Exhibit
10.1


 


AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS


 


 


By And Between


 


1443 CORP. INC


a Colorado Corporation,
Seller


 


and


 


STOUT RESTAURANT CONCEPTS, INC.


a Colorado Corporation,
Buyer


 


 


Dated December 5, 2007

















 


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, 1443 Corp, Inc., a
Colorado Corporation dba La Boheme, and Stout
Restaurant Concepts, 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


 


                WHEREAS, the
parties hereto acknowledge that the transfer of the liquor and adult cabaret
licenses as aforesaid are subject to the prior approval of the Liquor Licensing
Authorities for the City and County of Denver and State of Colorado; 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:


 


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A.                                            Those
operating assets of the Seller, currently owned by Seller and utilized by it in
the conduct of a tavern and adult cabaret 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.  Seller shall provide copies
of any leases for Buyer’s review and approval within seven (7) days of the
execution of this agreement. The food and beverage inventory shall be in an amount
equal to three weeks normal usage.  The
cash on hand, including funds in the ATM, shall be at least Twenty Thousand
Dollars ($20,000).


 


B.                                            Seller
hereby consents to the transfer of its liquor and adult cabaret licenses to
Buyer and the issuance of a “temporary permit” to Buyer;
the latter only effective upon closing, subject in all respects to the prior
approvals of the licensing authorities in and for the City and County of Denver
and State of Colorado.  It is understood
and agreed that Seller’s consent to the transfer of such license shall
terminate if this Agreement does not close on or before December 21, 2007.


 


C.                                            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.


 


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D.                                            Those
proprietary rights of the Seller, currently owned by Seller and utilized by it
in the conduct of a tavern and adult cabaret business at the above-referenced
location.  “Exhibit A-2 to be
attached hereto, signed and dated by the parties and incorporated herein
constitutes the complete, final, conclusive, and entire listing of said
proprietary rights.


 


E.                                             Seller
agrees to sell to the Buyer and the Buyer agrees to purchase a “Covenant Not to
Compete” which shall prohibit shareholders of Seller who own 10% or more of the
outstanding capital of Seller, and Seller, from engaging in an adult cabaret
business within a radius of fifteen (15) miles from the location
above-referenced for a three (3) year period from the date of
Closing.  The form of said “Covenant Not
to Compete” shall be that reasonably acceptable to the attorney for the
Buyer.  Seller shall provide upon
execution of this Agreement, a letter acknowledging the list of shareholders
and their respective percentage of ownership.


 


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 Three Million Five Hundred Thousand
Dollars ($3,500,000).  The Base Purchase
Price shall be payable as follows:


 


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A.                                            Earnest
money in the amount of three percent (3%) of the sales price ($105,000) to be
held by the law firm of Brownstein Hyatt Farber Schreck, P.C., in their trust
account, to be delivered in the form of a cashier’s check or certified funds on
the Effective Date.  These funds shall be
held pursuant to the terms of this Agreement.


 


B.                                            Cash or certified funds in the
amount of Three Million, Three Hundred Ninety Five Thousand Dollars
($3,395,000) 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

  	
   

  	
  $

  	
  72,900

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  Covenant Not to Compete

  	
   

  	
  $

  	
  100,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  Leasehold

  	
   

  	
  $

  	
  200,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  Goodwill

  	
   

  	
  $

  	
  3,062,100

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  Inventory

  	
   

  	
  $

  	
  45,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Cash

  	
   

  	
  $

  	
  20,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
  3,500,000

  	
   

  






 


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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:


 


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


 


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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  Two Hundred Fifty Thousand Dollars ($250,000)
of taxable property which may become payable as a result 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
issuance by the  Local Licensing
Authorities of a temporary permit for of the Tavern class liquor and adult
cabaret licenses to the Buyer.  Time is
of the essence, Buyer or its assignee shall make application for 


 


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the transfer of said
licenses, and diligently seek such approvals upon the execution hereof and
Seller shall cooperate with Buyer or its assignee in such endeavor.  The parties will use their best efforts to
close the transaction on or before December 21, 2007, or as soon
thereafter as possible.


 


C.                                            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.


 


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


 


E.                                             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 


 


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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.


 


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


 


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G.                                            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”) of 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 and Buyer’s Earnest Money Deposit shall be
returned.  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.


 


H.                                            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 E, F and G above.  Except
to the extent listed herein, Seller shall be deemed to have waived its approval
of all other documents provided in accordance with paragraphs E, F and G above.


 


I.                                              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 


 


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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 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 


 


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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.


 


J.                                             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 approving the sale of Seller’s assets as set forth in
this Agreement, 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, Buyer’s complete Earnest
Money Deposit shall be returned, and all parties shall be released from any
liability under this Agreement.


 


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.


 


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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 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 


 


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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.                                             The
property is the subject of a lawsuit entitled Zev, LLC v. City and County of
Denver, 1443 Corporation Inc. et al., Case Number 7-SC-711, presently pending
before the Colorado Supreme Court. 
Except as set forth in the preceding sentence, there are no actions,
suits, or proceedings pending, or to the 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

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
  Lance Migliaccio

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
  Lance Migliaccio

  	
   

  	
  Director

  
	
   

  	
   

  	
   

  
	
  Ted R. (“Rusty”) Bullard

  	
   

  	
  Director

  






 


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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 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.


 


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7.                             POSSESSION.


 


                                Provided
that 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.


 


8.                             EMPLOYMENT AGREEMENTS.


 


                                In conjunction
with this Agreement, Buyer may enter into employment/consulting Agreements with
any of the principals and employees of Seller, provied that any such
employment/consulting agreements may only be effective subsequent to the
Closing contemplated herein and subject to the Confidentiality provision in Section 13
below.


 


9.                             TIME
AND PLACE OF CLOSING.


 


                                The
Closing shall take place within three (3) days after the issuance of
temporary permits to the Buyer relating to the sale of alcoholic beverages and
operation of an adult cabaret at the Premises or such other date as Buyer and
Seller may mutually agree upon, provided the other conditions precedent
required by this Agreement have been fulfilled. 
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.


 


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10.                           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 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.


 


11.                           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:


 


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                                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,
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:


 


17

















 


                                                (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 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 


 


18

















 


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.


 


12.                           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 account of
fire, flood, accident, or any other cause or event, to an extent which
substantially affects the value of the 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 


 


19

















 


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.


 


13.                           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.


 


14.                           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.


 


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.


 


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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.


 


15.                           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 any and
all operational costs incurred after closing are the responsibility of
Buyer.  In the event any claim is brought
against Buyer based 


 


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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.


 


16.                           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 


 


22

















 


provided for, and both the Buyer and the Seller as an inducing
condition, represent 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.


 


17.                           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 


 


23

















 


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.


 


18.                           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.


 


19.                           MISCELLANEOUS.


 


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


 


24

















 


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 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, 


 


25

















 


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:

  	
   

  	
  1443 Corp, Inc., a
  Colorado corporation:

  
	
   

  	
   

  	
  1443 Corp. Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
  STOUT RESTAURANT CONCEPTS
  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

  
				






 


20.                           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,
notwithstanding any investigation to or after the Closing date by the Buyer or
the Seller, or their respective agents or representatives.


 


26

















 


21.                           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.


 


22.                           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.


 


23.                           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.


 


24.                           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.


 


27

















 


	
  SELLER:

  
	
   

  	
   

  
	
  1443 CORP, INC.

  
	
  A Colorado Corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lance Migliaccio

  
	
  ,

  
	
  President

  
	
  Date: December 5th, 2007

  
	
   

  	
   

  
	
  BUYER:

  
	
   

  	
   

  
	
  STOUT RESTAURANT CONCEPTS,
  INC

  
	
  A Colorado Corporation

  
	
   

  	
   

  
	
  /s/ Troy Lowrie

  
	
  President

  
	
  Date: December 5th,2007

  
			



 


28

















 


	
  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 1443 Corp, Inc., a
Colorado Corporation, Seller.


 


WITNESS my hand and official
seal.


 


[S E A L]


 


(Notary Stamp: Rebecca J.
Spencer, Notary Public, State of Colorado)


 


	
   

  	
   

  	
  /s/ Rebecca J.
  Spencer-Keith

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
  January 2, 2010

  



 


	
  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 Stout Restaurant Concepts, LLC, a
Colorado Corporation, Buyer.


 


WITNESS my hand and official
seal.


 


[S E A L]


 


(Notary Stamp: Rebecca J.
Spencer, Notary Public, State of Colorado)


 


	
   

  	
   

  	
  /s/ Rebecca J.
  Spencer-Keith

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
  January 2, 2010

  



 


29

















 


“EXHIBIT A”


 


LIST OF ASSETS TO BE PURCHASED


 


30
















 


1443 Corp

Asset List


 


	
  Description

  	
   

  	
  Value

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Plasma TV

  	
   

  	
  800

  	
   

  
	
  Micros DVD

  	
   

  	
  3500

  	
   

  
	
  Wireless 2 way
  radios

  	
   

  	
  500

  	
   

  
	
  Stackable Chairs

  	
   

  	
  100

  	
   

  
	
  Table Tops

  	
   

  	
  500

  	
   

  
	
  Wine Cooling
  Unit

  	
   

  	
  300

  	
   

  
	
  VIP
  Room Sculpture

  	
   

  	
  800

  	
   

  
	
  Stage Chairs

  	
   

  	
  600

  	
   

  
	
  Video Camera (2)

  	
   

  	
  800

  	
   

  
	
  Sound Mixer

  	
   

  	
  250

  	
   

  
	
  VIP
  Room Furniture

  	
   

  	
  300

  	
   

  
	
  Fogger

  	
   

  	
  100

  	
   

  
	
  Budda Head and
  Stool

  	
   

  	
  150

  	
   

  
	
  Telephone System

  	
   

  	
  1000

  	
   

  
	
  Tables and
  Chairs

  	
   

  	
  500

  	
   

  
	
  Kitchen
  Equipment

  	
   

  	
  5000

  	
   

  
	
  POS System
  (Hardware)

  	
   

  	
  2000

  	
   

  
	
  POS System
  (Software)

  	
   

  	
  5000

  	
   

  
	
  Security System
  (Hardware)

  	
   

  	
  2000

  	
   

  
	
  Security System
  (Cameras)

  	
   

  	
  1200

  	
   

  
	
  VIP Card Printer

  	
   

  	
  600

  	
   

  
	
  ATM Machine (2)

  	
   

  	
  5000

  	
   

  
	
  Salad Bar

  	
   

  	
  200

  	
   

  
	
  Web Hosting
  Computer

  	
   

  	
  500

  	
   

  
	
  Server Computer

  	
   

  	
  1000

  	
   

  
	
  Computers (3)

  	
   

  	
  1500

  	
   

  
	
  HD LCD 23” TV

  	
   

  	
  300

  	
   

  
	
  Dell 5100CN Printer

  	
   

  	
  200

  	
   

  
	
  Mesh Office
  Chairs (5)

  	
   

  	
  500

  	
   

  
	
  Ice Machine

  	
   

  	
  500

  	
   

  
	
  Office Art

  	
   

  	
  100

  	
   

  
	
  Wireless Credit
  Card Terminal

  	
   

  	
  250

  	
   

  
	
  Office Soffa and
  Chairs

  	
   

  	
  1000

  	
   

  
	
  Office Table

  	
   

  	
  200

  	
   

  
	
  Wireless Remotes
  for Security System

  	
   

  	
  500

  	
   

  
	
  Wireless
  Headsets

  	
   

  	
  500

  	
   

  
	
  Wireless Credit
  Card Terminals (4)

  	
   

  	
  1200

  	
   

  
	
  Lighting
  Equipment

  	
   

  	
  5000

  	
   

  
	
  VIP
  Room Furniture

  	
   

  	
  2500

  	
   

  
	
  Hindu Statues
  for Bars

  	
   

  	
  250

  	
   

  
	
  Sound Equipment

  	
   

  	
  5000

  	
   

  
	
  Tanning Bed

  	
   

  	
  2000

  	
   

  
	
  Manual Cash
  Registers (7)

  	
   

  	
  700

  	
   

  
	
  Bar TV’s (2)

  	
   

  	
  600

  	
   

  
	
  Plasma TV

  	
   

  	
  300

  	
   

  
	
  Lap Dance
  Room Furniture

  	
   

  	
  1000

  	
   

  
	
  All In One
  Machine (Office)

  	
   

  	
  200

  	
   

  
	
  Ail In One
  Machine (Front)

  	
   

  	
  100

  	
   

  
	
  Club Event
  Decorations

  	
   

  	
  4000

  	
   

  
	
  Front Area Side
  Table

  	
   

  	
  300

  	
   

  
	
  Storage Racks
  (Basement)

  	
   

  	
  500

  	
   

  
	
  Lighting
  Lighting\Laser

  	
   

  	
  11000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  72900