Exhibit 10.4


 


AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS


 


By And Between


 


1447, INC


a Colorado Corporation,
Seller


 


and


 


Bradshaw
Hotel, INC.


a Colorado Corporation,
Buyer


 


Dated December 5th,
2007


 


(INITIALED:
TL, LM)


 

















 


AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS


 


THIS
AGREEMENT, made and entered into this 5th day of
December, 2007, (“Effective Date”) by and between the Seller, 1447, Inc., dba Bradshaw Hotel/Studios and
Bradshaw Hotel Inc., a Colorado Corporation (“Buyer”).


 


WHEREAS, Seller wishes to sell
its assets as defined in Section 1 below located at 1443 Stout St., City
and County of Denver, Colorado; and


 


WHEREAS, Buyer wishes to
purchase said assets; and


 


NOW THEREFORE, in consideration
of the mutual promises, covenants and conditions hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it has been and is hereby agreed as follows:


 


1.                 ASSETS BEING ACQUIRED.


 


     Subject
to the terms and conditions hereinafter set forth, Seller agrees to sell to
Buyer and the Buyer agrees to purchase:


 


A.                            Those
operating assets of the Seller, currently owned by Seller and utilized by it in
the conduct of a hotel business at the above- referenced location.  “Exhibit A” to be attached hereto,
signed and dated by the parties and incorporated herein constitutes the
complete, final, conclusive, and entire listing of said assets.  Leased items shall be separately scheduled (“Exhibit
A-1”) and the leases assigned to Buyer as permitted by the terms thereof.  Seller shall provide copies of any leases for
Buyer’s review and approval within seven (7) days of the execution of this
agreement.


 


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B.                            The Buyer
acknowledges that all of the assets to be transferred by the operation of this
Agreement are used.  The parties agree
that all of the assets will be in good working condition.


 


2.                 BASE PURCHASE PRICE AND PAYMENT THEREOF.


 


The Base Purchase Price to be paid by the
Buyer to the Seller for all of the assets above-referenced, shall be a total of
Two Hundred Thousand Dollars ($200,000). 
The Base Purchase Price shall be payable as follows:


 


A.                 Cash
or certified funds in the amount of Two Hundred Thousand Dollars ($200,000)
payable at Closing.


 


3.                 ALLOCATION OF PURCHASE PRICE.


 


     The
purchase price provided for in paragraph No. 2 hereof, shall be allocated
to the assets acquired herein by the parties pursuant to a separate schedule
that shall be marked as Exhibit B to this Agreement and incorporated
herein.  Said schedule shall be
consistent with the allocations contained herein.


 


	
  A.

  	
  All Furniture and Equipment

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  B.

  	
  Goodwill

  	
   

  	
  $

  	
  190,000

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
  $

  	
  200,000

  	
   

  



 


4.                 ADDITIONAL PAYMENTS.


 


     In
addition to the Base Purchase Price as aforesaid, the parties agree to make the
additional payments as follows in order to accomplish the Closing of this
transaction:


 


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A.                            All
applicable taxes shall be prorated through the Closing date and paid as due
before or at Closing by the responsible party.


 


B.                            Seller is
responsible for paying any and all taxes of the business accruing through
Closing, but not thereafter, including but not limited to, state and local
sales and use taxes, unemployment taxes, workmen’s compensation, state and
federal withholding taxes, and income taxes. 
At the time of Closing, Seller will produce evidence, satisfactory to
Buyer, that its portion of all applicable taxes which are due have been or will
be paid.  In addition, Seller will
execute an agreement to hold Buyer harmless from any taxes which may be due and
owing arising from any time that Seller operated the business, through and
including Closing, but not thereafter.


 


C.                            As an inducement to
Buyer to enter into this Agreement, Seller covenants to cooperate in good faith
and without qualification, in order to assure Buyer that any and all charges,
including taxes, which are or could become a lien or other charge upon the
property which is the subject of this Agreement, have been or will be
paid.  In this regard, Seller agrees to
execute and deliver any and all documents authorizing Buyer or Buyer’s attorney
to confirm the status of any and all accounts of Seller, including sales tax
and use tax accounts, relating to any governmental authority whatsoever.


 


D.                            Buyer
will pay when due the sales and use taxes on the first Ten Thousand Dollars
($10,000) of taxable property which may become payable as a result


 


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of this
transaction.  Seller agrees to pay any
remaining amount which is due and owing.


 


E.                             Buyer shall be
responsible for any and all charges of any nature relating to the operation of
the premises which accrue after the Closing and are based upon Buyer’s operation
of the business.


 


5.                 CONDITIONS PRECEDENT.


 


     The
consummation of the transaction set forth in this Agreement is expressly
conditioned upon the satisfaction of the following conditions precedent:


 


A.                            There are no
obligations of the Seller pertaining to the operation of the premises which
would be a direct or indirect obligation of the Buyer, other than as disclosed
in this Agreement.


 


B.                            The
representations and warranties of the Seller contained in this Agreement and
the certificates and documents to be delivered pursuant hereto, shall be true,
complete, and correct when made, and as of the Closing Date, and will not
contain any untrue statement of a material fact required to make the statements
herein or therein not misleading.  Seller
shall have performed and satisfied all the covenants, agreements, and
conditions required by this Agreement to be performed and satisfied by it
hereunder except as such may be waived by Buyer in writing.


 


C.                            In the event that
Buyer has not approved and executed an assignment of the Lease for the Premises
prior to Closing, then this Agreement shall be automatically null and
void.  Buyer acknowledges the Assignment
of Lease must


 


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contain a
release of Seller and all the present guarantors of the Lease for all liability
under the lease.


 


D.                            The complete
approval of the Buyer, in its sole and unfettered discretion, relating to the
accounting materials of the Seller, including, without limitation, the balance
sheets, income tax returns and sales tax returns of the Seller for calendar
years 2004, 2005, 2006 and 2007 (to the extent available).  Buyer shall have seven (7) days from the
receipt of the materials to indicate in writing (“Accounting Disapproval Notice”)
disapproval of the accounting materials of the Seller, or this condition will
be deemed to have been satisfied.  In the
event that Buyer does disapprove in writing of the accounting materials within
said seven (7) day period, then this Agreement shall be null and void and
the Buyer’s Earnest Money Deposit shall be returned.  In the event Buyer does not timely provide
the Accounting Disapproval Notice as provided for above, then Buyer shall have
waived its right to terminate this Agreement under this paragraph.


 


E.                             In addition to the
provision of the previously referenced accounting items, after the Buyer has
accepted the initial accounting records of Seller as set forth within Paragraph
E above, the Seller will make available any and all other accounting records
whether in the possession of the company at its premises or within the
possession of its accountant during normal business hours for review and
utilization by the Seller.  Buyer
acknowledges the Seller has certain reporting requirements that will need to be
fulfilled within a short period of time of the closing and it is the intention
of


 


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the parties
that the Buyer be provided reasonable access to any and all records in order to
prepare the necessary reports.


 


F.                             Receipt of such
verification as Buyer shall reasonably require relating to Seller’s current
standing with any and all vendors to the Seller relating to this location.  Buyer shall have seven (7) days from the
receipt of a list of vendors from Seller to indicate in writing disapproval of
any and all vendor related matters of the Seller, or this condition will be
deemed to have been satisfied.  In the
event Buyer does indicate in writing (“Vendor Disapproval Notice”) the
disapproval of any and all vendor related matters of the Seller, then this
Agreement shall be null and void, all parties shall be released from any liability.  In the event Buyer does not timely provide
the Vendor Disapproval Notice as provided for above, then Buyer shall have
waived its right to terminate this Agreement under this paragraph.


 


G.                            On or before December 5,
2007, Buyer shall provide Seller with a list of any documents that it wants to
review that have not been provided in accordance with paragraphs D, E, and F
above.


 


H.                            Buyer will have the
right to review the results of the Site Reconnaisance performed by Tetra Tech
as part of the current Phase I Environmental Report for the Premises.  The Phase I Report will be provided to Buyer
upon receipt.  In the event the Phase I
Report is not available prior to closing, Seller will provide prior to closing
certification from Tetra Tech that any environmental concerns, as determined by


 


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the Buyer in
its sole discretion, will have no impact either presently or in the future on
Buyer or its intended operation.  If the
certification is unacceptable to Buyer, the Agreement is null and void and the
Buyers earnest money shall be returned. 
In the event the Phase I Report is received prior to closing, Buyer will
have seven (7) days after receipt to notify the Seller of any unacceptable
environmental condition related to the property.  If any condition contained within the Notice
is not corrected to the satisfaction of Buyer, the Agreement is null and void
and the Buyers earnest money shall be returned. 
Prior to the Effective Date and within seven (7) days thereafter,
Buyer will be provided access to the premises in order to inspect the physical
systems serving the Premises (i.e., electrical, plumbing, heating, ventilation,
and air conditioning systems) and to determine that the Premises are currently
in compliance with any and all requirements of applicable governmental
authorities, including, but not limited to health department approval, fire
department approval and building department (“Due Diligence Items”).  In the event that Buyer does not accept the
results of its inspection of the Due Diligence Items and gives Seller written
notice thereof (“Due Diligence Disapproval Notice”)  within thirty (30) days of the Effective
Date, then this Agreement shall be null and void, all parties shall be released
from any liability under this Agreement. 
In the event Buyer does not timely provide the Due Diligence Disapproval
Notice as provided for above, then Buyer shall have waived its right to
terminate this Agreement under this paragraph.


 


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I.                              This
Agreement is subject to approval by the Seller’s shareholder’s who hold at
least fifty-one percent (51%) of the outstanding capital stock pursuant to
Colorado Statutes (“Seller’s Shareholders’ Approval”).  In the event that Seller’s Shareholders’
Approval is not obtained within ten (10) days of the Effective Date, then
this Agreement shall automatically be null and void and all parties shall be
released from any liability under this Agreement.


 


J.                             The closing of this
transaction is contingent upon the closing of the agreement dated December 5,
2007, for the purchase and sale of assets between 1443 Corp, Inc., and
Stout Street Restaurant Concepts, Inc., for the adjacent business at 1443
Stout Street.


 


6.                  REPRESENTATIONS AND WARRANTIES OF SELLER.


 


                     As
an inducement to the Buyer to enter into this Agreement, Seller represents and
warrants to Buyer as follows:


 


A.                            The Seller has the
power to own its properties and assets, and to carry on its business as now
being conducted by it.  Subject to
obtaining Seller’s Shareholders’ Approval, the Seller has the power to assign
and transfer to Buyer all of the assets specified in this Agreement which are
to be transferred to the Buyer.


 


B.                            The execution and
delivery of this Agreement does not and the consummation of the transactions
contemplated hereby will not violate any provision of the documents controlling
the operation of the Seller, nor violate any provision of the


 


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Articles of
Incorporation, By-Laws, lease, lien, agreement, instrument, order, judgment or
decree to which the Seller is a party, or whereby it is bound, and will not
violate any other restriction of any other kind or character to which the
Seller is subject.  The Seller has taken
or will take action required by law, its Articles of Incorporation and By-Laws,
or otherwise, to authorize execution and delivery of this Agreement and the
consummation of the transactions described herein.


 


C.                            There are no rights
to acquire shares or membership interests of Seller outstanding, which rights
require the holders thereof to approve the execution of this Agreement or the
consummation of the transactions covered  hereby.


 


D.                            Seller has or will
have by date of Closing, good and marketable title and own all of the assets to
be sold hereunder, free and clear of all liens, encumbrances, and leases
whatsoever, except for leased equipment as set forth on Exhibit A-1.


 


E.                             The Seller has
filed and paid or caused to be filed and paid, all returns for federal, state
and local taxes which are due.  To the
best of Seller’s knowledge, there are no assessments or additional taxes
threatened against the Seller or any of its properties.  The Seller is not delinquent in the payment
of any tax assessment or governmental charge, does not have any tax
deficiencies imposed or assessed against it and has not executed any waiver of
the statute of limitations on the assessment or collection of any tax, which
actions in any manner would affect in any fashion title to any of the property
to be transferred.


 


F.                             There are no
actions, suits, or proceedings pending, or to the


 


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knowledge of
its officers, threatened against the Seller, or any of its properties or any
assets of its business, in law or in equity, which might result in any
judgment, order, injunction or decree having a material or adverse affect upon
its business operations, properties, assets or financial condition, at this
location.


 


G.                            The only Officers
and Directors of Seller at the time of this transaction are:


 


	
  Lance Migliaccio

  	
   

  	
  President

  
	
  Ted R. (“Rusty”) Bullard

  	
   

  	
  Secretary and Vice
  President

  
	
  Lance Migliaccio

  	
   

  	
  Treasurer

  
	
  Ted R. (“Rusty”) Bullard

  	
   

  	
  Director

  
	
  Lance Migliaccio

  	
   

  	
  Director

  



 


H.                            All physical systems
serving the building will be checked and will be in good working order at the
time of Closing.  This includes electrical,
plumbing, heating, ventilation, and air conditioning systems.


 


I.                              Seller
acknowledges that Buyer is owned by companies subject to the reporting
requirements of the Securities Exchange Act of 1934.  Accordingly, nothing in this Agreement shall
be deemed to prohibit any party hereto from making any disclosure which its
counsel deems necessary or advisable in order to fulfill such party’s
disclosure obligations imposed by law.  The
parties agree that other than those disclosures imposed by various


 


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governmental
agencies they shall keep the terms and conditions of this agreement
confidential.


 


J.                             The premises are
currently in compliance with any and all requirements of applicable
governmental authorities, including, but not limited to, health department
approval, fire department approval, and building department approval.


 


7.                  REPRESENTATION AND WARRANTIES OF BUYER.


 


                     As
an inducement to Seller to enter into this agreement, Buyer represents and
warrants that Buyer is in good standing, has the power and authority to enter
into this agreement, execution and delivering of this agreement without
violating the organizational documents of Buyer.


 


8.                 POSSESSION.


 


     Provided
the lease for the Premises has been assigned to Buyer as provided in paragraph
5(d.) above, the Buyer will be entitled to possession of the assets by virtue
of ownership of the assets acquired by the operation of this Agreement upon
Closing.


 


9.                 EMPLOYMENT AGREEMENTS.


 


     In
conjunction with this Agreement, Buyer may enter into employment/consulting
Agreements with any of the principals and employees of Seller, provided that
any such employment/consulting agreements may only be effective subsequent to
the Closing contemplated herein and subject to the Confidentiality


 


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provision in Section 13
below.


 


10.              TIME
AND PLACE OF CLOSING.


 


     The
Closing shall take place contemporaneously with the closing of that certain
agreement for the purchase and sale of assets dated December 5, 2007,
between 1443 Corp., Inc. and Stout Street Restaurant Concepts, Inc.,
or such other date as Buyer and Seller may mutually agree upon, provided the
other conditions precedent required by this Agreement have been fulfilled to
Buyers satisfaction.  A closing
constitutes Buyer’s consent that all conditions precedent contained in section
5 below have been fulfilled or waived The hour of Closing will be that
reasonably designated by Buyer.  The
place of Closing will be at that reasonably designated by Buyer, in the City
and County of Denver.


 


11.              PERFORMANCE OF CONTRACT AND REMEDIES.


 


     Time
is of the essence hereof, and if any payment or other material condition hereof
is not made or performed by either the Seller or the Buyer as herein provided,
then there shall be the following remedies:


 


A.                            IF SELLER IS IN DEFAULT:  Buyer may elect to treat this Agreement as
terminated, in which case all payments and things of value received hereunder
shall be returned to Buyer.


 


B.                            IF BUYER IS IN DEFAULT:  Seller may elect to treat this contract as
terminated, in which case all payments and things of value received by Seller


 


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hereunder
shall be forfeited and retained on behalf of Seller as Seller’s sole remedy,
and liquidated damages.  The parties
agree this remedy shall be the sole remedy of Seller in any event relating to a
Buyer default.


 


C.                            In the event of any
litigation arising out of this contract, the court may award to the prevailing
party all reasonable costs and expenses, including reasonable attorneys’ fees.


 


12.              ENVIRONMENTAL LAWS AND REGULATED SUBSTANCES.


 


     With
respect to Environmental Laws and Regulated Substances (as those terms are
defined in Subparagraph A. below), Seller makes the following covenants,
representations and warranties to Buyer:


 


     A.       Definitions.  For purposes of this paragraph, the following
terms are used with the meanings indicated:


 


(i)            “Environmental Law” means any federal, state or local
enactment relating to protection of public health or the environment, including
(by way of illustration rather than by way of limitation) the Clean Water Act,
33 U.S.C. §1251, et  seq.; the Clean Air Act, 42 U.S.C. §7401, et
seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et
seq.; the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. §9601, et  seq.; the Toxic
Substances Control Act, 15 U.S.C. §2601, et  seq.; and the Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §135, et  seq.,
as well as applicable state counterparts to such federal legislation and any
regulations, guidelines,


 


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directives or other interpretations of any
such enactment, all as amended from time to time.


 


(ii)           “Regulated Substance” means any substance, the ownership,
manufacture, storage, transport, generation, use, treatment, recycling,
disposal or other disposition of which is prohibited or regulated (including,
without limitation, being subjected to notice, reporting, record-keeping,
storage or clean-up requirements) by any Environmental Law.


 


     B.       No Regulated Substances.  Seller represents and warrants to Buyer for 1
year from the date of closing that:


 


(i)            To the best of Seller’s knowledge (without investigation
and acknowledging it has not received notice) no Regulated Substance (other than
de minimis amounts of cleaning supplies) is currently being generated, used,
treated, stored or disposed of on or in the Premises except in a manner
complying with Environmental Law;


 


(ii)           Neither Seller nor, to the best of Seller’s knowledge
(without investigation and acknowledging it has not received notice) any other
person, has ever caused or permitted any Regulated Substance (other than de minimis
amounts of cleaning supplies) to be generated, placed, held, located or
disposed of on, under or in the Premises except in a manner complying with
Environmental Law;


 


(iii)          Neither Seller nor, to the best of Seller’s knowledge
(without investigation and acknowledging it has not received notice) any other
person, has ever


 


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used any portion of the Premises as a dump
site, permanent or temporary storage site or transfer station for any Regulated
Substance except in a manner complying with Environmental Law;


 


(iv)          To the best of Seller’s knowledge (without investigation
and acknowledging it has not received notice) neither Seller nor any other
person has received notice of, or is aware of, any actual or alleged violation
of any Environmental Law affecting the Premises or any activity conducted at
the Premises that would violate any Environmental Law;


 


(v)           To the best of Seller’s knowledge (without investigation
and acknowledging it has not received notice) no action or proceeding is
pending before or appealable from any court, quasi-judicial body or
administrative agency relating to the enforcement of any Environmental Law
affecting the Premises or any activity conducted at the Premises.


 


     C.       Future Information.  Seller agrees that if, after the date of this
Agreement, Seller (directly or through any of its present or former employees
or affiliates) receives any new or additional information or data of whatever
type as to the existence or presence of any Regulated Substance on, under or in
the Premises, Seller shall provide such information to Purchaser within ten (10) days
after Seller receives such information or data.


 


13.               DESTRUCTION OR DAMAGE PRIOR TO CLOSING AND
RISK OF LOSS.  If
before Closing any of the assets being acquired hereunder or the premises out
of which the Seller presently operates have suffered material loss or damage on


 


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account of fire, flood, accident, or any
other cause or event, to an extent which substantially affects the value of
such assets considered as a whole, Buyer shall either i) have the right to
consummate this Agreement.  In which
event, Seller will pay or assign to Buyer any and all insurance proceeds which
Seller is entitled to due to said loss or damage; or ii) Buyer shall have the
right to terminate this Agreement by giving Seller written notice on or before
the Closing Date, in which event this Agreement shall be null and void and all
parties shall be released from any liability under this Agreement and Buyer’s
Earnest Money Deposit shall be returned to Buyer in full.


 


14.              CONFIDENTIALITY.


 


     The parties
agree to keep the terms, conditions and existence of this transaction
confidential until subsequent to the Closing, unless otherwise agreed in
writing by both Buyer and Seller.


 


15.              ITEMS TO BE DELIVERED AT CLOSING BY SELLER.


 


     At
Closing, the parties shall deliver the following:


 


A.                            A “Bill of Sale” and
any and all other documents of transfer or conveyance covering all assets
described herein, free and clear of all claims, charges, liabilities, leases,
liens and encumbrances, subject to the disclosures and exceptions made
hereinabove, containing a warranty of title, with Seller’s covenant to fully
defend the same with said assets being transferred in their “AS IS” but good
working condition.


 


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B.                            Copies of all
financing statements at the time on file, having been filed by any secured
party against the Seller which would affect the title to any assets being
acquired hereunder.


 


C.                            Any and all keys,
combinations or other items necessary for proper access to the premises.


 


D.                            Any and all other
documents as set forth in this Agreement to be delivered by Seller.


 


E.                             A “Closing
Certificate” to the effect that any and all representations and warranties made
in connection with the execution of this Agreement are true as of the date of
Closing, that all conditions precedent have been fulfilled or waived, and
further, that no material needs to be added to make the same not misleading as
of the date of Closing.


 


16.              OPERATION OF BUSINESS BY SELLER.


 


     The
business will be conducted by Seller up to the date of Closing according to,
and conforming with, all laws, rules, and regulations of the applicable City,
County, State and Federal Governments. 
The business will also be operated in a manner that will not violate the
terms of any lease or contract connected with the business, and which will not
result in any increase in the compensation payable to any employee of the
business.


 


     Any
and all costs of operating the business up to the time of closing are the
responsibility of Seller regardless of when any statement is presented for payment
and


 


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any and all operational costs incurred after
closing are the responsibility of Buyer regardless of when any statement is
presented for payment.  In the event any
claim is brought against Buyer based upon any occurrence, transaction, event or
incident, occurring prior to the date of closing, Seller agrees to indemnify,
defend and hold Buyer and its officers, officers, directors, employees, agents,
attorneys, representatives and successors and assigns harmless from and against
any and all demands, claims, causes of actions, expenses, liabilities, awards,
judgments, interest, and losses whatsoever including without limitation all
attorney’s fees, expert witness fees and costs whether incurred by Buyer or
awarded to another party arising from or related to any event occurring prior
to the date of closing.


 


In the event any claim is
brought against Seller based upon any occurrence, transaction, event or
incident, occurring after the date of closing, Buyer agrees to indemnify,
defend and hold Seller and its officers, officers, directors, employees,
agents, attorneys, representatives and successors and assigns harmless from and
against any and all demands, claims, causes of actions, expenses, liabilities,
awards, judgments, interest, and losses whatsoever including without limitation
all attorney’s fees, expert witness fees and costs whether incurred by Seller
or awarded to another party arising from or related to any event occurring
after the date of closing.


 


17.              ADDITIONAL DOCUMENTS AFTER CLOSING.


 


     The
parties hereto agree to execute and deliver any and all other documents
necessary and convenient to effectuate the sale and purchase herein provided
for, and both the Buyer and the Seller as an inducing condition,  represent


 


18

















 


that they have the authority to enter into
this Agreement and to make the foregoing commitments for themselves.  In addition, Seller agrees that it will from
time to time at the request and expense of the Buyer, execute and deliver or
cause to be executed and delivered, all such further bills of sale,
assignments, instruments of transfer and agreements that may reasonably be
required by the Buyer in order to vest title or proof of the sale in the Buyer
to any and all of the properties or assets hereby conveyed or intended hereby
to be conveyed or for aiding the assisting in the performance or collection by
Buyer of any such assets or properties.


 


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18.               PAYMENT OF EXPENSES.


 


A.                            The Buyer and the
Seller are each individually responsible for their own attorneys’ fees incurred
in connection with the preparation of this Agreement and all of the documents
needed to consummate the transactions described herein.


 


B.                            No brokers have been
utilized by the parties concerning this transaction and no compensation is due
to any broker.  If any claims for brokerage
commissions or finders fees or like payment arise out of or in connection with
the transaction provided herein, and in the event any claim is made, all such
claims shall be defended or paid by the party whose actions or alleged
commitments form the basis of such claim, at such party’s option.  Each party whose actions or alleged
commitment form the basis of a claim shall indemnify and hold harmless the
other party from and against any and all claims, demands and expenses,
including but not limited to reasonable attorneys’ fees, with respect to any
brokerage fees or commissions or other compensation asserted by any person,
firm, or corporation in connection with this Agreement or the transaction
contemplated hereby.


 


C.                            All other items,
including all utility charges, personal property taxes, and all other charges
with respect to the assets being acquired hereby, shall be prorated to and
including Closing, and paid before or at Closing by the respective parties.


 


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19.              LIABILITIES NOT ASSUMED.


     Buyer
agrees to assume only those liabilities listed in this Agreement.  It is expressly understood and agreed that
Buyer shall not be liable for any of the obligations or liabilities of the
Seller, except as otherwise set forth herein.


 


20.              MISCELLANEOUS.


 


     The
following miscellaneous provisions shall govern the interpretation and
consummation of the transactions described herein:


 


A.                            This Agreement shall
be interpreted and construed in court in accordance with the laws of the State
of Colorado.


 


B.                            Should
any clause or provision of this Agreement be declared invalid, void, voidable
or unenforceable for any reason in whole or in part, any such invalid, void,
voidable or unenforceable clause or provision shall not affect the whole of
this Agreement, and the balance of the provisions hereof shall remain in full
force and effect to the same extent and in the same manner as if such invalid,
void, voidable or unenforceable clause or provision had been omitted from the
terms and conditions hereof.  Furthermore,
in lieu of such invalid, void, voidable or unenforceable clause or provision
there shall be added automatically as a part of this Agreement a legal, valid,
and enforceable provision as similar in terms to the invalid, void, voidable or
unenforceable provision as may be possible, which shall to the greatest extent
possible effect the original intent of the parties (a “Substantially Similar
Provision”).  Each of the parties hereto
covenants and agrees with each other that it would have executed this Agreement
in accordance with


 


21

















 


its provisions had such invalid, void, or
voidable clause or provision been omitted herefrom and replaced with a
Substantially Similar Provision.


 


C.                            Any notice, demand or
communication under or in connection with this Agreement which either party
desires or is required to give to the other, shall be deemed delivered when
deposited in the United States mail, postage prepaid, or when personally served
upon the other party as follows:


 


	
   

  	
  If to the
  Seller:

  	
  1447 Inc., a
  Colorado corporation:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  	
   

  
	
   

  	
  Lance Migliaccio

  
	
   

  	
  c/o Steven E. Abelman

  
	
   

  	
  410 17th Street, Suite 2200

  
	
   

  	
  Denver, CO 80202

  
	
   

  	
   

  
	
   

  	
  If to the
  Buyer:

  	
  Troy Lowrie

  
	
   

  	
  BRADSHAW
  HOTEL INC

  
	
   

  	
  390 Union
  St., Suite 540

  
	
   

  	
  Lakewood, CO
  80228

  
	
   

  	
   

  
	
   

  	
  With a copy
  to:

  	
  Daniel W.
  Carr, Esq.

  
	
   

  	
  DILL DILL
  CARR STONBRAKER & HUTCHINGS, 

  P.C.

  
	
   

  	
  455 Sherman
  Street, Suite 300

  
	
   

  	
  Denver, CO
  80203

  



 


21.               SURVIVAL OF REPRESENTATIONS, WARRANTIES, AND
COVENANTS.  All of the
representations, warranties, covenants and agreements made in this Agreement or
contained in the certificate or documents furnished in connection herewith,
shall survive the Closing date, and shall be applicable and effective,


 


22

















 


notwithstanding any investigation to or after
the Closing date by the Buyer or the Seller, or their respective agents or
representatives.


 


22.              BINDING EFFECT AND CONDITION SUBSEQUENT.


 


     This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


 


23.              ENTIRE AGREEMENT.


 


     This
Agreement constitutes the entire agreement of the parties hereto with respect
to the subject matter hereof.  All
previous negotiations, and documents relating hereto are deemed by the parties
to be merged in this final writing.


 


24.              TITLES.


 


     The
titles of the paragraphs of this Agreement are for convenience of reference
only, and are not to be considered in any fashion in construing or interpreting
this Agreement.


 


25.              ASSIGNMENT.


 


     The
rights and obligations of the Buyer pursuant to the terms of this Agreement
shall be freely assignable to a wholly owned subsidiary or entity of VCG
Holding Corp., a Colorado corporation, without any further consent of Seller,
but any other assignment by Buyer shall require the prior written consent of
the Seller.


 


     DATED
at Denver, Colorado this 5th day of December, 2007.


 


23

















 


	
   

  	
  SELLER:

  
	
   

  
	
   

  	
  1447 INC

  
	
   

  	
  A Colorado Corporation

  
	
   

  
	
   

  
	
   

  	
  By:  

  	
  /s/ Lance C. Migliaccio

  	
   

  
	
   

  	
   

  	
   Lance C. Migliaccio,

  	
   

  
	
   

  	
  President

  
	
   

  	
  Date:  December         ,
  2007

  
	
   

  
	
   

  	
  BUYER:

  
	
   

  
	
   

  	
  BRADSHAW HOTEL, INC

  
	
   

  	
  A Colorado Corporation

  
	
   

  
	
   

  	
  /s/ Troy Lowrie,

  	
   

  
	
   

  	
  President

  
	
   

  	
  Date: December 5th, 2007

  
						



 


24

















 


STATE OF
COLORADO                         )


                                                                   )  ss.


CITY & COUNTY OF DENVER            )


 


Subscribed and
sworn to before me this 5th  day of December, 2007, by Lance Migliaccio,
President of 1447 Inc., a Colorado Corporation, Seller.


 


WITNESS my
hand and official seal.


 


[S E A L]


 


(Notary Stamp: Jan Cooley,


Notary Public, State of Colorado)


 


	
   

  	
  /s/ Jan Cooley

  	
   

  
	
   

  	
  Notary Public

  
	
   

  
	
   

  	
  My Commission Expires:

  	
       05-31-10

  	
  .

  
					



 


STATE OF
COLORADO                 )


                                                           )  ss.


CITY & COUNTY OF DENVER    )


 


Subscribed and
sworn to before me this 5th  day of December, 2007, by Troy Lowrie, President
of Bradshaw Hotel Inc, a Colorado Corporation, Buyer.


 


WITNESS my
hand and official seal.


 


[S E A L]


(Notary Stamp: Jan Cooley,


Notary Public, State of Colorado)


 


	
   

  	
  /s/ Jan Cooley

  	
   

  
	
   

  	
  Notary Public

  
	
   

  
	
   

  	
  My
  Commission Expires:

  	
       05-31-10

  	
   

  	 

						



 


25

















 


 


“EXHIBIT A”


 


LIST OF ASSETS TO BE PURCHASED


 


Bradshaw Studios Inventory


11/20/07


 


*New
Items. Purchased in 06-07


 


·      Rm
#l


1 shared bathroom- Toilet/Tub/sink


*1 platform bed, *dresser, *1 stainless 5 cu. Ft. refrigerator, *1
stainless  microwave, *1
table, *1 chair. *stainless trash can-phone. *ceiling fan w/remote, *wood blinds. Shared bath-toilet, sink, tub.


 


·      Rm#2


1 bed, 1 dresser, 1 refrigerator, 1 microwave. Sink w/mirror. Shared
bath-Toilet, sink, tub.


 


·      Rm
#3


Storage- misc. tools and parts


 


·      Rm
#4


*l platform bed, *Wall mirror, *Leather couch, *2 end tables, *2 lamps,
*1 coffee Table, *2 cushions, *desk and -chair, -2 shelves, *1 wall screen, *lg
mirror, *1 picture, *1 Panasonic flat screen TV w/remote, -1 DVD player
w/remote, *1 stainless microwave. *1 stainless trash can, -sink w/mirror.
*ceiling fan w/remote. *wood blinds. Shared bath- Toilet, sink, shower.


 


·      Rm
#5


*1 stainless 5cu. Ft. refrigerator, *1 cabinet, *1 leather couch, *1
desk, *1 chair, *1 nightstand, *wood blinds.


 


·      Rm#6


· 1  ceiling fan w/remote, *wood blinds.


 


·      Rm
#7 OFFICE


*1 TV, desk, *2 file cabinets, *1 shelf, *1 trash can, 1 computer,
keyboard, *1 Phone, *2 clocks. *wood blinds


 


·      Rm#8


*1 platform bed,*3 pictures, *mirror, *desk, *chair, *1 27in Olevia
flat screen TV w/remote, *1 lamp, *1 stainless microwave, *1 stainless 4.6 cu
ft refrigerator, *comforter, *2 throw
pillows, *2 shelves, *1 wall mirror, *1 ceiling fan w/remote, *1 stainless
trash can, *1 Buddha statue, *1 silk orchid, *sink w/mirror, *wood blinds.


 


 


26

















 


 


 


·      Rm
#9


*1 platform bed, *1 27in Olevia flat screen TV w/remote, *1 DVD player
w/remote, *1 lamp, *1 stainless microwave, *1 stainless 5 cu ft refrigerator,
*1 comforter, *2 throw pillows,
*2 shelves, *2 shelves, *2 mirrors,
*1 ceiling fan w/remote, *1 stainless trash can, *1 desk, *1 chair, *4
pictures, *sink w/mirror, *wood blinds.


 


·      Rm
#10


1 bed, 1 chair, 1 dresser, 1 TV w/ remote, 1 refrigerator, 1 lamp, 1
microwave, 1 nightstand. Sink w/mirror.


 


·      Rm#ll


1 TV w/remote, 1 microwave, 1 refrigerator, 1 dresser, 1 bed, 1 chair.
Sink w/mirror.


 


·      Rm
#12


1 TV w/remote, 1 microwave, 1 refrigerator, 1 dresser, 1 bed. Sink
w/mirror.


 


·      Rm
#14


1 TV w/remote, 1 dresser, 1 bed, 1 microwave, 2 tables chair, 1
refrigerator. Sink w/mirror.


 


·      Rm #15 Empty


 


·      Rm
#16


*1
platform bed, *3 pictures, *1 silk orchid, *l 27in Olevia flat screen TV
w/remote, *1 DVD player w/remote, *1 lamp, *1 side table, *1 stainless
microwave, *1 5 cu ft stainless refrigerator, *1 comforter, *2 throw pillows, *2 shelves, *2 mirrors,
*sink w/mirror, *wood blinds.


 


·      Rm
#17 Empty


 


·      Rm#18


1 bed, 1 microwave, 1 TV w/remote, 1 refrigerator, 2 dressers, 1 chair,
1 sm. Cabinet. Sink w/mirror.


 


·      Rm
#19


*1 platform bed, *1 stainless trashcan, *1 laundry hamper, *1 silk
orchid, *1 dragon, *2 pictures, *1 27in Olevia flat screen TV w/remote, *1 DVD
player w/remote, *1 lamp, *1 night stand, *1 stainless microwave, *1 5 cu ft
stainless refrigerator, *1 comforter, *2 throw
pillows, *2 shelves, *2 mirrors,
*ceiling fan w/ remote, * 1 desk, *1 chair, *wood blinds. Shared bath- toilet,
sink, tub.


 


 


27

















 


 


·    Rm#21


*1 platform bed, *1 27in Toshiba TV w/remote, *1 DVD player, *1 lamp,
*1 stainless microwave, *1 stainless 5 cu ft refrigerator, *1 comforter, *2
shelves, *mirror, *ceiling fan w/remote, *1 desk, *1 chair, *1 stainless trash
can, *1 silk orchid, *1 picture, *1 leather couch, *1 nightstand, *1 laundry
hamper, *wood blinds. Shared bath- toilet, tub, sink.


 


·     Rm
#22

Empty


 


·    Rm #23


1 refrigerator, 1 dresser, 2 chairs, 1 table, 1
microwave, 1 TV, 1 bed.


 


·      LAUNDRY
ROOM


*1 sink, *1 stainless trash can, *1 table, *2 chairs, *1 powdered soap
machine, *1 dollar bill changer, *1 clock, *1 rolling laundry cart, *wood
blinds.


 


·     Rm
#24


1 bed, 1 trashcan, 2 dressers, 1
refrigerator, 2 tables, 1 microwave, 2 chairs.

Shared bath- Toilet, tub, sink.


 


·     Rm#25


*1 platform bed, *1 stainless trashcan, *1 leather chair, *1 night
stand, *1 lamp, *3 pictures, *1 Buddha head, *1 silk orchid, *wood blinds. *1
comforter, *2 throw pillows, *1 27in Olevia flat screen TV w/remote, *1 DVD
player w/remote, *1 stainless microwave, *1 5cu ft stainless refrigerator, *2
shelves, *1 mirror, *ceiling fan w/remote, *Sink w/mirror. Shared bath- Toilet,
sink, tub.


 


·     Rm
#26


1 bed, 1 table, 2 chairs, 1 refrigerator, 1 microwave, 2 dressers, 1
TV, 1 night stand, 1 lamp. Sink w/ mirror. Shared bath- Toilet, tub, sink.


 


·     Rm
#27


1 bed, 1 table, 2 chairs, 1 refrigerator, 1
microwave, 1TV, 1 dresser. Sink w/mirror.


 


·     Rm
#28


1 bed, 1 microwave, 1 TV, 1 dresser, refrigerator, sink w/mirror.
Shared bath-Toilet , tub, sink.


 


·     Rm
#29


*1 platform bed, *1 Buddha head, *1 silk orchid, *1 picture, *1 27in
Ilo flat screen TV w/remote, *1 lamp, *1 nightstand, *1 comforter, *2 throw pillows,
*1 stainless microwave, *1 5cu ft stainless refrigerator, *2 shelves, *1  mirror, *1 ceiling fan w/remote, *1
stainless trashcan, *1 desk, *l chair, *wood blinds. *sink w/mirror. Shared
bath- Toilet, sink, tub.


 


 


28

















 


·      Rm #30


*1 platform bed, *1 silk orchid, *1 stainless trash can, *1 comforter,
*2 throw pillows, *1 stainless microwave, *1 5cu ft stainless refrigerator, *1
lamp, *1 nightstand, *1 27in RCA Tru Flat TV w/remote, *2 shelves, *2 mirrors,
*1 comforter, *2 throw pillows, *2 shelves,
*ceiling fan w/remote, *1 table, *2 chairs,
* wood blinds. sink w/mirror.


 


·      Rm #31


*1 platform bed, *1 comforter, *2 throw pillows, *2 pictures, *1
nightstand, *1 lamp, *1 leather chair, *1 chair, *1 table, *1 stainless
microwave, *1 5cu ft stainless refrigerator, *1 27in RCA Tru Flat TV w/remote, *2 shelves, *2 mirrors, *ceiling fan
w/remote, *wood blinds. *Sink w/mirror.


 


·      Rm #32


1 bed, 1 chair, 1 table, 1 dresser, 1 TV stand. Sink w/mirror.


 


·      Rm #33


1 TV, 1 refrigerator, 1 microwave, 1 dresser, 1 bed. Sink w/mirror.


 


·      Rm #34


1 refrigerator, 1 bed, 1 TV, 1 dresser, 1 chair, 1 table. Sink w/mirror


 


·      Rm
#35 Empty


 


·      Rm
#36


1 bed, 1 dresser, 1 refrigerator, 1 table, 2 chairs. Sink w/mirror


 


·      Rm #37


1 microwave, 1 refrigerator, 1 desk, 1 table, 1 bed, 1 TV. Sink
w/mirror.


 


·      Rm #38


1 bed, 1 dresser, 1 refrigerator, 1 microwave, 1 TV, 1 table, 2 chairs,
1 nightstand. Sink w/mirror.


 


·      Rm #39


1 chair, 2 tables, 1 microwave, 1 refrigerator, 1 TV, 1 VCR, 1 dresser,
1 bed. Sink w/mirror.


 


·      Rm #40


1 bed, 1 table, 1 chair, 1 dresser, 1 refrigerator, 1 microwave. Sink
w/mirror.


 


·      Rm #41


1 bed, 1 microwave, 1 refrigerator, 1 dresser, 2 chairs, 1 table. Sink
w/mirror. Shared bath- Toilet, tub, sink.


 


 


29

















 


·     Rm
#42


2 beds, 1 refrigerator, 1 dresser, 1 table. Sink w/mirror.


 


·     Rm
#43


1 bed, 1 dresser, 1 mirror, 1 TV, 1 refrigerator, 1 table, 1 chair.
Sink w/mirror.


 


·     Rm
#44


*1 platform bed, *1 comforter, *2 throw pillows, *1 stainless trash
can, *3 pictures, *2 mirrors, *1 27in RCA Tru Flat TV w/remote, *1 DVD player,
*1 lamp, *1 nightstand, *1 stainless microwave, *1 5cu ft stainless
refrigerator, *2 shelves, *1 silk orchid, *ceiling fan w/remote, *wood blinds,
*1 desk, *1 chair. -Sink w/mirror.


 


·     Rm
#45


1 refrigerator, 1 TV, 1 dresser, 1 bed. Sink w/mirror.


 


 


·     1st
FLOOR Womans Bathroom


Shower, *toilet, -toilet
paper dispenser, *vanity, *mirrors, *2 pendant lights, *1 heat/air conditioning
unit


 


·     1st
FLOOR Mens Bathroom


Shower, toilet, sink, mirror, toilet paper dispenser, paper towel
dispenser.


 


·     2nd
FLOOR Mens Bathroom


Tub,
toilet, sink, chair, mirror, toilet paper dispenser.


 


·     2nd
FLOOR *Womans Bathroom


Tub, toilet, sink, chair, mirror, toilet paper dispenser.


 


 


·     lst FLOOR Stair well.  * 4  hall
sconces, *1 chandelier.


 


·     lst
FLOOR Hall


*1 lrg hall table, *1 lrg mirror, *2 pendant lights, *2 tables, *4
chairs, *5 pictures, *2 track lights, *4ceiling fans w/remotes. *1 air
conditioner.


 


·     2nd
FLOOR Hall


*1 chandelier, *2 pendant lights, *1 table, *2
chairs, *8 pictures, *4 ceiling fans  w/remotes, *1 air conditioner.


 


 


30