Exhibit 10.7


 


CONSULTING AGREEMENT


 


AGREEMENT made
as of December 4th, 2007, by and between LANCE C. MIGLIACIO, with offices at
2822 Stonnington Court, Highlands Ranch, Colorado, 80126 (“Consultant”), and VCG
HOLDING CORPORATION, INC., with offices at 390 Union Boulevard, Suite 540,
Lakewood Colorado, 80228 (“Client”).


 


WHEREAS, the Client desires
professional guidance and advice regarding marketing, promotions, special
events at it’s locations (“Services”) and desires Consultant to aid it in these
matters; and


 


WHEREAS, Consultant has expertise in such areas and is
willing to act as a consultant to Client upon the terms and conditions set
forth in this Agreement;


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual promises herein contained, the parties hereto agree as follows:


 


1.             Duties,
Scope of Agreement, and Relationship of the Parties.


 


(a)                                  Client hereby agrees to retain Consultant as an advisor and consultant
on marketing, promotions and special events (“Services”), consistent with
Consultant’s expertise and ability, and Consultant agrees to consult with
Client during the term of this Agreement. 
Client understands that Consultant has many other business interests and
will devote as much time as is necessary to perform his duties under this
Agreement.  In addition, Client
understands that Consultant’s efforts on behalf of his other interests are the
sole and separate property of Consultant.


 


(b)                                 The services rendered by Consultant to Client pursuant to this
Agreement shall be as an independent contractor, and this Agreement does not
make Consultant the employee, agent, or legal representative of Client for any
purpose whatsoever, including without limitation, participation in any benefits
or privileges given or extended by Client to its employees.  No right or authority is granted to
Consultant to assume or to create any obligation or responsibility, express or
implied, on behalf of or in the name of Client. 
Client shall not withhold for Consultant any federal or state taxes from
the amounts to be paid to Consultant hereunder, and Consultant agrees that he
will pay all taxes due on such amounts.


 


2.             Fee.


 


(a)                                  In consideration for
performing the Services, the Client shall pay to Consultant a fee (“Fee”)
consisting of eighty thousand (80,000) shares of the common stock (restricted)
of client.  All shares when issued shall
be fully paid and non-assessable.  This Fee
is due and payable upon the approval of the American stock exchange for
issuance, if required, approval from the American Stock Exchange 


 


 


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shall
be applied before December 11, 2007. 
Any shares issued pursuant to this Agreement shall be issued in
certificate form to Lance C. Migliacio.


 


(b)                                 Consultant acknowledges that
the common shares issued pursuant to this Agreement (i) have not been
registered under the Securities Act of 1933, as amended (the “Act”), (ii) cannot be offered or sold
except pursuant to a registration statement under the Act or an exemption from
registration under the Act, and (iii) are being acquired for investment
and not with a view to the distribution thereof.  Consultant represents that he is an “accredited
investor” as such term is defined by Rule 501(a) of Regulation D and
also acknowledges he is capable of evaluating the merits and risks of an
investment in the common shares of VCG.


 


3.                                       Expenses.  Client shall reimburse Consultant for all
reasonable and necessary expenses incurred by him in carrying out his duties
under this Agreement provided Consultant submits related receipts and
documentation with his request for reimbursement and obtains approval from
Client.


 


4.                                       Term.  This Agreement shall continue in effect for a
period of five (5) years from the date hereof.  Subject to the continuing obligations of Consultant
under Section 5 below, either party may terminate this Agreement at any
time if the other party shall fail to fulfill any material obligation under
this Agreement and shall not have cured the breach within 10 days after having
received notice thereof.  Termination or
expiration of this Agreement shall not extinguish Client’s obligation to pay
Consultant’s compensation pursuant to Section 2 hereof.


 


5.             Confidential
Information.


 


(a)                                  “Confidential Information,” as used in this Section 5, means information
that is not generally known and that is proprietary to Client or that Client is
obligated to treat as proprietary.  This
information includes, without limitation:


 


(i)                                     trade secret information about Client and its products and/or services;


 


(ii)                                  information concerning Client’s business as Client has conducted it
since Client’s incorporation or as it may conduct it in the future; and


 


(iii)                               information concerning any of Client’s past, current, or possible
future products and/or services, including (without limitation) information
about Client’s research, accounting, marketing, or operations.


 


(b)                                 Any information that Consultant reasonably considers Confidential
Information, or that Client treats as Confidential Information, will be
presumed to be Confidential Information (whether Consultant or others
originated it and regardless of how it was obtained).


 


 


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(c)                                  Except as required in his duties to Client, Consultant will never,
either during or after the term of this Agreement, use or disclose Confidential
Information to any person not authorized by Client to receive it.


 


(d)                                 If this Agreement is terminated, Consultant will promptly turn over to
Client all records and any compositions, articles, and other items that
disclose, describe, or embody Confidential Information, including all copies,
reproductions, and specimens of the Confidential Information in its possession,
regardless of who prepared them.  The
rights of Client set forth in this Section 5 are in addition to any rights
of Client with respect to protection of trade secrets or confidential
information arising out of the common or statutory laws of the State of Colorado
or any other state or any country wherein Consultant may from time to time perform
services pursuant to this Agreement. 
This Section 5 shall survive the termination or expiration of this
Agreement.


 


6.                                       Inside Information—Securities Laws
Violations.  In the
course of the performance of Consultant’s duties, it is expected that Consultant
will receive information that is considered material inside information within
the meaning and intent of the federal securities laws, rules, and
regulations.  Consultant will not
disclose this information directly or indirectly or as a basis for advice to
any other party concerning any decision to buy, sell, or otherwise deal in
Client’s securities


 


7.             Miscellaneous.


 


(a)                                  Successors and Assigns.  This Agreement is binding on and inures to
the benefit of Client, its successors and assigns, all of which are included in
the term the “Client” as it is used in this Agreement and upon Consultant, his
successors and assigns.  Neither this
Agreement nor any duty or right hereunder will be assignable or otherwise
transferable by either party without the written consent of the other party,
except that Client shall assign this Agreement in connection with a merger,
consolidation, assignment, sale or other disposition of substantially all of
its assets or business.  This Agreement
will be deemed materially breached by Client if its successor or assign does
not assume substantially all of Client’s obligations under this Agreement.


 


(b)                                 Modification.  This Agreement may be modified or amended
only by a writing signed by both Client and Consultant.


 


(c)                                  Governing Law.  The laws of Colorado will govern the
validity, construction, and performance of this Agreement.  Any legal proceeding related to this
Agreement will be brought in an appropriate Colorado court, and both Client and
Consultant hereby consent to the exclusive jurisdiction of that court for this
purpose.


 


(d)                                 Construction.  Wherever possible, each provision of this
Agreement will be interpreted so that it is valid under the applicable
law.  If any provision of this Agreement
is to any extent invalid under the applicable law, that provision will 


 


 


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still be effective to the extent it remains
valid.  The remainder of this Agreement
also will continue to be valid, and the entire Agreement will continue to be
valid in other jurisdictions.


 


(e)                                  Waivers.  No failure or delay by either Client or
Consultant in exercising any right or remedy under this Agreement will waive
any provision of the Agreement, nor will any single or partial exercise by
either Client or Consultant of any right or remedy under this Agreement
preclude either of them from otherwise or further exercising these rights or
remedies, or any other rights or remedies granted by any law or any related
document.


 


(f)                                    Captions.  The headings in this Agreement are for
convenience only and do not affect this Agreement’s interpretation.


 


(g)                                 Entire Agreement.  This Agreement supersedes all previous and
contemporaneous oral negotiations, commitments, writings, and understandings
between the parties concerning the matters in this Agreement.


 


(h)                                 Notices.  All notices and other communications required
or permitted under this Agreement shall be in writing and sent by registered
first-class mail, postage prepaid, and shall be effective five days after
mailing to the addresses stated below. 
These addresses may be changed at any time by like notice.


 




	
  In the case of Client:

  	
   

  	
  VCG Holding Corporation, Inc.

  
	
   

  	
   

  	
  390 Union Blvd., Suite 540

  
	
   

  	
   

  	
  Lakewood, Colorado 80228

  
	
   

  	
   

  	
   

  
	
  In the case of Consultant:

  	
   

  	
  Lance C. Migliaccio

  
	
   

  	
   

  	
  2822 Stonnington Court

  
	
   

  	
   

  	
  Highlands Ranch, Colorado 80126

  






 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date and year first above written.


 


	
  “Consultant”

  	
  “Client”

  
	
   

  	
   

  	
  VCG Holding Corporation, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Lance Migliaccio

  	
   

  	
  By:

  	
  /s/ Troy Lowrie

  	
   

  
	
   

  	
  Lance C. Migliaccio,

  	
   

  	
  Troy Lowrie, President

  
						



 


 


 


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