Equityholders obligations to consummate the transactions
contemplated by this Agreement are subject to the fulfillment (or waiver by
Seller Equityholders) of each of the following conditions before or at
the Closing:


 


6.1           Accuracy
of Representations and Warranties. Buyer’s representations and warranties
contained in this Agreement and all related documents shall be true and correct
on the date of this Agreement and at and as of the Closing.


 


6.2           Performance
of Covenants. Buyer shall have in all respects performed and complied with
all covenants, agreements, and conditions required by this Agreement and all
related documents that must be performed or complied with before or at the
Closing.


 


7.             Closing Matters.


 


7.1           Closing. The closing of the transactions
contemplated in this Agreement  (the “Closing”)
shall take place at the offices of                                    within
14 days of the date that all license and permits are approved for transferor                       
at 10:00 a.m. on                             or
at another place and/or on another date that the parties agree on (the “Closing
Date”).


 


All
transactions and all documents executed and delivered at the time of Closing
shall be deemed to have occurred simultaneously, and no transaction shall be
deemed to have occurred and no document shall be deemed to have been executed
or delivered unless all transactions


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


7

















 


have occurred
and all documents have been executed and delivered. For the purposes of this
Agreement, the term Business Day
means a day other than a Saturday or Sunday on which banks are generally open
for business in Florida


 


7.2           Certain
Closing Expenses. Seller Equityholders shall be liable for and shall pay all
federal, state, and local sales, use, excise, and documentary stamp taxes and
all other similar taxes, duties, or other like charges properly payable on and
in connection with the conveyance and transfer of the Purchased Equityholder
Interests to Buyer.


 


7.3           Further
Assurances. Seller Equityholders shall cooperate with and assist Buyer and take
all other reasonable actions to ensure a smooth transition of the Business to
Buyer. From time to time after the Closing Date, Seller Equityholders shall, at
the request and expense of Buyer, execute and deliver additional conveyances,
transfers, documents, instruments, assignments, applications, certifications,
papers, and other assurances that Buyer requests as required to effectively
carry out this Agreement’s intent in good faith and to transfer the Purchased
Equity Interests to Buyer.


 


7.4           Title
and Liens. At the Closing, title to the assets owned by the Sellers shall be
free, clear, and unencumbered, as specifically set forth in this Agreement. To
this end at the closing, the Selling Equityholder shall causeto be delivered
all of the following:


(INITIALED: MO, KW)


 


a.             Lien Search. Buyer at its expense shall
have obtaind a tax lien search and financing statement search, both certified
to a date at or near the Closing Date and each showing that no tax, mechanics,
or other liens have been filed against the property. Seller shall reasonably
cooperate with Buyer to conduct such a search.


 


b.             Application for Conditional Tax Clearance.
Within a reasonable period following the Closing, Seller shall provide Buyer a
letter from the appropriate Florida authorities concerning liability of Sellers
for sales or withholding taxes, both as of a date near the Closing Date and
each showing that Sellers are not in arrears on payments relating to the above
referenced taxes.


 


7.5           Income Taxes. Buyer and Seller agree that
Buyer shall be responsible for all taxes based on Seller’s taxable income, to
the extent accrued on and after the Closing Date and that Seller shall be
responsible for those amounts before the Closing Date. In order to effect this
provision, the parties agree that Seller shall close its books and determine
the net taxable income and federal and state taxes for the pro rated year
ending on the day before the Closing Date and shall include the tax due as a
closing adjustment under Article 2.2 and Exhibit 2.4.


 


8.             Seller
and Seller Equityholder’s Representations and Warranties.


 


The Seller
Equityholder, represents and warrants to Buyer as follows as of the date of
this Agreement and as of the Closing Date, and acknowledges and confirms, that
Buyer is relying on these representations and warranties in entering into this
Agreement:


 


8.1           Organization
and Standing. Sellers are corporations organized, validly existing, and in good
standing under the laws of the state of incorporation, and have all requisite
corporate power and authority to own its property and conduct its business as
it is now being conducted. The nature of the business and the character of the
properties Seller owns or leases do not make licensing or qualification of Seller
as a foreign entity necessary under the laws of any other jurisdiction. Except
for the use of the name “Platinum Plus” or otherwise as set forth in Schedule
8.1 (need


 


8

















 


Schedule)
Seller has not in the last five years used or assumed any other name in
connection with the conduct of its business.


 


8.2           Articles
and Bylaws. Schedule 8.2 contains true and complete copies of Sellers Articles
of Incorporation and Bylaws.


 


8.3           Capitalization.
Kenja’s authorized capital stock consists solely of                 shares
of Seller common stock, of which 500 shares are issued and outstanding. KenjaII’s
authorized capital stock consists solely of 
              shares
of Seller common stock, of which  500 shares
are issued and outstanding respectively. All of the issued and outstanding
Seller Equity Interests are owned of record and beneficially by the Seller
and/or Seller Equityholders as the case may be. A true and complete list of the
certificate numbers and number of all shares  held
by each of the Seller Equityholders is set forth in Schedule 8.3. There are no
options, calls, subscriptions, warrants, agreements, or other (INITIALED: MO, KW)


 


securities or
rights outstanding for the purchase or other acquisition of Seller’s Equity
Interests; that are convertible into, exercisable for, or relate to Seller’s
Equity Interests; or that have any voting rights. Neither Corporation has any
outstanding contractual obligations to repurchase, redeem, or otherwise acquire
any outstanding shares of Seller’s Equity Interests. Seller is not a party to
any Buy-Sell Agreement that would affect in any manner any of the transactions
contemplated in this Agreement.


 


8.4           Seller
Equityholder Interests. Seller Equityholders is the lawful owner of the
Purchased Equity Interests, free from all pledges, liens, security interests,
encumbrances, mortgages, adverse claims, charges, options, equity interests,
proxies, voting agreements or trusts, leases, tenancies, easements, or other
interests (“Encumbrances”). All shares of the Purchased Equity Interests have
been authorized and validly issued and are fully paid, non-assessable, and free
of preemptive rights. On delivery to Buyer at the Closing of the Purchased
Equity Interests, endorsed for transfer, Buyer will be the absolute owner of
the Purchased Equity Interests, free from all Encumbrances arising through
either Seller.


 


8.5           Authorization.
Each of the Seller Equityholders has the requisite legal capacity to execute,
deliver, and perform this Agreement and the Noncompetition Agreements, Lease,
and the Waivers (the “Related Agreements”) to which they are a party and to
consummate any related transactions. Each of the Seller  Equityholders has duly executed and delivered
this Agreement. This Agreement is, and the Related Agreements when executed and
delivered by the parties to them will be, legal, valid, and binding obligations
of each Seller Equityholder that is a party to them, enforceable against each
of them in accordance with their respective terms, except as such enforcement
may be limited by bankruptcy, insolvency, moratorium, or similar laws relating
to the enforcement of creditors’ rights and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


 


8.6           Existing
Agreements and Governmental Approvals.


 


(a)           Except as set forth in
Schedule 8.6, the execution, delivery, and performance of this Agreement and
the Related Agreements by Seller and the consummation of the transactions
contemplated by them (i) do not
and will not violate any provisions of law applicable to Sellers or any of the
Seller Equityholders;(ii) do not
and will not conflict with, result in the breach or


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


9

















 


termination of
any provision of, or constitute a default under (in each case whether with or
without the giving of notice or the lapse of time, or both) Seller’s respective
Articles of Incorporation or Bylaws or any indenture, mortgage, lease, deed of
trust; other instrument, contract, or agreement; or any order, judgment,
arbitration award, or decree to which Seller or any of the Seller Equityholder
is a party or by which it or any of its 
respective assets and properties are bound; and (iii) do not and will not result in the
creation of any Encumbrance on any of the properties, assets, or business of
Seller, or any of the Seller Equityholders.


 


(b)           Except
as set forth in Schedule 8.6, no approval, authority, or consent of or filing
by Seller, any of the Seller Equityholders with, or notification to, any
federal, state, or local court, authority, or governmental or regulatory body
or agency, or any other corporation, limited liability company, partnership, individual,
or other entity is necessary    (INITIALED: MO, KW)


 


to authorize
the execution and delivery of this Agreement or any of the Related Agreements
or the consummation of the transactions contemplated by this Agreement or any
of the Related Agreements. As of the date of closing, the Seller owns all state
and city Licenses and Permits necessary to operate an adult entertainment
facility, with liquor and a adult entertainment license from the
City/County/State of Florida necessary to permit operation of the Business in
the manner it is currently operating.


 


8.7           No
Subsidiaries. Seller and Selling Equityholder do not have any subsidiaries or
directly or indirectly own any interest or have any investment in any other
corporation, partnership, or other entity related to Sellers.


 


8.8           No
Insolvency. No insolvency proceeding of any character, including, without
limitation, bankruptcy, receivership, reorganization, composition, or
arrangement with creditors, voluntary or involuntary, affecting Seller or any of
its assets or properties is pending or, to the Best Knowledge of Seller
Equityholder, threatened. Neither Seller nor any of the Seller Equityholder
have taken any action in contemplation of, or that would constitute the basis
for, the institution of any such insolvency proceedings. For the purposes of
this Agreement, the phrase Best Knowledge of
Seller Equityholders means the knowledge that any of the Seller
Equityholder has or would have after due inquiry into the matter in question.


 


8.9           Permits
and Licenses. Sellers have all necessary permits, certificates, licenses,
approvals, consents, and other authorizations required to carry on and conduct
the Business and to own, lease, use, and operate its assets at the place and in
the manner in which the Business is presently conducted. A complete list of all
Seller’s permits, certificates, licenses, approvals, consents, and other
authorizations is included in Schedule 8.9.


 


8.10         Financial
Statements. [To be reviewed by Seller’s accountants] Seller and Seller Equityholder  has delivered to Buyer the financial
statements for the Corporations listed in Schedule 8.10, and Seller
Equityholders shall deliver, before the Closing, copies of all financial
statements Seller has prepared for each full month before the Closing after the
periods reflected in such listed financial statements (the “Financial
Statements”). The Financial Statements fairly and accurately present the
financial position of Sellers as of the dates indicated and the results of its
operations as of the dates indicated and for the periods covered thereby, and
are and will be true and correct in all material respects, subject to year-end
adjustments. All inventories reflected in the Financial Statements have been
and will be valued at the lower of cost or market value, with cost determined
using the last-in, first-out method; adequate provision has been and will


 


10

















 


be timely made
in the Financial Statements for doubtful accounts or other receivables; sales are
stated in the Financial Statements net of discounts, returns, and allowances;
all Taxes (as defined in Section 8.22) due or paid are and will be timely
reflected in the Financial Statements; and all Taxes not yet due and payable
are and will be fully accrued or otherwise provided for in the Financial
Statements. Any items of income or expense that are unusual or of a
nonrecurring nature during any such period or at any such balance sheet date
are and will be separately disclosed in the Financial Statements. Except as
otherwise disclosed on Schedule 8.10, Seller’s books, records, and work papers
are complete and correct and accurately reflect, and will accurately reflect,
in all material respects the basis for the                                   (INITIALED: MO, KW)


 


financial
condition and the results of Seller’s operations that are set forth in the
Financial Statements.


 


8.11         No
Undisclosed Liabilities. Except as otherwise disclosed on Schedule 8.11 or in
the Financial Statements, (none of which have or will have arisen as a result
of negligence, gross negligence, strict liability, tort, toxic tort,
environmental liabilities, violations of law, or default under any Contract or
Commitment attributable to Seller or for which Seller shall be responsible),
Sellers do  not have any debts, liabilities,
or obligations or any kind or character whatsoever, whether accrued, absolute,
contingent, matured, not matured, known, unknown, or otherwise,  and whether or not of a character as would be
required to be reflected in any balance sheet of Seller prepared in accordance
with GAAP.


 


8.12         Conduct
of Business. Except as otherwise disclosed on attached Schedule 8.12, since the
date of execution of the Letter Agreement dated June 7, 2007 (“the Letter
Agreement),  Sellers have not:


 


(a)           Issued
any capital stock  or other
securities convertible into or exchangeable or exercisable for capital stock   or
having voting rights; declared or paid any dividend; made any other payment
from capital or surplus or other distribution of any nature; or directly or
indirectly redeemed, purchased, or otherwise acquired, recapitalized, or
reclassified any of its capital stock.


 


(b)           Merged
with any other entity.


 


(c)           Altered
or amended its Articles of Incorporation or Bylaws.


 


(d)           Entered
into, materially amended, or terminated any contract, license, lease,
commitment or permit, except in the ordinary course of business consistent with
past practices.


 


(e)           Experienced
any labor disturbance.


 


(f)            Incurred
or become subject to any obligation or liability (absolute, accrued, contingent,
or otherwise), matured, not matured, except (i)
in the ordinary course of business consistent with past practices and (ii) in connection with the performance of
this Agreement.


 


(g)           Discharged
or satisfied any Encumbrance or paid or satisfied any obligation or liability
(absolute, accrued, contingent, or otherwise) other than (i) liabilities shown or reflected in the
respectiveSeller’s balance sheet dated  8/31/07 or (ii) liabilities incurred since the date of the balance
sheet, in each such case only in the ordinary course of business consistent
with


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


11

















 


past practices and in accordance with the express terms of such
obligation or liability.


 


(h)           Mortgaged,
pledged, or subjected to any Encumbrance any of its assets.


 


                                (INITIALED: MO, KW)


 


(i)            Sold,
transferred, or agreed to sell or transfer any asset or business; cancelled or
agreed to cancel any debt or claim; or waived any right, except in the ordinary
course of business consistent with past practices.


 


(j)            Disposed
of or permitted to lapse any Intellectual Property.


 


(k)           Granted
any increase in employee rates of pay or any increases in salary payable or to
become payable to any officer, employee, consultant, or agent, or by means of
any bonus or pension plan, contract, or other commitment increased the
compensation of any officer, director, employee, consultant, or agent, or hired
any new officer, employee, consultant, or agent, except in the ordinary course
of business.


 


(l)           Made or authorized any capital expenditures
for additions to plant or equipment accounts in excess of $10,000.00.


 


(m)          Entered
into any transaction (including, without limitation, any contract or other
arrangement providing for employment, furnishing of services, rental of real or
personal property, or otherwise requiring payments) with any shareholder,
officer, or director of Sellers; any member of their immediate families; or any
of their affiliates.


 


(n)           Experienced
any material damage, destruction, or loss (whether or not covered by insurance)
affecting its properties, assets, or Business.


 


(o)           Failed
to regularly maintain and repair its assets in the ordinary course of business
consistent with past practices.


 


(p)           Instituted
or settled any litigation, action, or proceeding before any court or
governmental body relating to it or its property.


 


(q)           Made
any change in any method of accounting or any accounting practice or suffered
any deterioration in accounting controls.


 


(r)            Varied,
cancelled, or allowed to expire any insurance coverage, except as agreed by the
parties in writing.


 


(s)           Made
any payment or disbursement of moneys or property or declared or paid any
dividend or other distribution to or on behalf of any officer, director, or
shareholder of Seller or any member of the immediate families of any of the
Seller Equityholder, or any affiliate, other than for payment of compensation
or reimbursement of expenses in accordance with past practices.


 


(t)            Entered
into any other transaction other than in the ordinary course of business
consistent with past practices.


 


(u)           Agreed
or committed to do any of the foregoing.


 


12

















 


8.13         No
Adverse Changes. Except as otherwise disclosed in Schedule 8.13, since the date
of execution of the Letter Agreement, there has not been any occurrence,
condition, or development that has adversely


(INITIALED: MO, KW)


 


affected, or
is likely to adversely affect, Sellers, or its prospects, condition (financial
or otherwise), operations, assets, or the Business.


 


8.14         Employees.
That except as disclosed on Schedule 8.14
(Schedule), there is not now, nor has there been at any time during
the past five years, any strike, lockout, grievance filing, other similar labor
dispute against Seller or that in any manner affects Seller is and has been, to
the best of its knowledge, in compliance with all rules regulating employee
wages and hours. Buyer acknowledges that Kenkev has not treated the
entertainers as employees and that such treatement is of an uncertain nature. This
acknowledgement pertains to the entertainer/employee issue every where it is
mentioned in this Agreement. On or before the Closing Date, Sellers shall have
paid all its accrued obligations relating to employees (whether arising by
operation of law, by contract, or by past service) or payments to trusts or
other funds, to any governmental agency, or to any individual employee (or his
or her legal representatives) with respect to unemployment compensation
benefits, profit sharing, retirement benefits, or Social Security benefits.
Sellers has, to the best of its knowledge, complied with all requirements of
the U.S. Immigration and Nationality Act, as amended, including without
limitation all employment verification and antidiscrimination provisions
applicable to current and former employees of Seller.


 


8.15         Employee
Benefit Plans.[Subject to review by Seller’s accountants.]


 


(a)           Schedule
8.15 contains a true and complete list of all plans, contracts, programs, and
arrangements (including, but not limited to, collective bargaining agreements,
pensions, bonuses, deferred compensation, retirement, severance,
hospitalization, insurance, salary continuation, and other benefit plans,
programs, or arrangements) maintained currently or at any time within the
previous five years by Seller or under which Seller has had any obligations
with respect to an employee, director, or shareholder of Seller (the “Plans”).


 


(b)           True,
correct, and complete copies of the following documents, with respect to each
of the Plans, if applicable, have been made available or delivered to the
Buyer: (i) any plans and related
trust documents, and amendments thereto; (ii)
the two most recent Forms 5500; (iii)
the last IRS determination letter, if applicable; (iv) the most recent actuarial report; (v) summary plan descriptions; (vi) the two most recent Forms PBGC-1, and
(vii) with respect to any Plan
that is maintained pursuant to a collective bargaining agreement, all
collective bargaining agreements pursuant to which contributions are being made
or obligations are owed to such Plan, and all contracts with third-party
administrators, actuaries, investment managers, consultants, and other
independent contractors that relate to any such Plan.


 


(c)           Except
as specifically set forth in Schedule 8.15, (i)
each Plan that is an employee pension
benefit plan, (if any) as defined in Section 3(2) of


 


(INITIALED: MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


13

















 


ERISA, 29 USC
1002(2), and its related trust (“Pension Plan and Trust”) now meet, and since
their inception have met, the requirements for qualification under Sections
401(a) and, if applicable, 401(k) of the Internal Revenue Code of 1986, as
amended (the “Code”), and are now, and since their inception have been, exempt
from taxation under IRC 501(a), and the Internal Revenue Service (IRS) has
issued a current favorable determination letter with respect to the qualified
status of each Pension Plan and Trust and has not taken any action to revoke
such letter; (ii) Seller has
performed all obligations required to be performed by it under the Plans
(including, but not limited to, the making of all contributions) and is not in
default under and has no knowledge of any default by any other party to the
Plans; (iii) each Plan is in
material compliance as to form and operation, in accordance with all applicable
provisions of the Code and ERISA and any other applicable federal and state
laws (including rules and regulations thereunder), and each Plan has been
operated in compliance with such laws and written plan documents; (iv) neitherSeller nor, to the Best
Knowledge of Seller Equityholder, any other disqualified
person or party in interest,
within the meaning of IRC 4975 or Section 3(14) of ERISA, 29 USC 1002(14), has
engaged in any prohibited transaction,
as this term is defined in IRC 4975 or Section 406 of ERISA, 29 USC 1106, that
could, following the Closing Date, subject any Plan (or its related trust),
Buyer, Seller, or any officer, director  or
employee of Buyer or Seller, to any tax or penalty imposed under the Code or
ERISA; (v) there are no actions
or claims pending (other than routine claims for benefits) or, to the Best Knowledge
of Selling Parties, threatened against any Plan or against the assets of any
Plan; (vi) no Plan is subject to
Part 3 of Title I of ERISA, Section 412 of the Code, or Title IV of ERISA; (vii) each Plan’s plan official, as defined in Section 412
of ERISA, 29 USC 1112, is bonded to the extent required by Section 412; (viii) no proceeding has been initiated to
terminate any Plan, and any such termination will not subject Seller or Buyer
to liability to any person; (ix)
no Plan is a multiemployer plan,
as defined in Section 3(37) of ERISA, 29 USC 1002(37); (     x)
no retiree benefits are payable under any Plan that is an employee welfare benefit plan (“Welfare
Plan”), as this term is defined in Section 3(1) of ERISA, 29 USC 1002(1); and (xi) each Welfare Plan that is a group health plan within the meaning of
IRC 5000 complies with and in each case has complied with the applicable
requirements of Sections 601 through 608 of ERISA, 29 USC 1161–1168, and IRC
4980B.


 


(d)           Seller
has not incurred or will not incur with respect to any Plan that is an employee benefit plan, as defined in
Section (3)(3) of ERISA, 29 USC 1002(3), any actual or contingent liability,
including, but not limited to, liability under Section 601 through 608 of
ERISA, 29 USC 1161–1168, and IRC 4980B, any withdrawal liability from any
multiemployer pension plan, any termination or withdrawal liability under
Sections 4062, 4063, or


 


(INITIALED: MO, KW)


 


4064 of ERISA,
29 USC 1362, 1363, or 1364, any accumulated
funding deficiency as such term is defined in Section 302 of ERISA,
29 USC 1082, and


 


14

















 


IRC 412
(whether or not waived), any requirement to make any contributions to any
multiemployer plan, solely as a result of Seller being a member of a controlled group of corporations, or
treated as a single employer with any other entity within the meaning of IRC
414(b), 414(c), 414(m), or 414(n) arising from or incurred with respect to any
period before the Closing Date.


 


8.16         Certain
Employees. Each of the following is included in the list of agreements in
Schedule 8.15: all collective bargaining agreements, employment and consulting
agreements, executive compensation plans, bonus plans, deferred compensation
plans, pension or retirement plans, participation plans, tip-pooling
arrangements, profit-sharing plans, equity interest purchase and equity
interest option plans, hospitalization insurance, and other plans and
arrangements, providing for compensation and/or benefits to Seller’s employees,
directors, or shareholders.


 


(a)           Schedule
8.16 contains a true and complete list of the following: the names, positions,
and compensation of the present directors, officers, employees, and current
independent contractors of the Seller. Except as listed in Schedule 8.16, all
Seller’s employees are employees-at-will, may be terminated at any time in
accordance with the written policies (copies of which are contained in Schedule
8.16) of Seller for any lawful reason or for no reason, and are not entitled to
employment by virtue of any oral or written contract, employer policy, or
otherwise.


 


(b)           No
retired employees are receiving or are entitled to receive any payments or
health or other benefits from Sellers.


 


(c)           Buyer
agrees to continue employment of all employees post closing as at-will
employees. Seller Equityholder agrees that he will not solicit/hire any
employee provided that Buyer maintains its current compensation program, and
provided Buyer does so, then Seller Equityholder may not solicit or hire any
employee to work for him or any related entity for 6 months from the Closing
Date; furthermore, for the 6 months after such initial 6-month period, Seller
Equityholder agrees that he will consult with Buyer before soliciting/hiring
any such employee. If Buyer changes the Compensation Program and such change
results in the Employee making substantially less income, then the non-hiring
provision shall not apply. The same provisions shall apply to entertainers,
except that if an entertainer shows up unsolicited to another location owned or
affiliated with Seller Equityholder, they will be permitted to work. It is the
general intent of the Buyer and Seller that should any manager’s net income be
reduced by 10% or more on the average, during any forty-five (45) day period,
that the Seller would have the option of hiring such manager.


 


8.17         Contracts and
Commitments.                                                                                                                             (INITIALED: MO, KW)


 


(a)           Schedule 8.17 contains
a true and complete list of all of all Sellers written, and a description of
all of Sellers unwritten, contracts, obligations, agreements, plans,
arrangements, and commitments of any kind or nature (the “Contracts and
Commitments”), except for


 


(i)           those contracts that are described in
another Schedule;


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


15

















 


(ii)          each purchase contract with a customer made
in the ordinary course of business consistent with past practices under which
Sellers are obligated to deliver less than $500.00  in goods and/or services in each transaction
or series of related transactions; and


 


(iii)         each purchase commitment made in the ordinary
course of business at prevailing prices, consistent with past practices, that
is not in excess of $1000.00 in each transaction or series of related
transactions.


 


(b)           All
Contracts and Commitments are in full force and effect without amendment
(unless the amendments are clearly noted), and Sellers are and shall be
entitled to all benefits from all Contracts and Commitments.


 


(c)           True
and complete copies of all Contracts and Commitments have been delivered to
Buyer. All Contracts and Commitments are the result of bona fide, arm’s-length
transactions and are legal, valid, and binding obligations of the parties to
them enforceable in accordance with their respective terms, subject to laws
generally governing bankruptcy and the enforcement of creditors’ rights.


 


(d)           Except
as set forth in attached Schedule 8.17, no default or alleged default exists on
the part of Sellers nor, to the Best Knowledge of Seller Equityholders, on the
part of any other person or entity, under any Contract or Commitment.


 


8.18         Title
to Assets. Except as set forth in attached Schedule 8.18, Sellers are the sole
and absolute owner of all the assets used in and/or connected with the
operation of the Business and/or purported to be owned by Sellers, and has good
and marketable title to all such assets, free from all Encumbrances (or, in the
case of its interest as lessee, a good leasehold interest, and in the case of
licenses, is the license holder). Schedule 8.18 lists or describes all property
used in the conduct of the Business and/or situated on the Premises that is
owned by or an interest in which is claimed by any other person or entity
(whether a customer, supplier, or other person or entity) for which Seller is
responsible, together with copies of all related agreements. All such property
is situated on the Premises and is in such condition that, upon return to its
owner, Seller will not be liable in any amount to the owner.


 


8.19         Condition
of Assets. Each item situated at the Premises and listed on the respective
balance sheet is being sold as is, where is, with all defects. Between the date
of this Agreement and Closing, Seller agrees to reasonably maintain all
equipment and assets as may be need to reasonably operate the business.
Furthermore, Seller agrees not to commit waste.


 


(INITIALED: MO, KW)


 


8.20         Receivables.
Sellers  are entitled to all accounts
receivable relating to activity prior to the Closing Date and Buyer shall
assist in collecting any such amounts and Buyer shall promptly forward to
Seller any such amounts that Buyer receives on or after the Closing Date, which
amounts shall be applied to the closing adjustments and any net amount
distributed to Equityholder.


 


8.21         Sufficiency
of Assets. The assets reflected in the Financial Statements, constitute and
will constitute all of the property and assets, real, personal, and mixed,
tangible and intangible (including, without limitation, contract rights), that
are used or useful in, or are necessary for the conduct of, the Business in
accordance with present practices, other than (i) those permits


 


16

















 


and licenses
that Buyer will be obtaining as a condition to its obligation to close, (ii)
assets used or consumed in the ordinary course of business prior to the Closing
date,  and (iii) the Excluded Assets that
are referred to above and that Seller shall be entitled to retain (including
cash and receivables), and such assets are sufficient for Buyer to continue to
operate the Business in the ordinary course of business after the Closing Date.
By closing this agreement, the Buyer shall be deemed to be satisfied with the
assets of the Business.


 


8.22         Taxes. [To be reviewed by
Seller’s accountants.]


 


(a)           For
the purposes of this Agreement, Tax
or Taxes shall mean all federal,
state, county, local, foreign, and other taxes (including, without limitation,
income taxes; premium taxes; single-business taxes; excise taxes; sales taxes;
use taxes; value-added taxes; gross receipts taxes; franchise taxes; ad valorem
taxes; real estate taxes; severance taxes; capital levy taxes; transfer taxes;
stamp taxes; employment, unemployment, and payroll-related taxes; withholding
taxes; and governmental charges and assessments), and include interest,
additions to tax, and any penalties. For purposes of this Agreement, (i) a Tax is “imposed” upon a person if
such person is responsible under applicable law for the payment, withholding,
or collection of such Tax; (ii) a
person is “subject to” a Tax if such Tax is imposed on either (A) such person
or (B) a third party based on the activities or assets of such person; and (iii) a Tax is “of” a person if either
clause (i) or (ii) of this Section 8.22(a) pertains to
such Tax and such person.


 


(b)           For
purposes of this Agreement, Tax Return
shall mean any return (including any information return), report, statement,
schedule, notice, form, or other document or information filed with or
submitted to, or required to be filed with or submitted to, any governmental
authority in connection with the determination, assessment, collection, or
payment of any Tax.


 


(c)           Except
as otherwise disclosed on Schedule 8.22, Sellers has filed on a timely basis
(within any applicable extension periods) all Tax Returns it is required to
file under any federal, state, local, or foreign law and has paid or
established an adequate reserve with respect to all Taxes imposed on


 


(INITIALED: MO, KW)


 


said
corporation for the periods covered by such returns. No claim has ever been
made by a governmental authority in a jurisdiction where Sellers  does not file Tax Returns that it is or may
be subject to Taxes imposed by that jurisdiction. No agreements have been made
by or on behalf of Seller for any waiver or for the extension of any statute of
limitations governing the time of assessment or collection of any Taxes. Seller
and its officers have received no notice of any pending or threatened audit by
the IRS or any state, local, or foreign agency related to Seller’s Tax Returns
or Tax liability for any period, and no claim for assessment or collection of
Taxes has been asserted against Seller. There are no federal, state, or local
Tax Encumbrances outstanding against any of Seller’s assets. There are no
outstanding powers of attorney issued by Seller with respect to any matter
relating to Taxes.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


17

















 


(d)           Seller
has withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, independent contractor,
creditor, stockholder, or other person or entity. Seller has, in accordance
with Treasury Regulation Section 1.6662-3(c), “adequately disclosed” on its Tax
Returns all positions taken therein that could give rise to a substantial understatement of federal
income Tax within the meaning of IRC 6662, or, as applicable, such disclosure
would meet the conditions of any provision analogous or similar to Treasury
Regulation Section 1.6662-3(c) contained in any state, local, or foreign tax
law to which it is asserted that is or could be subject. There are no Tax
rulings or requests for rulings relating to Seller that could affect Seller’s Tax
liability for any period (or portion of a period) after the Closing Date.


 


(e)           Seller
and Seller Equityholder will as of the Closing Date provide to Buyer their
correct taxpayer identification numbers on executed IRS Forms W-9. Buyer is not
required to withhold any Taxes on any payments under this Agreement including,
without limitation, any withholding pursuant to IRC 3406 or Chapter 3 of the
Code. Seller and each Seller 
Equityholder is a United States
person (as defined in IRC 7701(a)(30)).


 


(f)            If
Seller is an S corporation, Seller is now and has been at all times since         N.A        
a validly electing S corporation within the meaning of IRC 1361 and 1362 and
will be a validly electing S corporation up to and including the Closing Date.


 


 (g)          No property of Seller is
tax-exempt use property within
the meaning of IRC 168(h) or tax-exempt bond
financed property within the meaning of IRC 168(g). Seller has not
made, nor is obligated to make, any payment nor is a party to any agreement
that could obligate it to make any payments that, under IRC 280G or IRC 162(m),
were or will not be deductible for Tax purposes.


 


(INITIALED: MO, KW)


 


(h)           Seller
is not a United States real property holding
corporation within the meaning of IRC 897. If Seller is a foreign
(non-U.S.) Seller has not made the election provided for in IRC 897(i).


 


(i)            Seller
is not subject to any Tax sharing or similar agreement or arrangement (whether
or not written) pursuant to which it will have any obligation to make any
payments after the Closing Date.


 


(j)            Seller
will not be required to include any item of income or gain in, or to exclude
any item of deduction or loss from, taxable income for any taxable period (or
portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a
taxable period ending on or before the Closing Date under IRC 481(c), or any
corresponding or similar provision of state, local, or foreign Tax law; (ii)  closing
agreement as described in IRC 7121, or any corresponding or similar
provision of state, local, or foreign Tax law, executed on or before the
Closing Date; or (iii)
installment sale made on or before the Closing Date.


 


(k)          Any adjustment of Tax of Seller made by the
IRS in any examination that is required to be reported to the appropriate
state, local, or foreign taxing


 


18

















 


authorities
has been reported, and any additional Taxes due with respect thereto have been
paid, to the best knowledge of Seller.


 


(l)            (i)
Seller has not, within the last six years, been a member of an affiliated group (as defined in IRC
1504(a)) filing a consolidated United States federal income Tax Return, or
similar Tax Return under the provisions of state, local or foreign law; and
(ii) no claim has been asserted against Seller based upon liability for the
Taxes of another person (A) under Treasury Regulation Section 1.1502-6 or any
corresponding or similar provisions of state, local, or foreign law, (B) as a
transferee or successor, or (C) by contract or otherwise. Seller does not have
a subsidiary investment that could reasonably be expected to be subject to the
loss disallowance rules of Temporary Treasury Regulation Section 1.337(d)-2T.


 


8.23         Litigation.
There are no claims, disputes, actions, suits, proceedings, or investigations
pending or, to the Best Knowledge of the Seller Equityholders, threatened
against or affecting Seller, its business, or its assets, except as disclosed
on Schedule 8.23.


 


8.24         INTENTIONALLY DELETED.


 


8.25         INTENTIONALLY DELETED


 


8.26         Compliance
with Laws. At all times before the Closing Date, Sellers, to the best of their
knowledge,  have complied with all laws,
orders, regulations, rules, decrees, and ordinances affecting to any extent or
in any manner any aspects of the Business or its assets.


 


8.27         Suppliers and Customers.


 


(INITIALED: MO, KW)


 


(a)           A
complete and accurate list of all suppliers or vendors of products or services
to Seller in connection with the Business (other than legal or accounting
services) aggregating more than $10,000.00 (at cost) annually during Seller’s
last fiscal year, and the address of each supplier or vendor and the amount
sold to Seller during that period, is set forth in Schedule 8.27. The names of
any suppliers of goods or services with respect to which practical alternative
sources of supply are not available on comparable terms and conditions are
separately listed in Schedule 8.27.


 


(b)           Seller
does not keep records of its customers.


 


(c)           Seller
Equityholder has no information that might reasonably indicate that any
supplier of Seller intends to cease purchasing from, selling to, or dealing
with Seller. No information has been brought to the attention of  any Seller Equityholder that might reasonably
lead any of him to believe that any supplier intends to alter, in any material
respect, the amount of its sales or the extent of its dealings with Seller, or
would alter in any material respect its sales to, or dealings with Seller, in
the event the transactions contemplated by this Agreement are consummated.


 


8.28         No
Brokers. Neither Seller nor Seller Equityholder have engaged, or are
responsible for any payment to, any finder, broker, or consultant in connection
with the transactions contemplated


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


19

















 


by this
Agreement, except for Frank Bain, who will be compensated by Buyer, pursuant to
an agreement exclusive between Buyer and Mr. Bain that is acceptable to Mr.
Bain, as verified by a letter from Mr. Bain.


 


8.29         Insider
Transactions.Seller has furnished Buyer a complete and accurate list and a
brief description of all contracts or other transactions involving Seller in
which any officer,  director,
employee, or shareholder of Seller; any member of their immediate families; or
any affiliate has any interest is set forth on Schedule 8.29.


 


8.30         Bank
Accounts. The Buyer shall establish a new separate bank account in the name of
Kenja and/or KenjaII However,  Seller
shall  close its bank accounts for Kenja
and KenjaII within 60 days after Closing.


 


8.31         Intellectual
Property.   Schedule 8.31 lists or
briefly describes all of Seller’s material Intellectual Property (other than
know-how, trade secrets, and confidential and proprietary processes and technology)
that Seller directly or indirectly owns, licenses, uses, requires for use, or
controls in whole or in part, including rights relating to the playing of music
and video, and all licenses and other agreements allowing the Seller to use the
intellectual property of third parties. Seller does not own, directly or
indirectly, or use any patents, copyrights, trademarks, or service marks in the
Business, except as disclosed on Schedule 8.31. Except as set forth in Schedule
8.31, Seller is the sole and exclusive owner of the Intellectual Property, free
and clear of all Encumbrances. The Seller’s Intellectual Property, or its use
by Seller or any activity of Seller in the conduct of the Business, does not
infringe on any other person’s intellectual property, and, to the Best
Knowledge of the Seller Equityholder, no activity of any other person infringes
on any of the Intellectual Property. Seller has been and is now conducting the
Business in a                                                                                                                          (INITIALED: MO, KW)


 


manner that
has not been and is not now in violation of any other person’s intellectual
property, and Seller does not require a license or other proprietary right to
so operate the Business. For the purposes of this Agreement, Intellectual Property means all
intellectual property and intellectual property rights owned or licensed by
Seller including, but not limited to, all inventions, discoveries,
improvements, designs, prototypes, trade secrets, manufacturing and engineering
drawings, process sheets, specifications, bills of material, patents, patent
applications, registered and unregistered copyrights and copyright rights in
both published and unpublished works, registered and unregistered trademarks,
registered and unregistered trade names, formulae and secret and confidential processes,
know-how, technology, process technology, customer lists, computer software,
data, databases and other industrial property (whether patentable or
unpatentable), all rights to sue for infringement of any of the foregoing, all
renewals or extensions of any of the foregoing, and all goodwill of Seller
relating to any of the foregoing.


 


8.32         Insurance.
All insurance policies covering Seller’s property or providing for business
interruption, personal, and other insurance are described in Schedule 8.32 (which
specifies the insurer, policy number, type of insurance, and any pending
claims). Such insurance is in amounts Seller deems sufficient with respect to
its assets, properties, business, operations, products, and services as the
same are presently owned or conducted, and all such policies are in full force
and effect and the premiums have been paid. There are no claims, actions,
suits, or proceedings arising out of or based on any of these insurance
policies, and no basis for any such claim, action, suit, or proceeding exists.
Seller is not in default with respect to any provisions contained in any such
insurance policies and has not failed to give any notice or present any claim
under any such insurance policy in due and timely fashion.


 


20
















 


8.33                           Materiality.
No statement in this Agreement, in any schedule to this Agreement, or in any
certificate delivered to Buyer pursuant to this Agreement fails or will fail to
contain any material fact necessary to make the statement(s) not misleading.


 


9.                                       Buyer’s
Representations and Warranties. Both VCG Holding Corporation and Buyer
represents and warrants to Seller Equityholders as of the date of this
Agreement and the Closing Date that:


 


9.1                                 Organization
and Standing. Buyer is a corporation  which
will be formed and organized and validly existing under the laws of the State
of Colorado, and Buyer has all the requisite power and authority to own its
properties and to perform its obligations hereunder.


 


9.2                                 Authorization.
VCG Holding Corporation  has taken, and
Buyer will have taken on or before the Closing, all necessary action (a) to
approve the execution, delivery, and performance of this Agreement and each of
the Related Agreements and (b) to consummate the transactions contemplated
under these agreements. VCG Holding Corporation 
has duly executed and delivered this Agreement. This Agreement is, and
each of the Related Agreements when executed by the parties will be, the legal,
valid, and binding obligations of VCG Holding Corporation and Buyer, enforceable
against VCG Holding Corporation  and
Buyer in accordance with their respective terms, except as such                                                                                                                                          (INITIALED: MO, KW)


 


enforcement
may be limited by bankruptcy, insolvency, moratorium, or similar laws relating
to the enforcement of creditors’ rights and by general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


 


9.3                                 Existing
Agreements and Governmental Approvals.


 


(a)                                  Except
as set forth on Schedule 8.6, the execution, delivery, and performance of this
Agreement and the consummation of the transactions contemplated by it (i) do not and will not violate any
provisions of law applicable to VCG Holding Corporation or Buyer; (ii) do not and will not conflict with,
result in the breach or termination of any provision of, or constitute a
default under (in each case whether with or without the giving of notice or the
lapse of time, or both) VCG Holding Corporation’s  or Buyer’s Articles of Incorporation or
Bylaws or any indenture, mortgage, lease, deed of trust, or other instrument,
contract, or agreement or any order, judgment, arbitration award, or decree to
which VCG Holding Corporation or Buyer is a party or by which either of them or
any of their respective assets and properties are bound; and (iii) do not and will not result in the
creation of any Encumbrance on any of VCG Holding Corporation’s or the Buyer’s
properties, assets, or business.


 


(b)                                 Except
as set forth on Schedule 8.6, no approval, authority, or consent of, or filing
by VCG Holding Corporation or Buyer with, or notification to, any federal,
state, or local court, authority, or governmental or regulatory body or agency
or any other corporation, limited liability company, partnership, individual,
or other entity is necessary to authorize VCG Holding Corporation or Buyer’s
execution and delivery of this Agreement or the consummation of the
transactions contemplated by this Agreement.


 


9.4                                 Investment
Intent. Buyer is acquiring the Purchased Equity Interests for its own account,
for investment, and without any present intention to resell the Purchased
Equity Interests.


 


10.                                 Indemnification-
Limits on Liability


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


21

















 


10.1                           Indemnification
by Seller. Seller represents to Buyer that, to the best of Seller’s
knowledge,  at all times relevant to this
agreement; the Seller has maintained at least $1,000,000.00 in liability
insurance, including liquor liability insurance. Seller Equityholder shall
shall pay, reimburse, indemnify, and hold harmless Buyer, Sellers and their
respective directors, officers, shareholders, successors, and permitted assigns
from and against any and all claims, suits, actions, assessments, losses,
diminution in value, liabilities, Taxes, fines, penalties, damages
(compensatory, consequential, direct, indirect, and other), costs, and expenses
(including reasonable legal fees) (“Losses”), and including any Losses that
arise in the absence of a third-party claim, to the extent of a total aggregate
of $500,000.00 beyond the amount of insurance. In addition, Seller and Seller
Equity holder agree to indemnify Buyer for (a) Any inaccuracy in any
representation or breach of any warranty of the Seller Equityholders contained
in this Agreement (whether at the date of this Agreement or the Closing Date)
and (b) Seller Equityholders’ failure to perform or observe in full, or to have
performed or observed in full, any covenant, agreement, or condition to be
performed or observed by the Seller Equityholders under this Agreement or any
Related Agreement.


 


(INITIALED: MO, KW)


 


10.2                           Limitation
on Liability. Notwithstanding anything in this Agreement to the contrary,
Selling Shareholder shall have no personal liability for any matter arising
under or relating to this Agreement, beyond the amount of $500,000.00 for a
period of three years, which Seller Shareholder may permit to be offset, in
whole or in part against Rent to the Landlord. Seller and Selling Shareholder
acknowledge that they may have liability under one or more of the Related
Agreements, to the extent set forth therein, and this limitation applies only
to this Agreement.


 


10.3                           Waiver
of Claims Against Seller. Each Seller Equityholder irrevocably waives and
agrees that Seller Equityholders will make no claim against Seller of any kind
or character, whether by way of subrogation, indemnity, contribution, breach of
contract, or any other theory regarding any claim made by Buyer, Seller, or any
other person under Section 10 or otherwise, and each Seller Equityholder
irrevocably releases and discharges Seller from any such claim.


 


10.4                           Indemnification
by Buyer. Buyer shall pay, reimburse, indemnify, and hold harmless Seller and
Seller Equityholder and their respective directors, officers, shareholders,
heirs, successors, and permitted assigns from and against any and all Losses,
and including any Losses that arise in the absence of a third-party claim, in
connection with or resulting from any claim arising from or relating to Buyer’s
operation of the Seller or which arises from a claim that occurred after the
Closing Date. In addition, Buyer agrees to indemnify Seller and Seller
Equityholder Buyer from (a) Any inaccuracy in any representation or breach of
any warranty of the Buyer contained in this Agreement (whether at the date of
this Agreement or the Closing Date), and (b) Buyer’s failure to perform or
observe in full, or to have performed or observed in full, any covenant,
agreement, or condition to be performed or observed by the Buyer under this
Agreement or any Related Agreement.


 


11.                                 Taxes:


 


11.1                           Indemnification
for Taxes.


 


(a)                                  Seller
and Seller Equityholder, jointly and severally, agree to pay, reimburse,
indemnify, and hold harmless Buyer and Seller and their respective directors,
officers, shareholders, successors, and permitted assigns, from and against any
and all Taxes imposed upon Seller payable with respect to, and any and all
other Losses arising out of or in any


 


22

















 


manner
incident, relating, or attributable to Taxes imposed upon Seller payable with
respect to, or Tax Returns required to be filed by Seller with respect to,
income of Sellers for (i) any
taxable year (or other applicable reporting period) (a “Reporting Period”) of
Seller ending on or before the Closing Date (“Pre-closing Tax Period”) other
than Losses arising from transactions occurring after the Closing, and (ii) to any Reporting Period of Seller
that begins before the Closing Date and that ends after the Closing Date (a “Straddle
Period”), except that with respect to any Straddle Period, Seller Equityholder
shall be responsible for the payment of such Taxes only to the extent that they
relate to the portion of such Straddle Period ending on the Closing Date and
except with respect to any Reporting Period to the extent of any reserve on the
Closing Balance Sheet relating to any such Taxes. In addition, Seller shall be
responsible up to the aggregate amount set forth in Paragraph 10.1 above, for
any amounts which become due                                                                                                                                                                                           (INITIALED: MO, KW)


 


for the period
of time that the Seller operated the business as a result of any
recharacterization of entertainers at the business as employees.


 


(b)                                 Buyer
and VCG Holding Corporation agrees to pay, reimburse, indemnify, and hold
harmless Seller  Equityholders and its
directors, officers, shareholders, successors, and permitted assigns (including
any in their capacities as officers or directors of Kenkev prior to the
Closing) from and against any and all Taxes imposed upon Seller payable with
respect to, and any and all other Losses arising out of or in any manner
incident, relating, or attributable to (i)
Taxes imposed upon Seller payable with respect to, or Tax Returns required to
be filed by Seller with respect to, income of Seller for any Reporting Period
of Seller beginning after the Closing Date, (ii)
Taxes imposed upon income of Seller for the Straddle Period to the extent
attributable to the portion of the Straddle Period beginning on or after the
Closing Date, and  (iii) Taxes imposed upon eller, or for
which the Seller may otherwise be liable, as a result of transactions occurring
on or after the Closing, (c) The indemnities set forth in this Section 11.1
shall survive, in each case, until the applicable statute of limitations has
expired for each respective fiscal tax year.


 


11.2                           Preparation
of Tax Returns. [To be reviewed by Seller’s accountants]


 


(a)                                  Seller
and Seller Equityholder shall prepare or cause to be prepared all Tax Returns
for income of Seller for any closing Tax Period of Seller (including amended
Tax Returns) (“Pre-closing Period Returns”). Seller Equityholders shall timely
file, or cause to be timely filed, all such Period Returns that are due on or
before the Closing Date (giving effect to any extensions thereto). Seller
Equityholders, jointly and severally, shall timely pay, or cause to be paid,
all Taxes imposed upon Seller with respect to such Pre-closing Period Returns.


 


(b)                                 Seller
Equityholders shall prepare or cause to be prepared and provide Buyer with
Pre-closing Period Returns that are due after the Closing Date (giving effect
to any extensions thereto). Promptly upon the finalization of such Tax Returns
and in any case not later than 60 30 days before the last date for timely
filing of such Tax Returns (giving effect to any valid extensions thereof),
Seller Equityholder shall deliver to Buyer (1) an original of such Tax Return
and (2) a check payable to the appropriate taxing authority in the amount of
any Taxes payable by Seller shown as due thereon in accordance with Article 7.5
hereinabove). Buyer shall cause such Pre-closing Period Returns to be executed
by the appropriate officer of Seller and shall file such returns, together with
the appropriate payment, if any, on a timely basis.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


23

















 


(c)                                  All
Tax Returns that Seller Equityholders are required to prepare or cause to be
prepared in accordance with this Section 11.2 shall be prepared in a manner
consistent with past practice, and on such Tax Returns no positions shall be
taken, elections made, or method adopted that is inconsistent with positions
taken, elections made, or methods used in preparing and filing similar Tax
Returns in prior periods (including, but not limited to, positions that would
have the effect of deferring income to periods for which Buyer is liable or
accelerating deductions to period for which Seller Equityholder is liable).


 


(d)                                 Buyer
shall prepare or cause to be prepared all Tax Returns of Seller for any and all
Reporting Periods ending on and after the Closing Date. Buyer shall timely
file, or cause


 


(INITIALED: MO, KW)


 


to be timely
filed, all such Tax Returns and Buyer shall timely pay, or cause to be paid, all
Taxes imposed upon with respect to such Tax Returns.


 


(e)                                  Buyer
shall prepare, or cause to be prepared, all Tax Returns of Seller for any and
all Straddle Periods. All Tax Returns for a Straddle Period shall be submitted
to Seller Equityholder at least 45 days before the last date for timely filing
of such Tax Return (giving effect to any valid extensions thereof), accompanied
by a statement calculating in reasonable detail and in accordance with Section
11.2(f) any payments required of Seller Equityholder with respect to the
amounts payable by Seller shown as due on such Tax Returns after giving effect
to any Tax payments made before the Closing Date. The amount of any Tax payment
required of Seller Equityholder under this Section 11.2(e) shall be paid by
Seller Equityholder  on or before the
last date for timely filing such Tax Return (including any valid extensions
thereof).


 


(f)                                    With
respect to any Straddle Period, Seller Equityholder shall be responsible only
for such Taxes imposed upon income of Seller as are allocable to the portion of
the Straddle Period ending on the day before the Closing Date (less any reserve
on the Closing Balance Sheet relating to any such Taxes). Buyer shall be
responsible for, and shall timely pay, or cause to be paid, all other Taxes
with respect to all Straddle Periods. The Tax liabilities for each Straddle
Period for Seller shall, except as otherwise required by applicable law, be
determined by closing the books and records of Seller as of the Closing Date by
treating each such Straddle Period as if it were a separate Reporting Period,
and by employing accounting methods that are consistent with those employed in
preparing the Tax Returns for Seller in Pre-closing Period Returns and that do
not have the effect of distorting income, receipts, or expenses (taking into
account the transactions contemplated by this Agreement), except that (a)
transactions occurring on the Closing Date and after the Closing shall be
allocated to the taxable year or period that is deemed to begin at the
beginning of the day following the Closing Date, (b) exemptions, allowances, or
deductions that are calculated on an annual basis (including depreciation and
amortization deductions) shall be allocated between the period ending on the
Closing Date and the period after the Closing Date in proportion to the number
of days in each such period, and (c) in the case of any Tax imposed upon the
ownership or holding of real or personal property, such Taxes shall be prorated
based on the percentage of the actual period to which such Taxes relate that
precedes the Closing Date


 


(g)                                 All
Tax Returns that Buyer is required to prepare or cause to be prepared in
accordance with this Section 11.2 shall be prepared in a manner consistent with
past practice and, on such Tax Returns, no positions shall be taken, elections
made, or method adopted that is inconsistent with positions taken, elections
made, or methods used in preparing and filing similar Tax Returns in prior
periods (including, but not limited to, positions that would have the effect of


 


24

















 


accelerating
income to periods for which Seller or its Equityholder is liable or deferring
deductions to period for which Buyer is liable).


 


(h)                                 Seller
Equityholders shall be entitled to any credits, rebates, or refunds of Taxes of
Seller payable with respect to any Pre-closing Tax Period of Seller and, with
respect to any Straddle Period, the portion of the Straddle Period ending on
and including the Closing Date. Buyer shall cause the amount of the credits,
rebates, or refunds of Taxes to which


 


(INITIALED: MO, KW)


 


Seller or its
Equityholders are entitled under this Section 11.2(h), but which were received
by or credited to Seller after the Closing Date, to be paid to Seller
Equityholder (pro rata) within 10 Business Days following such receipt or
crediting. Buyer shall send written notice to Seller Equityholder of any such
credit, rebate, or refund as soon as possible after Buyer becomes aware of
them.


 


(i)                                     Buyer
and Seller Equityholder shall cooperate with one another with respect to Tax
matters as more fully set forth in this Section 11. Buyer and Seller
Equityholders shall cooperate fully as and to the extent reasonably requested
by the other party, at the other party’s expense, in connection with the filing
of Tax Returns pursuant to this Section 11 and any audit, litigation, or other
proceeding with respect to Taxes. Such cooperation shall include the retention
and (upon the other party’s request and at the other party’s expense)the
provision of records and information that are reasonably relevant to any such
Tax Return, audit, litigation, or other proceeding and making employees
available on a mutually convenient basis to provide additional information and
explanation of any material provided hereunder. Buyer and Seller Equityholder
agree (i) to retain all books and
records with respect to Tax matters pertinent to the Seller relating to any
taxable period beginning before the Closing Date until the expiration of the
statute of limitations (and, to the extent notified by Buyer or Seller
Equityholder, any extensions thereof) of the respective taxable periods, and to
abide by all record retention agreements entered into with any taxing
authority, and (ii) to give the
other party reasonable written notice before transferring, destroying, or
discarding any such books and records and, if the other party so requests,
Buyer or Seller Equityholder, as the case may be, shall allow the other party
to take possession of such books and records to the extent they would otherwise
be destroyed or discarded.


 


11.3                           Certificate
of Nonforeign Status. Each of the Seller and Seller Equityholder shall deliver
to Buyer at the Closing a certificate of nonforeign status (the “Certificate of
Nonforeign Status”) in accordance with Treasury Regulation Section
1.1445-2(b)(2).


 


12.                                 Expenses.
Each of the parties shall pay all of the costs that it incurs incident to the
preparation, execution, and delivery of this Agreement and the performance of
any related obligations, whether or not the transactions contemplated by this
Agreement shall be consummated, and Seller Equityholders shall pay all of the
cost and expenses incurred by Seller.


 


13.                                 Termination.


 


13.1                           This
Agreement may be terminated at any time before the Closing Date as follows:


 


(a)                                  By
Buyer and Seller Equityholder in a written instrument.


 


(b)                                 By
Buyer or Seller if the Closing does not occur on the Closing Date or within a
reasonable time thereafter.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


25

















 


(c)                                  By
Buyer or Seller Equityholder if there shall have been a material breach of any
of the representations or warranties set forth in this Agreement on the part of
the other, and this breach by its nature cannot be cured before the Closing.


 


(INITIALED: MO, KW)


 


(d)                                 By
Buyer or Seller Equityholder if there has been a breach of any of the covenants
or agreements set forth in this Agreement on the part of the other, and this
breach is not cured within 10 Business Days after the breaching party or
parties receive written notice of the breach from the other party.


 


13.2                           If
terminated as provided in Section 13.1, this Agreement shall forthwith become
void and have no effect, except for Sections 13.3 and 14, and except that no
party shall be relieved or released from any liabilities or damages arising out
of the party’s breach of any provision of this Agreement.


 


13.3                           Buyer
and VCG Holding Corporation, jointly and severally, on the one hand, and the Seller
and Seller Equityholder, jointly and severally, on the other, agree that if
this Agreement is terminated, each party will not (and, in the case of Seller
Equityholder, shall cause to not), during the one-year period following the
termination, directly or indirectly solicit any employee of the other party to
leave the employment of the other party.


 


14.                                 Miscellaneous
Provisions.


 


14.1                           Representations
and Warranties. All of the representations and, warranties made by the Buyer
and Seller pursuant to this Agreement shall survive the consummation of the
transactions contemplated by this Agreement, except for those specifically
terminated at closing by this Agreement.


 


14.2                           Notices.
All notices, demands, and requests required or permitted to be given under the
provisions of this Agreement shall be in writing and shall be deemed given (a)
when personally delivered or sent by facsimile transmission to the party to be
given the notice or other communication or (b) on the business day following
the day such notice or other communication is sent by overnight courier to the
following:


 


	
   

  	
   

  	
  if to Seller
  Equityholders:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Ken Wood

  
	
   

  	
   

  	
  St. Croix,
  USVI

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a Copy
  to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Mr. Harry T.
  Heizer, Esq.

  
	
   

  	
   

  	
  6300 St.
  Andrews Road, Suite C

  
	
   

  	
   

  	
  Columbia,
  South Carolina 29212

  
	
   

  	
   

  	
  Facsimile:
  (803) 750-6457

  
	
   

  	
   

  	
   

  
	
   

  	
  if to Buyer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Troy Lowrie

  
	
   

  	
   

  	
   

  	
  VCG Holding Corp.

  
	
   

  	
   

  	
   

  	
  390 Union St., Suite 540

  



 


26

















 


	
   

  	
   

  	
  (INITIALED: MO, KW)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lakewood, CO 80228

  
	
   

  	
   

  	
  Facsimile: (303) 922-0746

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Michael L. Ocello

  
	
   

  	
   

  	
  VCG Holding Corp.

  
	
   

  	
   

  	
  1401 Mississippi Avenue, #10

  
	
   

  	
   

  	
  Sauget, IL 62201

  
	
   

  	
   

  	
  Facsimile: (681) 271-8384

  
	
   

  	
   

  	
   

  
	
   

  	
  With a Copy
  to

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Allan S.
  Rubin, Esq.

  
	
   

  	
   

  	
  Draper,
  Rubin & Shulman, P.L.C.

  
	
   

  	
   

  	
  29800
  Telegraph Road

  
	
   

  	
   

  	
  Southfield,
  Michigan 48034

  
	
   

  	
   

  	
  Facsimile:
  248-358-9729

  
				



 


or to such
other address or facsimile number that the parties may designate in writing.


 


14.3                           Assignment.
Neither Seller Equityholder nor Seller, on one hand, nor VCG Holding
Corporation or Buyer, on the other, shall assign this Agreement, or any
interest in it, without the prior written consent of the other, except that VCG
Holding Corporation may assign any or all of its rights to any wholly owned
subsidiary of VCG Holding Corporation, without Seller Equityholder consent. In
no event shall consent be unreasonably withheld.


 


14.4                           Parties
in Interest and Expenses. This Agreement shall inure to the benefit of, and be
binding on, the named parties and their respective successors and permitted
assigns, but not any other person or entity. Each party to this agreement shall
be responsible for there own costs, expenses, and professional fees relating to
this agreement.


 


14.5                           Choice
of Law. This Agreement shall be governed, construed, and enforced in accordance
with the laws of the State of Florida.


 


14.6                           Counterparts/Fax
Signatures. This Agreement may be signed in any number of counterparts with the
same effect as if the signature on each counterpart were on the same
instrument. Fax signatures shall have the same force and effect as originals.


 


14.7                           Entire
Agreement. This Agreement and all related documents, schedules, exhibits, or
Certificates represent the entire understanding and agreement between the
parties with respect to the subject matter and supersede all prior agreements
or negotiations between the parties. This Agreement may be amended,
supplemented, or changed only by an agreement in writing that makes specific
reference to this Agreement or the agreement


 


(INITIALED: MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


27

















 


delivered
pursuant to it, and must be signed by the party against whom enforcement of any
such amendment, supplement, or modification is sought. The terms of the Letter
Agreement dated June 9, 2007 and attached hereto as Schedule 14.7 are incorporated herein. To the extent that
any provision of the Letter Agreement contradicts any provision of this
Agreement, then this Agreement shall control.


 


14.8                           Buyer
and Seller agree that this Agreement memorializes their binding agreement and
intent, as set forth in the Letter of Intent dated July 9, 2007 as “Schedule
14.7”. However, both Buyer and Seller acknowledge and agree that there may be
need for minor revisions to minor terms of the Agreement. Buyer and Seller
agree that they will in good faith cooperate with each other to modify or amend
this Agreement as may be necessary to accomplish the binding  intent of the parties. Any change that the
Buyer or Seller might request shall be approved by Buyer and Seller, acting in
good faith, prior to closing. In the event the Buyer and Seller are unable to
agree and the requested change is not a material item or material issue, the
closing shall be completed on the closing date and the issue shall be resolved
by arbitration in accordance with the laws of the State of Florida.


 


THIS SPACE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE TO FOLLOW ON NEXT PAGE


 


The parties
have executed this Agreement on the date set forth on the first page of this
Agreement.


 


	
   

  	
   

  
	
   

  	
  SELLER –
  KENJA, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ 

  	
  G. Kenwood
  Gaines

  	
   

  
	
   

  	
   

  	
  By: G.
  Kenwood Gaines

  
	
   

  	
   

  	
  Its:
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KENJA II,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ 

  	
  G. Kenwood
  Gaines

  	
   

  
	
   

  	
   

  	
  By: G.
  Kenwood Gaines

  
	
   

  	
   

  	
  Its:
  President 

  	
  (INITIALED: MO, KW)

  
					



 


28

















 


	
   

  	
  THIRD
  PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ 

  	
  G. Kenwood
  Gaines

  	
   

  
	
   

  	
  (HANDWRITTEN: President)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLER
  EQUITYHOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/

  	
  G. Kenwood
  Gaines

  	
   

  
	
   

  	
   

  
	
   

  	
  BUYER: VCG
  HOLDING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Micheal
  L Ocello

  	
   

  
	
   

  	
  Its:

  	
  President

  	
   

  
									



 


 


(INITIALED: KW)


 


BONUS AGREEMENT RELATED TO PURCHASE AGREEMENT


DATED SEPTEMBER 14, 2007


 


WHEREAS, on September 14, 2007, Kenja, Inc.
and Kenja II, Inc entered into a Purchase


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


29

















 


Agreement
whereby they agreed to sell to Purchaser, VCG Holding Corp (“VCG”) an adult
business located in the City of Hialeah, Florida (the “Business”); and


 


WHEREAS, the Purchase agreement provided that
the Purchaser would pay the sum of Six Million Eight Hundred and Seventy Five
Thousand ($6,875,000.00) Dollars for the business, pursuant to the terms of the
agreement between Buyer and Seller; and


 


WHEREAS, Gregory Kenwood Gaines (“Seller
Shareholder”), has agreed to assist in the operation of the business following
the closing in order to attempt to increase sales at the business. Seller
Shareholder has agreed to assist in the operation of the Business without
remuneration in exchange for this Agreement (“Bonus Agreement”) which may
provide Selling Shareholder the ability to receive a bonus from the business (“Bonus
Program”) as described herein; and


 


WHEREAS, this Agreement sets forth the parties
full and complete understanding of the Bonus Program.


 


NOW THEREFORE
IT IS AGREED AS FOLLOWS:


 


1.                                       That
this Agreement shall be governed by all terms and conditions of the Purchase
Agreement dated September 14, 2007 and no provision of the Purchase Agreement
is being modified, altered or waived by this Agreement. This Agreement is in addition
to the terms of the Purchase Agreement.


 


2.                                       Seller
Shareholder agrees to assist VCG in the operation of the Business for up to 6
months following the closing of the sale of the Business to VCG (the “Bonus
Period”). During the bonus period, Selling Shareholder shall be given
reasonable                                                                                                                                     (INITIALED: KW, MO)


operational control over the Business, subject, however, to VCG’s
ultimate control over the Business. At all time, the business shall be operated
within the bounds of all applicable laws, rules, and regulations governing the
business. The failure of Selling Shareholder to comply with all rules, laws,
and regulations governing the business shall be cause for VCG


 


30

















 


to terminate this Agreement and VCG shall have no obligation to make
any payments to Selling Shareholder, whether under the bonus program or for any
other matter.


 


3.                                       That
during the Bonus Period, the following the following Bonus Program shall apply:


 


a.               If
the Business averages at least One Hundred Ten Thousand ($110,000.00) Dollars
per week in gross revenue for a consecutive 3-month period of time and during
this same 3-month period of time has a net profit of at least Three Hundred
Seventy Five Thousand ($375,000.00) Dollars, then VCG shall pay Seller
Shareholder an additional Five Hundred Thousand ($500,000.00) Dollars;


 


b.              If
the Business averages at least One Hundred Twenty Thousand ($120,000.00)
Dollars per week in gross revenue for a consecutive 3-month period of time and
during this same 3 month period of time has a net profit of at least Four
Hundred Eight Thousand ($408,500.00) Dollars, then VCG shall pay Seller
Shareholder an additional Two Hundred Fifty Thousand ($250,000.00) Dollars.
This payment shall be in addition to the bonus set forth in paragraph 3(a)
above.


 


c.               For purposes of
computing the bonus audit period set forth in paragraphs a & b above, VCG
shall accept any consecutive 3-month period contained in the bonus period and
will consider the bonus requirement satisfied if the business meets the


 


(INITIALED: KW, MO)


 


weekly revenue and net profit requirement as described herein. Seller
shall have six months from the date of the closing to demonstrate the revenue
requirements set forth in paragraphs a & b above.


 


d.              If
the Business does not meet the revenue requirements described in Bonus Program
during the Bonus Period, then no additional consideration shall be due the
Seller


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


31

















 


Shareholder and the obligation of VCG to pay a Bonus to Seller
Shareholder shall forever be discharged and VCG will have no further
obligations under the Bonus Program.


 


e.               Prior
to expiration of the Bonus Period, VCG shall have the right to terminate this
Agreement for any reason or for no reason at all, including terminating Selling
Shareholders authority to manage the business on behalf of VCG. (“Cancellation
Provision”) In the event that VCG elects to terminate this Agreement, then VCG shall
pay Selling Shareholder  as follows:


 


1.                                       If
VCG terminates this Agreement during the first 2 months of this Agreement, then
VCG shall pay Selling Shareholder the sum of $100,000.00;


 


2.                                       If
VCG terminates this Agreement during the 3rd and 4th
month of this Agreement, then VCG shall pay Selling Shareholder the amount due
under subparagraphs 3(a & b) above if said funds are due and owing, or the
sum of $200,000.00, whichever is greater;


 


3.                                       If
VCG terminates this Agreement during the 5th and 6th
month of this Agreement, then VCG shall pay Selling Shareholder the amount due
under


 


(INITIALED: KW, MO)


 


subparagraphs 3(a & b) above if said funds are due and owing, or
the sum of $300,000.00, whichever is greater.


 


4.                                       During
the Bonus Period, VCG may cancel this contract without liability under
subparagraph 3(a & b) and 3(e)(1-3) in the event the average gross revenue
for any consecutive 4 week period during the months Selling Shareholder is
operating the Business following the closing of the sale between Sellers and


 


32

















 


VCG is not at least equal to 90% of the gross revenues in the one month
period proceeding the date of the execution of this Agreement.


 


5.                                       In
the event that Selling Shareholder elects to terminate this Agreement, then no
funds shall be due under the Bonus Program or the Cancellation Provisions.
However, if the Selling Shareholder’s termination is as a result of VCG’s
failure to allow him to operate the club as he reasonably and customarily
operates, then upon termination, VCG shall pay the termination fees due under
Section 3(e) above.


 


6.                                       In
the event that both Troy Lowrie and Micheal Ocello are no longer associated
with management of the VCG, then Selling Shareholder may terminate this
agreement and be paid the amounts which would be due under section 3(e) above.


 


f.                 In
calculating net revenue, the net revenue shall be determined in accordance with
VCG’s standard revenue calculations and prepared in accordance with U.S. GAAP.


 


(INITIALED: KW, MO)


 


4.                                       That
in the event that a dispute arises regarding the Bonus Program, including a
dispute regarding whether the gross revenue requirement have been met, then
such dispute shall be decided via binding arbitration pursuant to the Rules of
Commercial Arbitration of the American Arbitration Association. The Arbitration
shall take place in Dade County, Florida, or such other location as the parties
mutually agree. Any award rendered on an award may be enforced in a court of
competent jurisdiction. The laws and rules of procedure of the State of Florida
shall govern any such arbitration.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


33

















 


	
  SELLER
  SHAREHOLDER

  	
   

  	
  PURCHASER
  - VCG HOLDING CORP

  
	
   

  	
   

  	
   

  
	
  /s/ G.
  Kenwood Gaines

  	
   

  	
  /s/ Micheal
  L. Ocello

  	
   

  
	
  Gregory
  Kenwood Gaines

  	
   

  	
  By: Micheal
  Ocello

  
	
  Dated:
  10/29/07

  	
   

  	
  Its:
  President

  
	
   

  	
   

  	
  Dated:
  10/29/07

  



 


34

















 


BILL
OF SALE 


 


GRANTOR:
Gregory Kenwood Gaines, pursuant to
Purchase Agreement between Grantor, as Seller and Seller
Equityholder/Shareholder, and Grantee, as Purchaser, and for and in
consideration of the sums set forth therein, the receipt and adequacy of which
is acknowledged, has sold and grants to:


 


GRANTEE: VCG
HOLDING CORPORATION, a Colorado Corporation and to Grantee’s successors,
administrators, and assigns, all right, title, and interest in and to the
following:


 


One Hundred (100%) of the issued and outstanding stock in Kenja II,
Inc., a Florida Corporation (the “Property”).


 


Grantor, for Grantor’s
successors and assigns, covenants and agrees to and with Grantee individually
and for Grantee’s successors and assigns, to warrant and defend the sale of the
Property against all persons.


 


Grantor
further covenants, represents, and warrants the following:


 


1.                                       Grantor
has full right to sell and transfer the Property;


 


2.                                       The
Property is sold and transferred in good faith for actual and adequate
consideration;


 


3.                                       There
are no judgments, liens, mortgages, pledges, claims, rights, security
interests, encumbrances, or any other adverse interests of any kind or nature
against the Property; and


 


4.                                       Kenja
II, Inc. owns all of the property, contracts, leases, and other real, tangable,
intangible property, as well as all rights, title, and interest in said
property, as described in the Purchase Agreement, the terms of which are
incorporated fully herein                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (INITIALED: KW, MO)


 


Grantor and
Grantee acknowledge that separate from this Bill of Sale is a Covenant Not to
Compete.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


35

















 


Compete.


 


Grantor has
executed this Bill of Sale on October 29, 2007


 


	
   

  	
   

  
	
  WITNESSES:

  	
  GRANTOR:

  
	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
    Harry
  Heizer

  	
   

  	
   

  
	
  Witness: H.
  Heizer

  	
  /s/

  	
    Gregory
  Kenwood Gaines

  	
   

  
	
   

  	
   

  
	
  /s/

  	
    Allan
  Rubin

  	
   

  	
   

  
	
  Witness:
  Allan Rubin

  	
   

  
							



 


STATE OF FLORIDA          )


BROWARD COUNTY         )


 


On 10/29,
2007, before me, a notary public, personally appeared Gregory Kenwood Gaines
and  to me known to be the person who
executed the foregoing instrument, and acknowledge that such person executed
the same freely, and that the consideration recited within the foregoing
instrument was actual and adequate and was given in good faith for the purposes
set forth and not for the purpose of security or for defrauding creditors of
Grantor or subsequent purchasers.


 


	
  Subscribed
  and sworn to before me on

  	
  (NOTARY
  STAMP: NANCY E. HEPBURN, NOTARY PUBLIC, STATE OF FLORIDA, MY COMMISSION
  EXPIRES JUNE 26, 2011)

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
  Nancy Hepburn

  	
   

  	
   

  
	
  Notary
  Public, Broward County

  	
   

  
	
  My
  commission expires                    

  	
   

  
	
  PREPARED BY:

  	
   

  
	
   

  	
   

  
	
  Mr. Harry T.
  Heizer, Esq.

  	
   

  
	
  6300 St.
  Andrews Road, Suite C

  	
   

  
	
  Columbia,
  South Carolina 29212

  	
   

  
				



 


(INITIALED: KW, MO)


 


36

















 


BILL
OF SALE 


 


GRANTOR:
Gregory Kenwood Gaines, pursuant to
Purchase Agreement between Grantor, as Seller and Seller
Equityholder/Shareholder, and Grantee, as Purchaser, and for and in
consideration of the sums set forth therein, the receipt and adequacy of which
is acknowledged, has sold and grants to:


 


GRANTEE: VCG
HOLDING CORPORATION, a Colorado Corporation and to Grantee’s successors,
administrators, and assigns, all right, title, and interest in and to the
following:


 


One Hundred (100%) of the issued and outstanding stock in Kenja
Ventures, Inc., a Florida Corporation (the “Property”).


 


Grantor, for Grantor’s
successors and assigns, covenants and agrees to and with Grantee individually
and for Grantee’s successors and assigns, to warrant and defend the sale of the
Property against all persons.


 


Grantor
further covenants, represents, and warrants the following:


 


1.                                       Grantor
has full right to sell and transfer the Property;


 


2.                                       The
Property is sold and transferred in good faith for actual and adequate
consideration;


 


3.                                       There
are no judgments, liens, mortgages, pledges, claims, rights, security
interests, encumbrances, or any other adverse interests of any kind or nature
against the Property; and


 


4.                                       Kenja
Ventures, Inc. owns all of the property, contracts, leases, and other real,
tangable, intangible property, as well as all rights, title, and interest in
said property, as described in the Purchase Agreement, the terms of which are
incorporated fully herein


 


(INITIALED: KW, MO)


 


Grantor and Grantee
acknowledge that separate from this Bill of Sale is a Covenant Not to Compete.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


37

















 


Compete.


 


Grantor has
executed this Bill of Sale on October 29, 2007


 


	
   

  	
   

  
	
   

  	
   

  
	
  WITNESSES:

  	
  GRANTOR:

  
	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/

  	
    Harry
  Heizer

  	
   

  	
   

  
	
  Witness: H.
  Heizer

  	
  /s/

  	
    Gregory
  Kenwood Gaines

  	
   

  
	
   

  	
   

  
	
  /s/

  	
    Allan
  Rubin

  	
   

  	
   

  
	
  Witness:
  Allan Rubin

  	
   

  
							



 


STATE OF FLORIDA          )


BROWARD COUNTY         )


 


On 10/29,
2007, before me, a notary public, personally appeared Gregory Kenwood Gaines
and  to me known to be the person who
executed the foregoing instrument, and acknowledge that such person executed
the same freely, and that the consideration recited within the foregoing
instrument was actual and adequate and was given in good faith for the purposes
set forth and not for the purpose of security or for defrauding creditors of
Grantor or subsequent purchasers.


 


	
  Subscribed
  and sworn to before me on

  	
  (NOTARY
  STAMP: NANCY E. HEPBURN, NOTARY PUBLIC, STATE OF FLORIDA, MY COMMISSION
  EXPIRES JUNE 26, 2011)

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ 

  	
    Nancy
  Hepburn

  	
   

  	
   

  
	
  Notary
  Public, Broward County

  	
   

  
	
  My
  commission expires                    

  	
   

  
	
  PREPARED BY:

  	
   

  
	
   

  	
   

  
	
  Mr. Harry T.
  Heizer, Esq.

  	
   

  
	
  6300 St.
  Andrews Road, Suite C

  	
   

  
	
  Columbia,
  South Carolina 29212

  	
   

  
				



 


(INITIALED: KW, MO)


 


38

















 


Schedule 2.3a


Allocation of Purchase Price


 


(See Attached)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


39

















 


ALLOCATION OF PURCHASE PRICE


 


Kenja
Ventures, Inc. - $100,000.00


Kenja II,
Inc. - $6,775,000.00


 


(INITIALED:
KW, MO)


 


40

















 


SCHEDULE 2.3(b)


CLOSING ADJUSTMENTS


 


Seller, Selling Shareholder/Equityholder,
and Buyer, VCG Holding Corporation agree:


 


              
to waive all closing adjustments


 


X
to have the parties accountants agree on closing adjustments within 30 days of
the date of the closing.


 


              
The parties agree on the following closing adjustments:


 


	
  Description

  	
   

  	
  Amount

  	
   

  	
  To Seller/Buyer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  /s/ KW

  	
   

  	
  /s/ KW

  	
   

  	
  /s/ MO

  	
   

  
	
  Seller

  	
  Shareholder

  	
  Buyer

  	
   

  



 


(INITIALED:
KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials

  	
  MO

  



 


41

















 


EXHIBIT 2.3b


 


Pre-Paid Items


 


Seller
and Selling Shareholder state: NONE


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Seller

  	
  Shareholder

  	
  Buyer

  



 


 


EXHIBIT 2.8


 


BALANCE SHEET AND PHYSICAL INVENTORY\


 


(To be supplied by Seller Equityholders)


 


See attached pages


 


42
















 


(INITIALED: KW)


 


INVENTORY
INSIDE CLUB


 


LIGHT
& SOUND EQUIPMENT


 


1-             DELL PC


3-             ORBITRON LIGHTS (OVER
STAGE)


8-              Martin-MX-4


4-             Martin-CX-10


7-              Chauvet-Q-spot


 


1-             Martin 2532 Light
Controller


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


43

















 


Model PC9000 Light Switcher


 


2-             Cerwin Vega 18”
Cabinets


1-              EV12-2


8-              EV Full Range


 


1- 
Stanton RM-402 Dj Mixer


1- 
Samson 8 Channel Line Mixer


1- 
Stanton c501 Dual Cd Player


2- 
Samson DUAL EQs


 


Amp Rack


 


1-             SAMSON EQ


1-             BBE Maximizer


1-             QSC 2450 Amp


5-             CA6-Crest Amplifiers


1-             CA4-Crest Amplifiers


1-    Behringer
Composer


 


(INITIALED:
KW)


 


INVENTORY
INSIDE CLUB


 


GLASSWARE/
BAR SUPPLIES/ EQUIPMENT


 


Misc.
Glassware


Misc.
Champagne Buckets


3-
condiment holders


1- 6’
table


1- Buffet
Sneeze Guard


1- Beer
Tub


Misc.
silverware and china


1- Ice
machine


2-
Dishwasher


 


44

















 


FURNISHINGS


 


41- Round
Tables


131-
Barrel Chairs


16-
Barstools


68-Couch
Sections


8- Red
Velvet Couch Sections


21- Drink
tables (located in Couch room)


5-
Champagne Room Tables


4- Flat
Screen TV’s located on main floor


5- Small
TV’s  in Champagne Rooms


5- PS2’s
located in Champagne Rooms


 


CLEANING
& JANITORIAL


 


1- Hand
Truck


4- Round
Trash Cans


2- Ladders


1- Step
Ladder


20-
Approx. bottles of Brass Cleaner


10-
Approx. Stainless Polish


19-
Approx. Vandal Remover


2- Cans of
Gum Freeze


20-
Approx. cans of Bathroom Aerosol


12-
Approx. cans of throw up absorber


16-
Approx. packs of Hand Soap


1- Neutral
Floor


1- Citrus
Degreaser


1-
Bathroom Clean


 


(INITIALED: KW)


 


INVENTORY
INSIDE CLUB


 


5 gal. of
Dish Degreaser


5 gal. of
Dish Rinse


8 gal. of
Bleach


54-
Approx. rolls of Toilet Paper


15-
Approx. rolls of Paper Towels


24- Trash
cans


1- Mop
Bucket


2- Mops


 


KITCHEN-


 


Doubledoor
Defiled Upright Freezer Incl. Internal shelves(V)


Doubledoor
workstation TRUE Refrigerator w/ inserts(V)


2-
Microwaves(V)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


45

















 


1- Robot
Coupe Food Processor w/attachments(V)


2-Wire
stainless racks


9-2’ long
hotel pans(V)


4-6’ long
hotel pans(V)


3-4’ long
hotel pans(V)


3-4 1/2
pans(V)


6-2 1⁄2
pans(V)


2-6 1⁄4
pans(V)


3-6 1/3
pans(V)


6- 1/6
pans(V)


1- 5 gal.
sauce pot w/ handles(V)


1-2.5 gal.
sauce pot w/ handles(V)


2-grey bus
pans(V)


2-14”
Elevated cake/display stands(V)


1-shimwah(V)


1-
stainless strainer(V)


1- Elec.
Soup Warmer(V)


1-3’x16’
lg. China Cap(V)


6-12”
Sauté Pans(V)


1-16”
Sauté Pan(V)


5-Tellon
Egg Pans(V)


1- Dish
Rack(V)


3-Rubber
Floor Mats(V)


4-Metal
Soup Inserts(2lg.)(V)


1-Lg.
heavy wire whip (V)


2-sm. Wire
whips(V)


2-lg.
sauce pots(V)


1-sm.
pot(V)


 


(INITIALED: KW)


 


INVENTORY
INSIDE CLUB


 


1-lg. stir
fry pans(V)


6-kabob
spears(12”)


2-lg.
glass salad bowls(V)


6-
assorted buffet platters(V)


3- med.
Plastic bowls(V)


4- sheet
pans(V)


32- 6”ceramic
buffet plates(V)


1- 24 cup
baking muffin pan(V)


1- lg.
metal bowl(V)


1- lg. 3’x2’
white cutting board(V)


2-lg.
measuring plastic buckets(white)(V)


48-12”plastic
serving baskets(V)


4- serving
ladles(2 large)(V)


1-silverware
bin(V)


75- Onelda
heavy duty forks(V)


25-next
day steak knives(V)


1-stainless
steel table 36”x40”x15”(V)


 


46

















 


1- 5 level
beige 6”x 4”home depot shelving(V)


1-Plastic
6’ Buffet Table(V)


1-Plastic
4 tier Storage Rack(V)


1-Oven/Broter/Selamander


1-Vulcan
oven w/ 4 burner stove top


1-American
flat top range


1-Beverage
air sandwich 4’cooler and board


1-4’x3’
stainless table w/ shelf & heating element(APW)


2- green
wire support racks 4 tier


1-3’x4’
stainless table


1-Beverage
Air dbl door freezer


1-Turbo
Air 3 door refrigerator


1-Coffee
maker(Bunn)


1-Advantage
Dishwasher w/disposal and support stainless steel feed & Catch


1-3 sink
stainless compartment sink


1-stainless
hand sink


1- 4’
stainless table w/ wheels


1-4’
hanging rack (pots) suspended from ceiling


1- bug
light zapper


1- Dbl
toaster Avantle Deluxe brand


1- 4’
stainless shelf on wall


 


(INITIALED: KW)


 


INVENTORY
INSIDE CLUB


 


OFFICE


 


Desk


 


2 Drawer
wood file cabnet


Printer/fax
brother MFC-3240C


Fellows
Paper shreader


2- Fire
file cabinets


1-2 drawer
file cabinet


1- large
safe


1- drop
safe


1-HP
Printer


1-Sharp
fax/printer


1-Base
terminal micros pos system


8-satelite
micro stations


1-Router


14-
Security Cameras


1- Monitor


1-
Multiplexor


2- Calculators


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


47

















 


2- Money
Counters


Misc.
office supplies


Power
surge protectors


Redice


Radio
Chargers


 


(INITIALED: KW)


 


INVENTORY
at WAREHOUSE


 


4- cases
of jello injectors


3⁄4 pallet
candle fuel


2- pallets
Water


4- Boxes
of Champagne buckets


Misc.
sound and lighting equipment


Misc.
Speaker cabinets


2- Floor
bar mats


12- Boxes
of Suck and Blows


5- cases
of tablescents


Misc.
cases of Bullet Shooters


2-
Computer monitors


1- Dell pc


Misc.
tools and work benches


1-industrial
hanger fan


Misc.
Lumber


Misc.
China espresso cups and coffee pots


1-
Washer/Dryer


Misc.
paint


2- Beer
tubs


9- Barrel
Chairs


6-
Barstools


2- Trash
cans


 


48

















 


Misc.
Brass pieces for dividers(glass)


1- Urinal
and Toilet


20- pieces
of front entry marble


25- pieces
of brick pavers for outside


Misc.
office supplies


1-
Commercial Glass Refrigerator


1- Box
freezer


Misc. File
Cabinets


Air
Filters


2-
Refrigerators


1-Vacuum


 


(INITIALED: KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


49

















 


EXHIBIT 3.1


 


NON-COMPETITION AGREEMENT


 


See attached Agreement


 


EXECUTION COPY


 


RESTRICTIVE CONVENANT- COVENANT NOT TO COMPETE


 


This agreement is made on 10/29,
2007 between Gregory Kenwood Gaines, (“selling Equityholder”) and VCG Holding
Corp. (“Purchaser”), collectively referred to as the “Parties”.


 


Recitals


 


This Agreement is made
reference to the following facts, circumstances, and objectives:


 


A.                                 Gregory
Kenwood Gaines has been associated with a certain adult business as shareholder
know as Platinum Plus, located in Hialeah, Florida.


 


B.                                   Gregory
Kenwood Gaines as owner of all (or substantially all) of the issued and
outstanding shares of the capital common stock of Kenja, II, Inc., a Florida
Corporations and Kenja Ventures, Inc., a Florida Corporation, has agreed that
Company shall sell to Purchaser all the interest of the business operated under
the name of Platinum Plus (the “Business”) at 7565 W. 20th Avenue,
Hialeah, Florida, 33014, (the “location”).


 


C.                                   The
Parties have consented that to enable Purchaser to conduct a profitable
business, it would be of genuine and material consideration to Purchaser for
Selling Equityholder to agree that he shall not directly or indirectly engage
in a Competing Business for a Reasonable Period of Time within a Geographic
Area determined by the Parties to be the market area of Company, in which such
good will may exist.


 


D.                                  As
additional consideration for this Agreement, Purchaser, including its
subsidiaries and affiliates have agreed not to compete with Selling
Equityholder in certain markets.


 


E.                                    The
Parties have determined that such an Agreement would not be prohibited or void under
the law because its only objective is to protect the value of each others
business, including those purchased for valuable consideration and good faith
and without any intent to establish a monopoly.


 


Agreement


 


1.                                                               Definitions.


 


1.1                                                         Competing
Business. Any business, trade, or operation similar to Business.


 


1.2                                                         Reasonable
Period of Time. A period of time commencing on the closing date and
terminating three (3) years after the Effective Date.


 


(INITIALED:
MO, KW)     


 


1.3                                                         Determined
Geographic Area. A radius of 50 miles from the Location and as set forth
below.


 


1.4                                                         Effective
Date. 10/29, 2007


 


50

















 


2.                                                               Covenant
Not to Compete. Seller Equityholder shall not, directly or indirectly, or
through agent compete with the Buyer, for a period of 5 years and a radius of
50 miles from the Location.


 


In addition, in order to
induce Seller to enter into the Purchase and Sale agreement, VCG agrees not to
compete with Seller Equityholder for a period of three years in any area within
50 miles of any existing businesses of Seller Equityholder or in any market
which Seller Equityholder has a controlling interest, except for Maine. A
listing of all such businesses is attached as Addendum A to this Agreement.
Seller Equityholder has granted VCG a first right of refusal on the sale of
such businesses as consideration for this provision.


 


3.                                                               Consideration.
The Consideration is set forth in a purchase agreement dated this same date and
as set forth in this Agreement.


 


4.                                                               Default.
The Parties agree that a breach of the Covenant could cause economic harm to
the other which may be difficult to precisely measure in terms of money
damages. To protect and enable each party to fully realize the benefit of the
business and good will being acquired, each party agrees that in the event of a
breach in the Covenant either party may proceed in the circuit court or any
other tribunal having equitable jurisdiction over the other party to obtain any
appropriate equitable remedies, including, but not limited to, ex parte
restraining orders and injunctive orders during litigation and following
judgment; in addition to all other remedies provided by law or in equity for
the breach of the Covenant.


 


5.                                                               Notice.
All notices and payments given under this Covenant shall be either personally
delivered or mailed by first-class mail, postage prepaid, addressed to the
Respective parties at all addresses set forth in the notice provision of the
Purchase Agreement, or to any other address that each Party may designate in
writing in conformance with the terms of this paragraph.


 


6.                                                               Miscellaneous.


 


6.1                                                         Entire
Agreement. This Agreement sets forth the entire understanding of the
Parties.


 


6.2                                                         Amendment.
This Agreement may not be changed except by a written document executed by the
Parties. This agreement shall be interpreted in accordance with the law of the
state in which enforcement is sought.


 


(INITIALED: MO, KW)


 


6.3                                                         Binding
Effect. This Agreement shall be binding on and inure to the benefit of the
Parties and their respective heirs, successors, administrators, personal
representatives, and assigns.


 


The Parties
have executed this Agreement on the dates set forth below. This Agreement is
effective as of the Effective Date.


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


51

















 


	
   

  	
  PURCHASER

  
	
   

  	
   

  
	
  Dated: 

  	
  10/29/07

  	
   

  	
  By:

  	
  /s/ Micheal
  L. Ocello

  	
   

  
	
   

  	
  VCG
  HOLDING CORP.

  
	
   

  	
  By:
  President

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREGORY
  KENWOOD GAINES

  
	
   

  	
   

  
	
  Dated: 

  	
  10/29/07

  	
   

  	
  By:

  	
  /s/ G.
  Kenwood Gaines

  	
   

  
							



 


 


(INITIALED: KW)


 


52

















 


EXECUTION
COPY


 


ADDENDUM A


 


For Seller Equityholder


 


Greenville, South Carolina   /s/
MO


 


Columbia, South Carolina   /s/ KW


 


(INITIALED: KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


53

















 


EXHIBIT 3.4


 


PROPOSED LEASE


 


See attached Lease


 


(INITIALED: MO, KW)


 


54

















 


BUSINESS LEASE


 


THIS LEASE (“Lease”),
dated the 29th day of October, 2007, is by and between Third Properties, LLC, a
South Carolina Limited Liability Company (“Landlord”) and Kenja II, Inc., a
Florida Corporation (“Tenant”).


 


1.                                      DEFINITIONS.   nless
otherwise indicated, capitalized terms used in this Lease shall have the meanings
set forth below:


 


(a)           “Additional Rent”
shall mean all charges payable by Tenant under this Lease other than Minimum
Rent.


 


(b)           “Building”
shall mean the building in which the Demised Premises is located.


 


(c)           “Operating Costs”
shall mean all costs incurred to insure, maintain, repair and replace all
elements of the Premises. Operating Costs include, but are not limited to,
costs and expenses for the following: maintenance, repair and replacement (as
necessary) of all structural and mechanical components of the Building
including, but not limited to, exterior and interior walls, the roof ,
foundation and all components of the parking lots, driveways and sidewalks
surrounding the Building and located on the Premises; gardening and
landscaping; utilities, water and storm sewer charges; maintenance of signs;
fire alarm monitoring service; premiums for liability, property damage, fire
and other types of insurance on the Premises and worker’s compensation
insurance; all property taxes and assessments levied on or attributable to the
Premises; all real and personal property taxes levied on or attributable to
such property used in connection with the maintenance and operation of the
Premises; fees for required licenses and permits; repairing, resurfacing, painting,
lighting, cleaning, refuse removal, security, if any, and similar items. Operating
Costs shall also include any parking charges, utilities surcharges, or other
costs levied, assessed or imposed on the Premises by or at the direction of any
governmental authority in connection with the use or occupancy of the Premises
or the parking facilities included in the Premises, or pursuant to any
covenants, conditions or restrictions to which the Premises are subject.


 


(d)           “Effective Date”
shall mean 10-29, 2007 beginning at 11:00 am.


 


(e)           “Guarantor:  shall
mean VCG Holding Corp. a Colorado corporation, the sole owner of Tenant.


 


(f)            “Hazardous Material” shall mean any hazardous, radioactive or
toxic substance, material or waste, including, but not limited to, those
substances, materials and wastes (whether or not mixed, commingled or otherwise
combined with other substances, materials or wastes) listed in the United
States Department Transportation Hazardous Material Table (49 CFR 172.101) or
by the Environmental Protection Agency as hazardous substances (40 CFR Part
302) and amendments thereto, or such substances, materials and wastes which are
or become regulated under any applicable local, state or federal law including,
without limitation, any material, waste or substance which is (i) a petroleum
product, crude oil or any fraction thereof, (ii) asbestos, (iii)
polychlorinated biphenyls, (iv) designated as a “hazardous substance” pursuant
to Section 311 of the Clean Water Act, 33 U.S.C. Section 1251, et seq. (33
U.S.C. Section 1321) or listed pursuant to Section 307 of the Clean Water Act
(33 U.S.C Section 1317), (v) defined as a “hazardous waste” pursuant to Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq. (42 U.S.C. Section 6903) or (vi) defined as a “hazardous substance”
pursuant to Section 101 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601, et seq. (42 U.S.C.
Section 9601).


(INITIALED: MO, KW)


 


(h)           “Demised Premises” or “Premises”
shall mean all improvements located on the property depicted on the Site Plan,
attached as Exhibit A, for property located at 7565 W. 20th Avenue,


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


55

















 


Hialeah, Florida, 33014,
including any parking, driveways, sidewalks, alleyways or other appurtenances
thereto. In addition, the Premises shall also include property described on
Exhibit A-1, which is presently being used as a parking lot. Said Demised
Premises shall include the roof, exterior walls and structural members thereof,
together with utility lines, ducting, pipes, and the like to serve adjoining
Premises other than those specifically herein Demised.


 


(i)            “Lease Term”
shall mean a period of 25 years and 0 months beginning on the Rent Commencement
Date, plus any extended term granted by Landlord and timely and properly
elected by Tenant pursuant to subparagraph 3(b) below.


 


(j)            “Lease Year”
shall mean a period of twelve consecutive months during the Lease Term which
begins on the first day of the first calendar month after the Rent Commencement
Date or any anniversary thereof.


 


(k)           “Minimum Rent”
shall mean the base rental for the Demised Premises set forth in subparagraph
5(a) below.


 


(l)            “Permitted Use”
shall mean operation of a restaurant/bar with Nude Activities and no other
uses.


 


(m)          “Property”
shall mean that certain real property owned by Landlord upon which the Premises
are is located.


 


(n)           “Real Property Taxes”
shall mean (i) any fee, license fee, license tax, business license fee,
commercial rental tax, levy, charge, assessment, penalty or tax imposed by any
taxing authority against the land and buildings comprising the Premises, (ii)
any tax or charge for fire protection, streets, sidewalks, road maintenance,
refuse or other services provided to the Property by any governmental agency,
(iii) any tax imposed upon this transaction or based upon a re-assessment of
the Property due to a transfer of all or part of Landlord’s interest in the
Property. In the event that it shall not be lawful for Tenant and Landlord to
apportion such future taxes, if any, then in that event, the minimum rent
payable to Landlord under this Lease shall be revised to net Landlord the same
rental after imposition of any such future tax upon Landlord as would have been
payable to Landlord prior to the impositions of any such tax. “Real Property
Tax” does not, however, include Landlord’s federal or state income, franchise,
inheritance or estate taxes.


 


(o)           “Rent” shall
mean Minimum Rent and any Additional Rent.


 


(p)           “Rent Commencement Date”
shall mean that date that Tenant’s obligation to pay rent, which shall commence
upon the date the Tenant obtains possession under this Lease. For the period
between the date Tenant obtains possession of the premise pursuant to this
Lease and 11-1-07, 2007, the rent will be pro-rated and payable with the first
rental payment which shall be due on 11-1-07, 2007.


 


(q)           “Site Plan”
shall mean the site plan for the Property attached hereto as Exhibit A.


 


(INITIALED:
MO, KW)


 


56

















 


2.                                      LEASE OF  DEMISEDD PREMISES.   Landlord
hereby leases the Demised Premises to Tenant, and Tenant hereby leases the
Demised Premises from Landlord, subject to the terms, covenants and conditions
herein set forth, and Tenant covenants as a material part of the consideration
for this Lease to keep and perform each and all of such terms, covenants and
conditions by Tenant to be kept and performed.


 


3.                                      LEASE
TERM/OPTION TO RENEW.


 


(a)           The Lease Term shall begin at twelve
o’clock noon on the Rent Commencement Date and shall end at twelve o’clock noon
on the last day of the Twenty Fifth Lease Year. Promptly after the Rent
Commencement Date, Landlord and Tenant shall execute a Certificate of
Commencement setting forth the Rent Commencement Date and the expiration date
of the Lease Term.


 


(b)           Upon the condition that Tenant (a) is
not in default at the time of the exercise of any option contained in this
subparagraph, and (b) has, during the Lease Term and Option Periods, fulfilled
all of Tenant’s obligations completely and in a timely manner, Landlord hereby
grants to Tenant two (2) separate Options to Renew the Lease Term for two (2)
separate additional five (5) year periods upon the same and terms and
conditions as set forth in this Lease (each an “Option”), except that the Rent
payable during each Option Period will be as described in Section 4 below. Unless
Tenant provides the Landlord with written notice of its intention not to renew
the Lease at least Six (6) months prior to the end of either the Lease Term or
any Extended Term of this Lease, the lease shall automatically be extended for
the Renewal Term.


 


4.                                      MINIMUM RENT.


 


During the term hereof, Tenant agrees to pay the
Landlord at the address as shown herein, or at such other place as the Landlord
may from time to time designate in writing, “Minimum Rent” for the Demised
Premises. Said rent shall be payable in advance on the first of each month,
without deduction or set-off, except as provided in a Seller Indemnification
Agreement executed by Landlords affiliate and the Guarantor, without notice or
demand, as follows: OHE HUNDRED TWENTY
THOUSAND ($120,000.00) DOLLARS PER ANNUM, payable in equal monthly
installment of TEN THOUSAND AND OO/100 ($10,000.00) DOLLARS and ZERO CENTS for
the first year of the lease. In each subsequent year, the lease shall increase Three (3%) Percent per annum, with the rent for each
subsequent lease year payable in equal monthly installments. In the event the
Rent Commencement Date is other than the first day of a month, Tenant will pay
Rent for said partial month on a pro-rata basis; provided, however, the end of
the Term shall be on the last day of the one hundred twentieth (120th)
month of the Term of this Lease.


 


5.                                      SECURITY
DEPOSIT.   Concurrently with execution of this Lease, Tenant
shall deposit with Landlord the sum of $10,000.00, which shall be held by
Landlord as security for the faithful performance by Tenant of all terms, covenants
and conditions of this Lease to be kept and performed by Tenant during the term
hereof. If Tenant defaults with respect to any provision of this Lease,
including but not limited to the provisions relating to the payment of Rent,
Landlord may from time to time (but shall not be required to) use, apply or
retain all or any part of this security deposit for the payment of any rent or
any other sum in default, or for the payment of any amount which Landlord may
spend or become obligated to spend by reason of Tenant’s default, or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant’s default without any prejudice to any other remedy provided
herein,


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


57

















 


or provided by law. If any
portion of such deposit is so used or applied Tenant shall, within five (5)
days after written demand therefore, deposit cash with Landlord in an amount
sufficient to restore the security deposit to its original amount and Tenant’s
failure to do so shall be a default under this Lease. Landlord shall not be
required to keep this security deposit separate from its general funds, and
Tenant shall not be entitled to interest on such deposit. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord’s option, to the last assignee of Tenant’s interest hereunder) within
three (3) months following expiration of the Lease Term. In the event of
termination of Landlord’s interest in this Lease, Landlord shall transfer the
security deposit to Landlord’s successor in interest and Landlord will have no
further liability to Tenant with respect thereto.


 


6.                                      OPERATING
COSTS.


 


(a)           This Lease is totally net to the
Landlord. Tenant shall maintain the Premises in first-class condition at Tenant’s
sole cost and expense. Landlord may inspect the Premises and, if Landlord
reasonably determines that Tenant is not maintaining the Premises in a
first-class condition, Landlord may provide Tenant with written notice of any
such maintenance concern, and Tenant shall promptly make such repairs. If
Tenant fails to complete such repairs within thirty (30) days of receipt of
such notice, Landlord may undertake such repairs and Tenant shall be obligated
to reimburse Landlord for its costs within ten (10) days of receipt of an
invoice therefore.


 


(b)           Tenant shall pay all Operating Costs
during the Lease Term and shall not permit the placement of any lien upon the
Premises by any materialmen, laborer or other provider of goods and services to
the Premises.


 


7.                                      TAXES.
Landlord shall pay all Real Property Taxes on the land, buildings and other
improvements constituting the Property and the Premises (including any fees,
taxes or assessments against, or as a result of, any tenant improvements
installed in the Demised Premises by or for the benefit of Tenant) attributable
to the Lease Term. Tenant shall re-pay Landlord with 10 business days of
receipt of a tax bill from Landlord.


 


(b)           Tenant shall pay before delinquency
all taxes charged against trade fixtures, furnishings, equipment or any other
personal property belonging to Tenant which become payable during the Lease
Term. In the event any or all of Tenant’s leasehold improvements, equipment,
furniture, fixtures and other personal property shall be assessed and taxed
with the Property, Tenant shall pay to Landlord its equitable share of such
taxes within ten (10) days after delivery to Tenant by Landlord of a statement
in writing setting forth the amount of such taxes determined by Landlord to be
applicable to Tenant’s property.


 


8.                                      USE
OF DEMISED PREMISES/MAINTENANCE OF LIQUOR LICENSES.


 


(a)           Tenant shall use the Demised Premises
for the Permitted Use only, and not for any other purpose, without the prior
written consent of Landlord, which may not be unreasonably withheld.


 


(b)           Tenant shall not do or permit
anything to be done in or about the Demised Premises nor bring or keep anything
therein which is not within the Permitted Use of the Demised Premises or which
will in any way increase the existing rate of or affect any fire or


 


(INITIALED:
MO, KW)


 


58

















 


other insurance upon the
Building or any of its contents, or cause a cancellation of any insurance
policy covering the Building or any of its contents. Tenant shall not use or
allow the Demised Premises to be used for any improper, immoral, unlawful or
objectionable purpose, however, the use of the property in its present format
shall not be deemed to be an improper, immoral, unlawful or objectionable
purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or
about the Demised Premises inconsistent with the use of the Premises for its
Permitted Use. Tenant shall not commit any waste or permit any nuisance upon
the Demised Premises or overload the floors thereof. All work performed at the
premises shall comply with the building code requirements and Tenant shall
acquire all permits required by any governmental agency necessary to perform
the work on the Premise. The Landlord shall reasonably cooperate with the
tenant in obtaining any required approvals/permits.


 


(c)           Tenant shall not cause or permit any
Hazardous Material (as herein after defined) to be brought upon, transported
through, stored, kept, used, discharged or disposed in or about the Property by
Tenant, its agents, employees or contractors. Any such Hazardous Material
brought upon, transported, used, kept or stored in or about the Property which
is necessary for Tenant to operate its business for the Permitted Use will be
brought upon transported, used, kept and sorted in only such quantities as are
necessary for the usual and customary operation of Tenant’s business and in a
manner that complies with (i) all laws, rules, regulations, ordinances, codes
or any other governmental restrictions or requirements of all federal, state
and local government authorities having jurisdiction thereof regulating such
Hazardous Material, (ii) any permits issued for any such Hazardous Material
(copies of which must be delivered to Landlord before any Hazardous Material is
brought in, on or about the Property), and (iii) all products and manufacturers’
instructions and recommendations, to the extent they are stricter than laws,
rules, regulations, ordinances, codes or permits. If Tenant, its agents,
employees or contractors, in any way breach the obligations stated in this
paragraph, or if the presence of Hazardous Materials on the Property caused or
permitted by Tenant results in release or threatened release of such Hazardous
Material, on from or under the Property, or if the presence on, from or under
the Property of Hazardous Materials otherwise arises out of the operation of
Tenant’s business, then without limitation of any other rights or remedies
available to Landlord hereunder or at law or in equity, Tenant shall indemnify,
defend, protect and hold harmless Landlord (and Landlord’s directors,
shareholders, officers, employees, partners, agents, mortgagees or successors
to Landlord’s interest in the Demised Premises) (collectively, herein “Indemnity”)
from any and all claims, sums paid in settlement of claims, judgments, damages,
clean-up costs, penalties, fines, liabilities, losses or expenses (including
without limitation attorney, consultant and expert fees and any fees incurred
by Landlord to enforce the Indemnity) which arise during or after the Term as a
result of Tenant’s breach of such obligations or such release or such
contamination of the Property, including, without limitation, diminution in
value of the Property, damages for the loss of, or the restriction on the use
of, rentable or usable space or any amenity of the Property, damages arising
from any adverse impact on the sale or lease of the Property, and damage and
diminution in value to the Property or other properties, whether owned by
Landlord or by third parties. The Indemnity includes, without limitation, costs
incurred in connection with any investigation of site conditions or any
clean-up, remedial, removal or restoration work required by any federal, state,
or local governmental agency or political subdivision because of Hazardous
Material present in the soil or groundwater on, under or originating from the
Property. Without limiting the foregoing, if the presence of any Hazardous
Material on the Property caused or permitted by Tenant results in any
contamination, release or threatened release of Hazardous Material on, from or
under the Property or other properties, Tenant shall promptly take all actions
at its sole cost and expense which are necessary                                                     (INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


59

















 


to return the Property and any
other affected property to the condition existing prior to the introduction of
such Hazardous Material; provided that Landlord’s approval of such actions
shall first be obtained (which approval shall not be unreasonably withheld) and
so long as such actions do not have or would not potentially have any material
adverse effect on Landlord, on the Property or on other property. The Indemnity
contained in this section shall survive the expiration or earlier termination
of this Lease and shall survive any transfer of Landlord’s interest in the
Property.


 


(d)           In conjunction with the operation of
the Premises for its Permitted Use, Tenant has obtained and shall maintain a
liquor license and all necessary permits from the State of Florida and the City
of Hialeah. (“Liquor Licenses”). At all times during the terms of this Lease,
Tenant shall maintain the Liquor Licenses in full force and effect. Tenant
shall be solely responsible for and Tenant shall pay any and all fees,
assessments, charges, levies or other monetary obligations imposed in
connection with the Liquor Licenses to assure that it is maintained in good
standing throughout the term of this Lease. In the event Tenant receives any
notice of violation, citation, written or oral warning, or any complaint,
objection, or challenge to the Liquor Licenses, Tenant shall notify Landlord in
writing of such information within three (3) days of receipt of such written or
oral notice and, if such notice was written, Tenant shall include in said
notice a copy of any notice, citation, correspondence or other written
information provided to Tenant. Tenant shall utilize its best efforts to
maintain the Liquor Licenses in good standing and in full compliance with the
rules, regulations, ordinances and statutes of the City of Hialeah and the
State of Florida and shall take no action, which may place the Liquor Licenses
in jeopardy in any way. Tenant agrees that it shall utilize the benefits of the
Liquor Licenses only in connection with the operation of the Demised Premises
for a restaurant/Bar and Nude Activities and shall file no application to (i)
amend the status of the Liquor Licenses, (ii) amend the composition of the
Tenant, (iii) transfer the Liquor Licenses or (iv) amend the location of the
Premises served by the Liquor Licenses without the advance written approval of
the Landlord which may not be unreasonably withheld.


 


(e)           The Demised Premises may be operated
under the name “ Platinum Plus” for a period of 6 months following execution of
this lease and Landlord hereby consents to Tenant’s use of such name and
warrant it has lawful authority to license the use of the name. The Tenant
thereafter shall change the name to a name of its choosing. The Landlord will
be notified of the name change, but shall not be required to approve the name
change.


 


9.                                      COMPLIANCE
WITH LAW.   Tenant shall not use the Demised Premises or
permit anything to be done in or about the Demised Premises which will in any
way conflict with any law, statute, ordinance or governmental rule or
regulation now in force or which may hereafter be enacted or promulgated
including, without limitation, the Americans With Disabilities Act. Tenant
shall, at its sole cost and expense, promptly comply with all laws, statutes,
ordinances and governmental rules, regulations or requirements now in force or
which may hereafter be in force and with the requirements of any board of fire
underwriters or other similar bodies now or hereafter constituted relating to
or affecting the condition, use or occupancy of the Demised Premises, excluding
structural changes not related to or affected by Tenant’s improvements or acts.
The judgment of any court of competent jurisdiction or the admission of Tenant
in any action against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any law, statute, ordinance or governmental rule,
regulation or requirement, shall be conclusive of that fact as between Landlord
and Tenant.


 


(INITIALED:
MO, KW)


 


60

















 


10.                               ALTERATIONS
AND ADDITIONS.   Tenant shall not make or allow to be made
any alterations, additions or improvements to or of the Demised Premises or any
part thereof without first obtaining the written consent of Landlord, whose
consent shall not be unreasonably withheld, and any alterations, additions or
improvements to or of the Demised Premises, including, but not limited to, wall
covering, paneling and built in cabinet work, but excepting movable furniture
and trade fixtures, shall at once become a part of the realty and belong to
Landlord and shall be surrendered with the Demised Premises. In the event
Landlord consents to the making of any alterations, additions or improvements
to the Demised Premises by Tenant, the same shall be made by Tenant at Tenant’s
sole cost and expense and shall be completed in a good and workmanlike manner,
free of any liens. All work performed at the premises shall comply with the
building code requirements and Tenant shall acquire all permits required by any
governmental agency necessary to perform the work on the Premise. The Landlord
shall reasonably cooperate with the tenant in obtaining any required
approvals/permits. Upon the expiration or sooner termination of the Term,
Tenant shall, upon written demand by Landlord, at Tenant’s sole cost and
expense, forthwith and with all due diligence, remove any alterations,
additions or improvements made by Tenant which are designated by Landlord to be
removed, and Tenant shall, forthwith and with all due diligence, at its sole
cost and expense, repair any damage to the Demised Premises caused by such
removal.


 


11.                               MAINTENANCE
AND REPAIR.


 


(a)           By its entry into the Demised
Premises, Tenant shall be deemed to have accepted the Demised Premises as being
in good order, condition and repair. Tenant shall, at Tenant’s sole cost and
expense, keep the Demised Premises and every part thereof in good condition and
repair, including without limitation, the maintenance, replacement and repair
of any storefront, doors, window casements, glazing, plumbing, pipes,
electrical wiring and conduits, and the heating and air conditioning (“HVAC”)
system. Tenant shall obtain a service contract for repairs and maintenance of
the HVAC system and shall provide to Landlord a copy of the service contract
along with written details of any and all scheduled and other repairs and
maintenance performed on the HVAC system within ten (10) days of the date of
such performance. Tenant shall, upon the expiration or sooner termination of
this Lease, surrender the Demised Premises to Landlord in good condition, broom
clean, ordinary wear and tear excepted. Any damage caused by Tenant’s use of
the Demised Premises shall be repaired at the sole cost and expense of Tenant.


 


(b)           Tenant shall repair and maintain the
structural portions of the Building, including the exterior walls and roof. Landlord
shall not be liable for Tenant’s failure to make such repairs or to perform any
maintenance. There shall be no abatement of Rent and no liability of Landlord
by reason of any injury to or interference with Tenant’s business arising from
the making of any repairs, alterations or improvements in or to any portion of
the Building or the Demised Premises or in or to fixtures, appurtenances and
equipment therein. Tenant waives any right to make repairs at Landlord’s
expense under any law, statute or ordinance now or hereafter in effect.


 


(c)           If Tenant refuses or neglects to
repair or maintain the Premises, as required herein, to the reasonable
satisfaction of Landlord, Landlord shall provide Tenant with written notice of
any such refusal or neglect and Tenant shall repair any item mentioned in said
notice within thirty (30) days thereafter. If Tenant has not made such repairs
within the 30-day period, Landlord may make such repairs without liability to
the Tenant for any loss or damage it may


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


61

















 


accrue to Tenant’s merchandise,
fixtures or other property or to Tenant’s business by reason thereof and, upon
completion thereof, Tenant shall pay Landlord’s costs for making such repairs
upon presentation of a bill thereof. In the event Tenant does not pay such bill
within ten (10) days of its receipt, such failure shall be an event of default
hereunder, Landlord shall be entitled to utilize all of its remedies herein and
such amount shall bear interest at the rate of eighteen percent (18%) per
annum.


 


12.                               LIENS.   Tenant
shall keep the Property free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant. Landlord
may require, at Landlord’s sole option, that Tenant provide to Landlord, at
Tenant’s sole cost and expense, a lien and completion bond in an amount equal
to one and one-half (11⁄2) times the estimated cost of any improvements,
additions or alterations in the Demised Premises which Tenant desires to make,
to insure Landlord against any liability for mechanics and materialmen’s liens
and to insure completion of the work. Landlord shall have the right to post
notices on the Demised Premises, that the Demised Premises are not subject to
liens of those providing labor and/or materials to the Demised Premises at the
request of the Tenant pursuant to Florida Statutes. Tenant shall provide
Landlord with ten (10) days prior written notice prior to commencing any
improvements at the Property, to allow Landlord adequate time to post said
notices.


 


13.                               ASSIGNMENT
AND SUBLETTING.


 


(a)           Tenant shall not (voluntarily, by
operation of law or otherwise) assign, transfer, mortgage, pledge, hypothecate
or encumber this Lease or any interest therein, and shall not sublet the
Demised Premises or any part thereof, or any right or privilege appurtenant
thereto, or allow any other person (the employees, agents, servants and
invitees of Tenant excepted) to occupy or use the Demised Premises, or any
portion thereof, without first obtaining the written consent of Landlord, which
consent may not be unreasonably withheld, except that a transfer to a wholly
owned subsidiary of VCG shall not require advance approval. The transfer of
more than five percent (25%) of the shareholder interest of Tenant, however
accomplished, and whether in a single transaction or in a series of related or
unrelated transactions, will be deemed an assignment of this Lease or such
sublease requiring the Landlord’s consent in each instance. Any assignment or
subletting without such consent shall be void, and shall, at the option of
Landlord, constitute a default under the terms of this Lease. Acceptance of Rent by Landlord from anyone
other than Tenant shall not be construed as a consent or waiver by Landlord,
nor as a release of Tenant, but the same shall be taken to be a payment on
account of Tenant. A consent to one assignment, subletting, occupation
or use by any other person shall not be deemed to be a consent to any
subsequent assignment, subletting, occupation or use by another person.


 


(b)           Tenant shall provide Landlord with a
copy of any proposed sublease or assignment that contains the name and address
of the proposed subtenant or assignee, a copy of any purchase and sale
agreement for the assets of Tenant, the anticipated effective date of the
proposed sublease or assignment, the duration of the term of any proposed
sublease, and the amount of space any proposed subtenant will occupy. In
addition, Tenant shall provide detailed information regarding the proposed
subtenant’s or assignee’s financial condition and credit history, relevant
business history and experience, together with any other pertinent information
which Landlord reasonably requires. Landlord may require an opportunity to meet
and interview the proposed subtenant or assignee as well. For purposes of
Landlord’s consent to a proposed sublease or assignment, it shall be considered
reasonable for Landlord to consider (i) the relative


 


(INITIALED:
MO, KW)


 


62

















 


financial strength, business
reputation and operational/management experience of Tenant and the proposed
subtenant or assignee, (ii) any history that the proposed subtenant or anyone
has with the liquor licensing agencies of the City of Hialeah, County of
Miami-Dade and the State of Florida, and (iii) whether the use of the Demised
Premises after such sublease or assignment would create any nuisance or violate
any federal, state or local laws or any lease or agreement affecting the
premises or involving Hazardous Materials.


 


Tenant shall deliver all
documents pertaining to any such assignment or subletting to Landlord upon
Landlord’s demand. Such profit shall not include any lump-sum payment made to
Tenant from its assignee or subtenant in consideration of the transfer of
Tenant’s business, trade name, inventory, or goodwill: but any amount
attributed to lease assignment or sale on any document concerning the
transaction (including the assignee’s tax return) by assignee shall be
conclusively established as not attributable to Tenant’s business, trade
name, inventory or goodwill, and therefore, shall be included in Tenant’s
profits as described herein.


 


(c)           If Landlord consents to a proposed
assignment or sublease, the form of such assignment or sublease shall be
satisfactory to Landlord and shall (i) incorporate this Lease in its entirety
and be subject to its terms, (ii) provide that Tenant shall remain liable under
this Lease, (iii) provide that subtenant will comply with all terms and
conditions of this Lease, (iv) provide for assumption by an assignee of all the
terms, covenants and conditions which this Lease requires Tenant to perform,
and (v) include a requirement that any subtenant attorn to the Landlord. Landlord’s
consent will not be effective unless and until Tenant delivers to Landlord an
original, duly executed assignment or sublease, as the case may be, in a form
satisfactory to Landlord, as set forth herein. Tenant shall pay Landlord’s
reasonable fees, not to exceed five thousand dollars ($5,000.00), incurred for
review of such assignment or sublease and all other materials submitted by
Tenant in connection with the request for Landlord’s consent, whether or not
such assignment or sublease is approved.


 


(d)           Any transfer for which consent is
required of any party having a mortgage, deed, or trust or other encumbrance or
of any lessor under any ground or underlying lease of all or any part of the
Property shall not be effective until such consent is given.


 


(e)
Notwithstanding anything else in this article contained, as a condition to
Landlord’s written approval of any assignment or sublease by Tenant, Landlord
may require that it shall be entitled to the receipt of fifty percent (50%) of
any profit derived by Tenant as a result of such assignment or sublease. Such
profit is defined as any amounts received by Tenant from its assignee or
subtenant in excess of the Rent required to be paid by Tenant hereunder. Tenant
shall deliver all documents pertaining to any such assignment or subletting to
Landlord upon Landlord’s demand. Such profit shall not include any lump-sum
payment made to Tenant from its assignee or subtenant in consideration of the
transfer of Tenant’s business, trade name, inventory, or goodwill: but any
amount attributed to lease assignment or sale on any document concerning the
transaction (including the assignee’s tax return) by assignee shall be
conclusively established as not attributable to Tenant’s business, trade
name, inventory or goodwill, and therefore, shall be included in Tenant’s
profits as described herein. In no event shall the payment received by Landlord
pursuant to this subparagraph (b) be less than $100,000.00.                                                                                                                                                                                                                                                                                                                     (INITIALED: MO, KW)


 


	
   

  	
  Landlord’s Initials   

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials   

  	
  MO

  



 


63
















 


14.          HOLD HARMLESS.


 


(a)           Tenant shall indemnify and hold
Landlord harmless against and from any and all claims arising from Tenant’s use
of the Demised Premises or from the conduct of its business or from any
activity, work or other things done, permitted or suffered by Tenant in or
about the Demised Premises, and shall further indemnify and hold Landlord
harmless against and from any and all claims arising from any breach or default
in the performance of any obligation on Tenant’s part to be performed under the
terms of this Lease, or arising from any act or negligence of Tenant, or any
officer, agent, employee, guest or invitee of Tenant, and from all costs,
attorney’s fees and liabilities incurred in or about the defense of any such
claim or any action or proceeding brought thereon, and in case any action or
proceeding be brought against Landlord by reason of such claim, for events
which arise subsequent to the date of this Agreement, pursuant to the terms of
an indemnification agreement contained in a Purchase Agreement, previously
executed by the parties. Tenant upon written notice from Landlord shall defend
the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant,
as a material part of the consideration to Landlord, hereby assumes all risk of
damage to property or injury to persons in, upon or about the Demised Premises,
from any cause other then the gross negligence of Landlord, its agents,
servants or employees, and Tenant hereby waives all claims in respect thereof
against Landlord. Tenant shall give prompt written notice to Landlord in case
of casualty or accidents in the Demised Premises.


 


(b)           Tenant, as a material part of the
consideration to Landlord for this Lease, hereby waives and releases all claims
against Landlord, its employees and agents with respect to all matters for
which Landlord has disclaimed liability pursuant to the provisions of this
Lease. Tenant covenants and agrees that Landlord and its employees will not at
any time or to any extent whatsoever be liable, responsible or in any way
accountable for any loss, injury, death or damage (including consequential
damages) to persons, property or Tenant’s business occasioned by any cause,
either ordinary or extraordinary.


 


(c)           Landlord or its agents shall not be
liable for any loss or damage to persons or property resulting from fire,
explosion, falling plaster, steam, gas, electricity, water or rain which may
leak from any part of the Building or from the pipes, appliances or plumbing
works therein or from the roof, street or subsurface or from any other place
resulting from dampness or any other cause whatsoever. Landlord or its agents
shall not be liable for interference with the light, air, or for any latent
defect in the Demised Premises.


 


15.          WAIVER
OF SUBROGATION. Tenant hereby waives any and all
rights of recovery against Landlord, or against the officers, shareholders,
employees, agents or representatives of Landlord or such other tenants, for
loss of or damage to property, if such loss or damage is covered by any
insurance policy in force (whether or not described in this Lease) at the time
of such loss or damage. Tenant shall give notice to its insurance carriers of
this mutual waiver of subrogation.


 


16.          INSURANCE.


 


Commencing on the Rent Commencement Date and continuing throughout the
Lease Term, Tenant shall carry and maintain the following insurance (“Landlord
Insurance”):  (a) an “all-risk” form of
insurance policy, with an endorsement insuring against loss of Minimum Rent
(including Extended Period of Recovery, if applicable) insuring the buildings
and


 


(INITIALED: MO, KW)


 


64

















 


improvements of the Property (and leasehold improvements) for 100% of
their replacement value;  and
(b) fire and extended coverage insurance insuring all additions and
alterations made by the Tenant to the Demised Premises and all of its fixtures,
inventory, furniture and equipment for the full
replacement value thereof with the broadest possible coverage (“all risk” form)
on a minimum of 80% co-insurance form insuring against all risks of direct
physical loss and excluding only such unusual perils as nuclear attack, earth
movement, flood, and war. The tenant shall be billed by Landlord for the cost
of this insurance and shall repay the landlord for these billed costs within 10
business days of receipt of a bill for such insurance. Landlord’s Insurance
shall be issued by an insurance company of recognized standing, authorized to
do business in the State of Florida and having a Best’s Insurance Guide rating
of at least A:XV and satisfactory to Tenant.


 


The tenant, at tenants expense shall carry and maintain the following
insurance (“Tenant Insurance”):  (a) an “all-risk”
form of insurance policy, with an endorsement insuring against loss of Minimum
Rent (including Extended Period of Recovery, if applicable) insuring public
liability, bodily injury and damage comprehensive insurance coverage insuring
against claims of any and all personal injury, death or damage occurring in or
about the Demised Premises or the sidewalks adjacent thereto, with a combined
single limit coverage in the amount presently maintained by the Landlord
(subject only to a commercially reasonable deductible), on an “occurrence” form
and including contractual liability coverage for the performance by Tenant of
the indemnity agreements set forth in paragraph 15 above; (b) worker’s
compensation insurance insuring against and satisfying the worker’s
compensation laws of the State of Florida; and (c) “dram shop” or liquor
liability insurance. Landlord may reasonably require increases in the
above-described coverage from time to time, for which Tenant shall obtain the
same and pay the costs thereof. Tenant’s Insurance shall be issued by an
insurance company of recognized standing, authorized to do business in the
State of Florida and having a Best’s Insurance Guide rating of at least A:XV
and satisfactory to Landlord. Tenant’s Insurance (other than any policy of
worker’s compensation insurance) will name Landlord and such other persons or
firms as Landlord specifies from time to time as additional insured. Original
or copies of original policies (together with copies of the endorsements naming
Landlord, and any others specified by Landlord as additional insured) and
evidence of the payment of all premiums of such policies will be delivered to
Landlord prior to the Rent Commencement Date, on each anniversary thereof, and
at any date the prior policy expires. All public liability and property and
damage liabilities maintained by Tenant will contain a provision that Landlord
and any other additional insured will be entitled to recover under such
policies for any loss sustained by them, their agents and employees as a result
of the acts or omissions of the Tenant. Tenant’s Insurance will provide that it
may not be terminated or amended except after thirty (30) days prior written
notice to Landlord. All public liability property damage, liability and
casualty policies maintained by Tenant shall be written as primary policies,
not contributing with and not supplemental to coverage that Landlord may carry.
All policies shall name the Landlord, Gregory Kenwood Gaines,  Ralph Lunati, and KWE Group as additional
insured’s on the policy who are entitled to notice in the event of cancellation
of a policy. To the extent that it commercially practicable to obtain, Tenant
shall obtain assault and battery coverage for the business.


 


17.          UTILITIES.


 


(a)           Tenant shall pay for
all water, gas, heat, light, power, sewer charges, telephone service and all
other services and utilities supplied to the Demised Premises, together with
any taxes thereon. If any such services are not separately metered to Tenant,
Tenant shall


 


(INITIALED: MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


65

















 


pay an equitable share thereof, to be determined by Landlord, of all
charges jointly metered with other Premises.


 


(b)           Landlord has advised
Tenant that presently                                         
(“Electric Service Provider”) is the utility company selected by Landlord to
provide electricity for the Property. Notwithstanding the foregoing, if
permitted by Law, Landlord shall have the right at any time and from time to
time during the Lease Term to either contract for service from a different
company or companies providing electricity service (each such company shall
hereinafter be referred to as an “Alternative Service Supplier”) or continue to
contract for service from the Electric Service Provider. Tenant shall cooperate
with Landlord, the Electric Service Provider and any Alternative Service
Provider at all times and, as reasonably necessary, shall allow Landlord,
Electric Service Provider and any Alternate Service Provider reasonable access
to the electric lines, feeders, risers, wiring, and any other machinery within
the Demised Premises which may serve the Property.


 


(c)           Landlord does not
warrant or guarantee the continued availability of any or all of the utility
services necessary or desirable for the use of the Demised Premises by Tenant. In
no event shall the interruption, diminution or cessation of such services be
construed as an actual or constructive eviction of Tenant, nor shall Tenant be
entitled to any abatement of its Rent obligations under this Lease or on
account thereof. Landlord shall in no way be liable or responsible for any
loss, damage, or expense that Tenant may sustain or incur by reason of any
change, failure, interference, interruption, disruption or defect in the supply
or character of the utilities furnished to the Demised Premises, and no such
change, failure, diminution, cessation, unavailability or unsuitability shall
constitute an actual or constructive eviction, in whole or in part, or entitle
Tenant to any abatement or diminution of rent, or relieve Tenant from any of
its obligations under the Lease.


 


(d)           Landlord reserves
the right to suspend any and all utilities service to the Demised Premises
when, in Landlord’s reasonable discretion, such suspension is necessitated by
reason of accident, repairs, inspections, alterations or improvements, until
any of the same have been completed. In such event, Landlord shall not be
deemed guilty of a breach of this Lease, nor shall Tenant be entitled to any
abatement of its Rent obligations under this Lease on account thereof. If
feasible, Landlord shall give Tenant prior notice of any interruption of
utility services.


 


18.          PERSONAL PROPERTY.


 


Any property of Tenant remaining in the Demised Premises at any time
when Landlord recovers possession of the Demised Premises shall be deemed
abandoned, and Landlord shall have no responsibility or liability whatsoever
for any of the same. Notwithstanding the foregoing, Landlord may store any such
property in any public or private warehouse, and Tenant shall pay to Landlord
promptly upon demand all costs incurred in connection with such property,
including the costs of moving and storage, court costs, and attorney fees. Landlord
at its option may, without notice, sell any such personal property at any
public or private sale, with or without legal process, for such prices as
Landlord may obtain, and Landlord shall apply the proceeds of such sales first
to the costs incurred in connection with such property, and then to any amounts
due under this Lease from Tenant to Landlord, and the surplus, if any, to
Tenant.


 


(INITIALED:
MO, KW)


 


66

















 


19.          FAILURE TO SURRENDER
POSSESSION.


 


(a)           The parties
recognize and agree that the damage to Landlord resulting from any failure by
Tenant to timely surrender possession of the Demised Premises will be
substantial, will exceed the amount of the monthly installments of the Rent
payable hereunder, and will be impossible to measure accurately.


 


(b)           Tenant therefore
agrees that if possession of the Demised Premises is not surrendered to
Landlord upon the expiration or sooner termination of this Lease, in addition
to any other rights or remedies Landlord may have hereunder or at law, Tenant
shall pay to Landlord, as liquidated damages, for each month and for each
portion of any month during which Tenant holds over in the Demised Premises
after the expiration or sooner termination of this Lease, a sum equal to one
and one-half (11⁄2) times the aggregate of that portion of the monthly Rent that
was payable under this Lease during the last month of the term hereof. The
provisions of this subparagraph shall survive the expiration or sooner
termination of this Lease.


 


(c)           No provision of this
paragraph 19 or any other provision of this Lease shall be deemed to permit
Tenant to retain possession of the Demised Premises after the expiration or
sooner termination of the Lease Term, or to have extended or renewed the Lease
Term beyond its expiration or termination, except by timely and proper exercise
by Tenant of the Option as provided in subparagraph 3(b) above (if applicable).
Acceptance of any payment of Rent during any holdover period by Landlord shall
not be deemed acceptance of Tenant’s occupancy.


 


(d)           At the termination
of this Lease, either upon the expiration of its term or upon default, Lessee
will execute any and all documents necessary to convey to Landlord and/or its
assignee, the Liquor License applicable to the Demised Premises, subject to
approval of the appropriate governmental authorities.


 


20.          ENTRY BY LANDLORD. Landlord
shall at any and all times have the right to enter the Demised Premises to
inspect the same, to show the Demised Premises to prospective purchasers or
tenants and to post notices of non-responsibility. Landlord shall also have the
right to conduct such maintenance and repair of or to the Demised Premises (or
the Building) as Landlord may deem necessary, without abatement of Rent, and
for that purpose may erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, always providing that
the entrance to the Demised Premises shall not be unreasonably blocked thereby,
and further provided that the business of Tenant shall not be interfered with
unreasonably. Landlord shall use its reasonable efforts to provide advance
notice of any such entry to Tenant and shall attempt to minimize interference
with Tenant’s business. Tenant hereby waives any claim for damages or for any
injury or inconvenience to or interference with Tenant’s business, loss of
occupancy or quiet enjoyment of the Demised Premises, and any other loss
occasioned thereby. For each of the aforesaid purposes, Landlord shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the Demised Premises, excluding Tenant’s vaults, safes and files. Landlord
shall have the right to use any and all means which Landlord may deem proper to
open said doors in an emergency, in order to obtain entry to the Demised
Premises without liability to Tenant except for any failure to exercise due
care for Tenant’s property. Any entry to the Demised Premises obtained by
Landlord by any of such means, or otherwise, shall not under any circumstances
be construed or deemed to be a forcible or unlawful entry into, or a detainer
of the Demised Premises, or an eviction of Tenant from the Demised Premises or
any portion thereof.


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


67

















 


21.          TENANT’S DEFAULT. The
occurrence of any one or more of the following events shall constitute a
default and breach of this Lease by Tenant:


 


(a)           the vacating or abandonment of the
Demised Premises by Tenant;


 


(b)           failure by Tenant to
pay any Rent when required hereunder;


 


(c)           failure by Tenant to observe or
perform any of the covenants, conditions or provisions of this Lease to be
observed or performed by Tenant, except the payment of Rent, where such failure
shall continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant (provided, however, that If the nature of Tenant’s default
is such that more than thirty (30) days are reasonably required for its cure,
then Tenant shall not be deemed to be in default if Tenant commences such cure
within said thirty (30) day period and thereafter diligently prosecutes such
cure to completion, but in no event beyond an additional thirty (30) days);


 


(d)           the making by Tenant or Guarantor of
any general assignment or general arrangement for the benefit of creditors; or
the filing by or against Tenant or Guarantor of a petition to have Tenant or
Guarantor adjudged a bankrupt, or a petition or a reorganization or arrangement
under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant or Guarantor, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take possession of substantially
all of Tenant’s assets located at the Demised Premises or of Tenant’s interest
in this Lease, where possession is not restored to Tenant within thirty (30)
days; or the attachment, execution or other judicial seizure of substantially
all of Tenant’s assets located at the Demised Premises or of Tenant’s interest
in this Lease, where such seizure is not discharged within thirty (30) days; or


 


(e)           the liquor license being in imminent
danger of being revoked or the revocation of any of the Liquor Licenses/
Permits by the State of Florida or the City of Hialeah for any reason whatsoever.


 


(f)            In the event that of a Tenant
Default, Notice shall be given in accordance with the provisions of Paragraph
29(p), except that a notice of a default must be served via certified mail.


 


(g)           Notwithstanding the cure period
allowed by subparagraph (c) above, it shall be an immediate default under this
Lease if Tenant fails to surrender the Demised Premises to Landlord upon the
expiration or sooner termination of the Lease, or if any failure of Tenant to
comply with any provision of this Lease jeopardizes any insurance coverage or
causes or results in a dangerous condition on the Demised Premises or the
remainder of the Property, and such failure to comply is not cured as soon as
reasonably possible after notice thereof by Landlord to Tenant. In no event
shall financial inability be considered a reasonable ground for failure of
Tenant to cure any breach of, or failure to comply with, the provisions of this
Lease.


 


22.          LANDLORD’S REMEDIES. In
the event of any such default or breach by Tenant, Landlord may take any of the
following actions at any time thereafter, in its sole discretion, with or
without notice or demand and without limiting Landlord in the exercise of any
right or remedy which Landlord may have by reason of such default or breach
under the laws or judicial decisions of the State of Florida.


 


(INITIALED: MO, KW)


 


68

















 


(a)           Landlord may terminate Tenant’s right
to possession of the Demised Premises by any lawful means, in which case this
Lease shall terminate, Tenant shall immediately surrender possession of the
Demised Premises to Landlord, and Landlord shall be entitled to recover from
Tenant all damages incurred by Landlord by reason of Tenant’s default
including, but not limited to, the cost of recovering possession of the Demised
Premises; expenses of relating, including necessary renovation and alteration
of the Demised Premises; reasonable attorney fees; the worth at the time of
award by the court having jurisdiction thereof of the amount by which the
unpaid Rent called for herein for the balance of the term after the time of
such award exceeds the amount of such loss for the same period that Tenant
proves could be reasonably avoided.


 


(b)           Landlord may reenter and take
possession of the Demised Premises or any part thereof, without demand or
notice, and repossess the same and expel Tenant and any party claiming by,
under or through Tenant, and remove the effects of both using such force for
such purposes as may be necessary, without being liable for prosecution on
account thereof of being deemed guilty of any manner of trespass, and without
prejudice to any remedies for arrears of Rent or right to bring any proceeding
for breach of covenants or conditions. No such reentry or taking possession of the
Demised Premises by Landlord shall be construed as an election by Landlord to
terminate this Lease unless a written notice of such intention is given to
Tenant. No notice from Landlord hereunder or under a forcible entry and
detainer statute or similar law shall constitute an election by Landlord to
terminate this Lease unless such notice specifically so states. Landlord
reserves the right, following any reentry or relating, to exercise its right to
terminate this Lease by giving Tenant such written notice, in which event this
Lease will terminate as specified in such notice. After recovering possession
of the Demised Premises, Landlord may, from time to time, but shall not be
obligated to, relet the Demised Premises, or any part thereof, for the account
of Tenant, for such term or terms and on such conditions and upon such other
terms as Landlord, in its discretion, may determine. Landlord may make such
repairs, alterations or improvements as Landlord may consider reasonably
appropriate to accomplish such relating, and Tenant shall reimburse Landlord
upon demand for all reasonable costs and expenses (including without limitation
leasing commissions and attorney fees) which Landlord may incur in connection
with such relating. Landlord may collect and receive the rents for such
releting but Landlord shall in no way be responsible or liable for any failure
to relet the Demised Premises, or any part thereof, or for any failure to
collect any rent due upon such relating. Notwithstanding Landlord’s recovery of
possession of the Demised Premises, Tenant shall continue to pay on the dates
herein specified, the Minimum Rent and all Additional Rent which would be
payable hereunder if such repossession had not occurred, less a credit for the
net amounts, if any, actually received by Landlord through any relating of the
Demised Premises.


 


(c)           Landlord may maintain Tenant’s right
to possession, in which case this Lease shall continue in effect whether or not
Tenant shall have abandoned the Demised Premises. In such event Landlord shall
be entitled to enforce all of Landlord’s rights and remedies under this Lease,
including the right to recover the Rent as it becomes due hereunder.


 


(d)           In any event, Landlord shall be
entitled to recover interest on any unpaid Rent or any amounts owing pursuant
to this Lease not paid when due at the rate of eighteen percent (18%) per annum
from the date due until paid in full.


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


69

















 


23.          DEFAULT BY LANDLORD. Landlord
shall not be in default under this Lease unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event
later than thirty (30) days after written notice by Tenant to Landlord and to
the holder of any first mortgage or deed of trust covering the Demised Premises
whose name and address shall theretofore been furnished to Tenant in writing,
specifying wherein Landlord has failed to perform such obligation; provided, however,
that if the nature of Landlord’s obligations is such that more than thirty (30)
days are required for performance then Landlord shall not be in default if
Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion. In no event shall
Tenant have the right to terminate this Lease as a result of Landlord’s
default, and Tenant’s remedies shall be limited to actual (not consequential or
punitive) damages and/or an injunction.


 


24.          RECONSTRUCTION.


 


(a)           Subject to the provisions of
subparagraphs (b) and (c) below, in the event the Demised Premises or any other
portion of the Building is damaged by fire or other perils covered by extended
coverage insurance, and such damage does not require structural demolition and
reconstruction of all or part of the Building, Landlord agrees to forthwith
repair such damage utilizing the proceeds of insurance and this Lease shall
remain in full force and effect, except that Tenant shall be entitled to an equitable
reduction of Minimum Rent from the date of damage until completion of such
repairs, based on the extent to which the damage and making of such repairs
shall reasonably interfere with the business carried on by Tenant in the
Demised Premises.


 


(b)           In the event that any casualty
requires structural demolition and reconstruction of all or part of the
Building (whether or not such reconstruction involves any portion of the
Demised Premises), Landlord may, at its election, give notice to Tenant at any
time within sixty (60) days after such damage, terminating this Lease as of a
date specified in such notice not more than thirty (30) days after the giving
of such notice. In the event of giving such notice, this Lease and all interest
of Tenant in the Demised Premises shall terminate on the date so specified in
such notice, and the Minimum Rent, reduced by a proportionate reduction, based
upon the extent, if any, to which such damage interfered with the business
carried on by Tenant in the Demised Premises, shall be paid up to date of such
termination. In the alternative, Landlord may, by written notice to Tenant
within such 60-day period, elect to repair or restore such damage, in which
case the Minimum Rent shall be proportionately reduced as provided in subparagraph
(a) above and this Lease shall continue in full force and effect; PROVIDED,
HOWEVER, that Landlord shall have the right to alter the size and configuration
of the Building in the course of such reconstruction, so long as the Building
as reconstructed is an integrated architectural unit and the dimensions of the
Demised Premises are substantially the same as prior to such casualty.


 


(c)           Notwithstanding anything to the
contrary contained in this Article, Landlord shall not have any obligation
whatsoever to repair any injury or damage by other cause to any leasehold
improvements, fixtures or other personal property of Tenant, or to repair,
reconstruct or restore the Demised Premises or any other part of the Building
when the damage resulting from any casualty occurs during the last twenty-four
months of the term of this Lease or any extension thereof.


 


(INITIALED:
MO, KW)


 


70

















 


25.          EMINENT DOMAIN. If
more than twenty-five percent (25%) of the Building  shall be taken or appropriated by any public
or quasi-public authority under the power of eminent domain, either party
hereto shall have the right, at it’s option, within sixty (60) days after said
taking, to terminate this Lease upon thirty (30) days written notice. If less
than twenty-five percent (25%) of the Building is taken (or if more than 25% is
taken but neither party elects to terminate as herein provided), the Minimum
Rent thereafter to be paid shall be equitably reduced. If any part of the
Property other than the Building shall be so taken or appropriated, Landlord
shall within sixty (60) days of said taking have the right at its option to
terminate this Lease upon written notice to Tenant. In the event of any taking
appropriation whatsoever, Landlord shall be entitled to any and all awards
and/or settlements which may be given for the value of the property and Tenant
shall be entitled to any award for the value of any unexpired term of this
Lease and for its relocation expenses, or any award for any business loss of
any kind whatsoever relating to the operation of the Tenant’s business.


 


26.          SIGNS. Tenant
may affix and maintain only such signs, advertising placards, names, insignia,
trademarks and descriptive material to the premises without the consent of the
Landlord. However, all signs must comply with all state and local building
codes and Tenant shall acquire all permits required by any governmental agency
necessary relating to signage on the Premise. The Landlord shall reasonably
cooperate with the tenant in obtaining any required approvals/permits. Upon
expiration or earlier termination of this Lease, such signage and repair any
damage to the Building fascia resulting from the installation and removal of
Tenant’s sign shall remain on the Building unless Landlord requests Tenant to
remove such signage, in which case Tenant shall remove such signage.


 


27.          GUARANTY.
All obligations of Tenant shall be guaranteed by the
Guarantor pursuant to the form of Guaranty Agreement attached hereto as Exhibit
B. In addition, Tenant pledges, as additional security for the obligations of
the Tenant under this Agreement, its Liquor License, issued by the State of
Florida, and any and all  necessary
permits issued by the State of Florida. In the event of an uncured default,
Landlord shall have the same rights and remedies of any secured party which are
provided by law in the Liquor License and necessary permits. Landlord and
Tenant agree to cooperate with one another to reasonably effectuate this
guarantee.


 


28.          ACCORD AND
SATISFACTION. No payment by Tenant, nor receipt by
Landlord, of a lesser amount than the Rent herein stipulated shall be deemed to
be other than on an account of the earliest stipulated Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check, or
payment as Rent, be deemed an accord and satisfaction, and Landlord shall
accept such check for payment without prejudice to Landlord’s right to recover
the balance of such Rent or pursue any other remedy available to Landlord. Tenant
expressly waives any right it may have to claim that any payment due from
Tenant to Landlord hereunder, which payment is less than the full amount due to
the Landlord or claimed by Landlord, shall be deemed an accord and satisfaction.
This waiver of Tenant’s right to claim an accord and satisfaction shall be
without regard to whether or not a dispute exists with regard to the amount
claimed by Landlord. No payment by Tenant, nor receipt by Landlord, of a lesser
amount than the full amount due pursuant to this Lease shall be deemed to be
other than on an account of Tenant toward the amount claimed by Landlord, nor
shall any letter or statement accompanying any such payment be deemed an accord
and satisfaction, and Tenant hereby waives its right to so claim.


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


71

















 


29.          GENERAL PROVISIONS.


 


(a)           Waiver. The
waiver by Landlord of any term, covenant or condition herein contained shall
not be deemed to be a waiver of such term, covenant or condition or any
subsequent breach of the same or any other term, covenant or condition herein
contained. The subsequent acceptance of rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding default by Tenant of any term, covenant
or condition of this Lease, other than the failure of Tenant to pay the
particular rental so accepted, regardless of Landlord’s knowledge of such
preceding default at the time of the acceptance of such rent.


 


(b)           Marginal Headings. The
marginal headings and titles to the articles of this Lease are not a part of
the Lease and shall have no effect upon the construction or interpretation of
any part hereof.


 


(c)           Time. Time
is of the essence of this Lease and each and all of its provisions in which
performance is a factor.


 


(d)           Successors and Assigns.
The covenants and conditions herein contained, subject to the
provisions as to assignment, apply to and bind the heirs, successors,
executors, administrators and assigns of the parties hereto.


 


(e)           Recordation. Neither
Landlord nor Tenant shall record this Lease, but a short form memorandum hereof
may be recorded at the request of Landlord.


 


(f)            Late Charges. Tenant
hereby acknowledges that late payment by Tenant to Landlord of Minimum Rent and
scheduled Additional Rent due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed upon Landlord by
terms of any mortgage or trust deed covering the Demised Premises. Accordingly,
if any installment of Rent due from Tenant shall not be received by Landlord or
Landlord’s designee within three (3) days after the due date, then Tenant shall
pay to Landlord a late charge equal to five percent (5%) per month on the
outstanding balance or $500, whatever is greater, plus any attorney fees
incurred by Landlord by reason of Tenant’s failure to pay Rent when due
hereunder. The late fee shall be calculated and paid for every five (5) days
that the rent due under this lease is late. The parties hereby agree that such
late charges represent a fair and reasonable estimate of the cost that Landlord
will incur by reason of the late payment of Tenant. Acceptance of such late
charges by Landlord shall in no event constitute a waiver of Tenant’s default
with respect to such overdue amount, nor prevent Landlord from exercising any
of the other rights and remedies granted hereunder.


 


(g)           Prior Agreements. This
Lease contains all of the Agreements of the parties hereto with respect to any
matter covered or mentioned in this Lease, and no prior agreement or
understanding pertaining to any such matters shall be effective for any purpose.
No provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto of their respective successors in interest.
This Lease shall not be effective or binding on any party until fully executed
by both parties hereto. All prior leases between Landlord and Tenant are hereby
void.


 


(INITIALED:
MO, KW)


 


72

















 


(h)           Partial Invalidity. Any
provisions of this Lease which shall prove to be invalid, void, or illegal
shall in no way effect, impair or invalidate any other provision hereof, and
all such other provisions shall remain in full force and effect.


 


(i)            Cumulative Remedies. No
remedy or election hereunder shall be deemed exclusive but shall, whenever
possible, be cumulative with all other remedies at law or in equity.


 


(j)            Choice of Law. This
Lease shall be governed by the laws of the State of Florida.


 


(k)           Attorney Fees. In
the event any action or proceeding is brought by either party against the other
under this Lease, the prevailing party shall be entitled to recover for the
fees of its attorneys in such action or proceeding, including costs of appeal,
if any, such amount as the court may adjudge reasonable as attorney fees. In
addition, should it be necessary for Landlord to employ legal counsel to
enforce any of the provisions herein contained, tenant agrees to pay all
attorney fees and court costs reasonably incurred.


 


(l)            Sale of Demised
Premises by Landlord. In the event of any sale of the Demised
Premises by Landlord, Landlord shall be and is hereby entirely freed and
relieved of all liability under any and all of its covenants and obligations
contained in or derived from this Lease arising out of any act, occurrence or omission
occurring after the consummation of such sale; and the purchaser, at such sale
or any subsequent sale of the Premises, shall be deemed, without any further
agreement between the parties or their successors in interest or between the
parties and any such purchaser, to have assumed and agreed to carry out any and
all of the covenants and obligations of Landlord under this Lease.


 


(m) Right of First Refusal. 1) Provided that Tenant is not in
default under this Lease, Tenant shall have the absolute right to match any
purchase agreement for the Premises that Landlord receives from any third
party. In the event that Landlord receives an offer to purchase the Premises it
shall provide written notice to Tenant of the purchase price, terms and
conditions of said proposed sale (“Term Notice”). Tenant shall have a period of
Fifteen (15) days after receipt of the Term Notice to notify Landlord that it
desires to purchase the Premises in accordance with Term Notice (“Tenant’s
Acceptance Notice”) and a initial down payment equal to Five (5%) percent of
the purchase price, which shall be non-refundable. In the event that Tenant
timely provides Tenant’s Acceptance Notice, the closing of the sale will take
place no later than thirty (30) days after Tenant provides said Tenant’s
Acceptance Notice. If Tenant fails to provide the Tenant’s Acceptance Notice or
if, after providing Tenant’s Acceptance Notice, Tenant fails to close the
transaction with said thirty (30) day period then any rights of Tenant to
acquire the Premises shall cease and be of no further force or effect and
Landlord shall have the right to sell to market and sell the Premises to a
third party on terms and conditions reasonably acceptable to Landlord. 2) In
the event that the Landlord desires to sell the Premise, it shall provide
written notice to Tenant of the purchase price, terms and conditions of the
price it would propose to sell said premise (“Offer Term Notice”).Tenant shall
have a period of thirty (30) days after receipt of the Offer Term Notice to
notify Landlord that it desires to purchase the Premises in accordance with
Offer Term Notice (“Tenant’s Offer Acceptance Notice”). In the event that
Tenant timely provides Tenant’s Offer Acceptance Notice, the closing of the
sale will take place no later than thirty (30) days after Tenant provides said
Tenant’s Offer Acceptance Notice. If Tenant fails to provide the Tenant’s Offer
Acceptance Notice or if, after providing Tenant’s Acceptance Notice, Tenant
fails to close the transaction with said thirty (30) day period then any


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials 

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials 

  	
  MO

  



 


73

















 


rights of Tenant to acquire the
Premises shall cease and be of no further force or effect and Landlord shall
have the right to sell to market and sell the Premises to a third party on
terms and conditions reasonably acceptable to Landlord, however, the Tenant
shall have the right to match any offer received by Landlord from such persons,
as provided in Section 1 of this paragraph. This provision shall not apply to a
sale between the present shareholders of Landlord to one another or among their
respective heirs, which will not trigger this right of first refusal, nor shall
any gifts to the heirs of such owner. However the death of all present
shareholders of Landlord will in fact trigger the Tenants right to acquire the
property for Landlord for fair market value.


 


(n) Option to Purchase. Provided that the Tenant is not then in
default under the terms of this Lease, then the Landlord grants Tenant the
Option to Purchase the Premises at Fair Market Value, without accounting for
the valuation of the lease between Landlord and Tenant, the value of the
Premise based upon the fact that it possesses all permits necessary to operate
an adult entertainment nightclub in the City of Hialeah, Florida, or the value
of the property described on Exhibit A-1.


 


In order to
exercise this Option, Tenant shall notify the Landlord, in writing, of its
desire to exercise the Option which shall contain a proposed purchase price
supported by a Real Estate Appraisal. If the Landlord agrees to the Purchase
Price proposed by Tenant, then the closing shall occur within 60 days of the
date that the Offer is received by the Landlord. Within 14 days of the Offer
date, the Landlord shall notify Tenant whether it agrees to the Offer Price. If
the Landlord does not agree to the Offer Price, then the Landlord shall, within
45 days of the receipt of the Offer, send a counter-proposal to Tenant, setting
forth its proposed sale price, which sale price shall be supported by a Real
Estate Appraisal. (“Counter-Offer”) If the Tenant agrees to the Purchase Price
proposed by Landlord, then the closing shall occur within 60 days of the date
that the Counter-Offer is received by the Tenant. If the Tenant does not accept
the Counter-Offer, then the parties agree that the Purchase Price will be set
by a third party real estate appraiser. This appraiser shall be selected by
agreement of the Tenants Real Estate Appraiser and the Landlords Real Estate
Appraiser, who shall independently appraise the Premise and set the purchase
price. Such real estate appraisal shall be completed within 45 days of the date
that the Real Estate Appraiser is selected by the Appraiser, who shall select
an appraiser within 14 days of being notified that the Tenant has rejected the
Landlord’s Counter-Offer. If the Appraisers cannot agree on a Third Party Real
Estate Appraiser, then the Appraiser shall be selected by the American
Arbitration Association. The Closing of the transaction shall occur within 30
days of the date that the Appraiser issues his Appraisal of the Premise.


 


Notwithstanding
the above, the minimum purchase price shall be Two Million and 00/100                   ($ 2,000,000.00).


 


This option
may be exercised by Tenant during the first 37 months of the lease. Should the
option not be exercised within the first 37 months of the lease, then the
option shall expire. In order to exercise the Option, the Tenant shall notify
the Landlord in writing as required for notice under the Lease and the closing
shall occur as within 60 days thereafter or as soon thereafter as clear title
may be give by Landlord.


 


(o) Subordination, Attornment. Upon request of Landlord, Tenant
will in writing subordinate its rights hereunder to the lien of any mortgage or
deed of trust, to any bank, insurance company or other lending institution, now
or hereafter in force against the Demised Premises, and to all advances made or
hereafter to be made upon the security thereof. In the


 


(INITIALED:
MO, KW)


 


74

















 


event any proceedings are
brought for foreclosure, or in the event of the exercise of  the power of sale under any mortgage or deed
of trust made by Landlord covering the Demised Premises, Tenant shall attorn to
the purchaser upon any such foreclosure or sale, and recognize such purchaser
as the Landlord under this Lease. The provisions of this subparagraph to the
contrary notwithstanding, and so long as Tenant is not in default hereunder,
this Lease shall remain in full force and effect for the full Lease Term
hereof.


 


31.           Notices. Except
as set forth below, all notices to be given hereunder by either of the parties
shall be in writing. Any notice may be served by Landlord upon Tenant
personally by delivering the same to an employee of Tenant, or to Tenant
directly. Any notice shall be deemed duly served by either party if addressed
as set forth below and (i) deposited with the United States Postal Service as
certified mail, return receipt requested, with proper postage  prepaid, or (ii) deposited with FedEx or
other reliable overnight courier for expedited delivery. Either party may
change the address to which the notices may be sent by delivering a copy
thereof to the other party in the manner aforesaid and sent contemporaneously
by telecopy and e-mail. If service is made by personal delivery or Federal
Express, such service shall be deemed completed upon actual receipt of such
material. If service shall be made by certified mail, such service shall be
deemed completed as of the third day following the mailing of such notice in
the manner aforesaid.


 


	
   

  	
  To Landlord:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Third
  Properties, LLC.

  
	
   

  	
   

  	
   

  	
  800 Bush
  River Road, Ste. C

  
	
   

  	
   

  	
   

  	
  Columbia,
  South Carolina 29210

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  	
  Mr. Harry T.
  Heizer, Jr.

  
	
   

  	
   

  	
   

  	
  PO Box 3928

  
	
   

  	
   

  	
   

  	
  Irmo, South Carolina 29063

  
	
   

  	
   

  	
   

  	
  Facsimile:
  (803) 750-6457

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To Tenant:

  	
   

  	
  Kenja II,
  Inc.

  
	
   

  	
   

  	
   

  	
  7565 W. 20th
  Avenue

  
	
   

  	
   

  	
   

  	
  Hialeah,
  Florida, 33014

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Troy Lowrie

  
	
   

  	
   

  	
   

  	
  VCG Holding Corp.

  
	
   

  	
   

  	
   

  	
  390 Union St., Suite 540

  
	
   

  	
   

  	
   

  	
  Lakewood, CO 80228

  
	
   

  	
   

  	
   

  	
  Facsimile: (303) 922-0746

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (INITIALED: MO, KW)

  



 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


 


75

















 


	
   

  	
   

  	
   

  	
  Michael L. Ocello

  
	
   

  	
   

  	
   

  	
  VCG Holding Corp.

  
	
   

  	
   

  	
   

  	
  1401 Mississippi Avenue, #10

  
	
   

  	
   

  	
   

  	
  Sauget, IL 62201

  
	
   

  	
   

  	
   

  	
  Facsimile: (681) 271-8384

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Allan S.
  Rubin, Esq.

  
	
   

  	
   

  	
   

  	
  Draper,
  Rubin & Shulman, P.L.C.

  
	
   

  	
   

  	
   

  	
  29800
  Telegraph Road

  
	
   

  	
   

  	
   

  	
  Southfield,
  Michigan 48034

  
	
   

  	
   

  	
   

  	
  Facsimile:
  248-358-9729

  



 


(q)           Sale
Termination. In the event that the Agreement for the Purchase and
Sale of Assets (“Agreement”) between Gregory Kenwood Gaines,  Kenja,Inc., and Kenja II, Inc., and VCG
Holding Corp., is terminated for any reason whatsoever, then this Lease shall
automatically terminate, any security deposit paid by Tenant shall be returned
and all parties shall be released from any further liability under this Lease.


 


(r)            Tenant’s Statement. Tenant
shall at any time and from time to time, upon not less than ten (10) days prior
written notice from Landlord, execute, acknowledge and deliver to Landlord a
statement in writing containing such statements as Landlord or any prospective
purchaser or mortgagee of the Property may require, including (a) certification
that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease as so
modified is in full force and effect), and the date to which the rental and
other charges are paid in advance, if any, (b) Tenant’s acknowledgment that
there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord hereunder, or specifying such defaults if any are claimed, (c)
confirmation of the Rent Commencement Date and the expiration date of the Lease
Term, (d) confirmation that no rents have been paid more than one (1) month in
advance, and (e) confirmation that Tenant has no right to purchase the Premises
other that as contained herein. If Tenant fails to execute Tenant’s  Statement within such ten (10) day period,
Landlord is hereby authorized to execute Tenant’s Statement as Tenant’s
attorney in fact. Any such statement may be relied upon by the prospective
purchaser or encumbrance of all or any portion of the Property.


 


(s)           Authority. If
Tenant is a corporation, partnership, trust or limited liability company, each
individual executing this Lease on behalf of Tenant represents and warrants
that he or she is duly authorized to execute and deliver this Lease on behalf
of Tenant in accordance with the bylaws, partnership agreement or operating
agreement (as the case may be) of Tenant, and that this Lease is binding upon
Tenant.


 


(t)            No
Partnership. It is expressly understood that the Landlord and Tenant
are not partners or co-venturers and that the Landlord has no right, title or
interest in and to the business of the Tenant, and that the Tenant has no right
to represent or bind the Landlord in any respect whatsoever, and that nothing
contained herein shall be deemed, held or construed as making the Landlord a
partner or associate of the Tenant, or as rendering the Landlord liable for


 


(INITIALED:
MO, KW)


 


76

















 


any debts, liabilities or
obligations incurred by the Tenant; it is being expressly understood that the
relationship between the parties hereto is, and shall at all times remain that
of Landlord and Tenant.


 


(u)           Nondisclosure
Statement. Tenant hereby agrees that as of the date set forth
herein, and for the term of this Lease as set forth herein, Tenant shall not
disclose the terms of this Lease or the negotiations thereof to any individual,
firm or corporation. This nondisclosure statement shall not preclude Tenant
from disclosing the terms of this Lease or negotiations thereunder to Tenant’s legal
counsel, a financial institution, the Internal Revenue Service, or any
administrative or judicial entity which may require such information.


 


30.           BROKERS. Tenant
warrants that except for the principals of Landlord (who may be licensed real
estate brokers acting on their own behalf), it has had no dealings with any
real estate broker or agents in connection with the negotiation of this Lease.


 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this Lease as dated:


 


	
   

  	
  LANDLORD:

  
	
   

  	
   

  
	
   

  	
  Third
  Properties, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ G.
  Kenwood Gaines

  	
   

  
	
   

  	
   

  	
  Name: 

  	
    G.
  Kenwood Gaines

  	
   

  
	
   

  	
   

  	
  Title: 

  	
    Pres.

  	
   

  
	
   

  	
   

  	
  Date: 

  	
    10/29/07

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
  Kenja II,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Micheal
  L Ocello

  	
   

  
	
   

  	
   

  	
  Name: 

  	
    Micheal
  L Ocello

  	
   

  
	
   

  	
   

  	
  Title: 

  	
    Vice
  Pres

  	
   

  
	
   

  	
   

  	
  Date: 

  	
    10-29-07

  	
   

  
									



 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


77

















 


EXHIBIT “A”


 


LOCATION OF DEMISED PREMISES


 


(INITIALED:
MO, KW)


 


78

















 


Exhibit “A”


 


Legal
Description:


 


Begin
at a point 25 feet South of the Northeast corner of Tract 13 of CHAMBERS LAND
COMPANY SUBDIVISION of the Southwest 1⁄4 of Section 25, Township 52 South, Range
40, East; thence run Westerly for a distance of 160 feet; thence run Southerly
for a distance of 190.14 feet; thence run Easterly for a distance of 60.0 feet
to a point of tangency of a curve; thence proceed Southerly along the arc of
said curve a distance of 110.22 feet; thence run Northerly a distance of 185 feet
to the Point of Beginning.


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


79

















 


EXHIBIT “A-1”


ADDITIONAL PARKING LOT PROPERTY


 


(INITIALED: MO, KW)


 


80

















 


Exhibit “A”


 


Legal
Description:


 


The
North 165 feet of the East 140 feet of the West 280.10 feet of Tract 13, LESS
AND EXCEPT the North 25 feet thereof, of CHAMBERS LAND COMPANY SUBDIVISION of
the Southwest 1⁄4 of Section 26, Township 52 South, Range 40 East, according to
the Plat thereof recorded in Plat Book 2, Page 68, of the Public Records of
Miami-Dade County, Florida.


 


(INITIALED:
MO, KW)


 


	
   

  	
  Landlord’s Initials  

  	
  KW

  
	
   

  	
   

  
	
   

  	
  Tenant’s Initials  

  	
  MO

  



 


81

















 


EXHIBIT “B”


 


GUARANTY OF LEASE


 


In order to
induce Third Property, Inc. (“Landlord”) to enter into that certain
Lease dated 10/29, 2007 (the “Lease”) with Kenja, II, Inc.,  a Florida Corporation (“Tenant”), VCG Holding
Corp., a Colorado corporation (“Guarantor”) hereby makes the following
agreements with and in favor of Landlord:


 


1.             Guarantor hereby guarantees,
unconditionally and absolutely, the full and faithful performance and
observance of all the covenants, terms, and conditions of the Lease to be
performed and observed by Tenant, expressly including, without being limited
to, the payment, when due, of Minimum Rent and additional rent payable under
the Lease.


 


2.             If the Lease shall be modified in
any respect by agreement between Landlord and Tenant, the obligations hereunder
of Guarantor shall extend and apply with respect to the full and faithful
performance and observance of all the covenants, terms and conditions of the
Lease and of any such modification thereof.


 


3.             If the Lease shall be renewed, or
its term extended, for any period beyond the date specified in the Lease for
the expiration of said term, either pursuant to any option granted under the
Lease or otherwise, or if Tenant holds over beyond the term of the Lease, the
obligations hereunder of Guarantor shall extend and apply with respect to the
full and faithful performance and observance of all the covenants, terms and
conditions of the Lease and of any such modification thereof.


 


4.             Insofar as the payment by Tenant of
any sums of money to Landlord is involved, this Guaranty is a guaranty of
payment and not of collection, and shall remain in full force and effect until
payment in full to Landlord of all sums payable under the Lease. Guarantor
waives any right to require that any action be brought against Tenant.


 


5.             Guarantor does not require any
notice of Tenant’s nonpayment, nonperformance, or non-observance of the
covenants, terms and conditions of the Lease. Guarantor hereby expressly waives
the right to receive such notice.


 


6.             Guarantor expressly agrees (without
in any way limiting his liability under any other provision of this Guaranty)
that Guarantor shall, at the request of Landlord, enter into a new lease with
Landlord on the same terms and conditions as contained in the Lease immediately
prior to its termination, for a term commencing on the termination date of the
Lease and ending on the expiration date of the Lease, if the Lease shall be
terminated due to a default by Tenant thereunder.


 


7.             The liability of Guarantor is
coextensive with that of Tenant and also joint and several, and action may be
brought against Guarantor and carried to final judgment either with or without
making Tenant a party thereto.


 


(INITIALED:
MO, KW)


 


82

















 


8.             Until all of Tenant’s obligations
under the Lease are fully performed, Guarantor (a) waives any rights that
Guarantor may have against Tenant by reason of any one or more payments or acts
in compliance with the obligations of Guarantor under this Guaranty, and (b)
subordinates any liability or indebtedness of Tenant held by Guarantor to the
obligations of Tenant to Landlord  under
this Lease.


 


9.             Neither Guarantor’s obligation to
make payment in accordance with the terms of this Guaranty nor any remedy for
the enforcement thereof shall be impaired, modified, released or limited in any
way by any impairment, modification, release or limitation of the liability of
Tenant or its estate in bankruptcy, resulting from the operation of any present
or future provision of the Bankruptcy Code of the United States or from the
decision of any court interpreting the same.


 


10.           Guarantor waives any right to require
that resort be had to any security or to any other credit in favor of Tenant.


 


11.           Guarantor waives the benefit of any
statute of limitations affecting Guarantor’s liability under this Guaranty. Guarantor
hereby waives the right to trial by jury in any action or proceeding that may
hereafter be instituted by Landlord against Guarantor in respect of this
Guaranty.


 


12.           Guarantor irrevocably appoints Tenant
as his agent for service of process related to this Guaranty.


 


13.           Guarantor shall pay all of Landlord’s
expenses, including but not limited to, attorney’s fees, incurred in enforcing
this Guaranty.


 


14.           The Lease and this Guaranty shall be
governed by, interpreted under the laws of, and enforced in the courts of the
State of Florida.


 


15.           This Guaranty, and all of the terms
hereof, shall be binding on Guarantor and the successors, assigns and legal representatives
of Guarantor, and shall inure to the benefit of and may be enforced by
Landlord, its successors and assigns, and the holder of any mortgage to which
the Lease may be subject and subordinate from time to time.


 


16.           Anything herein or in the Lease to
the contrary notwithstanding, Guarantor hereby acknowledges and agrees that any
security deposit or other credit in favor of the Tenant may be applied to cure
any Tenant default or offset any damages incurred by Landlord under the Lease,
as Landlord determines in its sole and absolute discretion, and Landlord shall
not be obligated to apply any such deposit or credit to any such default or
damages before bringing any action or pursuing any remedy available to Landlord
against Guarantor. Guarantor further acknowledges that its liability under this
Guaranty shall not be affected in any manner by such deposit or credit, or
Landlord’s application thereof.


 


(INITIALED: MO, KW)


 


83

















 


17.                                 Guarantor
signs this guarantee personally and not as a representative or officer of any
corporation, partnership, or trust.


 


	
   

  	
  Guarantor:

  	
  VCG HOLDING
  CORP.,

  
	
   

  	
   

  	
  390 Union
  Street, Suite 540

  
	
   

  	
   

  	
  Lakewood,
  Colorado, 80228

  



 


VCG HOLDING CORP., a Colorado
Corporation


 


 


	
  By:

  	
    /s/
  Micheal L. Ocello

  	
   

  
	
  Troy Lowrie,
  CEO

  
	
  Micheal
  Ocello, Pres.

  



 


(INITIALED:
MO, KW)


 


84
















 


FLORIDA SECURED
TRANSACTION REGISTRY


 


Search Fees Forms FAQ’s
Help


 


ACH Debit Accounts


 


	
  DETAIL RECORD FOR: 200407263576

  	
  < PREVIOUS  BACK TO RESULTS  NEXT
  >

  



 


	
  STATUS

  	
  DATE FILED

  	
  EXPIRES

  	
  FILINGS COMPLETED

  THRU

  	
  SUMMARY FOR

  FILING

  
	
  FILED

  	
  06/25/2004

  	
  06/25/2009

  	
  10/17/2007

  	
  200407263576

  



 


	
  Events
  Filed

  	
  0

  



 


	
  SECURED PARTIES

  	
  Current Secured
  Parties:;1

  
	
  NAME & ADDRESS

   

  CIT TECHNOLOGY FINANCING SERVICES, INC.

  4600 TOUCHTON RD E BLDG 100 STE 300 JACKSONVILLE FL 32246

  



 


MORE >


 


	
  DEBTOR PARTIES

  	
  Current Debtor
  Parties:;1

  
	
  NAME & ADDRESS

   

  TREASURE ISLAND, INC.

  7565 W. 20TH AVE. HIALEAH FL 33014

  



 


MORE >


 


	
  DOCUMENT IMAGES

  	
  Pages in all
  forms/attachments:;1

  
	
  DOCUMENT NUMBER

  	
  TYPE

  	
  DATE

  	
  PAGES

  
	
  200407263576

  	
  UCC1

  	
  06/25/2004

  	
  1

  
					



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





Copyright
(C) 2001 Image API, Inc.


 


85

















 


	
  UCC
  FINANCING STATEMENT

  FOLLOW INSTRUCTIONS (front and back) CAREFULLY

  A. NAME & PHONE OF CONTACT AT FILER [optional]

   

  Phone:(800)
  331-3282 Fax: (818) 662-4141

  	
  FLORIDA SECURED TRANSACTION REGISTRY

  FILED

  2004 Jun 25 AM 12:00

  ****** 200407263576 ******

  
	
  B. SEND ACKNOWLEDGEMENT TO: (Name and Address)

  	
  508273 ICIT GROUP1

  
	
   

  	
   

  
	
  UCC Direct Services

  P.O. Box 29071

  Glendale, CA 91209-9071

  	
  6289874

   

  FLFL

  
	
   

  	
   

  
	
  THE ABOVE SPACE
  IS FOR FILING OFFICE USE ONLY

  
			



 


1. DEBTOR’S EXACT FULL
LEGAL NAME - Insert only one debtor name (1a or 1b) - do not abbreviate
or combine names


	
  OR

  	
  1a. ORGANIZATION’S NAME

  TREASURE ISLAND, INC.

  
	
  1b. INDIVIDUAL’S LAST NAME

  	
  FIRST NAME

  	
  MIDDLE NAME

  	
  SUFFIX

  
	
  1c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
  7565 W. 20TH AVE.

  	
  HIALEAH

  	
  FL

  	
  33014

  	
   

  
	
  1d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE ORGANIZATION DEBTOR

  	
  1e. TYPE OF ORGANIZATION

  	
  1f. JURISDICTION OF ORGANIZATION

  	
  1g. ORGANIZATIONAL ID #, if any

  	
   

  
	
   

  	
  Corporation

  	
  FL

  	
  M44682

  	
  o
  NONE

  
								



 


2. ADDITIONAL DEBTOR’S
EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not
abbreviate or combine names


	
  OR

  	
  2a. ORGANIZATION’S NAME

  
	
  2b. INDIVIDUAL’S LAST NAME

  	
  FIRST NAME

  	
  MIDDLE NAME

  	
  SUFFIX

  
	
  2c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2d. SEE INSTRUCTIONS

  	
  ADD’L INFO RE ORGANIZATION DEBTOR

  	
  2e. TYPE OF ORGANIZATION

  	
  2f. JURISDICTION OF ORGANIZATION

  	
  2g. ORGANIZATIONAL ID #, if any

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  o
  NONE

  
								



 


3. SECURED PARTY’S NAME
(or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert only one secured
party name (3a or 3b)


	
  OR

  	
  3a. ORGANIZATION’S NAME

  CIT Technology Financing Services, Inc.

  
	
  3b. INDIVIDUAL’S LAST NAME

  	
  FIRST NAME

  	
  MIDDLE NAME

  	
  SUFFIX

  
	
  3c. MAILING ADDRESS

  	
  CITY

  	
  STATE

  	
  POSTAL CODE

  	
  COUNTRY

  
	
  4600 Touchton Rd E Bldg 100, Ste 300

  	
  Jacksonville

  	
  FL

  	
  32246

  	
   

  



 


4. THIS FINANCING
STATEMENT covers the following collateral:


 


“This is a True Lease
this UCC-1 Financing Statement is being filed for information purposes only”
SAVIN 3224 COLOR COPIER SN# K0240300109 MITA 1500 PRINTER SN# XBP3Y05420 “plus
all other types of office equipment and products, computers, security systems
and other items of equipment now and hereafter leased to and/or financed for
Debtor/Lessee by Secured Party/Lessor, and including all replacements, upgrades
and substitutions hereafter occurring to all of the foregoing equipment and all
now existing and future attachments, parts, accessories and add-ons for all of
the foregoing items and types of equipment, and all proceeds and products
thereof.”


 


	
  o

  	
  Documentary

  stamp tax paid

  	
  x

  	
  Documentary stamp

  tax not applicable

  



 


	
  5. ALTERNATIVE DESIGNATION [if applicable] 

  	
  x LESSEE/LESSOR

  	
  o CONSIGNEE/CONSIGNOR

  	
  o BAILEE/BAILOR

  	
  o SELLER/BUYER

  	
  o AG. LIEN

  	
  o NON-UCC FILING

  



 


	
  6. o
  This FINANCING STATEMENT is to be filed (for record) (or recorded) in the
  Real ESTATE RECORDS. Attach Addendum [If applicable]

  	
  7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
  (ADDITIONAL FEE) (optional)

  	
  o
  All Debtors

  	
  o
  Debtor 1

  	
  o
  Debtor 2

  



 


	
  8. OPTIONAL FILER REFERENCE DATA

  	
   

  	
   

  	
   

  	
   

  
	
  6289874

  	
   

  	
   

  	
   

  	
   

  



 


	
  FILING OFFICE
  COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

  	
   

  	
  Prepared by UCC
  Direct Services, P.O. Box 29071,

    Glendale, CA 91209-9071 Tel (800)
  331-3282

  



 


86

















 


FLORIDA
SECURED TRANSACTION REGISTRY


 


Search
Fees Forms FAQ’s Help

ACH Debit Accounts


 


	
  < PREVIOUS

  	
  Results For Filed Compact Debtor
  Name List Search on Treasure Island, Inc

  Use the Previous and Next buttons to display additional
  search results

  	
  NEXT
  >

  



 


	
  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Status

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TREASURE ISLAND,
  INC.

  	
   

  	
  7565 W. 20TH AVE.

  	
   

  	
  HIALEAH

  	
   

  	
  FL

  	
   

  	
  33014

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  DEVELOPMENT LLC A FLORIDA LIMITED LIABILITY COMPANY

  	
   

  	
  PO BOX 1839

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  33601

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  ENTERPRISES LLC.

  	
   

  	
  14544 BRADDOCK OAK DRIVE

  	
   

  	
  ORLANDO

  	
   

  	
  FL

  	
   

  	
  32837

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  MARINA INC.

  	
   

  	
  3605 S THOMAS DR

  	
   

  	
  PANAMA CITY

  	
   

  	
  FL

  	
   

  	
  32408

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  MARINA INC.

  	
   

  	
  3605 S THOMAS DR

  	
   

  	
  PANAMA CITY BEACH

  	
   

  	
  FL

  	
   

  	
  32408

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  MARINA INC.

  	
   

  	
  3605 S THOMAS DR

  	
   

  	
  PANAMA CITY BEACH

  	
   

  	
  FL

  	
   

  	
  32408

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  OF NORTH BAY LLC

  	
   

  	
  1630 NE 79TH ST

  	
   

  	
  NORTH BAY VILLAGE

  	
   

  	
  FL

  	
   

  	
  33141

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  OF NORTH BAY LLC

  	
   

  	
  1630 NE 79TH ST. CAUSEWAY

  	
   

  	
  NORTH BAY VILLAGE

  	
   

  	
  FL

  	
   

  	
  33706

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  NURSERIES & LANDSCAPING

  	
   

  	
  P.O.BOX 112

  	
   

  	
  LEESBURG

  	
   

  	
  FL

  	
   

  	
  34749

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  PHARMACY, INC.

  	
   

  	
  1706 N.E. 79TH ST CAUSEWAY

  	
   

  	
  NORTH BAY VILLAGE

  	
   

  	
  FL

  	
   

  	
  33141

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  PHARMACY, INC.

  	
   

  	
  1630 N.E. 79TH ST. CAUSEWAY

  	
   

  	
  NORTH BAY VILLAGE

  	
   

  	
  FL

  	
   

  	
  33141

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  PHARMACY, INC.

  	
   

  	
  1706 NE 79TH STREET CSWY

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33141

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  SUNGLASS SHOPS INC

  	
   

  	
  2900 W SAMPLE ROAD

  	
   

  	
  POMPANO BEACH

  	
   

  	
  FL

  	
   

  	
  33073

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION

  	
   

  	
  1101 WEST SECOND STREET

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION

  	
   

  	
  1101 WEST SECOND STREET

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CONDOMINIUM #1 INC.

  	
   

  	
  C/O RAMPART PROPERTIES 10033 9TH STREET N, 2ND FLOOR

  	
   

  	
  ST. PETERSBURG

  	
   

  	
  FL

  	
   

  	
  33716

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION OF PINELLAS

  	
   

  	
  400 TREASURE ISLAND CAUSEWAY

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION OF PINELLAS

  	
   

  	
  400 TREASURE ISLAND CAUSEWAY

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706-1131

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION OF PINELLAS

  	
   

  	
  400 TREASURE ISLAND CAUSEWAY

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706-1131

  	
   

  	
  F

  	
   

  
	
  TREASURE ISLAND
  TENNIS & YACHT CLUB CORPORATION OF PINELLAS

  	
   

  	
  400 TREASURE ISLAND CAUSEWAY

  	
   

  	
  TREASURE ISLAND

  	
   

  	
  FL

  	
   

  	
  33706

  	
   

  	
  F

  	
   

  



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


87

















 


FLORIDA
SECURED TRANSACTION REGISTRY


 


Search
Fees Forms FAQ’s Help

ACH Debit Accounts


 


DETAIL
RECORD FOR: 200190522532


 


	
  STATUS

  	
  DATE FILED

  	
  EXPIRES

  	
  FILINGS COMPLETED

  THRU

  	
  SUMMARY FOR

  FILING

  
	
  LAPSED

  	
  12/10/2001

  	
  12/10/2006

  	
  10/17/2007

  	
  200190522532

  



 


	
  Events Filed

  	
  1

  	
  View
  Filing History

  



 


	
  SECURED PARTIES

  	
  Current Secured
  Parties:;1

  
	
  NAME
  & ADDRESS

  	
   

  
	
  RODRIGUEZ
  JOSE R.

  	
   

  
	
  5527
  WOODLAND LANE FORT LAUDERDALE FL

  	
  NONE

  
	
  33312

  	
   

  
	
   

  	
   

  
	
   

  	
  MORE
  >

  
	
   

  	
   

  
	
  DEBTOR PARTIES

  	
  Current Debtor
  Parties:;2

  
	
   

  	
   

  
	
  NAME &  ADDRESS

  	
   

  
	
   

  	
   

  
	
  TREASURE ISLAND, INC.

  	
   

  
	
  C/O FRANK NEWMAN 66 WEST FLAGLER STREET,

  	
  NONE

  
	
  SUITE 700 MIAMI FL 33130

  	
   

  
	
   

  	
   

  
	
  ALL MY FRIENDS, INC.

  	
   

  
	
  C/O FRANK NEWMAN 66 WEST FLAGLER STREET,

  	
  NONE

  
	
  SUITE 700 MIAMI FL 33130

  	
   

  
	
   

  	
   

  
	
   

  	
  MORE
  >

  



 


	
  DOCUMENT IMAGES

  	
  Pages in all
  forms/attachments:;4

  
	
  DOCUMENT NUMBER

  	
  TYPE

  	
  DATE

  	
  PAGES

  
	
  200190522532

  	
  UCC1

  	
  12/10/2001

  	
  2

  



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


88

















 


	
  UNIFORM
  COMMERCIAL CODE 

  	
  State of Florida

  FINANCING STATEMENT

  	
  FORM UCC-1
  (REV.2001)

  



This Financing Statement is presented to a filing officer
pursuant to the Uniform Commercial Code:


 


	
  1. Debtor (Last Name First if an individual)
  TREASURE ISLAND, INC.

  	
   

  
	
   

  	
   

  
	
  1b. Mailing
  Address 66 WEST FLAGLER STREET

  C/o FRANK NEWMAN                       SUITE
  700

  	
  1c. City, State

  MIAMI, FL

  	
  1d. Zip Code

  33130

  
	
   

  	
   

  
	
  2. Additional Debtor or Trade Name (Last Name
  First if an individual) ALL MY FRIENDS, INC.

  	
   

  
	
   

  	
   

  
	
  2b. Mailing
  Address 66 WEST FLAGLER STREET

  C/o FRANK NEWMAN                       SUITE
  700

  	
  2c.
  City, State



  	
  2d. Zip Code



  
	
   

  	
   

  
	
  3.
  Secured Party (Last Name First if an individual) JOSE R. RODRIGUEZ

  	
   

  
	
   

  	
   

  
	
  3a.
  Mailing Address 5527 WOODLAND LANE

  	
  3b. City, State

  FORT LAUDERDALE, FL

  	
  3c. Zip Code

  33312

  
	
   

  	
   

  
	
  4.
  Assignee of Secured Party (Last Name First if an individual)

  	
   

  
	
   

  	
   

  
	
  4a.
  Mailing Address

  	
  4b.
  City, State

  	
  4c. Zip Code

  
				



 


5. This Financing
Statement covers the following types or items or property [include description
of real property on which located and owner of record when required. If more
space is required, attach additional sheet(s)].


 


SEE ATTACHED SCHEDULE “A”.


 


	
  6. Check only if Applicable:          x
  Products of collateral are also covered.       x
  Proceeds of collateral are also covered.       o
  Debtor is transmitting utility.

  



 


	
  7. Check appropriate box:  x
  All documentary stamps due and payable or to become due and payable pursuant
  to s. 201.22 F.S., have been paid.

  
	
  (one box must be marked) o
  Florida Documentary Stamp Tax is not required.

  



 


	
  8.         In accordance with s. 679.402(2)
  F.S., this statement is filed without
  the Debtor’s signature to perfect a
  security interest in collateral:

  	
  9.     Number
  of additional sheets presented:    1   

  
	
  o        already subject to a security interest
  in another jurisdiction when it was brought into this state or debtor’s
  location changed to this state.

  	
  This Space for the Use of Filing
  Officer

  
	
  o        which is proceeds of the original
  collateral described above in which a security interest was perfected.

  	
   

  
	
  o        as to which the filing has lapsed.
  Date filed                                          
  and previous UCC-1 file number                                          

  	
  FLORIDA SECURED TRANSACTION REGISTRY

  
	
  o        acquired after a change of name,
  identity, or corporate structure of the debtor.

  	
  FILED

  
	
  10.       Signature(s) of Debtor(s)

  	
  2001 Dec 10 AM 12:00

  
	
  ALL
  MY FRIENDS INC.

  	
   

  	
  TREASURE ISLAND INC.

  	
  ******200190522532******

  
	
  /s/ Illegible

  	
   

  	
  /s/ Illegible

  	
   

  
	
  11. Signature(s) of
  Secured Party is if Assigned, by Assignee(s)

  	
   

  
	
  /s/ Jose R. Rodriguez

  	
   

  	
   

  
	
  Jose R. Rodriguez

  	
   

  
	
  12. Return Copy to:

  	
   

  
	
  Name

  	
  IRA MARCUS, P.A.

  	
   

  
	
  Address

  	
  888 EAST LAS OLAS BLVD.

  	
   

  
	
  Address

  	
  SUITE 710

  	
   

  
	
  City, State, Zip

  	
  FORT LAUDERDALE, FL
  33301

  	
   

  
						



 


	
  STANDARD FORM — FORM UCC-1

  	
  Approved by Secretary of State, State of Florida

  



 


89

















 


SCHEDULE A


 


1.                          All of
the Corporations’ documents or other receipts covering, evidencing or representing
goods that relate to any contracts, inventory, equipment, chattel paper,
fixtures, investment property, general intangibles, goods, licenses and leases,
instruments, and all other property furniture, fixtures, leasehold
improvements, equipment and property;


 


2.                          A
certain Lease Agreement dated the 1st day of May, 2001, made by
Laurie, Inc. as Landlord, and TREASURE ISLAND, INC., as Tenant, covering the
premises located at 7565 West 20th Avenue, Hialeah, Florida, 33041,
together will all of its improvements, furniture and fixtures, and current
occupational licenses.


 


3.                          Licenses
incidental to the operation of the Businesses, to the extent assignable.


 


4.                          Liquor
License Number 2302247-4COP-SRX and Tobacco License Number 2315350.


 


90

















 


FLORIDA SECURED
TRANSACTION REGISTRY


 


Search Fees Forms FAQ’s
Help


 


ACH Debit Accounts


 


	
  DETAIL RECORD FOR: 950000182679

  	
   

  



 


	
  STATUS

  	
  DATE FILED

  	
  EXPIRES

  	
  FILINGS COMPLETED

  THRU

  	
  SUMMARY FOR

  FILING

  
	
  LAPSED

  	
  09/11/1995

  	
  09/11/2005

  	
  10/17/2007

  	
  950000182679

  



 


	
  Events
  Filed

  	
  1

  	
  View Filing History

  



 


	
  SECURED PARTIES

  	
  Current Secured
  Parties:;1

  
	
  NAME & ADDRESS



  
	
  REX LESING
  CORPORATION

  2270 N W 23RD ST MIAMI FL 33142

  	
  NONE

  
			



 


MORE >


 


	
  DEBTOR PARTIES

  	
  Current Debtor
  Parties:; 2

  
	
  NAME & ADDRESS



  
	
  TREASURE ISLAND
  INC

  7565 W 20TH AVE HIALEAH FL 33014

  	
  NONE

  
	
   

  	
   

  
	
  TREASURE ISLAND
  RESTAURANT

  7565 W 20TH AVE HIALEAH FL 33014

  	
  NONE

  
			



 


MORE >


 


	
  DOCUMENT IMAGES

  	
  Pages in all
  forms/attachments:; 2

  
	
  DOCUMENT NUMBER

  	
  TYPE

  	
  DATE

  	
  PAGES

  
	
  950000182679

  	
  UCC1

  	
  09/11/1995

  	
  1

  
					



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


91

















 


FLORIDA SECURED
TRANSACTION REGISTRY


 


Search Fees Forms FAQ’s
Help


 


ACH Debit Accounts


 


	
  DETAIL RECORD FOR: 950000244385

  	
   

  



 


	
  STATUS

  	
  DATE FILED

  	
  EXPIRES

  	
  FILINGS COMPLETED

  THRU

  	
  SUMMARY FOR

  FILING

  
	
  LAPSED

  	
  12/06/1995

  	
  12/06/2000

  	
  10/17/2007

  	
  950000244385

  



 


	
  Events
  Filed

  	
  0

  



 


	
  SECURED PARTIES

  	
  Current Secured
  Parties:; 1

  
	
  NAME & ADDRESS



  
	
  ORIX CREDIT ALLIANCE
  INC

  1625 NW AMBERGLEN CRT STE 100 BEAVERTON FL

  	
  NONE

  
	
  97006

  	
   

  
			



 


MORE >


 


	
  DEBTOR PARTIES

  	
  Current Debtor
  Parties:; 1

  
	
  NAME & ADDRESS



  
	
  TREASURE ISLAND
  INC

  7565 W 20TH AVE HIALEAH FL 33015

  	
  NONE

  
			



 


MORE >


 


	
  DOCUMENT IMAGES

  	
  Pages in all
  forms/attachments:; 3

  
	
  DOCUMENT NUMBER

  	
  TYPE

  	
  DATE

  	
  PAGES

  
	
  950000244385

  	
  UCC1

  	
  12/06/1995

  	
  3

  
					



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


92

















 


FLORIDA SECURED
TRANSACTION REGISTRY


 


Search Fees Forms FAQ’s
Help


 


ACH Debit Accounts


 


	
  DETAIL RECORD FOR: 990000084260

  	
   

  



 


	
  STATUS

  	
  DATE FILED

  	
  EXPIRES

  	
  FILINGS COMPLETED

  THRU

  	
  SUMMARY FOR

  FILING

  
	
  LAPSED

  	
  04/19/1999

  	
  04/19/2004

  	
  10/17/2007

  	
  990000084260

  



 


	
  Events
  Filed

  	
  0

  



 


	
  SECURED PARTIES

  	
  Current Secured
  Parties:; 1

  
	
  NAME & ADDRESS



  
	
  LCOA INC

  340 E BIG BEAVER RD #560 TROY MI 48083

  	
  NONE

  
			



 


MORE >


 


	
  DEBTOR PARTIES

  	
  Current Debtor
  Parties:; 1

  
	
  NAME & ADDRESS



  
	
  TREASURE ISLAND
  INC

  7565 W 20TH ST HIALEAH FL 33014

  	
  592816767

  
			



 


MORE >


 


	
  DOCUMENT IMAGES

  	
  Pages in al1
  forms/attachments:; 1

  
	
  DOCUMENT NUMBER

  	
  TYPE

  	
  DATE

  	
  PAGES

  
	
  990000084260

  	
  UCC1

  	
  04/19/1999

  	
  1

  
					



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


93

















 


FLORIDA DEPARTMENT OF
STATE


DIVISION OF CORPORATIONS


 


	
  Home
  

  	
   

  	
  Contact
  Us

  	
   

  	
  E-Filing Services

  	
   

  	
  Document Searches

  	
   

  	
  Forms 

  	
   

  	
  Help

  



 


	
  Previous on List

  	
   

  	
  Next on List

  



 


Federal
Lien Registration List By Debtor Name


 


	
  Name

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  FEI/DOB

  	
   

  	
  Status

  	
   

  
	
  KENCO ELECTRIC
  INC

  	
   

  	
  COCONUT CREEK

  	
   

  	
  FL

  	
   

  	
  650253823

  	
   

  	
  A

  	
   

  
	
  KENCO ELECTRICAL
  & A-C INC

  	
   

  	
  JACKSONVILLE

  	
   

  	
  FL

  	
   

  	
  593227540

  	
   

  	
  A

  	
   

  
	
  KENCO ELECTRIC
  INC , A CORPORATION

  	
   

  	
  CORAL SPRINGS

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
  A

  	
   

  
	
  KENCO MANAGEMENT
  INC

  	
   

  	
  BOCA RATON

  	
   

  	
  FL

  	
   

  	
  650341546

  	
   

  	
  A

  	
   

  
	
  KENCO QUILTING
  & TEXTILE INC

  	
   

  	
  HOLLYWOOD

  	
   

  	
  FL

  	
   

  	
  591456754

  	
   

  	
  T

  	
   

  
	
  KENCO SIGNS AWNING
  DIVISION INC

  	
   

  	
  HOLLY HILL

  	
   

  	
  FL

  	
   

  	
  593201900

  	
   

  	
  T

  	
   

  
	
  KENCO SIGNS
  AWNING DIVISION INC

  	
   

  	
  HOLLY HILL

  	
   

  	
  FL

  	
   

  	
  593201900

  	
   

  	
  T

  	
   

  
	
  KENDALE FUTON
  INC

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  593091673

  	
   

  	
  L

  	
   

  
	
  KENDALE FUTON
  INC

  	
   

  	
  TAMPA

  	
   

  	
  FL

  	
   

  	
  593091673

  	
   

  	
  L

  	
   

  
	
  KENDALL BEAUTY
  SUPPLY INC

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  651157495

  	
   

  	
  A

  	
   

  
	
  KENDALL
  CONSERVATORY OF MUSIC INC

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  650256177

  	
   

  	
  T

  	
   

  
	
  KENDALL HOCKEY
  ASSOCIATION INC

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  651069581

  	
   

  	
  A

  	
   

  
	
  KENDALL LUMBER
  & GRANITE CO

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  650787771

  	
   

  	
  T

  	
   

  
	
  KENDALL LUMBER
  & GRANITE CO

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  650787771

  	
   

  	
  T

  	
   

  
	
  KENDALL L VITULLI
  D O PA

  	
   

  	
  PALM BEACH GARDENS

  	
   

  	
  FL

  	
   

  	
  651149978

  	
   

  	
  A

  	
   

  
	
  KENDALL RESORT
  HOTEL INC

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  650802272

  	
   

  	
  T

  	
   

  
	
  KEN HALL & ASSOCIATES INC

  	
   

  	
  PERRY

  	
   

  	
  FL

  	
   

  	
  593447894

  	
   

  	
  A

  	
   

  
	
  KEN HALL &
  ASSOCIATES INC

  	
   

  	
  PERRY

  	
   

  	
  FL

  	
   

  	
  593447894

  	
   

  	
  A

  	
   

  
	
  KENIA M CUEVAS
  DDS PA

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  651136818

  	
   

  	
  A

  	
   

  
	
  KENITH BURCH
  WELDING INC

  	
   

  	
  JACKSONVILLE

  	
   

  	
  FL

  	
   

  	
  593422173

  	
   

  	
  T

  	
   

  



 


Home Contact us Document
Searches E-Filing Services Forms Help

Copyright and Privacy Policies

Copyright © 2007 State of Florida, Department of State.


 


94

















 


FLORIDA DEPARTMENT OF
STATE


DIVISION OF CORPORATIONS


 


	
  Home
  

  	
   

  	
  Contact
  Us

  	
   

  	
  E-Filing Services

  	
   

  	
  Document Searches

  	
   

  	
  Forms 

  	
   

  	
  Help

  



 


	
  Previous List

  	
   

  	
  Next List

  



 


Judgment
Lien Name List


 


	
  Filing Number

  	
   

  	
  Debtor Name

  	
   

  	
  Address

  	
   

  
	
  J04900008227

  	
   

  	
  KENELY JANET R

  	
   

  	
  8279 PANAHAN DR

  	
   

  
	
  J06900012439

  	
   

  	
  KENGLE CRISTINA

  	
   

  	
  899 KING S TRAIL ROAD #120

  	
   

  
	
  J02000370209

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  1290 HOUCK RD

  	
   

  
	
  J03000001539

  	
   

  	
  KEN HALL & ASSOCIATES INC

  	
   

  	
  1290 HOUCK ROAD ROUTE 1 BOX 638

  	
   

  
	
  J03000055873

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  3917 CASEY KEY ROAD

  	
   

  
	
  J03000105447

  	
   

  	
  KEN HALL & ASSOCIATES INC

  	
   

  	
  12900 HOUCK ROAD

  	
   

  
	
  J03000190068

  	
   

  	
  KEN HALL & ASSOCIATES INC

  	
   

  	
  1290 HOUCK ROAD

  	
   

  
	
  J03900002815

  	
   

  	
  KEN HALL &
  ASSOCIATES, INC.

  	
   

  	
  1290 HOUCK ROAD

  	
   

  
	
  J03900007597

  	
   

  	
  KEN HALL & ASSOCIATES, INC

  	
   

  	
  3917 CASEY KEY RD

  	
   

  
	
  J03000280356

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  1290 HOUCK RD

  	
   

  
	
  J03900016561

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  3917 CASEY KEY ROAD

  	
   

  
	
  J04900002894

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  3917 CASEY KEY ROAD

  	
   

  
	
  J04900024467

  	
   

  	
  KEN HALL & ASSOCIATES, INC.

  	
   

  	
  1290 HOUCK ROAD

  	
   

  
	
  J06000185491

  	
   

  	
  KEN HAZLETT HAIR DESIGN LLC

  	
   

  	
  4923 NW 59TH CT

  	
   

  
	
  J07900013614

  	
   

  	
  KENIER CORY

  	
   

  	
  2646 JOHNSON STREET

  	
   

  
	
  Illegible

  	
   

  	
  KENIGSBERG KOLMAN

  	
   

  	
  520 HOLIDAY DRIVE

  	
   

  
	
  Illegible

  	
   

  	
  KENIGSBERG ROSSITA

  	
   

  	
  520 HOLIDAY DRIVE

  	
   

  
	
  J02000202261

  	
   

  	
  KENIMOND WILLIAM G

  	
   

  	
  30 N MANTOR AVENUE

  	
   

  
	
  J01000065116

  	
   

  	
  KENISE’S CAFE OF PUNTA GORDA INC

  	
   

  	
  23462 PATERA AVE

  	
   

  
	
  J03000015125

  	
   

  	
  KEN ISSACS INC 

  	
   

  	
  %KAY WOOD

  	
   

  



 


Home Contact us Document
Searches E-Filing Services Forms Help

Copyright and Privacy Policies

Copyright © 2007 State of Florida, Department of State.


 


95
















 


FLORIDA DEPARTMENT OF
STATE


DIVISION OF CORPORATIONS


 


	
  Home
  

  	
   

  	
  Contact
  Us

  	
   

  	
  E-Filing Services

  	
   

  	
  Document Searches

  	
   

  	
  Forms 

  	
   

  	
  Help

  



 


	
  Previous List

  	
   

  	
  Next List

  



 


Judgment
Lien Name List


 


	
  Filing Number

  	
   

  	
  Debtor Name

  	
   

  	
  Address

  	
   

  
	
  J05000174315

  	
   

  	
  KEN KAR OF
  THE TREASURE COAST INC

  	
   

  	
  PO BOX 2729

  	
   

  
	
  J02000429104

  	
   

  	
  KENKAT, INC.

  	
   

  	
  9039 LITTLE
  RD

  	
   

  
	
  J02000486443

  	
   

  	
  KENKAT, INC.

  	
   

  	
  %KATHLEEN R
  MARTIN

  	
   

  
	
  J02000486476

  	
   

  	
  KENKAT, INC.

  	
   

  	
  33191 US
  HIGHWAY 19 N

  	
   

  
	
  J02000486500

  	
   

  	
  KENKAT, INC.

  	
   

  	
  %KATHLEEN
  MARTIN

  	
   

  
	
  J03000278699

  	
   

  	
  KENKAT INC

  	
   

  	
  33191 US
  HIGHWAY 19 N

  	
   

  
	
  J03000278707

  	
   

  	
  KENKAT INC

  	
   

  	
  PO BOX 907

  	
   

  
	
  J03900013256

  	
   

  	
  KENKAT, INC.

  	
   

  	
  19910
  WYNDHAM LAKES DR.

  	
   

  
	
  J06000052493

  	
   

  	
  KENKAT LLC

  	
   

  	
  20281 E
  COUNTRY CLUB DR APT 2304

  	
   

  
	
  J07000030869

  	
   

  	
  KENKAT LLC

  	
   

  	
  20281 E
  COUNTRY CLUB DR APT 2304

  	
   

  
	
  J04000073734

  	
   

  	
  KENKO, INC.

  	
   

  	
  12301
  CENTRAL AVENUE NE

  	
   

  
	
  J06900004245

  	
   

  	
  KENKO INC

  	
   

  	
  12301
  CENTRAL AVE NE

  	
   

  
	
  J07900012263

  	
   

  	
  KENKO, INC.

  	
   

  	
  12301
  CENTRAL AVE. N.E., SUITE 100

  	
   

  
	
  J03000305427

  	
   

  	
  KENLEE
  PRECISION OF FLORIDA INC

  	
   

  	
  1700 MORRELL
  PARK AVE

  	
   

  
	
  J03000308355

  	
   

  	
  KENLEE PRECISION
  OF FLORIDA INC

  	
   

  	
  1700 MORRELL
  PARK AVE

  	
   

  
	
  Illegible

  	
   

  	
  KENLEY STEVE

  	
   

  	
  1207 LINCOLN
  STREET

  	
   

  
	
  Illegible

  	
   

  	
  KENLIN, INC.

  	
   

  	
  1821 N.W.
  18TH AVENUE, BDG. 41,

  	
   

  
	
  J06900002212

  	
   

  	
  THE KENLIN
  COMPANY, INC.

  	
   

  	
  1821 N.W.
  18TH AVENUE, BDG. 41,

  	
   

  
	
  J05900017531

  	
   

  	
  KENLON K A

  	
   

  	
  9 CAMBRIA ST
  #4

  	
   

  
	
  J03000165714

  	
   

  	
  KENMAR &
  COMPANY INC

  	
   

  	
  6215 29TH
  STREET EAST

  	
   

  



 


Home Contact us Document
Searches E-Filing Services Forms Help

Copyright and Privacy Policies

Copyright © 2007 State of Florida, Department of State.


 


96

















 


FLORIDA
SECURED TRANSACTION REGISTRY


 


Search
Fees Forms FAQ’s Help


 


ACH Debit Accounts


 


	
  < PREVIOUS

  	
  Results For Filed
  Compact Debtor Name List Search on Kenja II, Inc

  Use the Previous and Next buttons to display additional search
  results

  	
  NEXT >

  



 


	
  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Status

  	
   

  
	
  KEN JAM APPAREL,
  INC.

  	
   

  	
  1175 NE 125 STREETSTE 102

  	
   

  	
  NORTH MIAMI

  	
   

  	
  FL

  	
   

  	
  33161

  	
   

  	
  F

  	
   

  
	
  KEN JAM
  MANAGEMENT, INC., A FLORIDA CORPORATION

  	
   

  	
  1175 N.E. 125TH STREETSUITE 102

  	
   

  	
  NORTH MIAMI

  	
   

  	
  FL

  	
   

  	
  33161

  	
   

  	
  F

  	
   

  
	
  KEN JERRY

  	
   

  	
  1526 CAIRO WAY

  	
   

  	
  PALM HARBOR

  	
   

  	
  FL

  	
   

  	
  34683

  	
   

  	
  F

  	
   

  
	
  KENJI GROUP, INC.

  	
   

  	
  3452 LITHIA PINECREST ROAD

  	
   

  	
  BRANDON

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
  F

  	
   

  
	
  KEN JOHNSON &
  SONS, INC.

  	
   

  	
  22845 SW 163 AVENUE

  	
   

  	
  GOULDS

  	
   

  	
  FL

  	
   

  	
  33170

  	
   

  	
  F

  	
   

  
	
  KENJOM, LLC.

  	
   

  	
  7613 CAMDEN HARBOR DRIVE

  	
   

  	
  BRADENTON

  	
   

  	
  FL

  	
   

  	
  34212

  	
   

  	
  F

  	
   

  
	
  KEN JONES CERAMIC
  TILE CONTRACTOR INC.

  	
   

  	
  5570 PEDRICK PLANTATION CIRCLE

  	
   

  	
  TALLAHASSEE

  	
   

  	
  FL

  	
   

  	
  33317

  	
   

  	
  F

  	
   

  
	
  KEN JORDAN
  INSURANCE AGENCY, INC.

  	
   

  	
  2499 GLADES ROAD, #311 PALM BEACH

  	
   

  	
  BOCA RATON

  	
   

  	
  FL

  	
   

  	
  33431

  	
   

  	
  F

  	
   

  
	
  KEN JOSEPH, INC.

  	
   

  	
  5140 S STATE ROAD 7

  	
   

  	
  FT LAUDERDALE

  	
   

  	
  FL

  	
   

  	
  33314

  	
   

  	
  F

  	
   

  
	
  KEN JOSEPH, INC.

  	
   

  	
  5140 S STATE ROAD 7

  	
   

  	
  FORT LAUDERDALE

  	
   

  	
  FL

  	
   

  	
  33314

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST, INC.

  	
   

  	
  PO BOX 2729

  	
   

  	
  STUART

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST, INC.

  	
   

  	
  5258 SW CHEROKEE ST

  	
   

  	
  PALM CITY

  	
   

  	
  FL

  	
   

  	
  34990

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST, INC.

  	
   

  	
  1525 SW MARTIN HIGHWAY

  	
   

  	
  PALM CITY

  	
   

  	
  FL

  	
   

  	
  34990

  	
   

  	
  F

  	
   

  
	
  KENKFSKY TERRIL

  	
   

  	
  3041 LANDMARK BLVD.

  	
   

  	
  PALM HARBOR

  	
   

  	
  FL

  	
   

  	
  34684

  	
   

  	
  F

  	
   

  
	
  KEN KITTRELL,
  INC.

  	
   

  	
  1233 ERIK COURT

  	
   

  	
  ALTAMONTE SPRINGS

  	
   

  	
  FL

  	
   

  	
  32714

  	
   

  	
  F

  	
   

  
	
  KENKO, INC.

  	
   

  	
  12301 CENTRAL AVENUE NE

  	
   

  	
  BLAINE

  	
   

  	
  MN

  	
   

  	
  55434

  	
   

  	
  F

  	
   

  
	
  KENKOV, LLC

  	
   

  	
  140 TONINA COVE

  	
   

  	
  MAITLAND

  	
   

  	
  FL

  	
   

  	
  32751

  	
   

  	
  F

  	
   

  
	
  KENKOY, LLC

  	
   

  	
  324 WILSHIRE BLVD

  	
   

  	
  CASSELBERRY

  	
   

  	
  FL

  	
   

  	
  32707

  	
   

  	
  F

  	
   

  
	
  KENKOY LLC. A
  FLORIDA LIMITED LIABILITY COMPANY

  	
   

  	
  2609 ILLINOIS STREET

  	
   

  	
  ORLANDO

  	
   

  	
  FL

  	
   

  	
  32803

  	
   

  	
  F

  	
   

  
	
  KENLAND BEND
  NORTH CONDOMINIUM

  	
   

  	
  C/O BONAFIDE MANAGEMENT GRP.INC3100 NW 72ND

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33122

  	
   

  	
  F

  	
   

  



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


97

















 


	
  < PREVIOUS

  	
  Results For Filed
  Compact Debtor Name List Search on Kenja Ventures, Inc

  Use the Previous and Next buttons to display additional search
  results

  	
  NEXT
  >

  



 


	
  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Status

  	
   

  
	
  KEN JERRY

  	
   

  	
  1526 CAIRD WAY

  	
   

  	
  PALM HARBOR

  	
   

  	
  FL

  	
   

  	
  34683

  	
   

  	
  F

  	
   

  
	
  KEMJI GROUP, INC.

  	
   

  	
  3452 LITHIA PINECREST ROAD

  	
   

  	
  BRANDON

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
  F

  	
   

  
	
  KEN JOHNSON &
  SONS, INC.

  	
   

  	
  22845 SW 163 AVENUE

  	
   

  	
  GOULDS

  	
   

  	
  FL

  	
   

  	
  33170

  	
   

  	
  F

  	
   

  
	
  KENJOM, LLC

  	
   

  	
  7613 CAMDEN HARBOR DRIVE

  	
   

  	
  BRADENTON

  	
   

  	
  FL

  	
   

  	
  34212

  	
   

  	
  F

  	
   

  
	
  KEN JONES CERAMIC
  TILE CONTRACTOR INC.

  	
   

  	
  5570 PEDRICK PLANTATION CIRCLE

  	
   

  	
  TALLAHASSEE

  	
   

  	
  FL

  	
   

  	
  32317

  	
   

  	
  F

  	
   

  
	
  KEN JORDAN
  INSURANCE AGENCY, INC.

  	
   

  	
  2499 GLADES ROAD, #311 PALM BEACH

  	
   

  	
  BOCA RATON

  	
   

  	
  FL

  	
   

  	
  33431

  	
   

  	
  F

  	
   

  
	
  KEN JOSEPH, INC.

  	
   

  	
  5140 S STATE ROAD 7

  	
   

  	
  FT LAUDERDALE

  	
   

  	
  FL

  	
   

  	
  33314

  	
   

  	
  F

  	
   

  
	
  KEN JOSEPH, INC.

  	
   

  	
  5140 S STATE ROAD 7

  	
   

  	
  FORT LAUDERDALE

  	
   

  	
  FL

  	
   

  	
  33314

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST INC.

  	
   

  	
  PO BOX 2729

  	
   

  	
  STUART

  	
   

  	
  FL

  	
   

  	
   

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST INC.

  	
   

  	
  5258 SW CHEROKEE ST

  	
   

  	
  PALM CITY

  	
   

  	
  FL

  	
   

  	
  34990

  	
   

  	
  F

  	
   

  
	
  KEN KAR OF THE
  TREASURE COAST INC.

  	
   

  	
  1525 SW MARTIN HIGHWAY

  	
   

  	
  PALM CITY

  	
   

  	
  FL

  	
   

  	
  34990

  	
   

  	
  F

  	
   

  
	
  KENKFSKY TERRLL

  	
   

  	
  3041 LANDMARK BLVD.

  	
   

  	
  PALM HARBOR

  	
   

  	
  FL

  	
   

  	
  34684

  	
   

  	
  F

  	
   

  
	
  KEN KITTRELL,
  INC.

  	
   

  	
  1233 ERIK COURT

  	
   

  	
  ALTAMONTE SPRINGS

  	
   

  	
  FL

  	
   

  	
  32714

  	
   

  	
  F

  	
   

  
	
  KENKO, INC.

  	
   

  	
  12301 CENTRAL AVENUE NE

  	
   

  	
  BLAINE

  	
   

  	
  MN

  	
   

  	
  55434

  	
   

  	
  F

  	
   

  
	
  KENKOV, LLC

  	
   

  	
  140 TONINA COVE

  	
   

  	
  MAITLAND

  	
   

  	
  FL

  	
   

  	
  32751

  	
   

  	
  F

  	
   

  
	
  KENKOV, LLC

  	
   

  	
  324 WILSHIRE BLVD

  	
   

  	
  CASSELBERRY

  	
   

  	
  FL

  	
   

  	
  32707

  	
   

  	
  F

  	
   

  
	
  KENKOY, LLC A
  FLORIDA LIMITED LIABILITY COMPANY

  	
   

  	
  2609 ILLINOIS STREET

  	
   

  	
  ORLANDO

  	
   

  	
  FL

  	
   

  	
  32803

  	
   

  	
  F

  	
   

  
	
  KENLAND BEND
  NORTH CONDOMINIUM

  	
   

  	
  C/O BONAFIDE MANAGEMENT GRP.INC3100 NW 72ND

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33122

  	
   

  	
  F

  	
   

  
	
  KENLAND BEND
  SOUTH CONDOMINIUM, INC.

  	
   

  	
  9050 S.W. 125TH AVENUE

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33186

  	
   

  	
  F

  	
   

  
	
  KENLAND BEND
  SOUTH CONDOMINIUM, INC.

  	
   

  	
  9040 S.W. 125TH AVENUE

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33186

  	
   

  	
  F

  	
   

  



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





Copyright
(C) 2001 Image API, Inc.


 


98

















 


	
  < PREVIOUS

  	
  Results For Filed
  Compact Debtor Name List Search on All My Friends, Inc

  Use the Previous and Next buttons to display additional search
  results

  	
  NEXT
  >

  



 


	
  Name

  	
   

  	
  Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Status

  	
   

  
	
  ALL MY SONS
  MOVING & STORAGE OF BRADENTON, INC.

  	
   

  	
  2850 UNIVERSITY PARKWAY

  	
   

  	
  SARASOTA

  	
   

  	
  FL

  	
   

  	
  34243

  	
   

  	
  F

  	
   

  
	
  ALL MY SONS
  MOVING AND STORAGE OF FT. MYERS, INC.

  	
   

  	
  8869 GREENWOOD PLACE

  	
   

  	
  SAVAGE

  	
   

  	
  MD

  	
   

  	
  20763

  	
   

  	
  F

  	
   

  
	
  ALL MY SONS
  MOVING & STORAGE OF PENSACOLA, INC.

  	
   

  	
  707 E. VERVANTES

  	
   

  	
  PENSACOLA

  	
   

  	
  FL

  	
   

  	
  32501

  	
   

  	
  F

  	
   

  
	
  ALL MY SONS
  MOVING & STORAGE OF WEST PALM BEACH, INC.

  	
   

  	
  7656 BYRON DRIVESTE 2

  	
   

  	
  RIVIERA BEACH

  	
   

  	
  FL

  	
   

  	
  33404

  	
   

  	
  F

  	
   

  
	
  ALL MY SONS MOVING
  & STORAGE OF WEST PALM BEACH, INC.

  	
   

  	
  7657 BYRON DRIVE #B-2

  	
   

  	
  RIVIERA BEACH

  	
   

  	
  FL

  	
   

  	
  33404

  	
   

  	
  F

  	
   

  
	
  ALL-N-1
  IMPROVEMENT, INC.

  	
   

  	
  7644 US 1 SOUTH

  	
   

  	
  ST. AUGUSTINE

  	
   

  	
  FL

  	
   

  	
  32066

  	
   

  	
  F

  	
   

  
	
  ALL NATION PRAISE
  WORSHIP MINISTRIES INC.

  	
   

  	
  108 N MADISON STREET

  	
   

  	
  QUINCY

  	
   

  	
  FL

  	
   

  	
  32351

  	
   

  	
  F

  	
   

  
	
  ALL NATIONS
  REALTY, INC.

  	
   

  	
  18090 COLLINS AVENUESUITE T10

  	
   

  	
  MIAMI

  	
   

  	
  FL

  	
   

  	
  33160

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE GARDEN
  CENTER & PLANT NURSERY INC.

  	
   

  	
  106 2ND STREET

  	
   

  	
  FORT MYERS

  	
   

  	
  FL

  	
   

  	
  33907

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE LLC

  	
   

  	
  33601 KIEFER, LLC

  	
   

  	
  ZEPHYRHILLS

  	
   

  	
  FL

  	
   

  	
  38544

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE LLC

  	
   

  	
  33601 KIEFER RD

  	
   

  	
  ZEPHYRHILLS

  	
   

  	
  FL

  	
   

  	
  33576

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE LLC

  	
   

  	
  33601 KIEFER ROAD

  	
   

  	
  ZEPHYRHILLS

  	
   

  	
  FL

  	
   

  	
  33544

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE LLC

  	
   

  	
  33601 KIEFER ROAD

  	
   

  	
  ZEPHHYRHILLS

  	
   

  	
  FL

  	
   

  	
  33544

  	
   

  	
  F

  	
   

  
	
  ALL NATIVE LLC

  	
   

  	
  PO BOX 1045

  	
   

  	
  SAN ANTONIO

  	
   

  	
  FL

  	
   

  	
  335761045

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL BOTANICALS
  INC.

  	
   

  	
  37953 TANLER ROAD

  	
   

  	
  DADE CITY

  	
   

  	
  FL

  	
   

  	
  33523

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL
  BOTANICALS INC.

  	
   

  	
  8501 N 65TH ST

  	
   

  	
  PINELLAS PARK

  	
   

  	
  FL

  	
   

  	
  33781

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL
  BOTANICALS INC.

  	
   

  	
  8501 N 65TH ST

  	
   

  	
  PINELLAS PARK

  	
   

  	
  FL

  	
   

  	
  33781

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL
  BOTANICALS INCORPORATED

  	
   

  	
  4682 107 CIRCLE N

  	
   

  	
  CLEARWATER

  	
   

  	
  FL

  	
   

  	
  33762

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL
  BOTANICALS INC.

  	
   

  	
  8501 65TH STREET NORTH

  	
   

  	
  PINELLAS PARK

  	
   

  	
  FL

  	
   

  	
  33781

  	
   

  	
  F

  	
   

  
	
  ALL NATURAL
  BOTANICALS INC.

  	
   

  	
  8501 65TH STREET NORTH

  	
   

  	
  PINELLAS PARK

  	
   

  	
  FL

  	
   

  	
  33781

  	
   

  	
  F

  	
   

  



 


Home ||
Search || Fees || Forms || FAQ’s || Help || Debit


 





 


Copyright
(C) 2001 Image API, Inc.


 


99

















 


Harry T. Heizer,
Jr., P.A.

Attorneys at Law

Post Office Box 3928

Irmo, South Carolina 29063


 


	
  Harry T. Heizer, Jr.

  	
  Sandra D. Hebert

  
	
  6300 St. Andrews Rd., Ste. C

  	
  TELEPHONE:
  (803) 750-6455

  
	
  Columbia, South Carolina 29212

  	
  FAX:
  (803) 750-6457

  



 


October 29, 2007


 


VCG
Holding Corp.

390 Union St., Suite 540

Lakewood, CO 80228


 


RE:         Kenja
Ventures, Inc., a Florida Corporation


 


Ladies
and Gentlemen:


 


We
have acted as counsel to Kenja Ventures, Inc., a Florida Corporation (the “Company”)
in connection with the sale of the stock of the Company as more particularly
described in a Stock Purchase Agreement dated the date hereof among the
Company, certain others and VCG Holding (the “Purchase Agreement”). This
opinion is provided to you at the request of the Company pursuant to the terms
of the Purchase Agreement. Except as otherwise defined herein, capitalized
terms contained in this opinion have the same meanings as set forth in the
Purchase Agreement.


 


In
Rendering this opinion, we have examined and relied upon originals or copies of
such records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for this opinion. In such examination, we have assumed the genuineness of
all signatures, the legal capacity of all individual signatories, the
authenticity of all documents submitted to us as originals, the conformity to originals
of documents submitted to us as copies, and the authenticity of the originals
of such documents.


 


As
to questions of fact material to this opinion, we have relied without
independent verification upon representations contained in certificates of officers
of the Company and public officials.


 


Based
upon the foregoing, and subject to the qualifications set forth below, we are
of the opinion that:


 


1.                          The
Company is a corporation validly existing and in good standing under the laws
of the State of Florida.


 


2.                          The
Company has the corporate power to perform its obligations under the Purchase


 


100

















 


Agreement.


 


3.                          All
necessary corporate action has been taken to authorize the execution, delivery
and performance of the Purchase Agreement by the Company and the Purchase
Agreement has been duly executed and delivered by the Company.


 


This
opinion is intended for use by you in connection with the Purchase Agreement
and is not to be relied upon by any other person or in any other context.


 


With
kindest personal regards, I remain,


 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Harry T. Heizer

  	
   

  
	
   

  	
  Harry T. Heizer, Jr.

  	
   

  



 


HTH/dsm


 


101

















 


Harry T. Heizer,
Jr., P.A.

Attorneys at Law

Post Office Box 3928

Irmo, South Carolina 29063


 


 


	
  Harry T. Heizer, Jr.

  	
  Sandra D. Hebert

  
	
  6300 St. Andrews Rd., Ste. C

  	
  TELEPHONE:
  (803) 750-6455

  
	
  Columbia, South Carolina 29212

  	
  FAX:
  (803) 750-6457

  



 


October 29, 2007


 


VCG
Holding Corp.

390 Union St., Suite 540

Lakewood, CO 80228


 


RE:         Kenja, II,
Inc., a Florida Corporation


 


Ladies
and Gentlemen:


 


We
have acted as counsel to Kenja, II, Inc., a Florida Corporation (the “Company”)
in connection with the sale of the stock of the Company as more particularly
described in a Stock Purchase Agreement dated the date hereof among the
Company, certain others and VCG Holding (the “Purchase Agreement”). This
opinion is provided to you at the request of the Company pursuant to the terms
of the Purchase Agreement. Except as otherwise defined herein, capitalized
terms contained in this opinion have the same meanings as set forth in the
Purchase Agreement.


 


In
Rendering this opinion, we have examined and relied upon originals or copies of
such records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as a
basis for this opinion. In such examination, we have assumed the genuineness of
all signatures, the legal capacity of all individual signatories, the authenticity
of all documents submitted to us as originals, the conformity to originals of
documents submitted to us as copies, and the authenticity of the originals of
such documents.


 


As
to questions of fact material to this opinion, we have relied without
independent verification upon representations contained in certificates of
officers of the Company and public officials.


 


Based
upon the foregoing, and subject to the qualifications set forth below, we are
of the opinion that:


 


1.                          The
Company is a corporation validly existing and in good standing under the laws
of the State of Florida.


 


2.                          The
Company has the corporate power to perform its obligations under the Purchase
Agreement.


 


102

















 


3.                          All
necessary corporate action has been taken to authorize the execution, delivery
and performance of the Purchase Agreement by the Company and the Purchase
Agreement has been duly executed and delivered by the Company.


 


This
opinion is intended for use by you in connection with the Purchase Agreement
and is not to be relied upon by any other person or in any other context.


 


With
kindest personal regards, I remain,


 


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Harry T. Heizer

  	
   

  
	
   

  	
  Harry T. Heizer, Jr.

  	
   

  



 


HTH/dsm


 


103

















 


SCHEDULE 5.3


 


DUE DILIGENCE LIST


 


This
provision has been waived by the Buyer


 


	
    /s/ KW

  	
   

  	
    /s/ KW

  	
   

  	
    /s/ MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


104

















 


SCHEDULE 5.8


CERTIFICATION OF SHAREHOLDER


 


105

















 


CERTIFICATION OF SELLING EQUITYHOLDER


REQUIRED BY SECTION 5.8


 


Gregory
Kenwood Gaines, the sole and only shareholder in Kenja II, Inc., a Florida
Corporation, and Kenja Ventures, Inc., a Florida Corporation does hereby
certify, represent and warrant that as of the date of closing:


 


1.               The
representations and warranties of Seller and Seller Equityholder contained in
Article 8 and elsewhere in the Purchase Agreement and all related documents are
true and correct as of the Closing.


 


2.               That
Seller Equityholders shall have in all respects performed and complied with all
covenants, agreements, and conditions that the Purchase Agreement requires, and
with all other related documents to be performed or complied with before or at
the Closing.


 


3.               That
Seller Equityholders have executed and delivered the Noncompetition Agreements,
the Waivers, the Forms W-9 referred to in Section 8.22(e), and the Certificates
of Non-foreign Status referred to in Section 11.3.


 


4.               That
any buy-sell agreements exist between any parties relative to the shares being
sold in Sellers they have been terminated.


 


5.               Seller
has not incurred, or been threatened with, a material liability or casualty
that would materially impair the value of it assets or the assets of the
Business owned by Sellers.


 


6.               Seller
Equityholders  has delivered to Buyer
certificates representing all of the Purchased Equity Interests registered in
the name of the Seller Equityholders (without any restrictive legend. Following
the closing, Buyer shall have good and marketable title to 100% of the
outstanding shares in each of the Sellers.


 


7.               Seller
Equityholders, who are also the sole officers of Sellers, waive, release anad
asserts that it has no claim, as appropriate, against the Sellers for unpaid
dividends, bonuses, profit sharing, rights, or other claims of any kind,
nature, or description and to the extent any such claims exist, Seller
Equityholder waives, releases, and discharges all such claims, against Sellers
and Buyers.


 


 


	
  Dated this 29th day of October, 2007

  	
   

  	
  /s/ Gregory Kenwood Gaines

  	
   

  
	
   

  	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
   

  	
  Seller
  Equityholder

  



 


106

















 


OFFICER RESIGNATIONS


 


107

















 


RESIGNATION OF OFFICER AND DIRECTOR


 


Gregory
Kenwood Gaines, the sole officer, director, and shareholder in Kenja II, Inc.,
a Florida Corporation, does hereby resign, effective as of the date of
execution of this Agreement, from any and all offices held by him in Kenja II,
Inc., and further resigns as a director.


 


 


	
  Dated:  October 29, 2007

  	
   

  	
    /s/ Gregory Kenwood Gaines

  	
   

  
	
   

  	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
   

  	
  Sole Officer
  and Director

  



 


108

















 


RESIGNATION OF OFFICER AND DIRECTOR


 


Gregory
Kenwood Gaines, the sole officer, director, and shareholder in Kenja Ventures,
Inc., a Florida Corporation, does hereby resign, effective as of the date of
execution of this Agreement, from any and all offices held by him in Kenja
Ventures, Inc., and further resigns as a director.


 


 


	
  Dated:  October
  29, 2007

  	
   

  	
    /s/ Gregory Kenwood Gaines

  	
   

  
	
   

  	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
   

  	
  Sole Officer
  and Director

  



 


109

















 


SCHEDULE 7.4


 


LIEN SEARCH


 


110
















 


DPPA-1. Litigation

GLBA - 1. Fraud Prevention or Detection


 


Name Variations/DBAs (3) | Telephone #s (1) |
Addresses (3) | Profile Info (9)

Bankruptcies | Judgments & Liens (1) | Real Property | Additional Property

Licenses (1) | Associated Entities (6) | Sources (22)


 


FOR INFORMATIONAL PURPOSES
ONLY

Copyright 2005 LexisNexis,

a division of Reed Elsevier Inc.  All
Rights Reserved


 


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  Phone

  	
   

  
	
  PLATINUM PLUS

  	
   

  	
  362 JACOB RD

  COLUMBIA, SC 29210-8017

  	
   

  	
  RICHLAND

  	
   

  	
  (803 731-0555)

  	
   

  



 


Name
Variations


 


	
  Name Variation(s) / DBA(s)

  	
  View Name
  Variation Sources

  



 


	
  #

  	
   

  	
  Name Variations

  	
   

  
	
  1.

  	
   

  	
  ALL MY
  FRIENDS, INC.

  	
   

  
	
  2.

  	
   

  	
  ALL YOUR
  FRIENDS, INC.

  	
   

  
	
  3.

  	
   

  	
  PLATINUM
  PLUS

  	
   

  



 


Telephones


 


	
  Telephone(s)

  	
   

  	
  Telephones (1) 

  View Phone Variation Sources

  



 


	
  #

  	
   

  	
  Telephone Number

  	
   

  
	
  1.

  	
   

  	
  (803) 731-0555

  	
   

  



 


Addresses


 


	
  Address Variation(s)

  	
  View Address
  Variation Sources

  	
   

  



 


	
  #

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  MSA

  	
   

  	
  Actions

  	
   

  
	
  1.

  	
   

  	
  362 JACOB RD

  COLUMBIA, SC 29210

  	
   

  	
  RICHLAND

  	
   

  	
  Columbia, SC
  - 1760

  	
   

  	
  Get Report

  	
   

  
	
  2.

  	
   

  	
  7565 W 20TH
  AVE

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL -
  5000

  	
   

  	
  Get Report

  	
   

  
	
  3.

  	
   

  	
  66 W FLAGLER
  ST 700

  MIAMI, FL 33130

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL -
  5000

  	
   

  	
  Get Report

  	
   

  



 


Profiles


 


 


	
  Profile Information

  	
  Profile (2) |
  Executives (4) | Reg. Agents(2) | Company

  IDs(l) 

  View Profile Sources

  



 


	
  1. ALL MY FRIENDS, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  ALL MY FRIENDS, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  07  08  1986

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  



 


111

















 


	
  Charter
  Number:

  	
   

  	
  M36477

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  
	
  2. ALL YOUR FRIENDS INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  ALL YOUR FRIENDS, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  21 01 1993

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  P93000006088

  
	
  Status
  Of Incorporation:

  	
   

  	
  INACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  



 


Executive(s)


 


	
  #

  	
   

  	
  Name

  	
   

  	
  Titles

  	
   

  	
  Actions

  	
   

  
	
  1.

  	
   

  	
  BRIDGES,
  CHARLES

  	
   

  	
  PRESIDENT

  	
   

  	
  Get Report

  	
   

  
	
  2.

  	
   

  	
  JONE, AL

  	
   

  	
  MANAGER

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  RODRIGUEZ,
  JOSE R

  	
   

  	
  DIRECTOR

  	
   

  	
  Get Report

  	
   

  
	
  4.

  	
   

  	
  WOOD, KEN

  	
   

  	
  OWNER,
  PRESIDENT

  	
   

  	
   

  	
   

  



 


	
  Registered Agent(s)

  	
  View Registered
  Agent Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Address

  
	
  1.

  	
   

  	
  NEWMAN
  FRANKLIN D

  	
   

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130-1885

  
	
  2.

  	
   

  	
  CHARLES
  BRIDGES

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  



 


	
  Company ID Numbers

  	
  View Company ID
  Numbers Sources

  



 


	
  Company ID Number

  	
   

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  59-2838398

  	
   

  
	
  State ID(s):

  	
   

  	
  FL, M36477

  FL, P93000006088

  	
   

  



 


Judgments/Liens


 


	
  Lien Information

  	
  Liens (1)

  



 


	
  1. UCC Record

  
	
  Debtor 1

  
	
  Name:

  	
  ALL MY FRIENDS, INC.

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130

  MIAMI, FL 33130-1885

  
	
  Debtor 2

  
	
  Name:

  	
  ALLMY FRIENDS, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130

  MIAMI, FL 33130-1885

  
	
  Debtor 3

  
	
  Name:

  	
  TREASURE ISLAND, INC.

  



 


112

















 


	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130

  MIAMI, FL 33130-1885

  
	
  Debtor 4

  
	
  Name:

  	
  TREASURE ISLAND, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130

  MIAMI, FL 33130-1885

  
	
  Secured Party 1

  
	
  Name:

  	
  JOSE R, RODRIGUEZ

  
	
  Addresses:

  	
  5527 WOODLAND LN

  FORT LAUDERDALE, FL 33312

  FORT LAUDERDALE, FL 33312-6249

  
	
  Secured Party 2

  
	
  Name:

  	
  RODRIGUEZ, JOSE R.

  
	
  Addresses:

  	
  5527 WOODLAND LN

  FORT LAUDERDALE, FL 33312

  FORT LAUDERDALE, FL 33312-6249

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  12/10/2001

  
	
  Original
  Filing Number:

  	
  200190522532

  



 


Licenses


 


 


	
  Professional Licenses

  	
  View
  Professional License Sources

  



 


	
  1. FL Professional License

  	
   

  
	
  State:

  	
  FL

  



 


Associated
Entities


 


	
  Person
  Associates

  	
  Person
  Associates (4) | Business Associates (2)

  View Person Associate Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Title(s)

  	
   

  	
  Address

  	
   

  	
  Actions

  	
   

  
	
  1.

  	
   

  	
  BRIDGES,
  CHARLES

  	
   

  	
  PRESIDENT

  	
   

  	
  7565 W 20TH
  AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  Get Report

  	
   

  
	
  2.

  	
   

  	
  JONE, AL

  	
   

  	
  MANAGER

  	
   

  	
  362 JACOB RD

  COLUMBIA, SC 29210-

  8017

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  RODRIGUEZ,
  JOSE R

  	
   

  	
  DIRECTOR
  VICE

  PRESIDENT TREASURER

  	
   

  	
  73 E LAGOONA
  DR

  BRICKTOWN, NE

  	
   

  	
  Get Report

  	
   

  
	
  4.

  	
   

  	
  WOOD, KEN

  	
   

  	
  OWNER
  PRESIDENT

  	
   

  	
  362 JACOB RD

  COLUMBIA, SC 29210-

  8017

  	
   

  	
   

  	
   

  



 


Business
Associates


 


 


	
  #

  	
   

  	
  Full Name 

  	
   

  	
  Address

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  RODRIGUEZ JOSE R.

  	
   

  	
  5527 WOODLAND LN 

  FT LAUDERDALE. FL 33312-6249

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  TREASURE ISLAND, INC.

  	
   

  	
  66 W FLAGLER ST STE 700

  	
   

  	
  Get Re-

  



 


113

















 


	
   

  	
   

  	
   

  	
   

  	
  MIAMI, FL 33130-1885

  	
   

  	
  port

  



Sources


 


Sources


 


	
  All
  Sources

  	
   

  	
  22 Source Documents

  
	
  Business
  Finder

  	
   

  	
  8 Source Documents

  
	
  Dun
  & Bradstreet

  	
   

  	
  1 Source Document

  
	
  Corporate
  Filings

  	
   

  	
  2 Source Documents

  
	
  UCC
  Lien Filings

  	
   

  	
  1 Source Document

  
	
  Business
  Contacts

  	
   

  	
  9 Source Documents

  
	
  Professional
  Licenses

  	
   

  	
  1 Source Document

  



 


Important: The Public
Records and commercially available data sources used in Smartlinx(TM) Reports
have errors. Data is sometimes entered poorly, processed incorrectly and is
generally not free from defect. This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies, it
should be independently verified. For Secretary of State documents, the
information contained in the Smartlinx(TM) Reports is for information purposes
only and is not an official record. Certified copies may be obtained from that
individual state’s Department of State.


 


114

















 


DPPA - 1. Litigation

GLBA - 1. Fraud Prevention or Detection


 


Name Variations/DBAs (10) | Telephone #s (2) |
Addresses (6) | Profile Info (12) 

Bankruptcies | Judgments & Liens (8) | Real Property (3) | Additional
Property (8)

Licenses | Associated Entities (16) | Sources (78)


 


FOR INFORMATIONAL PURPOSES
ONLY

Copyright 2005 LexisNexis, 

a division of Reed Elsevier Inc. All Rights Reserved


 


 


	
  Name 

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  Phone

  
	
  PLATINUM PLUS COCKTAIL
  LOUNGE

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  MIAMI-DADE

  	
   

  	
  (305) 558-2221

  



 


Name Variations


 


	
  Name Variation(s)/DBA(s)

  	
  View Name
  Variation Sources

  



 


	
   

  	
   

  	
  Name Variations

  	
   

  
	
  1.

  	
   

  	
  D/B/A TREASURE ISLAND RESTAURANT

  	
   

  
	
  2.

  	
   

  	
  KENJA II, INC.

  	
   

  
	
  3.

  	
   

  	
  KENJA VENTURE, INC.

  	
   

  
	
  4.

  	
   

  	
  PLATIMUM PLUS

  	
   

  
	
  5.

  	
   

  	
  PLATINIUM PLUS

  	
   

  
	
  6.

  	
   

  	
  PLATINUM PLUS

  	
   

  
	
  7.

  	
   

  	
  PLATINUM PLUS COCKTAIL LOUNGE

  	
   

  
	
  8.

  	
   

  	
  PLATINUM PLUS LOUNGE

  	
   

  
	
  9.

  	
   

  	
  TREASURE ISLAND INC CO

  	
   

  
	
  10.

  	
   

  	
  TREASURE ISLAND RESTAURANT

  	
   

  



 


Telephones


 


	
  Telephone(s)

  	
  Telephones (2)

  View Phone Variation Sources

  



 


	
   

  	
   

  	
  Telephone Number

  	
   

  
	
  1.

  	
   

  	
  (305) 558-2221

  	
   

  
	
  2.

  	
   

  	
  (803) 731-0555

  	
   

  



 


Addresses


 


 


	
  Address Variation(s) 

  	
  View Address
  Variation Sources

  



 


	
   

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  MSA

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  800 BUSH RIVER RD

  COLUMBIA, SC 29210

  	
   

  	
  RICHLAND

  	
   

  	
  Columbia, SC - 1760

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  800 BUSH RIVER RD B

  COLUMBIA, SC 29210

  	
   

  	
  RICHLAND

  	
   

  	
  Columbia, SC - 1760

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  7565 W 20TH AVE 66  ST 66 700

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  



 


115

















 


	
  5.

  	
   

  	
  66 W FLAGLER ST

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  
	
  6.

  	
   

  	
  66  W FLAGLER ST 700

  MIAMI, FL 33130

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  



 


Profiles


 


	
  Profile Information

  	
  Profile (3) |
  Executives (4) | Reg. Agents(2) | Industry

  Numbers (2) | Company IDs (1)

  View Profile Sources

  



 


	
  1. KENJA II, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  KENJA II, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  12 01 1987

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M44682

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  
	
  2. KENJA VENTURE, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  KENJA VENTURE, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  07 08 1986

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M36477

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  
	
  3. TREASURE ISLAND, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  TREASURE ISLAND, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  12 01 1987

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M44682

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  



 


Executive(s)


 


	
  #

  	
   

  	
  Name

  	
   

  	
  Titles

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  BRIDGES, CHARLES

  	
   

  	
  FINANCE EXECUTIVE, HUMAN RESOURCES EXECUTIVE, OWNER,
  PRESIDENT, SALES EXECUTIVE

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  GAINES, GREGORY K

  	
   

  	
  DIRECTOR, PRESIDENT

  	
   

  	
   

  
	
  3.

  	
   

  	
  LASKEY, THOMAS M

  	
   

  	
  OWNER

  	
   

  	
   

  
	
  4.

  	
   

  	
  RODRIGUEZ, JOSE R

  	
   

  	
  DIRECTOR

  	
   

  	
  Get Report

  



 


	
  Registered Agent(s) 

  	
  View Registered Agent Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Address

  
	
  1.

  	
   

  	
  BRIDGES CHARLES G

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  
	
  2.

  	
   

  	
  HAROLD F PURNELL

  	
   

  	
  215 S MONROE ST

  TALLAHASSEE, FL 32301-1839

  



 


	
  Industry Information

  	
  View Industry
  Information Sources

  



 


116

















 


	
  Industry Numbers

  	
   

  	
   

  
	
  SIC
  Codes:

  	
   

  	
  5813 DRINKING PLACES

  5947 GIFT, NOVELTY, & SOUVENIR SHOPS

  



 


	
  Company ID Numbers

  	
  View Company ID
  Numbers Sources

  



 


	
  Company ID Numbers

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  59-2816767

  59-2838398

  
	
  State
  ID(s):

  	
   

  	
  FL, M36477

  FL, M44682

  



 


Judgments/Liens


 


	
  Lien Information

  	
  Liens (8)

  



 


	
  1. UCC Record

  	
   

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
   

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  Z-M LEASING CORP

  
	
  Addresses:

  	
   

  	
  151 ROUTE 59 

  AIRMONT, NY 10952 

  AIRMONT, NY 10952-3628

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  06/20/1988

  
	
  Original
  Filing Number:

  	
   

  	
  001880101693

  
	
   

  	
   

  	
   

  
	
  2. UCC Record

  	
   

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
   

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  Z-M LEASING CORP

  
	
  Addresses:

  	
   

  	
  151 ROUTE 59 

  AIRMONT, NY 10952 

  AIRMONT, NY 10952-3628

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  08/15/1988

  
	
  Original
  Filing Number:

  	
   

  	
  001880135759

  
	
   

  	
   

  	
   

  
	
  3. UCC Record

  	
   

  	
   

  
	
  Debtor 1

  
	
  Name:

  	
   

  	
  ALL MY FRIENDS, INC.

  
	
  Addresses:

  	
   

  	
  66  W FLAGLER ST STE 700 

  MIAMI, FL 33130

  



 


117

















 


	
   

  	
  MIAMI, FL 33130-1885

  
	
  Debtor 2

  
	
  Name:

  	
  ALLMY FRIENDS, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130

  MIAMI, FL 33130-1885

  
	
  Debtor 3

  
	
  Name:

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130 

  MIAMI, FL 33130-1885

  
	
  Debtor 4

  
	
  Name:

  	
  TREASURE ISLAND, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
  66 W FLAGLER ST STE 700 

  MIAMI, FL 33130 

  MIAMI, FL 33130-1885

  
	
  Secured Party 1

  
	
  Name:

  	
  JOSE R, RODRIGUEZ

  
	
  Addresses:

  	
  5527 WOODLAND LN 

  FORT LAUDERDALE, FL 33312 

  FORT LAUDERDALE, FL 33312-6249

  
	
  Secured Party 2

  
	
  Name:

  	
  RODRIGUEZ, JOSE R.

  
	
  Addresses:

  	
  5527 WOODLAND LN 

  FORT LAUDERDALE, FL 33312 

  FORT LAUDERDALE, FL 33312-6249

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  12/10/2001

  
	
  Original
  Filing Number:

  	
  200190522532

  
	
   

  	
   

  
	
  4. UCC Record

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  CIT TECHNOLOGY FINANCING SERVICES, INC.

  
	
  Addresses:

  	
  4600 TOUCHTON RD E BLDG 100 

  JACKSONVILLE, FL 32246 

  JACKSONVILLE, FL 32246-8299

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  06/25/2004

  
	
  Original
  Filing Number:

  	
  200407263576

  
	
   

  	
   

  
	
  5. UCC Record

  	
   

  
	
  Debtor 1

  
	
  Name:

  	
  TREASURE ISLAND INC.

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  



 


118

















 


	
  Debtor 2

  
	
  Name:

  	
  TREASURE ISLAND RESTAURANT

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  REX LEASING CORPORATION

  
	
  Addresses:

  	
  2270 NW 23RD ST 

  MIAMI, FL 33142 

  MIAMI, FL 33142-8484

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  09/11/1995

  
	
  Original
  Filing Number:

  	
  950000182679

  
	
   

  	
   

  
	
  6. UCC Record

  	
   

  
	
  Debtor 1

  
	
  Name:

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Debtor 2

  
	
  Name:

  	
  TREASURE ISLAND RESTAURANT

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  REX LESING CORPORATION

  
	
  Addresses:

  	
  2270 NW 23RD ST 

  MIAMI, FL 33142 

  MIAMI, FL 33142-8484

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  09/12/1995

  
	
  Original
  Filing Number;

  	
  950000182679

  
	
   

  	
   

  
	
  7. UCC Record

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  ORIX CREDIT ALLIANCE, INC.

  
	
  Addresses:

  	
  1625 NW AMBERGLEN PKWY STE 100 

  BEAVERTON, OR 97006 

  BEAVERTON, OR 97006-6908

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  12/06/1995

  
	
  Original
  Filing Number:

  	
  950000244385

  
	
   

  	
   

  
	
  8. UCC Record

  	
   

  



 


119

















 


	
  Debtor Information

  
	
  Name:

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  LCOA INC

  
	
  Addresses:

  	
  340 E BIG BEAVER RD # 560 

  TROY, MI 48083 

  TROY, MI 48083-1218

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  04/19/1999

  
	
  Original
  Filing Number:

  	
  990000084260

  



 


Real
Property


 


	
  Real Property Assets

  	
  View Property
  Assets Sources

  



 


	
  1. Property Record

  
	
  County/FIPS:

  	
  MIAMI-DADE

  
	
  Assessor’s
  Parcel Number:

  	
  04-2026-001-0512

  
	
  Record
  Type:

  	
  ASSESSOR

  
	
  Book
  Page:

  	
  018030004166

  
	
  Subdivision
  Name:

  	
  CHAMBERS LAND COMPANY SUB IN SEC 26

  
	
  Land
  Size:

  	
  30056

  
	
  Legal
  Description:

  	
  26 52 40 .69 AC M/L SUB OF PB 2-68 BEG 25FTS OF NE
  COR LOT 13 WLY160FT SLY190.14FT ELY60FT SELY ARC DIST 110.22FT NLY185FT

  
	
  Tax
  Year:

  	
  2001

  
	
  Tax
  Amount:

  	
  $104.99

  
	
  Total
  Market Value:

  	
  $30,056

  
	
  Land
  Market Value:

  	
  $30, 056

  
	
  Market
  Improvement Value:

  	
  $0

  
	
  2. Property Record

  	
   

  
	
  County/FIPS:

  	
  MIAMI-DADE

  
	
  Assessor’s
  Parcel Number:

  	
  04-2026-001-0512

  
	
  Record
  Type:

  	
  ASSESSOR

  
	
  Book
  Page:

  	
  000000000000

  
	
  Subdivision
  Name:

  	
  CHAMBERS LAND COMPANY SUB IN SEC 26

  
	
  Land
  Size:

  	
  30056

  
	
  Legal
  Description:

  	
  26 52 40 .69 AC M/L SUB OF PB 2-68 BEG 25FTS OF NE
  COR LOT 13 WLY160FT SLY190.14FT ELY60FT SELY ARC DIST 110.22FT NLY185FT

  
	
  Tax
  Year:

  	
  1999

  
	
  Tax
  Amount:

  	
  $98.02

  
	
  Total
  Market Value:

  	
  $4,323

  
	
  Land
  Market Value:

  	
  $4,323

  
	
  Market
  Improvement Value:

  	
   

  	
  $0

  
	
  3. Property Record

  	
   

  
	
  County/FIPS:

  	
  DADE

  



 


120

















 


	
  Seller:

  	
  ROYAL GROUP INVESTMENTS INC

  
	
  Assessor’s Parcel Number:

  	
  0420260010512

  
	
  Sale Price:

  	
  $500

  
	
  Record Type:

  	
  DEED

  
	
  Book Page:

  	
   

  	
  018246003143

  
	
  Land Use:

  	
  LAND (UNIMPROVED)

  
	
  Document Type:

  	
  QUIT CLAIM DEED

  
			



 


	
  Additional
  Property

   

  Motor Vehicles

  	
  Motor Vehicles (8)

  View Motor Vehicle Sources

  
	
  Florida
  MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration Expiration
  Date:

  	
  03/31/2003

  
	
  Title Information

  
	
  Title Number:

  	
  0083354996

  
	
  Title Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28RX1LJ09572

  
	
  Model Year:

  	
  2001

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle Use:

  	
  Long Term Lease

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  License Plate Number:

  	
  U58HSB

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  FORD CREDIT TITLING
  TRUST

  
	
  Owner Address:

  	
  PO BOX 105704

  ATLANTA, 30348-5704

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration Expiration
  Date:

  	
  03/31/2004

  
	
  Title Information

  
	
  Title Number:

  	
  0087382533

  
	
  Title Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R53LJ28033

  
	
  Model Year:

  	
  2003

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  



 


121

















 


	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  License Plate Number:

  	
  U58HSB

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  FORD CREDIT TITLING
  TRUST

  
	
  Owner Address:

  	
  PO BOX 105704

  ATLANTA, 30348-5704

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  
	
  Registration Information

  
	
  Registration Expiration
  Date:

  	
  06/30/2005

  
	
  Title Information

  
	
  Title Number:

  	
  0089935210

  
	
  Title Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  License Plate Number:

  	
  X13CTZ

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  TREASURE ISLAND INC

  
	
  Owner Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration Expiration
  Date:

  	
  06/30/2005

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  



 


122

















 


	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  License Plate Number:

  	
  X13CTZ

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC.

  
	
  Registrant Address:

  	
  20TH

  HIALEAH, FL 33014-3728

  
	
  Florida
  MVR’s

  	
   

  
	
  Title Information

  
	
  Title Number:

  	
  0089935210

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  TREASURE ISLAND INC.

  
	
  Owner Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  
	
  Registration Information

  
	
  Registration Expiration
  Date:

  	
  06/30/2006

  
	
  Title Information

  
	
  Title Number:

  	
  0092161447

  
	
  Title Status:

  	
  Transfer

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport
  Utility

  
	
  License Plate Number:

  	
  P966UP

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  ADAMANY 

  	
  JEROM

  	
  LOUIS

  
	
  Owner Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Owner DOB:

  	
  04  12  1968

  
	
  Owner SSN:

  	
  527-33-XXXX

  



 


123

















 


	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  KENJA II

  
	
  Owner
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  ADAMANY JEROM LOUIS

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Registrant
  DOB:

  	
  04 12 1968

  
	
  Registrant
  SSN:

  	
  527-33-XXXX

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  KENJA II

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida MVR’s

  	
   

  
	
  Title Information

  
	
  Title
  Number:

  	
  0092161447

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model
  Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine
  Size:

  	
  330

  
	
  Body
  Style:

  	
  4 Dr Wagon Sport Utility

  
	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  BRIDGES CHARLES GENE

  
	
  Owner
  Address:

  	
  THOROUGHBRED

  SOUTHWEST RANCHES, 33330-2403

  
	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  TREASURE ISLAND INC.

  
	
  Owner
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  06/30/2006

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model
  Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine
  Size:

  	
  330

  
	
  Body
  Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License
  Plate Number:

  	
  X13CTZ

  



 


124

















 


	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  CHARLES GENE BRIDGES

  
	
  Registrant
  Address:

  	
  THOROUGHBRED

  SOUTHWEST RANCHES, FL 33330-2403

  
	
  Registrant
  DOB:

  	
  10 02 1940

  
	
  Registrant
  SSN:

  	
  237-56-XXXX

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  TREASURE ISLAND INC.

  
	
  Registrant
  Address:

  	
  20TH 

  HIALEAH, FL 33014-3728

  



 


	
  Associated Entities

  	
   

  
	
   

  	
  Person
  Associates (9) | Business Associates (7)

  
	
  Person Associates

  	
  View Person
  Associate Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Title(s)

  	
   

  	
  Address

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  BRIDG E, S

  	
   

  	
  CHARLE

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  2.

  	
   

  	
  BRIDGES, CHARLES

  	
   

  	
  FINANCE EXECUTIVE 

  HUMAN RESOURCES EXECUTIVE 

  OWNER 

  PRESIDENT 

  SALES EXECUTIVE

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  ESPINOSA, CARLOS

  	
   

  	
  DOMAIN TECHNICAL CONTACT

  	
   

  	
  341 NW 135TH AVE

  MIAMI, FL 33182-1948

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  GAINES, GREGORY K

  	
   

  	
  DIRECTOR

  PRESIDENT

  PTSD

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  5.

  	
   

  	
  GALARDI, DINO

  	
   

  	
  DOMAIN ADMINISTRATIVE CONTACT

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  6.

  	
   

  	
  LASKEY, THOMAS M

  	
   

  	
  OWNER

  	
   

  	
  800 BUSH RIVER RD

  COLUMBIA, SC 29210-

  7515

  	
   

  	
   

  
	
  7.

  	
   

  	
  R, RODRIGUEZ J

  	
   

  	
  VP-TREASUR

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  8.

  	
   

  	
  RODRIGUEZ, JOSE R

  	
   

  	
  DIRECTOR

  VICE PRESIDENT TREASURER

  	
   

  	
  73 E LAGOONA DR

  BRICKTOWN, NE

  	
   

  	
  Get Report

  
	
  9.

  	
   

  	
  TREASURE, ISLAND

  	
   

  	
   

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
   

  



 


	
  Business Associates

  



 


	
  #

  	
   

  	
  Full Name

  	
   

  	
  Address

  	
   

  	
  Actions

  
	
  l.

  	
   

  	
  ALL MY FRIENDS, INC.

  	
   

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130-1885

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  CIT TECHNOLOGY FINANCING SERVICES, INC.

  	
   

  	
  4600 TOUCHTON RD E BLDG 100

  JACKSONVILLE, FL 32246-8299

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  LCOA INC

  	
   

  	
  340 E BIG BEAVER RD STE 560

  TROY, MI 48083-1218

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  ORIX CREDIT ALLIANCE, INC.

  	
   

  	
  1625 NW AMBERGLEN PKWY STE 100

  	
   

  	
  Get Re-

  



 


125

















 


	
  5.

  	
   

  	
  REX LESING CORPORATION

  	
   

  	
  BEAVERTON, OR 97006-6908

  	
   

  	
  port

  
	
  6.

  	
   

  	
  RODRIGUEZ JOSE R.

  	
   

  	
  2270 NW 23RD ST

  MIAMI, FL 33142-8484

  	
   

  	
  Get Report

  
	
  7.

  	
   

  	
  TREASURE ISLAND RESTAURANT

  	
   

  	
  5527 WOODLAND LN

  FT LAUDERDALE, FL 33312-6249

  	
   

  	
  Get Report

  
	
   

  	
   

  	
   

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  Get Report

  



 


Sources


 


Sources


 


	
  All
  Sources

  	
  78 Source Documents

  
	
  Business
  Finder

  	
  15 Source Documents

  
	
  Dun
  & Bradstreet

  	
  1 Source Document

  
	
  Corporate
  Filings

  	
  5 Source Documents

  
	
  UCC
  Lien Filings

  	
  8 Source Documents

  
	
  Business
  Contacts

  	
  34 Source Documents

  
	
  Property

  	
  3 Source Documents

  
	
  Internet
  Domain Registrations

  	
  1 Source Document

  
	
  Motor
  Vehicle Registrations

  	
  8 Source Documents

  
	
  Experian
  Business Reports

  	
  3 Source Documents

  



 


Important: The Public Records
and commercially available data sources used in Smartlinx(TM) Reports have
errors. Data is sometimes entered poorly, processed incorrectly and is
generally not free from defect. This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies, it
should be independently verified. For Secretary of State documents, the
information contained in the Smartlinx(TM) Reports is for information purposes
only and is not an official record. Certified copies may be obtained from that
individual state’s Department of State.


 


126
















 


DPPA - 1. Litigation

GLBA - 1. Fraud Prevention or Detection


 


Name Variations/DBAs (10) | Telephone #s (2) |
Addresses (6) | Profile Info (12)

Bankruptcies | Judgments & Liens (8) | Real Property (3) | Additional
Property (8)

Licenses | Associated Entities (16) | Sources (78)


 


FOR INFORMATIONAL PURPOSES
ONLY

Copyright 2005 LexisNexis,
  a division of Reed Elsevier Inc. All
Rights Reserved


 


	
  Name

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  Phone

  
	
  PLATINUM PLUS
  COCKTAIL LOUNGE

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  MIAMI-DADE

  	
   

  	
  (305) 558-2221

  



 


Name
Variations


 


	
  Name Variation(s)/DBA(s)

  	
  View Name
  Variation Sources

  



 


	
  #

  	
   

  	
  Name Variations

  
	
  1.

  	
   

  	
  D/B/A TREASURE ISLAND RESTAURANT

  
	
  2.

  	
   

  	
  KENJA II, INC.

  
	
  3.

  	
   

  	
  KENJA VENTURE, INC.

  
	
  4.

  	
   

  	
  PLATIMUM PLUS

  
	
  5.

  	
   

  	
  PLATINIUM PLUS

  
	
  6.

  	
   

  	
  PLATINUM PLUS

  
	
  7.

  	
   

  	
  PLATINUM PLUS COCKTAIL LOUNGE

  
	
  8.

  	
   

  	
  PLATINUM PLUS LOUNGE

  
	
  9.

  	
   

  	
  TREASURE ISLAND INC CO

  
	
  10.

  	
   

  	
  TREASURE ISLAND RESTAURANT

  



 


Telephones


 


	
  Telephones(s)

  	
  Telephones (2)

  View Phone Variation Sources

  



 


	
  #

  	
   

  	
  Telephone Number

  
	
  1.

  	
   

  	
  (305) 558-2221

  
	
  2.

  	
   

  	
  (803) 731-0555

  



 


Addresses


 


	
  Address Variation(s) 

  	
  View Address
  Variation Sources

  



 


	
  #

  	
   

  	
  Address

  	
   

  	
  County

  	
   

  	
  MSA

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  800 BUSH RIVER RD

  COLUMBIA, SC 29210

  	
   

  	
  RICHLAND

  	
   

  	
  Columbia, SC - 1760

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  800 BUSH RIVER RD B

  COLUMBIA, SC 29210

  	
   

  	
  RICHLAND

  	
   

  	
  Columbia, SC - 1760

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  7565 W 20TH AVE 66  ST 66 700

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  



 


127

















 


	
  5.

  	
   

  	
  66  W FLAGLER ST

  HIALEAH, FL 33014

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  
	
  6.

  	
   

  	
  66  W FLAGLER ST 700

  MIAMI, FL 33130

  	
   

  	
  MIAMI-DADE

  	
   

  	
  Miami, FL - 5000

  	
   

  	
  Get Report

  



 


Profiles


 


	
   

  	
  Profile (3) |
  Executives (4) | Reg. Agents(2) | Industry

  
	
   

  	
  Numbers (2) |
  Company IDs (1)

  
	
  Profile Information

  	
  View Profile
  Sources

  



 


	
  1: KENJA II, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  KENJA II, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  12 01 1987

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M44682

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  
	
  2: KENJA VENTURE, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  KENJA VENTURE, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  07 08 1986

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M36477

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  
	
  3: TREASURE ISLAND, INC.

  	
   

  	
   

  
	
  Company
  Name:

  	
   

  	
  TREASURE ISLAND, INC.

  
	
  Date
  of Incorporation:

  	
   

  	
  12 01 1987

  
	
  State
  of Incorporation:

  	
   

  	
  FL

  
	
  Charter
  Number:

  	
   

  	
  M44682

  
	
  Status
  Of Incorporation:

  	
   

  	
  ACTIVE

  
	
  Corporation
  Structure:

  	
   

  	
  DOMESTIC FOR PROFIT

  



 


Executive(s)


 


	
  #

  	
   

  	
  Name

  	
   

  	
  Titles

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  BRIDGES, CHARLES

  	
   

  	
  FINANCE EXECUTIVE, HUMAN RESOURCES

  EXECUTIVE, OWNER, PRESIDENT, SALES

  EXECUTIVE

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  GAINES, GREGORY K

  	
   

  	
  DIRECTOR, PRESIDENT

  	
   

  	
   

  
	
  3.

  	
   

  	
  LASKEY, THOMAS M

  	
   

  	
  OWNER

  	
   

  	
   

  
	
  4.

  	
   

  	
  RODRIGUEZ, JOSE R

  	
   

  	
  DIRECTOR

  	
   

  	
  Get Report

  



 


	
  Registered Agent(s)

  	
  View Registered
  Agent Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Address

  
	
  1.

  	
   

  	
  BRIDGES CHARLES G

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  
	
  2.

  	
   

  	
  HAROLD F PURNELL

  	
   

  	
  215 S MONROE ST

  TALLAHASSEE, FL 32301-1839

  



 


	
  Industry Information

  	
  View Industry
  Information Sources

  



 


128

















 


	
  Industry Numbers:

  	
   

  
	
  SIC
  Codes:

  	
  5813 DRINKING PLACES

  5947 GIFT, NOVELTY, & SOUVENIR SHOPS

  



 


	
  Company ID Numbers

  	
  View Company ID
  Numbers Sources

  



 


	
  Company ID Numbers:

  	
   

  	
   

  
	
  FEIN:

  	
   

  	
  59-2816767

  59-2838398

  
	
  State
  ID(s):

  	
   

  	
  FL, M36477

  FL, M44682

  



 


Judgments/Liens


 


	
  Lien Information

  	
  Liens (8)

  



 


	
  1. UCC Record

  
	
  Debtor Information

  
	
  Name:

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
  7565 W 20TH AVE

   

  HIALEAH, FL 33014

   

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  Z-M LEASING CORP

  
	
  Addresses:

  	
  151 ROUTE 59

   

  AIRMONT, NY 10952

   

  AIRMONT, NY 10952-3628

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  06/20/1988

  
	
  Original
  Filing Number:

  	
  001880101693

  
	
   

  	
   

  
	
  2. UCC Record

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
  7565 W 20TH AVE

   

  HIALEAH, FL 33014

   

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
  Z-M LEASING CORP

  
	
  Addresses:

  	
  151 ROUTE 59

   

  AIRMONT, NY 10952

   

  AIRMONT, NY 10952-3628

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
  08/15/1988

  
	
  Original
  Filing Number:

  	
  001880135759

  
	
   

  	
   

  
	
  3. UCC Record

  	
   

  
	
  Debtor 1

  
	
  Name:

  	
  ALL MY FRIENDS, INC.

  
	
  Addresses:

  	
  66 W FLAGLER ST
  STE 700

   

  MIAMI, FL 33130

  



 


129

















 


	
   

  	
   

  	
  MIAMI, FL 33130-1885

  
	
  Debtor 2

  
	
  Name:

  	
   

  	
  ALLMY FRIENDS, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
   

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130 

  MIAMI, FL 33130-1885

  
	
  Debtor 3

  
	
  Name:

  	
   

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
   

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130 

  MIAMI, FL 33130-1885

  
	
  Debtor 4

  
	
  Name:

  	
   

  	
  TREASURE ISLAND, INC. C/O FRANK NEWMAN

  
	
  Addresses:

  	
   

  	
  66 W FLAGLER ST STE 700 

  MIAMI, FL 33130 

  MIAMI, FL 33130-1885

  
	
  Secured Party 1

  
	
  Name:

  	
   

  	
  JOSE R, RODRIGUEZ

  
	
  Addresses:

  	
   

  	
  5527 WOODLAND LN

  FORT LAUDERDALE, FL 33312 

  FORT LAUDERDALE, FL 33312-6249

  
	
  Secured Party 2

  
	
  Name:

  	
   

  	
  RODRIGUEZ,JOSE R.

  
	
  Addresses:

  	
   

  	
  5527 WOODLAND LN 

  FORT LAUDERDALE, FL 33312 

  FORT LAUDERDALE, FL 33312-6249

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  12/10/2001

  
	
  Original
  Filing Number:

  	
   

  	
  200190522532

  



 


	
  4. UCC Record

  	
   

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
   

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  CIT TECHNOLOGY FINANCING SERVICES, INC.

  
	
  Addresses:

  	
   

  	
  4600 TOUCHTON RD E BLDG 100 

  JACKSONVILLE, FL 32246 

  JACKSONVILLE, FL 32246-8299

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  06/25/2004

  
	
  Original
  Filing Number:

  	
   

  	
  200407263576

  



 


	
  5. UCC Record

  	
   

  	
   

  
	
  Debtor 1

  
	
  Name:

  	
   

  	
  TREASURE ISLAND INC.

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  



 


130

















 


	
  Debtor 2

  
	
  Name:

  	
   

  	
  TREASURE ISLAND RESTAURANT

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  REX LEASING CORPORATION

  
	
  Addresses:

  	
   

  	
  2270 NW 23RD ST

  MIAMI, FL 33142 

  MIAMI, FL 33142-8484

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  09/11/1995

  
	
  Original
  Filing Number:

  	
   

  	
  950000182679

  



 


	
  6. UCC Record

  	
   

  	
   

  	 

	
  Debtor 1

  
	
  Name:

  	
   

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Debtor 2

  
	
  Name:

  	
   

  	
  TREASURE ISLAND RESTAURANT

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  REX LESING CORPORATION

  
	
  Addresses:

  	
   

  	
  2270 NW 23RD ST 

  MIAMI, FL 33142 

  MIAMI, FL 33142-8484

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  09/12/1995

  
	
  Original
  Filing Number:

  	
   

  	
  950000182679

  
						



 


	
  7. UCC Record

  	
   

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
   

  	
  TREASURE ISLAND, INC.

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  ORIX CREDIT ALLIANCE, INC.

  
	
  Addresses:

  	
   

  	
  1625 NW AMBERGLEN PKWY STE 100 

  BEAVERTON, OR 97006 

  BEAVERTON, OR 97006-6908

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  12/06/1995

  
	
  Original
  Filing Number:

  	
   

  	
  950000244385

  
					



 


131

















 


	
  8. UCC Record

  	
   

  	
   

  
	
  Debtor Information

  
	
  Name:

  	
   

  	
  TREASURE ISLAND INC

  
	
  Addresses:

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014 

  HIALEAH, FL 33014-3728

  
	
  Secured Party Information

  
	
  Name:

  	
   

  	
  LCOA INC

  
	
  Addresses:

  	
   

  	
  340 E BIG BEAVER RD # 560 

  TROY, MI 48083 

  TROY, MI 48083-1218

  
	
  Lien Information

  
	
  Filing
  Jurisdiction:

  	
   

  	
  FL

  
	
  Filing
  Jurisdiction Name:

  	
   

  	
  FLORIDA

  
	
  Original
  Filing Date:

  	
   

  	
  04/19/1999

  
	
  Original
  Filing Number:

  	
   

  	
  990000084260

  
					



 


	
  Real Property

  	
   

  
	
   

  	
   

  
	
  Real Property Assets

  	
  View Property
  Assets Sources

  



 


	
  1. Property Record

  	
   

  	
   

  
	
  County/FIPS:

  	
   

  	
  MIAMI-DADE

  
	
  Assessor’s
  Parcel Number:

  	
   

  	
  04-2026-001-0512

  
	
  Record
  Type:

  	
   

  	
  ASSESSOR

  
	
  Book
  Page:

  	
   

  	
  018030004166

  
	
  Subdivision
  Name:

  	
   

  	
  CHAMBERS LAND COMPANY SUB IN SEC 26

  
	
  Land
  Size:

  	
   

  	
  30056

  
	
  Legal
  Description:

  	
   

  	
  26 52 40 .69 AC M/L SUB OF PB 2-68 BEG 25FTS OF NE
  COR LOT 13 WLY160FT SLY190.14FT ELY60FT SELY ARC DIST 110.22FT NLYI85FT

  
	
  Tax
  Year:

  	
   

  	
  2001

  
	
  Tax
  Amount:

  	
   

  	
  $104.99

  
	
  Total
  Market Value:

  	
   

  	
  $30,056

  
	
  Land
  Market Value:

  	
   

  	
  $30,056

  
	
  Market
  Improvement Value:

  	
   

  	
  $0

  
	
  2. Property Record

  	
   

  	
   

  
	
  County/FIPS:

  	
   

  	
  MIAMI-DADE

  
	
  Assessor’s
  Parcel Number:

  	
   

  	
  04-2026-001-0512

  
	
  Record
  Type:

  	
   

  	
  ASSESSOR

  
	
  Book
  Page:

  	
   

  	
  000000000000

  
	
  Subdivision
  Name:

  	
   

  	
  CHAMBERS LAND COMPANY SUB IN SEC 26

  
	
  Land
  Size:

  	
   

  	
  30056

  
	
  Legal
  Description:

  	
   

  	
  26 52 40 .69 AC M/L SUB OF PB 2-68 BEG 25FTS OF NE
  COR LOT 13 WLY160FT SLY190.14FT ELY60FT SELY ARC DIST 110.22FT NLY185FT

  
	
  Tax
  Year:

  	
   

  	
  1999

  
	
  Tax
  Amount:

  	
   

  	
  $98.02

  
	
  Total
  Market Value:

  	
   

  	
  $4,323

  
	
  Land
  Market Value:

  	
   

  	
  $4;323

  
	
  Market
  Improvement Value:

  	
   

  	
  $0

  
	
  3. Property Record

  	
   

  	
   

  
	
  County/FIPS:

  	
   

  	
  DADE

  



 


132

















 


	
  Seller:

  	
  ROYAL GROUP INVESTMENTS INC

  
	
  Assessor’s Parcel Number:

  	
  0420260010512

  
	
  Sale Price:

  	
  $500

  
	
  Record Type:

  	
  DEED

  
	
  Book Page:

  	
  018246003143

  
	
  Land Use:

  	
  LAND (UNIMPROVED)

  
	
  Document Type:

  	
  QUIT CLAIM DEED

  



 


	
  Additional Property

   

  Motor
  Vehicles

  	
  Motor
  Vehicles (8)

   

  View
  Motor Vehicle Sources

  
	
   

  	
   

  
	
  Florida MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  03/31/2003

  
	
  Title Information

  
	
  Title
  Number:

  	
  0083354996

  
	
  Title
  Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28RX1LJ09572

  
	
  Model
  Year:

  	
  2001

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle
  Use:

  	
  Long Term Lease

  
	
  Cylinders:

  	
  8

  
	
  Engine
  Size:

  	
  330

  
	
  Body
  Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License
  Plate Number:

  	
  U58HSB

  
	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  FORD CREDIT TITLING TRUST

  
	
  Owner
  Address:

  	
  PO BOX 105704

  
	
   

  	
  ATLANTA, 30348-5704

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  03/31/2004

  
	
  Title Information

  
	
  Title
  Number:

  	
  0087382533

  
	
  Title
  Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R53LJ28033

  
	
  Model
  Year:

  	
  2003

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
			



 


133

















 


	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License Plate
  Number:

  	
  U58HSB

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  FORD CREDIT TITLING TRUST

  
	
  Owner Address:

  	
  PO BOX 105704

  ATLANTA, 30348-5704

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  06/30/2005

  
	
  Title Information

  
	
  Title Number:

  	
  0089935210

  
	
  Title Status:

  	
  Original New

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License Plate
  Number:

  	
  X13CTZ

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  TREASURE ISLAND INC

  
	
  Owner Address:

  	
  20TH HIALEAH, 33014-3728

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  06/30/2005

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  



 


134

















 


	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License Plate
  Number:

  	
  X13CTZ

  
	
  Registrant Information

  
	
  Registrant Type:

  	
   

  
	
  Registrant Name:

  	
  TREASURE ISLAND INC.

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, FL 33014-3728

  
	
  Florida
  MVR’s

  	
   

  
	
  Title Information

  
	
  Title Number:

  	
  0089935210

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28R44LJ19311

  
	
  Model Year:

  	
  2004

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport Utility

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  TREASURE ISLAND INC.

  
	
  Owner Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida
  MVR’s

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  06/30/2006

  
	
  Title Information

  
	
  Title Number:

  	
  0092161447

  
	
  Title Status:

  	
  Transfer

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Vehicle Use:

  	
  Private

  
	
  Cylinders:

  	
  8

  
	
  Engine Size:

  	
  330

  
	
  Body Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License Plate
  Number:

  	
  P966UP

  
	
  Owner Information

  
	
  Owner Type:

  	
  Y

  
	
  Owner Name:

  	
  ADAMANY JEROM LOUIS

  
	
  Owner Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Owner DOB:

  	
  04 12 1968

  
	
  Owner SSN:

  	
  527-33-XXXX

  



 


135

















 


	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  KENJA II

  
	
  Owner
  Address:

  	
  20TH 

  HIALEAH, 33014-3728

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  ADAMANY JEROM LOUIS

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Registrant
  DOB:

  	
  04 12 1968

  
	
  Registrant
  SSN:

  	
  527-33-XXXX

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  KENJA II

  
	
  Registrant
  Address:

  	
  20TH 

  HIALEAH, 33014-3728

  
	
  Florida MVR’s

  	
   

  
	
  Title Information

  
	
  Title
  Number:

  	
  0092161447

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model
  Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine
  Size:

  	
  330

  
	
  Body
  Style:

  	
  4 Dr Wagon Sport Utility

  
	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  BRIDGES CHARLES GENE

  
	
  Owner
  Address:

  	
  THOROUGHBRED

  SOUTHWEST RANCHES, 33330-2403

  
	
  Owner Information

  
	
  Owner
  Type:

  	
  Y

  
	
  Owner
  Name:

  	
  TREASURE ISLAND INC.

  
	
  Owner
  Address:

  	
  20TH

  HIALEAH, 33014-3728

  
	
  Florida MVR’s

  	
   

  
	
  Registration Information

  
	
  Registration
  Expiration Date:

  	
  06/30/2006

  
	
  Vehicle Information

  
	
  VIN:

  	
  5LMFU28535LJ06662

  
	
  Model
  Year:

  	
  2005

  
	
  Make:

  	
  Lincoln

  
	
  Model:

  	
  Navigator

  
	
  Cylinders:

  	
  8

  
	
  Engine
  Size:

  	
  330

  
	
  Body
  Style:

  	
  4 Dr Wagon Sport Utility

  
	
  License
  Plate Number:

  	
  X13CTZ

  



 


136

















 


	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  CHARLES GENE BRIDGES

  
	
  Registrant
  Address:

  	
  THOROUGHBRED

  SOUTHWEST RANCHES, FL 33330-2403

  
	
  Registrant
  DOB:

  	
  10 02 1940

  
	
  Registrant
  SSN:

  	
  237-56-XXXX

  
	
  Registrant Information

  
	
  Registrant
  Type:

  	
   

  
	
  Registrant
  Name:

  	
  TREASURE ISLAND INC.

  
	
  Registrant
  Address:

  	
  20TH

  HIALEAH, FL 33014-3728

  



 


	
  Associated Entities

  	
   

  
	
   

  	
  Person
  Associates (9) | Business Associates (7)

  
	
  Person Associates

  	
  View Person
  Associate Sources

  



 


	
  #

  	
   

  	
  Name

  	
   

  	
  Title(s)

  	
   

  	
  Address

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  BRIDG E, S

  	
   

  	
  CHARLE

  	
   

  	
  7565 W 20TH AVE HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  2.

  	
   

  	
  BRIDGES, CHARLES

  	
   

  	
  FINANCE EXECUTIVE

  HUMAN RESOURCES EXECUTIVE

  OWNER

  PRESIDENT

  SALES EXECUTIVE

  	
   

  	
  7565 W 20TH AVE

  HIALEAH, FL 33014-3728

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  ESPINOSA, CARLOS

  	
   

  	
  DOMAIN TECHNICAL CONTACT

  	
   

  	
  341 NW 135TH AVE

   

  MIAMI, FL 33182-1948

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  GAINES, GREGORY K

  	
   

  	
  DIRECTOR PRESIDENT PTSD

  	
   

  	
  7565 W 20TH AVE HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  5.

  	
   

  	
  GALARDI, DINO

  	
   

  	
  DOMAIN ADMINISTRATIVE CONTACT

  	
   

  	
  7565 W 20TH AVE HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  6.

  	
   

  	
  LASKEY, THOMAS M

  	
   

  	
  OWNER

  	
   

  	
  800 BUSH RIVER RD COLUMBIA, SC 29210-7515

  	
   

  	
   

  
	
  7.

  	
   

  	
  R, RODRIGUEZ J

  	
   

  	
  VP-TREASUR

  	
   

  	
  7565 W 20TH AVE HIALEAH, FL 33014-3728

  	
   

  	
   

  
	
  8.

  	
   

  	
  RODRIGUEZ, JOSE R

  	
   

  	
  DIRECTOR VICE PRESIDENT TREASURER

  	
   

  	
  73 E LAGOONA DR BRICKTOWN, NE

  	
   

  	
  Get Report

  
	
  9.

  	
   

  	
  TREASURE, ISLAND

  	
   

  	
   

  	
   

  	
  7565 W 20TH AVE HIALEAH, FL 33014-3728

  	
   

  	
   

  



 


	
  Business Associates

  



 


	
  #

  	
   

  	
  Full Name

  	
   

  	
  Address

  	
   

  	
  Actions

  
	
  1.

  	
   

  	
  ALL MY FRIENDS, INC.

  	
   

  	
  66 W FLAGLER ST STE 700

  MIAMI, FL 33130-1885

  	
   

  	
  Get Report

  
	
  2.

  	
   

  	
  CIT TECHNOLOGY FINANCING SERVICES, INC.

  	
   

  	
  4600 TOUCHTON RD E BLDG 100

  JACKSONVILLE, FL 32246-8299

  	
   

  	
  Get Report

  
	
  3.

  	
   

  	
  LCOA INC

  	
   

  	
  340 E BIG BEAVER RD STE 560 

  TROY, MI 48083-1218

  	
   

  	
  Get Report

  
	
  4.

  	
   

  	
  ORIX CREDIT ALLIANCE, INC.

  	
   

  	
  1625 NW AMBERGLEN PKWY STE 100

  BEAVERTON, OR 97006-6908

  	
   

  	
  Get Report

  



 


137

















 


	
  5.

  	
   

  	
  REX LESING CORPORATION

  	
   

  	
  2270 NW 23RD ST

  MIAMI, FL 33142-8484

  	
   

  	
  Get Report

  
	
  6.

  	
   

  	
  RODRIGUEZ JOSE R.

  	
   

  	
  5527 WOODLAND LN

  FT LAUDERDALE, FL 33312-6249

  	
   

  	
  Get Report

  
	
  7.

  	
   

  	
  TREASURE ISLAND RESTAURANT

  	
   

  	
  7565 W 20TH AVE 

  HIALEAH, FL 33014-3728

  	
   

  	
  Get Report

  



 


Sources


 


	
  Sources

  



 


	
  All
  Sources

  	
   

  	
  78 Source Documents

  
	
  Business
  Finder

  	
   

  	
  15 Source Documents

  
	
  Dun
  & Bradstreet

  	
   

  	
  1 Source Document

  
	
  Corporate
  Filings

  	
   

  	
  5 Source Documents

  
	
  UCC
  Lien Filings

  	
   

  	
  8 Source Documents

  
	
  Business
  Contacts

  	
   

  	
  34 Source Documents

  
	
  Property

  	
   

  	
  3 Source Documents

  
	
  Internet
  Domain Registrations

  	
   

  	
  1 Source Document

  
	
  Motor
  Vehicle Registrations

  	
   

  	
  8 Source Documents

  
	
  Experian
  Business Reports

  	
   

  	
  3 Source Documents

  



 


Important: The Public Records
and commercially available data sources used in Smartlinx(TM) Reports have
errors. Data is sometimes entered poorly, processed incorrectly and is
generally not free from defect. This system should not be relied upon as
definitively accurate. Before relying on any data this system supplies, it should
be independently verified. For Secretary of State documents, the information
contained in the Smartlinx(TM) Reports is for information purposes only and is
not an official record. Certified copies may be obtained from that individual
state’s Department of State.


 


138
















 


SCHEDULE 8.1


 


List of Assumed Names


 


Seller and Selling Shareholder represent that no assumed names have
been used in the previous five years by seller, except for the name ‘Platinum
Plus”


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: KW)


 


139

















 


SCHEDULE 8.2


 


ARTICLES OF INCORPORATION AND BY-LAWS


 


 (To be
supplied by Seller Equityholders)


 


See attached pages


 


 


(HANDWITTEN: DELIVERED AT CLOSING)


 


(INITIALED: KW)


 


140

















 


SCHEDULE 8.3


 


SHAREHOLDERS AND STOCK CERTIFICATE NUMBERS


 


1.                                      Kenja
II, a Florida Corporation         Certificate
No:  15             Holder:
Gregory Kenwood Gaines


 


2.                                      Kenja
Ventures Inc, a Florida Corporation 
Certificate No:   14             Holder:
Gregory Kenwood Gaines


 


(INITIALED: MO, KW)


 


141

















 


CERTIFICATE                                                                    No.
14


 


	
   

  	
   

  	
  From whom transferred

  	
   

  	
  Received Certificate No.       

  
	
  For                                       
  Shares

  	
   

  	
   

  	
   

  	
  for                        
  Shares

  
	
  Issued to                                            

  	
   

  	
  Dated                                            
   /19       

  	
   

  	
  on                           
  /19        

  
	
   

  	
   

  	
  NO. ORIGINAL CERTIFICATE

  	
   

  	
  NO. OF ORIGINAL

  SHARES

  	
   

  	
  NO. OF SHARES

  TRANSFERRED

  	
   

  	
   

  
	
  Dated                                           
  /19

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  No. 14

  	
   

  	
  ORGANIZED UNDER THE LAWS OF

  	
   

  	
  500

  
	
   

  	
   

  	
  THE STATE OF FLORIDA

  	
   

  	
   

  



 


ALL MY FRIENDS, INC.


 


500 SHARES COMMON STOCK, $1.00 PAR VALUE


 


This
Certifies that G. KENWOOD GAINES is hereby issued Five Hundred fully paid and non-assessable Shares of the Capital Stock of the above
named Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.


 


In
Witness Whereof, the said
Corporation has caused this Certificate to be signed by its duly authorized
offices and its Corporate Seal to be hereunto affixed this 15 day of June A.D.
2005.


 


	
  

  /s/ Illegible

  	
   

  	
  

  /s/ Illegible

  
	
  SECRETARY

  	
   

  	
  PRESIDENT

  



 


142

















 


CERTIFICATE
                                                                    No.
15


 


	
   

  	
   

  	
  From whom transferred

  	
   

  	
  Received Certificate No.       

  
	
  For                                       
  Shares

  	
   

  	
   

  	
   

  	
  for                        
  Shares

  
	
  Issued to                                            

  	
   

  	
  Dated                                            
   /19       

  	
   

  	
  on                           
  /19        

  
	
   

  	
   

  	
  NO. ORIGINAL CERTIFICATE

  	
   

  	
  NO. OF ORIGINAL

  SHARES

  	
   

  	
  NO. OF SHARES

  TRANSFERRED

  	
   

  	
   

  
	
  Dated                                           
  /19

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  No. 15

  	
   

  	
  ORGANIZED UNDER THE LAWS OF

  	
   

  	
  500

  
	
   

  	
   

  	
  THE STATE OF FLORIDA

  	
   

  	
   

  



 


Treasure Island, Inc.


 


500 SHARES COMMON STOCK, $1.00 PAR VALUE


 


This
Certifies that G. KENWOOD GAINES is hereby issued Five Hundred fully paid and non-assessable Shares of the Capital Stock of the above
named Corporation transferable only on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.


 


In
Witness Whereof, the said
Corporation has caused this Certificate to be signed by its duly authorized
offices and its Corporate Seal to be hereunto affixed this 15 day of June A.D.
2005.


 


	
  

  /s/ Illegible

  	
   

  	
  

  /s/ Illegible

  
	
  SECRETARY

  	
   

  	
  PRESIDENT

  



 


143

















 


CERTIFICATE
                                                                    No.
15


 


	
   

  	
   

  	
  From whom transferred

  	
   

  	
  Received Certificate No.       

  
	
  For                                       
  Shares

  	
   

  	
   

  	
   

  	
  for                        
  Shares

  
	
  Issued to                                            

  	
   

  	
  Dated                                            
   /19       

  	
   

  	
  on                           
  /19        

  
	
   

  	
   

  	
  NO. ORIGINAL CERTIFICATE

  	
   

  	
  NO. OF ORIGINAL

  SHARES

  	
   

  	
  NO. OF SHARES

  TRANSFERRED

  	
   

  	
   

  
	
  Dated                                           
  /19

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  No. 15

  	
   

  	
  ORGANIZED UNDER THE LAWS OF

  	
   

  	
  500

  
	
   

  	
   

  	
  THE STATE OF FLORIDA

  	
   

  	
   

  



 


Treasure Island, Inc.


 


500 SHARES COMMON STOCK, $1.00 PAR VALUE


 


This
Certifies that G. KENWOOD GAINES is hereby issued Five Hundred fully paid and non-assessable Shares of the Capital Stock of the above
named Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.


 


In
Witness Whereof, the said
Corporation has caused this Certificate to be signed by its duly authorized
offices and its Corporate Seal to be hereunto affixed this 15 day of June A.D.
2005.


 


	
  

  /s/ Illegible

  	
   

  	
  

  /s/ Illegible

  
	
  SECRETARY

  	
   

  	
  PRESIDENT

  



 


144

















 


CERTIFICATE                                                                    No.
14


 


	
   

  	
   

  	
  From whom transferred

  	
   

  	
  Received Certificate No.       

  
	
  For                                       
  Shares

  	
   

  	
   

  	
   

  	
  for                        
  Shares

  
	
  Issued to                                            

  	
   

  	
  Dated                                            
   /19       

  	
   

  	
  on                           
  /19        

  
	
   

  	
   

  	
  NO. ORIGINAL CERTIFICATE

  	
   

  	
  NO. OF ORIGINAL

  SHARES

  	
   

  	
  NO. OF SHARES

  TRANSFERRED

  	
   

  	
   

  
	
  Dated                                           
  /19

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  No. 14

  	
   

  	
  ORGANIZED UNDER THE LAWS OF

  	
   

  	
  500

  
	
   

  	
   

  	
  THE STATE OF FLORIDA

  	
   

  	
   

  



 


ALL MY FRIENDS, INC.


 


500 SHARES COMMON STOCK, $1.00 PAR VALUE


 


This
Certifies that G. KENWOOD GAINES is hereby issued Five Hundred fully paid and non-assessable Shares of the Capital Stock of the above
named Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.


 


In
Witness Whereof, the said
Corporation has caused this Certificate to be signed by its duly authorized
offices and its Corporate Seal to be hereunto affixed this 15 day of June A.D.
2005.


 


	
  

  /s/ Illegible

  	
   

  	
  

  /s/ Illegible

  
	
  SECRETARY

  	
   

  	
  PRESIDENT

  



 


145

















 


SCHEDULE 8.6


 


GOVERNMENTAL AND SHAREHOLDER APPROVALS


 


(To be supplied by Seller Equityholders)


 


1.             Governmental Approvals


 


a.               The Florida
Alcoholic Beverage Commission – Transfer of Liquor Licenses and Permits


 


b.               City of Hialeah
Adult Entertainment Licenses


 


2.             Shareholder Approvals


 


A.            Gregory
Kenwood Gaines - Shareholder Approval is attached


 


(INITIALED: KW)


 


146

















 


State of Florida


 


[GRAPHIC]


 


Department of State


 


I certify from the
records of this office that KENJA II, INC. is a corporation organized under the
laws of the State of Florida, filed on January 12, 1987.


 


The document number of
this corporation is M44682.


 


I further certify
that said corporation has paid all fees due this office through December 31,
2007, that its most recent annual report/uniform business report was filed on
March 27, 2007, and its status is active.


 


I further certify that
said corporation has not filed Articles of Dissolution.


 


	
   

  	
   

  	
   

  	
  Given under my hand and
  the

  Great Seal of the State of Florida

  at Tallahassee, the Capitol, this the

  Sixteenth day of October, 2007

  
	
  

  [SEAL]

  	
   

  	
   

  	
  

  /s/ Kurt S. Browning

  
	
  CR2EO22 (01-07)

  	
   

  	
   

  	
  Kurt S. Browning

  Secretary of State

  



 


147

















 


State of Florida


 


[GRAPHIC]


 


Department of State


 


I certify from the
records of this office that KENJA VENTURE, INC. is a corporation organized
under the laws of the State of Florida, filed on August 7, 1986.


 


The document number of
this corporation is M36477.


 


I further certify that
said corporation has paid all fees due this office through December 31, 2007,
that its most recent annual report/uniform business report was filed on March
27, 2007, and its status is active.


 


I further certify that
said corporation has not filed Articles of Dissolution.


 


	
   

  	
   

  	
   

  	
  Given under my hand and
  the

  Great Seal of the State of Florida

  at Tallahassee, the Capitol, this the

  Sixteenth day of October, 2007

  
	
  

  [SEAL]

  	
   

  	
   

  	
  

  /s/ Kurt S. Browning

  
	
  CR2EO22 (01-07)

  	
   

  	
   

  	
  Kurt S. Browning

  Secretary of State

  



 


148

















 


Buyer hereby acknowledges that the requirements of Section 5.4 of the
Stock Purchase agreement dated September 14, 2007 between Kenja II, Inc., VCG
Holding Corporation and others have been satisfied.


 


	
   

  	
  VCG HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  (HANDWRITTEN: PRESIDENT)

  



 


Date:
10/29/07


 


(INITIALED: MO, KW)


 


149

















 


KENJA II, Inc.


 


CERTIFICATE OF SECRETARY


 


I, Gregory Kenwood Gaines, Secretary of Kenja II, Inc. a Florida
Corporation (the “Company”) hereby certify as follows:


 


1.                                       That
Exhibit A, attached hereto and made a part of this Certificate is a true
copy of votes duly adopted by the unanimous written consent of shareholder
dated October 29, 2007, and that said votes are still in full force and effect,
and have not been amended or revoked as of the date hereof.


 


2.                                       That
Exhibit B, attached hereto and made a part of this Certificate, is a
true and complete copy of the Articles of Incorporation of the Company, as
amended to date and that Exhibit C, attached hereto and made a part of
this Certificate, is a true and complete copy of the Bylaws of the Company in
effect as of the date hereof.


 


3.                                       That
the following is a true and correct list of the names of certain officer of the
Company as of the date hereof, together with a specimen of his or her
signature:


 


	
  OFFICE

  	
   

  	
  NAME OF OFFICER

  	
   

  	
  SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  President

  	
   

  	
  Gregory Kenwood Gaines a/k/a Ken Wood

  	
   

  	
   

  



 


4.                                       That
each of the above officers is duly qualified and holds his or her office on the
date of this Certificate.


 


WITNESS my
hand as of 10-29, 2007.


 


	
   

  	
  KENJA II,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Secretary

  



 


 


(INITIALED: KW)


 


150

















 


KENJA II, INC.


OFFICER’S CERTIFICATE


 


I, Gregory Kenwood Gaines,
hereby certify as follows:


 


I am the President of Kenja II,
Inc., a Florida Corporation (the “Company”), and as such, I am authorized to
execute and deliver this Certificate.


 


Attached hereto is a true and
complete copy of the Unanimous Written Consent in Lieu of Meeting of the Sole
Shareholder of the Company, dated 10-29, 2007, the resolutions in which
were validly adopted, are in full force and effect, and have not been amended
as of the date of this Certificate.


 


IN WITNESS WHEREOF, I have set
my hand this 29 day of October, 2007.


 


 


	
   

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
  President,
  Kenja II, Inc.

  



 


(INITIALED: KW)


 


151

















 


UNANIMOUS WRITTEN CONSENT


IN LIEU OF MEETING OF THE SOLE SHAREHOLDER OF KENJA II, INC.


 


Pursuant to
the applicable laws of the State of Florida, the undersigned, being the sole
shareholder of Kenja II, Inc. a Florida corporation (the “Company”), does
hereby unanimously consent to and adopt the following resolutions as of the
date hereof, which shall have the same force and effect as if adopted by
unanimous affirmative vote at a meeting of the shareholders of the Company duly
called and held, and does hereby waive all requirements of notice.


 


WHEREAS,
pursuant to the applicable code section, all corporate powers relating to the
Company are to be exercised, and all business and affairs of the Company are to
be managed under the direction of its shareholders, based on the election made
by the Company in its Articles of Organizations, filed                                                       
with the Florida Secretary of State’s office; and


 


WHEREAS, a
Stock Purchase Agreement (“the Stock Purchase Agreement”) by and between VCG
Holding Corporation, a Colorado corporation on behalf of a Florida corporation
to be formed (“VCG”) and the Company, a draft of which is attached hereto,
which provides for the purchase of all of the Company’s issued and outstanding
shares of stock by VCG, has been presented to and reviewed by the undersigned
sole shareholder of the Company; and


 


WHEREAS, the
undersigned sole shareholder of the Company has determined that the
transactions described in the Stock Purchase Agreement are in the best
interests of the Company and of the undersigned sole shareholder;


 


NOW THEREFOR,
IT IS RESOLVED that it is in the best interests of the Company and of
undersigned sole shareholder to execute and deliver the Stock Purchase
Agreement, and


 


IT IS FURTHER
RESOLVED that the President of the Company hereby is authorized and directed
to:  (1) execute and deliver the Stock
Purchase Agreement in substantially the form presented to the undersigned, with
such modification as he may deem necessary and appropriate, and (2) perform all
such other acts as he in his sole discretion may deem necessary and appropriate
in order to carry out the intent of the foregoing resolutions and to perform
fully the obligations set forth in the Stock Purchase Agreement.


 


IN WITNESS
WHEREOF, the undersigned, being the sole shareholder of the Company, has
hereunto set his hand as of this 29 day of October, 2007.


 


	
   

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Gregory
  Kenwood Gaines

  



 


 


(INITIALED: KW)


 


152

















 


KENJA, Inc.


 


CERTIFICATE OF SECRETARY


 


I, Gregory Kenwood Gaines, Secretary of Kenja Ventures, Inc. a Florida
Corporation (the “Company”) hereby certify as follows:


 


1.                                       That
Exhibit A, attached hereto and made a part of this Certificate is a true
copy of votes duly adopted by the unanimous written consent of shareholder
dated 10-29, 2007, and that said votes are still in full force and
effect, and have not been amended or revoked as of the date hereof.


 


2.                                       That
Exhibit B, attached hereto and made a part of this Certificate, is a
true and complete copy of the Articles of Incorporation of the Company, as
amended to date and that Exhibit C, attached hereto and made a part of
this Certificate, is a true and complete copy of the Bylaws of the Company in
effect as of the date hereof.


 


3.                                       That
the following is a true and correct list of the names of certain officer of the
Company as of the date hereof, together with a specimen of his or her
signature:


 


	
  OFFICE

  	
   

  	
  NAME OF OFFICER

  	
   

  	
  SIGNATURE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  President

  	
   

  	
  Gregory
  Kenwood Gaines a /k/a Ken Wood

  	
   

  	
   

  



 


4.                                       That
each of the above officers is duly qualified and holds his or her office on the
date of this Certificate.


 


WITNESS my
hand as of October 29, 2007.


 


	
   

  	
  KENJA
  VENTURES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Secretary

  



 


153

















 


KENJA VENTURES, INC.


OFFICER’S CERTIFICATE


 


I, Gregory Kenwood Gaines,
hereby certify as follows:


 


I am the President of Kenja
Ventures, Inc., a Florida Corporation (the “Company”), and as such, I am
authorized to execute and deliver this Certificate.


 


Attached hereto is a true and
complete copy of the Unanimous Written Consent in Lieu of Meeting of the Sole
Shareholder of the Company, dated 10-29, 2007, the resolutions in which
were validly adopted, are in full force and effect, and have not been amended
as of the date of this Certificate.


 


IN WITNESS WHEREOF, I have set
my hand this 29 day of October, 2007.


 


	
   

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Gregory
  Kenwood Gaines

  
	
   

  	
  President,
  Kenja II, Inc.

  



 


154

















 


UNANIMOUS WRITTEN CONSENT


IN LIEU OF MEETING OF THE SOLE SHAREHOLDER OF KENJA


VENTURES, INC.


 


Pursuant to
the applicable laws of the State of Florida, the undersigned, being the sole
shareholder of Kenja Ventures, Inc. a Florida corporation (the “Company”), does
hereby unanimously consent to and adopt the following resolutions as of the
date hereof, which shall have the same force and effect as if adopted by
unanimous affirmative vote at a meeting of the shareholders of the Company duly
called and held, and does hereby waive all requirements of notice.


 


WHEREAS,
pursuant to the applicable code section, all corporate powers relating to the
Company are to be exercised, and all business and affairs of the Company are to
be managed under the direction of its shareholders, based on the election made
by the Company in its Articles of Organizations, filed                                                    
with the Florida Secretary of State’s office; and


 


WHEREAS, a
Stock Purchase Agreement (“the Stock Purchase Agreement”) by and between VCG
Holding Corporation, a Colorado corporation on behalf of a Florida corporation
to be formed (“VCG”) and the Company, a draft of which is attached hereto,
which provides for the purchase of all of the Company’s issued and outstanding
shares of stock by VCG, has been presented to and reviewed by the undersigned
sole shareholder of the Company; and


 


WHEREAS, the
undersigned sole shareholder of the Company has determined that the
transactions described in the Stock Purchase Agreement are in the best
interests of the Company and of the undersigned sole shareholder;


 


NOW THEREFOR,
IT IS RESOLVED that it is in the best interests of the Company and of
undersigned sole shareholder to execute and deliver the Stock Purchase
Agreement, and


 


IT IS FURTHER
RESOLVED that the President of the Company hereby is authorized and directed
to:  (1) execute and deliver the Stock
Purchase Agreement in substantially the form presented to the undersigned, with
such modification as he may deem necessary and appropriate, and (2) perform all
such other acts as he in his sole discretion may deem necessary and appropriate
in order to carry out the intent of the foregoing resolutions and to perform
fully the obligations set forth in the Stock Purchase Agreement.


 


155

















 


IN WITNESS WHEREOF,
the undersigned, being the sole shareholder of the Company, has hereunto set
his hand as of this 29 day of October, 2007.


 


 


	
   

  	
    /s/
  G. Kenwood Gaines

  	
   

  
	
   

  	
  Gregory
  Kenwood Gaines

  



 


156

















 


I, Gregory Kenwood Gaines,
President of Kenja II, Inc., hereby authorize the transfer of the City of
Hialeah Occupation License numbers 5812-45, 5813-2, and 5813A-5 located at 7565
W. 20th Avenue, Hialeah, Florida in the business name of Platinum
Plus to VCG Holding Corporation as 100% Stockholder, effective October 29,
2007.


 



 Dated this 29th day of
October, 2007


 


	
   

  	
    /s/
  Gregory Kenwood Gaines

  	
   

  
	
   

  	
  Gregory
  Kenwood Gaines

  



 


157
















 


SCHEDULE 8.9


 


Licenses and Permits


 


(To be supplied by Seller Equityholders)


 


(HANDWRITTEN: DELIVERED AT CLOSING)


 


158

















 


SCHEDULE 8.10


 


FINANCIAL INFORMATION


 


 (To be
supplied by Seller Equityholders)


 


(INITIALED: KW)


 


159

















 


BURKETT BURKETT & BURKETT

Certified Public Accountants, P.A.

PO Box 2044

West Columbia SC 29171

803-794-3712


 


KENJA II, INC

PLATINUM PLUS MIAMI

800 BUSH RIVER RD STE B

COLUMBIA, SC 29210


 


We have compiled the
accompanying statement of assets, liabilities and stockholders equity income
tax basis of KENJA II, INC, a corporation, as of August 31, 2007, the related
statement of revenues and expenses - income tax basis for the eight months ending
August 31, 2007 in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants.


 


A compilation is
[Illegible] to presenting in the form of financial statements information fees
is the representation of management. We have [Illegible]audited or
[Illegible]the accompanying financial statements and, accordingly, do not
express an opinion or any other force of assurance on them.


 


Management has elected to
omit all of the disclosures ordinarily included in the financial statements
prepared on the income tax basis. If the [Illegible]disclosures were included
in the financial statements, they might influence the user’s conclusions about
the company’s assets, liabilities, members’ equity, revenues and expenses.
Accordingly, these financial statements are not designed for those who are not
informed about such matters.


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BURKETT BURKETT &
  BURKETT, CPAS, P.A.

  	
   

  	
   

  



 


October 13, 2007


 


160

















 


PLATINUM PLUS MIAMI

BALANCE SHEET

AUGUST 31, 2007


 


ASSETS


 


	
  CURRENT ASSETS

  	
   

  	
   

  	
   

  
	
  CASH ON HAND

  	
   

  	
  $

  	
  [Illegible]

  	
   

  
	
  CASH-ATM-REGIONS BANK

  	
   

  	
  [Illegible]

  	
   

  
	
  CASH-CREDIT CARD

  	
   

  	
  [Illegible]

  	
   

  
	
  INVENTORY

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CURRENT ASSETS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FIXED ASSETS

  	
   

  	
   

  	
   

  
	
  BUILDING IMPROVEMENTS I

  	
   

  	
  $

  	
  [Illegible]

  	
   

  
	
  BUILDING IMPROVEMENTS II

  	
   

  	
  [Illegible]

  	
   

  
	
  FURNITURE & EQUIPMENT

  	
   

  	
  [Illegible]

  	
   

  
	
  ACCUM/DEPN - FURN & EQUIP

  	
   

  	
  [Illegible]

  	
   

  
	
  ACCUM/DEPN - BUILDINGS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL FIXED ASSETS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OTHER ASSETS

  	
   

  	
   

  	
   

  
	
  ORGANIZATION COSTS

  	
   

  	
  [Illegible]

  	
   

  
	
  DEPOSITS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL OTHER ASSETS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL ASSETS

  	
   

  	
  $

  	
  [Illegible]

  	
   

  



 


See
Accountants’ Completion Report


 


161

















 


PLATINUM PLUS MIAMI

BALANCE SHEET

AUGUST 31, 2007


 


BURKETT BURKETT & BURKETT, CPAS, P.A.


 


	
  CURRENT LIABILITIES

  	
   

  	
   

  	
   

  
	
  CHECKS IN EXCESS OF BANK BALANCE

  	
   

  	
  $

  	
  [Illegible]

  	
   

  
	
  ACCOUNTS PAYABLE SHAREHOLDERS

  	
   

  	
  [Illegible]

  	
   

  
	
  CHILD SUPPORT PAYABLE

  	
   

  	
  [Illegible]

  	
   

  
	
  GARNISHMENT PAYABLE

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL CURRENT LIABILITIES

  	
   

  	
  1,338,688.24

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  LONG TERM LIABILITIES

  	
   

  	
   

  	
   

  
	
  SHAREHOLDERS LOANS

  	
   

  	
  32,838.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL LIABILITIES

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OWNER’S EQUITY

  	
   

  	
   

  	
   

  
	
  COMMON STOCK

  	
   

  	
  [Illegible]

  	
   

  
	
  [Illegible] CAPITAL

  	
   

  	
  [Illegible]

  	
   

  
	
  TREASURY STOCK

  	
   

  	
  [Illegible]

  	
   

  
	
  [Illegible] EARNINGS

  	
   

  	
  [Illegible]

  	
   

  
	
  CURRENT EARNINGS

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
  [Illegible]

  	
   

  
	
  TOTAL OWNER’S EQUITY

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL LIABILITIES AND OWNER’S EQUITY

  	
   

  	
  $

  	
  [Illegible]

  	
   

  



 


See
Accountants’ Completion Report


 


162

















 


PLATINUM PLUS MIAMI

INCOME STATEMENT

FOR THE YEAR ENDED AUGUST 31, 2007


 




	
  SALES

  	
   

  	
   

  	
   

  
	
  SALES BEVERAGES-ALCOHOL C

  	
   

  	
  $

  	
  1,191,103.78

  	
   

  
	
  SALES - OTHER

  	
   

  	
  947,113.64

  	
   

  
	
  ADMISSIONS

  	
   

  	
  [Illegible]

  	
   

  
	
  OTHER INCOME

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL SALES

  	
   

  	
  3,133,770.40

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  COST OF GOODS SOLD

  	
   

  	
   

  	
   

  
	
  PURCHASES - BEVERAGES

  	
   

  	
  512,465.25

  	
   

  
	
  PURCHASES - SUPPLIES

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL COST OF GOODS SOLD

  	
   

  	
  648,330.38

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GROSS PROFIT

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OPERATING EXPENSES

  	
   

  	
   

  	
   

  
	
  ADVERTISING

  	
   

  	
  [Illegible]

  	
   

  
	
  CREDIT CARDS

  	
   

  	
  [Illegible]

  	
   

  
	
  ALARM SYSTEM

  	
   

  	
  [Illegible]

  	
   

  
	
  AUTOMOBILE EXPENSE

  	
   

  	
  [Illegible]

  	
   

  
	
  BANK CHARGES

  	
   

  	
  [Illegible]

  	
   

  
	
  CLEANING

  	
   

  	
  [Illegible]

  	
   

  
	
  COMMISSIONS

  	
   

  	
  [Illegible]

  	
   

  
	
  EQUIPMENT RENTAL

  	
   

  	
  [Illegible]

  	
   

  
	
  INSURANCE

  	
   

  	
  [Illegible]

  	
   

  
	
  LAUNDRY

  	
   

  	
  [Illegible]

  	
   

  
	
  LICENSES & PERMITS

  	
   

  	
  [Illegible]

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
  [Illegible]

  	
   

  
	
  [Illegible]
  & ENTERTAINERS

  	
   

  	
  [Illegible]

  	
   

  
	
  OFFICE EXPENSE

  	
   

  	
  [Illegible]

  	
   

  
	
  OUTSIDE SERVICES

  	
   

  	
  [Illegible]

  	
   

  
	
  PAYROLL EXPENSE

  	
   

  	
  [Illegible]

  	
   

  
	
  PAYROLL TAXES

  	
   

  	
  [Illegible]

  	
   

  
	
  POSTAGE & DELIVERY

  	
   

  	
  [Illegible]

  	
   

  
	
  PRINTING

  	
   

  	
  [Illegible]

  	
   

  
	
  PROFESSIONAL FEES

  	
   

  	
  [Illegible]

  	
   

  
	
  RADIOS & COMMUNICATION EQUIPMENT

  	
   

  	
  [Illegible]

  	
   

  
	
  RENT

  	
   

  	
  [Illegible]

  	
   

  
	
  STORAGE

  	
   

  	
  [Illegible]

  	
   

  
	
  REPAIRS & MAINTENANCE

  	
   

  	
  [Illegible]

  	
   

  
	
  SUPPLIES

  	
   

  	
  [Illegible]

  	
   

  
	
  SIGNS

  	
   

  	
  [Illegible]

  	
   

  
	
  TAXES - FOOD & BEVERAGE

  	
   

  	
  [Illegible]

  	
   

  
	
  TAXES - LOCAL

  	
   

  	
  [Illegible]

  	
   

  
	
  TELEPHONE

  	
   

  	
  [Illegible]

  	
   

  
	
  TRASH REMOVAL

  	
   

  	
  [Illegible]

  	
   

  
	
  TRAVEL

  	
   

  	
  [Illegible]

  	
   

  
	
  UNIFORMS

  	
   

  	
  [Illegible]

  	
   

  
	
  UTILITIES - GAS & ELECTRIC

  	
   

  	
  [Illegible]

  	
   

  
	
  UTILITIES - WATER

  	
   

  	
  [Illegible]

  	
   

  
	
  UTILITIES - CABLE

  	
   

  	
  [Illegible]

  	
   

  
	
  DEPRECIATION

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
  [Illegible]

  	
   

  
	
  TOTAL OPERATING EXPENSES

  	
   

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  OPERATING INCOME (LOSS)

  	
   

  	
  $

  	
  [Illegible]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NET: INCOME (LOSS)

  	
   

  	
  $

  	
  [Illegible]

  	
   

  
							






 


See
Accountants Completion Report


 


163

















 


SCHEDULE 8.11


 


UNDISCLOSED LIABILITIES


 


Seller
and Selling Shareholder represent that there are no undisclosed liabilities


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: KW)


 


164

















 


SCHEDULE 8.12


 


CHANGES IN ORDINARY COURSE OF BUSINESS


 


Seller
and Selling Shareholder represent that there have been no changes in the
ordinary course of business


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: KW)


 


165

















 


SCHEDULE 8.13


 


ADVERSE CHANGES TO BUSINESS


 


(To be supplied by Seller Equityholders)


 


Seller
and Selling Shareholder represent that there are no adverse changes to the
business.


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: KW)


 


166

















 


SCHEDULE 8.15


 


EMPLOYEE BENEFIT PLANS


 


 (To be
supplied by Seller Equityholders)


 


Seller
and Selling Shareholder represent that there are no employee benefit plans.


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: KW)


 


167
















 


SCHEDULE 8.16


 


LIST OF EMPLOYEES AND INDEPENDENT CONTRACTORS


 


A.                                    A
list of employees is attached hereto.


 


B.                                    Seller
and Selling Shareholder represent that there is no list of independent
contractors.


 


Seller and
Selling Shareholder represent that there are no list of independent contractors.


 


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


168

















 


	
  All checkbooks

  09/28/07

  	
   

  	
  KENJA II, INC 

  Check Register

  	
  PPMPR

  Page 1

  



 


	
  Check Number

  	
   

  	
  Check Date

  	
   

  	
  Payee

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Checks

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5570

  	
   

  	
  09/28/07

  	
   

  	
  JEROME
  ADAMANY

  	
   

  	
  1,126.00

  	
   

  
	
  5571

  	
   

  	
  09/28/07

  	
   

  	
  CARMEN M.
  AGOSTO

  	
   

  	
  258.99

  	
   

  
	
  5572

  	
   

  	
  09/28/07

  	
   

  	
  CYNTHIA
  ALEMAN

  	
   

  	
  4.58

  	
   

  
	
  5573

  	
   

  	
  09/28/07

  	
   

  	
  NICOLE M.
  ALONSO

  	
   

  	
  493.75

  	
   

  
	
  5574

  	
   

  	
  09/28/07

  	
   

  	
  BRIGETTE V.
  ARANDA

  	
   

  	
  288.76

  	
   

  
	
  5575

  	
   

  	
  09/28/07

  	
   

  	
  SANDRA L.
  ARANGO

  	
   

  	
  116.90

  	
   

  
	
  5576

  	
   

  	
  09/28/07

  	
   

  	
  KIMBERLY A.
  BABINCHAK

  	
   

  	
  31.05

  	
   

  
	
  5577

  	
   

  	
  09/28/07

  	
   

  	
  MARLENE M.
  BARBOSA

  	
   

  	
  5.72

  	
   

  
	
  5578

  	
   

  	
  09/28/07

  	
   

  	
  ROSAANA
  BARRERA

  	
   

  	
  220.34

  	
   

  
	
  5579

  	
   

  	
  09/28/07

  	
   

  	
  GIANCARLOS
  BASSI

  	
   

  	
  159.70

  	
   

  
	
  5580

  	
   

  	
  09/28/07

  	
   

  	
  AMANDA M.
  BATCHELOR

  	
   

  	
  11.54

  	
   

  
	
  5581

  	
   

  	
  09/28/07

  	
   

  	
  NASTASSIA L.
  BEASLEY

  	
   

  	
  242.31

  	
   

  
	
  5582

  	
   

  	
  09/28/07

  	
   

  	
  MIGUEL A.
  BECHARA

  	
   

  	
  668.07

  	
   

  
	
  5583

  	
   

  	
  09/28/07

  	
   

  	
  AARON
  BENNETT

  	
   

  	
  648.45

  	
   

  
	
  5584

  	
   

  	
  09/28/07

  	
   

  	
  KRISHNA R.
  BLACK

  	
   

  	
  285.94

  	
   

  
	
  5585

  	
   

  	
  09/28/07

  	
   

  	
  KEITH
  BLANTON

  	
   

  	
  260.29

  	
   

  
	
  5586

  	
   

  	
  09/28/07

  	
   

  	
  ERICKA V.
  BOLANOS

  	
   

  	
  145.59

  	
   

  
	
  5587

  	
   

  	
  09/28/07

  	
   

  	
  CAROLYN
  BONTLLA

  	
   

  	
  168.40

  	
   

  
	
  5588

  	
   

  	
  09/28/07

  	
   

  	
  GERED BROWN

  	
   

  	
  238.87

  	
   

  
	
  5589

  	
   

  	
  09/28/07

  	
   

  	
  LEIDYS S.
  CABRERA

  	
   

  	
  151.91

  	
   

  
	
  5590

  	
   

  	
  09/28/07

  	
   

  	
  LEONTDES
  CECERES

  	
   

  	
  137.71

  	
   

  
	
  5591

  	
   

  	
  09/28/07

  	
   

  	
  KRISTEN S.
  CASTILLO

  	
   

  	
  9.41

  	
   

  
	
  5592

  	
   

  	
  09/28/07

  	
   

  	
  SARA M.
  CISNEROS

  	
   

  	
  106.07

  	
   

  
	
  5593

  	
   

  	
  09/28/07

  	
   

  	
  ALEXIS A.
  COLON

  	
   

  	
  19.27

  	
   

  
	
  5594

  	
   

  	
  09/28/07

  	
   

  	
  LEYDI E.
  CRESPO

  	
   

  	
  27.69

  	
   

  
	
  5595

  	
   

  	
  09/28/07

  	
   

  	
  CHARLES
  CROFT

  	
   

  	
  557.85

  	
   

  
	
  5596

  	
   

  	
  09/28/07

  	
   

  	
  JUSTINA M.
  CRONIN

  	
   

  	
  122.90

  	
   

  
	
  5597

  	
   

  	
  09/28/07

  	
   

  	
  BIANCA A.
  DEL CARPIO

  	
   

  	
  551.77

  	
   

  
	
  5598

  	
   

  	
  09/28/07

  	
   

  	
  GUILLERMO N.
  DIAZ

  	
   

  	
  1,027.07

  	
   

  
	
  5599

  	
   

  	
  09/28/07

  	
   

  	
  ESTELA M.
  DIAZ

  	
   

  	
  128.44

  	
   

  
	
  5600

  	
   

  	
  09/28/07

  	
   

  	
  TIRZA DIAZ
  DE VILLEGAS

  	
   

  	
  40.87

  	
   

  
	
  5601

  	
   

  	
  09/28/07

  	
   

  	
  YENNI Y.
  RODRPGUEZ DIAZ

  	
   

  	
  12.45

  	
   

  
	
  5602

  	
   

  	
  09/28/07

  	
   

  	
  REBECA J.
  ENRRIQUEZ

  	
   

  	
  54.85

  	
   

  
	
  5603

  	
   

  	
  09/28/07

  	
   

  	
  CARLOS A.
  ESPINOSA

  	
   

  	
  1,101.48

  	
   

  
	
  5604

  	
   

  	
  09/28/07

  	
   

  	
  YARLEN
  FERREIRA

  	
   

  	
  26.44

  	
   

  
	
  5605

  	
   

  	
  09/28/07

  	
   

  	
  ROXANA M.
  FLORES

  	
   

  	
  339.42

  	
   

  
	
  5606

  	
   

  	
  09/28/07

  	
   

  	
  CHANTEL
  GARCIA

  	
   

  	
  91.44

  	
   

  
	
  5607

  	
   

  	
  09/28/07

  	
   

  	
  VICTOR N.
  GARCIA

  	
   

  	
  332.08

  	
   

  
	
  5608

  	
   

  	
  09/28/07

  	
   

  	
  MONICA A.
  GAVIRIA

  	
   

  	
  155.20

  	
   

  
	
  5609

  	
   

  	
  09/28/07

  	
   

  	
  MARLIE C.
  GOMEZ

  	
   

  	
  185.91

  	
   

  
	
  5610

  	
   

  	
  09/28/07

  	
   

  	
  KADIR
  GONZALEZ

  	
   

  	
  691.24

  	
   

  
	
  5611

  	
   

  	
  09/28/07

  	
   

  	
  ROBERT A.
  GONZALEZ

  	
   

  	
  393.84

  	
   

  
	
  5612

  	
   

  	
  09/28/07

  	
   

  	
  WILLIAM
  GOODMAN

  	
   

  	
  193.75

  	
   

  
	
  5613

  	
   

  	
  09/28/07

  	
   

  	
  PEDRO J.
  GUZMAN

  	
   

  	
  587.41

  	
   

  
	
  5614

  	
   

  	
  09/28/07

  	
   

  	
  EMILIO
  HERNANDEZ

  	
   

  	
  487.68

  	
   

  
	
  5615

  	
   

  	
  09/28/07

  	
   

  	
  JENNIFER
  HERNANDEZ

  	
   

  	
  15.85

  	
   

  
	
  5616

  	
   

  	
  09/28/07

  	
   

  	
  MICHAEL S.
  HULKOW

  	
   

  	
  939.35

  	
   

  
	
  5617

  	
   

  	
  09/28/07

  	
   

  	
  EARL M. HUNT

  	
   

  	
  819.39

  	
   

  
	
  5618

  	
   

  	
  09/28/07

  	
   

  	
  RAISA
  JARTCHINSKAJA

  	
   

  	
  18.74

  	
   

  
	
  5619

  	
   

  	
  09/28/07

  	
   

  	
  JESSICA C.
  JOLIVET

  	
   

  	
  39.60

  	
   

  
	
  5620

  	
   

  	
  09/28/07

  	
   

  	
  STEVE
  LEQUIRE

  	
   

  	
  803.15

  	
   

  
	
  5621

  	
   

  	
  09/28/07

  	
   

  	
  PATRCIA M.
  LHOESTE

  	
   

  	
  263.87

  	
   

  
	
  5622

  	
   

  	
  09/28/07

  	
   

  	
  VICTORIA L.
  LOSTAL

  	
   

  	
  116.04

  	
   

  
	
  5623

  	
   

  	
  09/28/07

  	
   

  	
  FRANCINE G.
  LYN

  	
   

  	
  180.23

  	
   

  
	
  5624

  	
   

  	
  09/28/07

  	
   

  	
  JOAO MERCADO

  	
   

  	
  482.92

  	
   

  
	
  5625

  	
   

  	
  09/28/07

  	
   

  	
  SASHA
  MERLANO

  	
   

  	
  0.33

  	
   

  
	
  5626

  	
   

  	
  09/28/07

  	
   

  	
  MARILYN
  MONTANEZ

  	
   

  	
  140.13

  	
   

  
	
  5627

  	
   

  	
  09/28/07

  	
   

  	
  RAMON O.
  MUNOZ

  	
   

  	
  952.82

  	
   

  
	
  5628

  	
   

  	
  09/28/07

  	
   

  	
  DIANE A. NGO

  	
   

  	
  21.42

  	
   

  
	
  5629

  	
   

  	
  09/28/07

  	
   

  	
  LILIYA R.
  NURGALEEVA

  	
   

  	
  251.73

  	
   

  
	
  5630

  	
   

  	
  09/28/07

  	
   

  	
  CHRISTOPHER
  L. PACHECO

  	
   

  	
  695.42

  	
   

  



 


169

















 


	
  All checkbooks

  09/28/07

  	
   

  	
  KENJA II, INC 

  Check Register

  	
  PPMPR
  Page 2

  



 


	
  Check Number

  	
   

  	
  Check Date

  	
   

  	
  Payee

  	
   

  	
   

  	
   

  	
  Amount

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5631

  	
   

  	
  09/28/07

  	
   

  	
  RAFAEL A. PADILLA

  	
   

  	
   

  	
   

  	
  571.10

  
	
  5632

  	
   

  	
  09/28/07

  	
   

  	
  PAISLEY T. KASTEN

  	
   

  	
   

  	
   

  	
  139.49

  
	
  5633

  	
   

  	
  09/28/07

  	
   

  	
  JESUS H. PEREZ

  	
   

  	
   

  	
   

  	
  977.41

  
	
  5634

  	
   

  	
  09/28/07

  	
   

  	
  JENNIFER PEREZ

  	
   

  	
   

  	
   

  	
  6.78

  
	
  5635

  	
   

  	
  09/28/07

  	
   

  	
  RITA M. PEREZ

  	
   

  	
   

  	
   

  	
  20.81

  
	
  5636

  	
   

  	
  09/28/07

  	
   

  	
  MICHAEL P. PIRAINO JR

  	
   

  	
   

  	
   

  	
  728.80

  
	
  5637

  	
   

  	
  09/28/07

  	
   

  	
  NICHOLAS J. PIRAINO

  	
   

  	
   

  	
   

  	
  339.05

  
	
  5638

  	
   

  	
  09/28/07

  	
   

  	
  RODOLFO R. POMETTI

  	
   

  	
   

  	
   

  	
  226.81

  
	
  5639

  	
   

  	
  09/28/07

  	
   

  	
  DILIA RADCHABOVA

  	
   

  	
   

  	
   

  	
  15.03

  
	
  5640

  	
   

  	
  09/28/07

  	
   

  	
  LIMARYS REYES

  	
   

  	
   

  	
   

  	
  169.89

  
	
  5641

  	
   

  	
  09/28/07

  	
   

  	
  CHRISTINE RODRIGUEZ

  	
   

  	
   

  	
   

  	
  2.84

  
	
  5642

  	
   

  	
  09/28/07

  	
   

  	
  CHELSEA A. RODRIGUEZ

  	
   

  	
   

  	
   

  	
  12.43

  
	
  5643

  	
   

  	
  09/28/07

  	
   

  	
  YILSA E. RODRIGUEZ

  	
   

  	
   

  	
   

  	
  212.14

  
	
  5644

  	
   

  	
  09/28/07

  	
   

  	
  OLMARY E. RODRIGUEZ

  	
   

  	
   

  	
   

  	
  143.72

  
	
  5645

  	
   

  	
  09/28/07

  	
   

  	
  JANET ROJAS

  	
   

  	
   

  	
   

  	
  13.06

  
	
  5646

  	
   

  	
  09/28/07

  	
   

  	
  YOVANNA ROSARIO

  	
   

  	
   

  	
   

  	
  224.05

  
	
  5647

  	
   

  	
  09/28/07

  	
   

  	
  LEONEL RUBIO

  	
   

  	
   

  	
   

  	
  536.54

  
	
  5648

  	
   

  	
  09/28/07

  	
   

  	
  SHERRY N. SAIPHOO

  	
   

  	
   

  	
   

  	
  378.42

  
	
  5649

  	
   

  	
  09/28/07

  	
   

  	
  CONCEPCION M. SALAZAR

  	
   

  	
   

  	
   

  	
  16.90

  
	
  5650

  	
   

  	
  09/28/07

  	
   

  	
  FABIANA SALVO

  	
   

  	
   

  	
   

  	
  147.33

  
	
  5651

  	
   

  	
  09/28/07

  	
   

  	
  SHARDAE G. SANCHEZ

  	
   

  	
   

  	
   

  	
  144.16

  
	
  5652

  	
   

  	
  09/28/07

  	
   

  	
  VIVIANA B. SANCHEZ

  	
   

  	
   

  	
   

  	
  155.76

  
	
  5653

  	
   

  	
  09/28/07

  	
   

  	
  TATIANA SOTO

  	
   

  	
   

  	
   

  	
  242.96

  
	
  5654

  	
   

  	
  09/28/07

  	
   

  	
  JOHN R. TAYLOR

  	
   

  	
   

  	
   

  	
  463.37

  
	
  5655

  	
   

  	
  09/28/07

  	
   

  	
  JENNIFER A. TORRES

  	
   

  	
   

  	
   

  	
  232.30

  
	
  5656

  	
   

  	
  09/28/07

  	
   

  	
  SHIKLEY A. TORRES

  	
   

  	
   

  	
   

  	
  224.60

  
	
  5657

  	
   

  	
  09/28/07

  	
   

  	
  RICHERT J. VELASQUEZ

  	
   

  	
   

  	
   

  	
  822.77

  
	
  5658

  	
   

  	
  09/28/07

  	
   

  	
  CRYSTAL S. VILA

  	
   

  	
   

  	
   

  	
  111.19

  
	
  5659

  	
   

  	
  09/28/07

  	
   

  	
  LAURA C. VILLALOBOS

  	
   

  	
   

  	
   

  	
  220.41

  
	
  5660

  	
   

  	
  09/28/07

  	
   

  	
  EVETTE N. VILLANUEVA

  	
   

  	
   

  	
   

  	
  204.66

  
	
  Total
  checks

  	
   

  	
  91

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  26,355.17

  



 


170

















 


SCHEDULE 8.16©)


 


For purposes of Paragraph
8.16©), the following persons are identified as managers and their present
salaries are as follows:


 


 


	
   

  	
   

  	
  Name

  	
   

  	
  Weekly Salary

  	
   

  	
  Yearly Salary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Jerry
  Adamany

  	
   

  	
  $

  	
  2,600.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Emilio
  Hernandez

  	
   

  	
  $

  	
  2,600.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Aaron
  Bennett

  	
   

  	
  $

  	
  1,000.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Earl Hunt

  	
   

  	
  $

  	
  900.00

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Charles
  Croft

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  



 


171

















 


SCHEDULE 8.17


 


CONTRACTS AND COMMITMENTS


 


(To be supplied by Seller Equityholders)


 


Seller and Selling Shareholder represent that a full and complete
description of all contracts and unwritten commitments was provided to Buyer in
the course of due diligence and/or prior to closing.


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(HANDWRITTEN: SEE SCHEDULE 8.18, TAB 29)


 


172

















 


SCHEDULE 8.18


 


ASSETS NOT OWNED BY SELLER USED IN BUSINESS


 


(To be supplied by Seller Equityholders)


 


173

















 


ITEMS WE USE BUT DON’T OWN


 


1-
BUNN COFFEE MAKER (CW series model CWTF-15)


Owned by San Glorgio Coffee (305) 917-0462


Detail- They supply make and we by coffee from them.


 


1- Sharp Copy/ fax Machine in
office (sharp AR-M237)


MOS imaging Systems (305) 558-3747






* Any item under “kitchen w/ a (v) means
owned by kitchen chef Victor who we lease out the kitchen in turn for him
giving us free daily buffet.


 


LIST OF CONTRACTS & LEASES


 


	
  1- Bunn Coffee maker (305) 917-0462

  	
   

  	
  Agreement

  
	
  1- Copying machine- MOS Imaging (305)558-3747

  	
   

  	
  Lease Contract

  
	
  3- Dishwashers- Puritain Services (800) 275-8914

  	
   

  	
  Lease Contract

  
	
  1- Trition ATM model *9600 (727)541-9099

  	
   

  	
  Service

  
	
  Adams Electrical Serv.-Generator maint. (305)856-2930

  	
   

  	
  Service Contract

  
	
  Waste Cooking oil removal (407) 857-5474

  	
   

  	
  Service Contract

  
	
  NuCO2 (800)472-2855

  	
   

  	
  Pay as use

  
	
  Multi-Flow Soda Guns- Dennis (800) 523-6060

  	
   

  	
  Equipment Contract

  



 


(INITIALED: MO, KW)


 


174

















 


SCHEDULE 8.22


 


TAX DISCLOSURES


 


(To be supplied by Seller Equityholders)


 


Seller
and Selling Shareholder/Equityholder represent that no disclosures are required
under section 8.22. Seller and Selling Shareholder will provide Buyer with
copies of all tax returns of Sellers in their possession or control within 30
days of the date of the closing.


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


(INITIALED: MO, KW)


 


175

















 


SCHEDULE 8.23


 


LITIGATION


 


1.             The Ragland Workers Compensation
matter (Uninsured)


 


2.                                      A
potential assault and battery claim which may be presented by Amado Cuenca Jr.,
which is alleged to have occurred May 30, 2007 and which is believed to be
insured by Sellers insurance carrier.


 


(INITIALED: MO, KW)


 


176

















 


SCHEDULE 8.25


 


ENVIRONMENTAL DISCLOSURES


 


(To be supplied by Seller Equityholders)


 


This
provision has been waived by the parties.


 


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


177

















 


SCHEDULE 8.27


 


SUPPLIERS, VENDORS, AND CUSTOMERS


 


 (To be
supplied by Seller Equityholders)


 


The
parties acknowledge that this information has been disclosed during the course
of due diligence.


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


178

















 


SCHEDULE 8.27a


 


VIP CUSTOMERS


 


 (To be
supplied by Seller Equityholders)


 


Seller
and Selling Shareholder represent that there is no list of VIP Customers


 


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


179

















 


SCHEDULE 8.29


 


INSIDER TRANSACTIONS


 


 (To be
supplied by Seller Equityholders)


 


Seller
and Selling Shareholder represent: None


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


180

















 


SCHEDULE 8.30


 


BANK ACCOUNTS


 


 (To be
supplied by Seller Equityholders)


 


This
schedule has been waived by the parties.


 


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


181

















 


SCHEDULE 8.31


 


INTELLECTUAL PROPERTY


 


 (To be
supplied by Seller Equityholders)


 


Seller
and Selling Shareholder represent that it owns no intellectual property which
is required to be disclosed under this schedule.


 


 


	
    /s/ KW

  	
   

  	
    /s/KW

  	
   

  	
    /s/MO

  	
   

  
	
  Seller

  	
   

  	
  Shareholder

  	
   

  	
  Buyer

  



 


182

















 


SCHEDULE 8.32


 


INSURANCE


 


 (To be
supplied by Seller Equityholders)


 


(INITIALED: KW)


 


183

















 


SCHEDULE 11.3


 


CERTIFICATION OF NON-FOREIGN STATUS


 


(INITIALED: MO, KW)


 


184

















 


	
  STATE OF
  FLORIDA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF BROWARD

  	
  )

  



 


CERTIFICATION OF NON-FOREIGN
STATUS


 


Section
1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To
inform the transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by Kenja II, Inc, (the “Transferor”),
the undersigned hereby certifies on behalf of the Transferor:


 


1.                                       The
Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);


 


2.                                       The
Transferor’s U.S. employer identification number is 59-2816767_; and


 


3.                                       The
Transferor’s office address is 800 Bush River Road, Suite B Columbia, SC.
29210


 


The
undersigned understands that this Certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.


 


This
Certification is made with the knowledge that VCG Holding Corporation, is
relying upon this Certification in purchasing property from the Transferor.


 


Under
penalties of perjury I declare that I have examined this Certification and to
the best of my knowledge and belief, it is true, correct and complete, and I
further declare that I have authority to sign this document on behalf of the
Transferor.


 


 


	
  Date:

  	
  10/29/07

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Witnesses:

  	
  Kenja II,
  Inc. , a Florida Corporation

  
	
   

  	
   

  
	
   

  	
      /s/
  Allan Rubin

  	
   

  	
      /s/
  Gregory Kenwood Gaines

  	
   

  
	
   

  	
  Allan Rubin

  	
    By:
  Gregory Kenwood Gaines

  
	
   

  	
   

  	
  Its:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
     /s/
  H. Heizer

  	
   

  	
   

  
	
   

  	
  H. Heizer

  	
   

  
							



 


THIS
CERTIFICATION MUST BE RETAINED UNTIL THE END OF THE FIFTH TAXABLE




EAR FOLLOWING THE TAXABLE YEAR IN WHICH THE TRANSFER TAKES PLACE.


 


185

















 


	
  STATE OF
  FLORIDA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY
  OF BROWARD

  	
  )

  



 


CERTIFICATION OF NON-FOREIGN
STATUS


 


Section
1445 of the Internal Revenue Code provides that a transferee of a U.S. real
property interest must withhold tax if the transferor is a foreign person. To
inform the transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by Kenja II, Inc, (the “Transferor”),
the undersigned hereby certifies on behalf of the Transferor:


 


4.                                       The
Transferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and
Income Tax Regulations);


 


5.                                       The
Transferor’s U.S. employer identification number is 59-2838398_; and


 


6.                                       The
Transferor’s office address is 800 Bush River Road, Suite B Columbia, SC.
29210


 


The
undersigned understands that this Certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.


 


This
Certification is made with the knowledge that VCG Holding Corporation, is
relying upon this Certification in purchasing property from the Transferor.


 


Under
penalties of perjury I declare that I have examined this Certification and to
the best of my knowledge and belief, it is true, correct and complete, and I
further declare that I have authority to sign this document on behalf of the
Transferor.


 


	
  Date:

  	
  10/29/07

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Witnesses:

  	
  Kenja II,
  Inc. , a Florida Corporation

  
	
   

  	
   

  
	
   

  	
      /s/
  Allan Rubin

  	
   

  	
      /s/
  Gregory Kenwood Gaines

  	
   

  
	
   

  	
  Allan Rubin

  	
    By:
  Gregory Kenwood Gaines

  
	
   

  	
   

  	
  Its:
  President

  
	
   

  	
   

  	
   

  
	
   

  	
     /s/
  H. Heizer

  	
   

  	
   

  
	
   

  	
  H. Heizer

  	
   

  
							



 


THIS
CERTIFICATION MUST BE RETAINED UNTIL THE END OF THE FIFTH TAXABLE




YEAR FOLLOWING THE TAXABLE YEAR IN WHICH THE TRANSFER TAKES PLACE.


 


186
















 


SCHEDULE 14.7


 


Letter Agreement dated June 9, 2007


 


 (INITIALED:
KW)


 


187

















 


DRAPER, RUBIN & SHULMAN, P.LC.

Attorneys & Counselors at Law


 










 


	
   

  	
  Oakland
  County  Office

  	
   

  
	
  David R. Draper

  	
  29800 Telegraph Road

  	
  *also [Illegible]
  in Co. & Pa

  
	
  Allan S. Rubin*

  	
  Southfield, Michigan 48034

  	
   

  
	
  Lawrence B. Shulman

  	
  (248) 358-9400 – Phone

  	
   

  
	
  Neil B. Pioch

  	
  (248) 358-9729 – Fax

  	
   

  
	
   

  	
  www.drsplc.com

  	
   

  



 


June 9,
2007


 


Mr.
Harry Heizer, Jr., Esq. 

6300 St. Andrews Rd., Suite C 

Columbia, SC 29212


 


RE:     Letter
of Intent – KENKEV, INC. D/B/A Platinum Plus


 


Dear
Mr. Heizer:


 


By
way of introduction, this law firm represents VCG Holding Company, a Colorado
public corporation (“VCG” or Purchaser) which proposes to enter into a
mutual agreement with your clients KEN-KEV, Inc., KEN-KEV 2 Inc, KENJA 2, Inc.,  (a Florida “S” Corporation), KENJA II
VENTURE, INC. for the acquisition of all of the shares/assets of these
respective corporations, which operate the Platinum Plus businesses in Portland,
Maine and Hialeah, Florida. These corporations and their shareholders are
referred to singularly as Seller
and collectively as Sellers.


 


This
letter after execution by the Purchaser
and the Sellers shall be a binding
letter of intent (hereinafter LOI).
The signature of attorneys shall not represent a binding LOI. The terms of this
LOI shall be confidential and all information, documents and trade secrets
shall be held in confidence, subject to the strict terms of this LOI.


 


After
the completion of the Due Diligence
Inspection Period (the Inspection
Period), provided for herein, and
not later than fifteen (15) days after written notice of the end of
the Inspection  Period the Purchaser shall deliver to Sellers one or more agreements,
collectively referred to hereinafter as the Definitive
Agreement. The failure of the parties to reach a Definitive Agreement, or related
agreements, such as a non-compete agreement, shall be grounds for “VCG” to terminate this LOI and obtain a
full refund of its deposit.


 


The
Purchaser and Sellers acknowledge that the consideration
for this LOI includes, but is not limited to, the mutual promises hereinafter
made and the out-of-pocket costs and expense for the Inspection Period. The Purchaser sad Seller acknowledge the consideration for this LOI is good and
sufficient, which shall include an escrow deposit of $100,000 ($50,000 for each
business) to be by the attorneys for Purchaser,
as an escrow agent for the parties, whose duties as such, shall be to strictly
comply with the terms of this LOI.


 


The
basic mutual understanding between the Purchaser
and Seller herein under and the
terms to be included in the Definitive Agreement is as follows:


 


	
   

  	
  D|R|S

  	
   

  	
   

  



 


Wayne
County Office: 18580 Mack Ave, Grosse Pointe Farms, Michigan 48236 (313)
885-6800 – phone (313) 885-6801 – fax


 


188

















 


1.                          VCG will
purchase 100% of the outstanding shares of all classes of stock or 100% of the
assets of each of the Sellers, as
the parties mutually agree, and such purchase shall include all of the assets
owned by the Sellers as of the
date of execution of this LOI, except for:


 


(a)                     the trade
name “Platinum Plus”;


(b)                    any other
items set forth on the Excluded Schedule
of the Definitive Agreement;


(c)                     and shall be
free of all liabilities except as
set forth on assumed Liability Schedule.


 


2.                          The Purchase Price shall be for:


 


(a)                     for the
KENKEV (Portland) Sellers:       $4,500,000


(b)                    for the KENJA
II (Miami) Sellers:          $6,875,000


 


The respective Purchase
Price shall be paid in cash at closing less the agreed Escrow Deposit of
$100,000, which, shall be allocated 50/50 to each business, shall paid over to
the Sellers at the closing of the
individual or joint closing, or if the Purchaser
defaults under the Definitive Agreement paid
over to Sellers’ attorney upon the
failure of Purchaser to close on
the closing Date set fort in the Definitive Agreement.


 


(c)                     Tax
Allocation:    the Purchaser
and Seller shall mutually agree on
the allocation of the Purchase Price and shall execute IRS Form 8594 at closing
setting forth the allocation to each class of assets of the KENJA II Sellers. Purchaser agrees to pay certain
consulting fees to Alliance Management Partners; which amount shall be set fort
in separate agreements and shall reduce the Purchase Price to Seller in an
equal amount.


 


3.                          Inspection Period: Within 14 days of the
date this LOI is executed by the Sellers, the Sellers shall provide the
Purchaser with its Corporate Tax Returns for the Tax Years 2001 to 2006 for the
Sellers. For a period of thirty (30) days thereafter from date of delivery of
the returns (“Inspection Period”), Purchaser may investigate the economic
condition and viability of the Business, laws, rules, regulations applicable to
the Business and the Business’ assets and review all books, documents, records,
contracts, and agreements relating to your Business. The inspection shall include a 7-day period for Purchaser to observe all
operations of the business, including accounting. Following the Inspection
Period and during the time prior to Closing, the Purchaser shall
have the right to have a person on-site and observing all aspects of the
operation, including any accounting matters, provided that the


 


189

















 


Purchaser’s
on-site person does not disclose the existence of this LOI and/or definitive
agreement. Purchaser’s investigation during the inspection period shall be conducted in a manner to be as
unobtrusive as possible and still permit Purchaser to conduct adequate due diligence.
During the Inspection Period, if
the Purchaser is not satisfied with the results of Purchaser’s inspections,
Purchaser shall have the right to terminate this LOI and shall be entitled to a
refund of the escrowed funds. During the Inspection Period, Sellers shall
cooperate with the Purchaser to assist Purchaser in Purchaser’s investigation
of Seller’s business.


 


4.                          Closing Date:  The
Closing Date shall be set forth in the Definite Agreement and shall
not later ten (10) days after the obtaining of all necessary approvals for the
transfer of the liquor license and other related permits, such as adult
licenses, have been approved by the relevant liquor license and other
authorities for the transfer of all licenses and permits necessary to operate the premises in the manner it is
being operated on the date this agreement is executed provided all conditions
precedent to the Closing have been satisfied by you, or waived by the Purchaser
or in  purchasers sole option, he
may void this agreement without penalty. In the event that permission is
obtained for the transfer of one asset, prior to the other, the closing shall
be held for the approved business as set forth in this paragraph.


 


The
Closing is contingent upon the Purchaser obtaining permission from the necessary
governmental agencies to operate the business in the manner that is currently
being operated at the respective present locations and upon approval of any
local municipality for an adult license (if necessary) at the business
location. The purchaser shall apply forthwith to obtain such approval, following execution of
the Definitive Agreement. Failure to obtain approvals to transfer the
license(s) shall be a basis for Purchaser to cancel this LOI and the escrow
deposit paid shall be refunded to purchaser.


 


5.                          Additional Covenants: The parties agree that
they will enter into non compete agreement, mutually agreeable to the parties. The failure to agree on a non-competition
agreement shall be grounds for VCG to terminate this Agreement. A non-competition
agreement shall survive closing.


 


6.                          Representation and Warranties: Seller will
make the customary representations and warranties to Purchaser concerning the
business assets, business financial condition, and absence of litigation,
employee and independent contractor relationships, compliance with the laws,
rules, and regulations, employment practices, and absence of liabilities. Seller shall defend, indemnify and hold
Purchaser harmless for any breach of any representation, warranty, covenant or
agreement in the Agreement, any misrepresentation relating thereto, including
any and all costs and expenses


 


190

















 


incident thereto. In
addition, Seller shall indemnify and hold harmless Purchaser from any lawsuits
filed or arising from an  action
which is alleged to have occurred prior to the date of closing involving the
Business.


 


Purchaser shall indemnify
seller from any claim arising after the closing, or for any breach of any
representation, warranty, covenant or agreement in the Agreement, or any
misrepresentation, in all actions, costs and expenses incident thereto.


 


7.                         Purchaser
Conditions to Closing: The Definitive Agreement will provide certain
conditions precedent to Closing, including, but not limited to, ownership of
shares of stock/assets; Seller has all licenses and permits required for the
Business to operate an adult entertainment business at the premises after the
sale; that the sale to Purchaser has no adverse affect upon the lease (if any)
of the premises, and/or any contracts which Seller may have with any clients or
customers; that the property is properly zones to permit an adult entertainment
facility at its premise, and, no amendment or modification of any law, rule,
regulation, ordinance, statute, code, or orders of any federal state or local
government agency, unit, division or department, relating to  the Seller has been passed since the date
of the LOI or is pending or proposed which would effect the Purchaser’s ability
to operate the business in the manner it is presently operating. In addition,
at the time of closing, the Sellers will have at lease one (1) week food and
liquor inventory on premises.


 


As an additional
condition precedent, the Purchaser will obtain for the Portland Maine, location,
As an additional condition precedent, the Purchaser will obtain a commercially
acceptable lease from the Landlord for a period of at least 25 years, at the
current rate, with commercially reasonable periodic increases in rent. Seller
represents that it owns the real property upon which the Business is located.
Seller shall grant Buyer a right of first refusal for the Property upon which
the business is located. Seller represents that it owns the real property upon
which the Business is located.


 


As an additional
condition precedent for Miami, the Purchaser will obtain a commercially
acceptable lease from the Landlord for a period of at least 25 years, at a rate of $10,000.00 per
month, with commercially reasonable periodic increases in rent. Seller represents
that it owns the real property upon which the Business is located. Seller shall
grant Buyer a right of first refusal for the Property upon which the business
is located. A separate parcel of property is owned by Seller and is presently
being used as a parking lot for the business. This parcel shall be included in
the lease and/or sale agreement for no additional consideration.


 


191

















 


8.                         Conduct
of Business Provision: That between the date of this LOI and the Closing
Date, the Business and affairs of Seller shall be conducted in the ordinary
course of business and  Sellers
will use their best effort to maintain the Business and Business relationships.
The Definitive Agreement will contain certain covenants concerning the
operation of the Business until Closing Date, including, but not limited to,
restrictions upon making contracts or commitments, or modifying contracts or
commitments (including compensation agreements with employees and/or
independent contractors), and taking other actions which could have an adverse
effect upon the business.


 


9.                         Seller’s Cooperation: Selling Shareholders
will agree to aid in the transition of the business for thirty (30) days
following the closing. This shall include supplying any assistance reasonably
required or requested by VCG.


 


10.                  Seller and
Purchaser will bear their own costs and expenses in connection with the
Purchase and Sale.


 


11.                  The LOI may be
executed in part or counter parts and fax signatures shall have the effect of
originals. This agreement shall not have affect until executed by purchaser
after acceptance by Seller.


 


12.                  Governing Law: This
Agreement and the rights and liabilities of the parties hereunder shall be
construed, interpreted and enforced in accordance with the substantive and
procedural laws of the State of Florida, as it relates to the Miami business
and the State of Maine, as it relates to the Portland business, Subject to the
provisions in this Agreement for arbitration, each of the parties hereby
irrevocably and unconditionally: (a) submits for itself and its property in any
equitable proceeding relating to this Agreement, or for the recognition and
enforcement of any judgment in respect thereof to the exclusive general
jurisdiction of the trail and appellate courts of the State of Florida (Dade
County) and Maine (Portland), including the respective federal courts located
in and/or covering those jurisdictions relating to the location wherein each
respective business is located (or either in the event the dispute involves the
agreement, generally); (b) consents that any such equitable action or
proceeding shall only be brought in the courts listed in subparagraph (a) above
and waives any objection that may now or hereafter have to the venue of any
such action or proceeding in any such court or that such, equitable action or
proceeding was brought in an inconvenient court and agrees not plead or claim
the same; (c) agrees that service or process in any such equitable action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail, postage prepaid or addressed to


 


192

















 


each party, or such other
address of which the party (or his or its attorney) shall have been notified; and
(d) agrees that nothing herein shall affect the right to properly serve process
in any other manner permitted by law. In any equitable proceeding relating to
this Agreement, the parties hereby agree that the court may include provisions
for the payment of costs and other expenses, including reasonable attorney’s
fees, as part of any ruling or award made hereunder.


 


13.                  That the LOI
shall be considered to be drafted by both Sellers and Purchasers to avoid the
application of any rule construing contractual language against the drafter of
this Letter Agreement.


 


14.                  This letter
agreement shall expire if not executed by Seller within 5 days of the date of
execution of this letter of intent by Purchaser.


 


If you agree with
the terms and conditions set forth in this letter agreement please indicate
your agreement to by executing where indicated below.


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  DRAPER,
  RUBIN & SHULMAN P.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Alan S. Rubin

  	
   

  
	
   

  	
   

  	
   

  	
  Alan
  S. Rubin

  
	
   

  	
   

  	
   

  	
  allan@drsplc.com

  



 


	
  Accepted by Sellers:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  KEN-KEV,
  INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ken Wood

  	
   

  	
   

  	
  6 - 9 - 07

  	
   

  
	
  By: Ken Wood

  	
   

  	
   

  	
  Dated

  
	
  Its: 100%
  Shareholder

  	
   

  	
   

  	
   

  



 


KEN-KEV2, INC.


 


193

















 


	
  /s/ Ken Wood

  	
   

  	
   

  	
   

  	
  6-9-07

  	
   

  
	
  By: Ken Wood

  	
   

  	
   

  	
  Dated

  
	
  Its: 100%
  Shareholder

  	
   

  	
   

  	
   

  



 


	
  KENJA II,
  Inc.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ken Wood

  	
   

  	
   

  	
   

  	
  6-9-07

  	
   

  
	
  By: Ken Wood

  	
   

  	
   

  	
  Dated

  
	
  Its: 100%
  Shareholder

  	
   

  	
   

  	
   

  
						



 


	
  KENJA
  VENTURE INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ken Wood

  	
   

  	
   

  	
   

  	
  6-9-07

  	
   

  
	
  By: Ken Wood

  	
   

  	
   

  	
  Date

  
						



 


 


	
  Accepted:

  	
   

  	
   

  	
   

  
	
  VCG
  HOLDING CORP.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michel Ocello

  	
   

  	
   

  	
   

  	
  June 10, 2007

  	
   

  
	
  Michel Ocello,
  President

  	
   

  	
   

  	
  Date

  
						



 


194