Exhibit
10.8


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT made this 21st day of
December, 2007, by VCG Holding Corporation, Inc.
(“VCG”), and 1443 Corp. Inc. (“1443”), Lance Migliaccio, Gidget Bridget Sanders, Anthony
Scott Falcone, Frank Henry Walley, IV and Ted R. Bullard
(collectively the “Guarantors”) all of whom are shareholders of 1443
(except for 1443 itself).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, 1443 is a
subtenant of P.P.P., LLC at the real property known as 1443-1447 Stout Street,
Denver, Colorado 80202 (the “Premises); and


 


WHEREAS, the Landlord for the Premises is
BK-Stout, LLC which required the Guarantors to personally guarantee all of
P.P.P., LLC’s performance under the Building Lease dated July 7, 2001, and
any subsequent addendum (the “Lease”) at the time P.P.P., LLC became the
assignee of the leasehold; and


 


WHEREAS, Stout Restaurant Concepts, Inc., a wholly owned
subsidiary of VCG is purchasing the assets of 1443, AS contemplated by that
certain agreement dated December 5, 2007, which owns and operates La
Boheme Gentlemen’s Cabaret on the Premises; and


 


WHEREAS, Bradshaw Hotel, Inc., a wholly owned subsidiary
of VCG is purchasing the assets of 1447 Inc., another subtenant of P.P.P., LLC,
which runs the Bradshaw Hotel at the Premises; and


 


WHEREAS, VCG has submitted financial information to the
Landlord which the Landlord has asserted is inadequate to warrant the release
of the Guarantors based upon the Landlord’s opinion about the financial
information submitted by VCG; and


 


WHEREAS, Landlord has consented to the assignment of the
lease for the Premises to Stout Restaurant Concepts, Inc. with the proviso
that the Guarantors remain liable on their guarantees, absent which Landlord
was unwilling to execute the Assignment and Assumption of Building Lease and
Agreement Relating to Assumption/Assignment of Building Lease, both dated December 21,
2007; and


 


WHEREAS, VCG agrees to indemnify the Guarantors of the
leasehold to induce Guarantors to retain their personal guarantees for the
Lease; and


 


WHEREAS, VCG has full authority and power to execute and
deliver this Indemnification Agreement and to assume liability hereunder;


 

















 


NOW, THEREFORE, for the purpose of facilitating the asset sales to
Stout Restaurant Concepts and Bradshaw Hotel, Inc. and the assignment of
the Lease, VCG acknowledges is good, valuable, and sufficient consideration:


 


(a)           VCG agrees to
unconditionally and absolutely indemnify the Guarantors and hold each harmless
from and against any loss, cost, liability, damage, claim or expense, including
attorneys’ fees, suffered or incurred by Guarantors in connection with the
Premises or pursuant to the Lease.  VCG
shall assume the burden and expense of defending the Guarantors with counsel
satisfactory to Guarantors, against all legal proceedings arising out of any
action brought against Guarantors relating to the Premises or the Lease.  VCG may compromise or settle any such
proceedings without the consent of Guarantors only if VCG agrees as part of the
compromise or settlement that Guarantors shall bear no responsibility or
liability for the payment of the amount agreed upon or obligation to take any
other action.


 


(b)           VCG shall pay when
due any judgments against Guarantors which have been indemnified under this
Indemnification Agreement and which are rendered by a final order or decree of
a court of competent jurisdiction from which no further appeal may be taken or
has been taken within the applicable appeal period.  In the event that such payment is not made,
Guarantors may in their sole discretion, pay any such judgments, in whole or in
part, and look to VCG for reimbursement pursuant to this Indemnification
Agreement, or may proceed to file suit against VCG to compel such payment.


 


 


	
  VCG

  
	
   

  
	
  /s/ Troy Lowrie

  	
   

  
	
  By: Troy Lowrie,
  President

  



 


2

















 


STATE OF Colorado


 


County
of Denver, ss.


 


On this 21st day of  December, 2007, before me, the undersigned
notary public, personally appeared Troy Lowrie, proved to me through
satisfactory evidence of identification, which was


 


x           personal knowledge; or


 


o                                                                  ,


to be the person whose
name is signed on the foregoing instrument, and who swore or affirmed to me
that he/she executed the same as his/her free act and deed and the free act and
deed of said limited liability company.


 


(SEAL)


 


	
   

  	
    /s/
  Jan Cooley

  
	
   

  	
  Notary
  Public –

  
	
   

  	
  My
  Commission Expires:05-31-10

  



 


 


(NOTARY STAMP: JAN
COOLEY, NOTARY PUBLIC, STATE OF COLORADO)


 


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