Exhibit
10.5


ASSIGNMENT AND ASSUMPTION OF BUILDING LEASE


 


For good and valuable
consideration, the receipt and sufficiency of which is expressly acknowledged,
the undersigned, P.P.P., LLC, a Colorado limited liability company (“Assignor”),
whose business address is located at 1443-1447 Stout Street, Denver, Colorado hereby grants, conveys,
assigns, and transfers, to STOUT RESTAURANT CONCEPTS, INC., a Colorado corporation (“Assignee”), any and all of Assignor’s right, title and
interest in and to the Building Lease dated July 7, 2001, and any
subsequent addenda (the “Lease”, a copy of which is attached hereto as Exhibit A),
between BK-Stout, LLC (“Landlord”), as assignee of Dikeou Realty, and
2222 Inc. for the Bradshaw Building located at 1443 through 1447 Stout Street,
Denver, Colorado (the “Property”, which was assigned to Assignor on or about March 9,
2006 with the consent of Landlord (attached as Exhibit B hereto), together
with any and all money due and to become due thereon with interest, and
all rights accrued or to accrue under the Lease. This Assignment and Assumption
of Building Lease shall be effective upon (a) the approval of a “temporary permit” to Assignee from the licensing authorities in and for the City and
County of Denver and State of Colorado of the transfer of 1443
Corporation Inc.’s liquor and adult cabaret licenses
and (b) a Closing as contemplated in the Agreement for the Purchase and
Sale of Assets.


 


ADDITIONAL TERMS


 


1.                      Landlord hereby
confirms that (i) the term of the Lease expires on August 31, 2016, unless earlier terminated in accordance with its terms, and (ii) to Landlord’s knowledge, there is no existing default by Tenant
under the Lease.


 


2.                     Neither
this Assignment nor Landlord’s consent hereto shall release or discharge Assignor or Existing Guarantors from any liability whether past, present
or future under this Lease.


 


3.                     Neither Assignor nor
Existing Guarantors (as defined below) shall be released from any liability under the lease because of
Landlord’s failure to give notice of
default under or in respect to any of the terms, covenants, conditions,
provisions or agreements of the Lease.


 


4.             Consent of Landlord to this
Assignment shall not in anyway be construed to relieve Assignor or Assignee of
the obligation to obtain the express written consent of Landlord, in advance,
to any further assignment.


 


5.                     Assignee
hereby agrees to perform faithfully and to be bound by all of the terms, covenants,
conditions, provisions and agreements of the Lease accruing on or after the
mutual execution of this Agreement.


 


6.                     Assignor, Assignee, Existing
Guarantors and all other guarantors of the Lease shall be and continue to be liable for the payment of all bills rendered by Landlord for the charges incurred by Assignee for services
and materials supplied to the Property.


 

















 


7.                     It is covenanted and agreed
that under no circumstances shall Landlord be liable for any brokerage commission or other charge or expense in connection with this Assignment.


 


8.                     Landlord may pursue any of
Assignor, Assignee, Existing Guarantors and all other guarantors of the Lease at Landlord’s sole discretion for any amounts owed, including but not limited
to minimum rent, late fees and attorney fees.


 


9.                     All
notices and demands which may or are to be required or permitted to be given by either party
on the other hereunder shall be in writing. All notices and demands by the
Landlord to the Assignee shall be sent by United States Mail, postage prepaid,
addressed to the Assignee at the Premises, and to the address below, or to such
other place as Assignee may from time to time designate in a notice to the Landlord. All notices and demands
by the Assignee to the Landlord shall be sent by United States Mail, postage
prepaid, addressed to the Landlord at the
address set forth herein, and to such other person or place as the Landlord may
from time to time designate in a notice to the Assignee.


 


To Landlord at: 1615
California Street Suite 707, Denver, Colorado 80202

To Assignee at:                                                                                                  


 


10.                  Except as amended hereby, the Lease shall remain unchanged and the Lease is ratified and confirmed
by the parties.


 


11.                  The grant, conveyance,
assignment, and transfer herein shall be free and clear of any and all liens
and encumbrances on the Property (other than Landlord’s existing mortgage which encumbers the Property). No additional consent
shall be required in the event the underlying transaction with Assignee
does not close for any reason and Assignor
regains possession of the Property. Except as amended hereby, the Lease shall
remain unchanged and the Lease is ratified and confirmed by the parties.


 


12.                  This
Assignment may be signed in counterparts (which may include electronic facsimiles)
signed by any one or more of the parties but which together shall constitute a
single instrument effective for all purposes as of the date set forth above when each of the parties has signed at
least one counterpart.


 


13.                  Concurrently with delivery
of Landlord’s consent to this Assignment, the parties have fully executed and
delivered an Agreement Relating to Assumption/Assignment of Building Lease.


 


   [This space left blank
intentionally.   Signatures appear on
next page.]


 

















 


 


Dated: December 19, 2007.


 


 


	
  ASSIGNOR:

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
  P.P.P., LLC,

  	
  STOUT RESTAURANT CONCEPTS, INC.,

  
	
  a Colorado limited liability company

  	
  a Colorado corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
  /s/
  Lance Migliaccio

  	
   

  	
  By

  	
  /s/
  Troy Lowrie

  	
   

  
	
                Lance
  Migliaccio, Manager

  	
                     Troy
  Lowrie, President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXISTING GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lance Migliaccio

  	
   

  
	
   

  	
   

  	
  Lance
  Migliaccio

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Gidget Bridget Sanders

  	
   

  
	
   

  	
   

  	
  Gidget
  Bridget Sanders

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Anthony Scott Falcone

  	
   

  
	
   

  	
   

  	
  Anthony Scott Falcone

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Frank Henry Walley,IV

  	
   

  
	
   

  	
   

  	
  Frank
  Henry Walley, IV

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ted R. Bullard

  	
   

  
	
   

  	
   

  	
  Ted R. Bullard

  
											



 


Consented to
by Landlord:


 


BK-STOUT, LLC,


a Colorado limited liability
company


 


	
  By

  	
  /s/
  John Dikeou

  	
   

  
	
              John
  Dikeou, Agent

  



 


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