Exhibit 10.9


 


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)


 

















 


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)


 

















 


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)