Exhibit
10.3


 


NON-COMPETITION
AGREEMENT


 


FOR AND
IN CONSIDERATION of a certain assignment of assets as more fully described in that certain “Agreement For The Purchase And Sale Of
Assets” by and between 1443 Corp Inc., a Colorado
corporation, d/b/a La Boheme Gentleman’s Cabaret, Seller, and Stout Restaurant
Concepts, Inc., or Assigns, Buyer, signed and dated
by the parties thereto on December 5, 2007, and for other good and
valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Seller,
and the Officers, Directors, and Shareholders who own 10% or more of the outstanding capital (“Designated Shareholders”) of the Seller, as well
as the Buyer, agree as follows this 21st day of December, 2007.


 


1.                                           Seller, has this date, sold to Buyer all of the assets of 1443 Corp,
Inc, d/b/a La Boheme Gentleman’s Cabaret, as
contemplated by that certain agreement dated December 5,
2007, which is engaged in the tavern and adult cabaret business in the City of Denver, State of Colorado at 1443 - 1447 Stout Street,
Denver, Colorado.


 


2.                     The
purchase price for the assets includes a substantial amount for the goodwill of such business, which goodwill is largely associated with
the Seller, and which could be only preserved
and protected by restricting the ability of Seller, as well as the Officers, Directors, and Designated Shareholders thereof, to
hereafter engage in the adult cabaret business.
This Noncompetition Agreement is specifically an integral
part of the “Agreement For The Purchase And Sale Of Assets” referenced above.


 


3.                     For a
period of three (3) years after the date of this Agreement, the Seller, as well as the Officers, Directors, and Designated Shareholders
thereof, agree not to compete with the Buyer
in any fashion within a fifteen (15) mile radius of the present location of the business. Said competition shall not be direct
or indirect, in a adult cabaret business. For purposes of this
Agreement, direct or indirect competition
shall include, but shall not be limited to, competition as a sole proprietor, partner, corporate officer, director,
shareholder, employee, agent, independent contractor, trustee, manager, or in any other manner in which the
Seller, Officers, Directors, or Designated Shareholders thereof hold any debt
interest, beneficial interest or employment interest in a competitive business,
or shall in any fashion derive any
income from such business or provide any service, including the benefit of
their reputation or know-how to such business.


 


 


1

















 


 


4.                     In the
event that any provision of this Agreement is found to be illegal or unenforceable, such provision shall be severed or modified to the extent
necessary to make it enforceable and as so severed or modified the remainder of
this Agreement shall remain in full force
and effect between the parties.


 


5.                     The
parties acknowledge that the provisions of this Agreement are essential for the protection of the Buyer and that the breach or threat
of breach of this Agreement would cause immediate
and irreparable damage to the Buyer, for which monetary
relief would be inadequate, or impossible to ascertain. Accordingly, the parties hereto agree that upon the existence of any breach or threatened
breach hereof, the Buyer may, without limiting any other
remedies whatsoever, obtain a restraining
order, preliminary injunction, or any other form of relief whatsoever required in
order to enforce the provisions hereof.


 


6.             The
undersigned recognize and agree that
this covenant extends in favor of Stout Restaurant Concepts, Inc., its
heirs, successors and assigns, and that this instrument shall continue in full
force and effect after any subsequent assignment by Stout Restaurant Concepts, Inc.,
in accordance with the terms hereof.


 


7.                     Any and
all questions arising hereunder shall be governed by the laws of the State of
Colorado.


 


8.                     Seller
agrees not to disclose to any third party or utilize in anyway adverse to the Buyer any of the proprietary information transferred to
the Seller under the purchase agreement between the parties herein.


 


	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
   

  	
  1443 CORP.
  INC,

  
	
   

  	
  A
  Colorado Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lance Migliaccio

  
	
   

  	
  Name:

  	
  Lance Migliaccio

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Date:

  	
  12/21/07

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lance Migliaccio

  
	
   

  	
  Lance Migliaccio, Individually

  
				



 


 


2

















 


 


	
   

  	
  /s/ Gidget Sanders

  
	
   

  	
  Gidget Sanders, Individually

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Ted R Bullard

  
	
   

  	
  Ted “Rusty” Bullard, Individually

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUYER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  STOUT RESTAURANT CONCEPTS, INC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Troy Lowrie

  
	
   

  	
  Name: 

  	
  Troy Lowrie

  
	
   

  	
  Title: 

  	
  CEO

  
	
   

  	
  Date:

  	
  12/21/07

  
				



 


 


3