Covenant Not to Compete (Prior Employee)



 Exhibit 10.3 
 COVENANT NOT TO COMPETE 
 THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and
effective as of the Closing of the Agreement and Plan of Reorganization between Duncan Burch and VCG Holding Corp. and VCG-BD, LLC, between Scott Burch, a resident of the State of Texas (“Prior Employee”), and VCG Holding Corp., a Colorado
corporation, and VCG-BD, LLC, a Texas limited liability company (“collectively Employer”). 
 W I T N E S S E T H: 
 WHEREAS, all of the shares of common stock of TTNA, Inc., a Texas corporation (“TTNA”) and Duncan Burch (“Controlling Shareholder”)
are to be acquired by Employer pursuant to a certain Agreement and Plan of Reorganization and Agreement of Merger (the “Merger Agreements”); and 
 WHEREAS, TTNA thereafter will become wholly owned by Employer and will continue to conduct its respective business in the same manner as such business has been conducted by TTNA prior to the acquisition; and

 WHEREAS, Prior Employee has been a consultant to TTNA and has intimate knowledge of its business practices, which, if exploited by Prior
Employee in contravention of this Agreement, would seriously, adversely and irreparably affect the interests of Employer and TTNA and the ability of TTNA to continue the business previously conducted by it; and 
 WHEREAS, to induce Employer to make such cash payment to Prior Employee, Prior Employee has agreed to execute and deliver this Agreement. 
 NOW, THEREFORE, in consideration of the above premises, the mutual promises and covenants of the parties hereto set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Prior Employee and Employer, intending to be legally bound, agree as follows: 
 1. Definitions. As used herein, the following terms shall have the following meanings unless the context otherwise requires: 
 a. “Area” shall mean a radius of twenty-five (25) miles from 10250 Shady Trail, Dallas, Texas 75220. 
 b. “Business” shall mean the operations of TTNA as conducted as of the Closing Date. 
 c. “Competing Business” shall mean any business organization of whatever form engaged, either Directly or Indirectly, in any
adult entertainment or any business or enterprise which is the same as, or substantially the same as, TTNA (a sexually oriented business which features erotic female striptease) and/or which uses the 










 
name Baby Dolls or any name which is substantially similar, using the name “Baby” or “Dolls” in its name, excluding, however, the Baby
Dolls located at 3601 Highway 157, Fort Worth, Texas (also referenced as 3700 Highway 157), or any other such business currently owned or controlled, directly or indirectly, by the Controlling Shareholder, or in which Controlling Shareholder is an
shareholder , member partner officer or director including Million Dollar Saloon, Baby Dolls Topless Saloons, Inc. (Duncanville/Kiest), Fundfare Restaurants Group, Inc. (Technology), Goodnight Plaza Inc., Manana HQ, 105 Restaurants Group Inc.,
T&N Inc d/b/a Fare-Arlington, Millennium Restaurants Group Inc. d/b/a/ “Cabaret Royale”, Composite Investments Inc. Centerfolds Inc. (etc) d/b/a “Chicas Locas” plus any new or future adult entertainment facilities, or adult
cabarets, that are subsequently opened and owned or controlled by Controlling Shareholder, operated primarily for the Hispanic community and market wherein at least 80% of the language and music is Spanish and 80% of the, employees and contracting
employees are primarily of Latin descent .It shall also not include any other bar, nightclub, and/or restaurant not featuring erotic female striptease including a country and western club, dance hall, dance club, sports bar “Hooter’s type
establishment, “Sneaky Pete’s”, Nick’s, Nick’s Sports City, Sports City, and Red River /Cowboys; provided, however, none of the SOB businesses may be moved from its current locations to a location which is within the Area
without the written consent of the Employer, further provided, however, “Baby Dolls Fort Worth” which may be moved within 1,000 feet of its current location, and Million Dollar Saloon which may move unrestricted and the Arlington, Texas
Chicas Locas may move to any location in Arlington. 
 d. “Directly or Indirectly” shall mean (i) acting as an
agent, representative, officer, director, independent contractor or Prior Employee of a Competing Business; (ii) participating in any such Competing Business as an owner, partner, limited partner, joint venturer, creditor or shareholder (except
as a shareholder holding less than five percent (5%) interest in a corporation whose shares are actively traded on a regional or national securities exchange or in the over-the-counter market); and (iii) communicating to any such Competing
Business the names or addresses or any other information concerning any past, present, or identified prospective client or customer of TTNA or an entity having title to the goodwill of TTNA. Nothing herein shall prevent Prior Employee from acting as
consultant or landlord to Employer. 
 e. “Restricted Period” shall mean the period commencing with the Closing Date
and ending on the fifth (5th) anniversary thereof. 
 f. “Confidential Information” shall include any and all
information related to the purpose and business of TTNA which is proprietary and not general public knowledge, specifically including (but without limiting the generality of the foregoing) any financial statements, appraisals, analysis data, cost
analyses or strategies, clients, customer lists, suppliers, the sales price of TTNA paid by Employer, or any other matters regarding TTNA. Information that is orally disclosed will be considered “Confidential Information” if Employer
indicates to Prior Employee at the time of disclosure the confidential or proprietary nature of the information and provides a written summary of such information to Prior Employee within ten (10) days after the initial oral disclosure 

  

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thereof. Any technical or business information of a third-person furnished or disclosed shall be deemed “Confidential Information” of TTNA unless
otherwise specifically indicated in writing to the contrary. “Confidential Information” shall not include or prevent the use of the general business acumen, expertise and knowledge of Controlling Shareholder or Prior Employee developed
over twenty three plus years of experience running adult entertainment establishments. 
 2. Agreement Not to Compete. Unless
otherwise consented to in writing by Employer, Prior Employee agrees that during the Restricted Period, he will not, within the Area, either Directly or Indirectly, on his own behalf or in the service or on behalf of others, engage in any Competing
Business or provide managerial, supervisory, administrative, financial or consulting services or assistance to, or own a beneficial interest (except as a shareholder holding less than five percent (5%) interest in a corporation whose shares are
actively traded on a regional or national securities exchange or in the over-the-counter market) in any Competing Business. 
 3.
Agreement Not to Solicit Employees. Although Prior Employee has no ownership interest in TTNA, Prior Employee agrees that during the period commencing with the Closing Date and ending on the eighteenth (18th) month anniversary thereof,
he will not, without the prior written consent of Employer, either directly or indirectly, on his own behalf or via sendee or on behalf of others, solicit, divert, or hire away, or attempt to solicit, divert, or hire away from the employment of TTNA
or any of its subsidiaries, managers, floormen, and D.J.’s employed by TTNA or any of its subsidiaries, whether or not such employee is a full-time employee or temporary employee, whether or not such employment is pursuant to a written
agreement, whether or not such employment is for a determined period or is at will, and whether or not such employee has voluntarily terminated their employment. As to other employees, the Prior Employee agrees to the same restrictions as stated
above but for a period of only six (6) months from the anniversary of the Closing, provided, however, this provision shall not apply to cleaning crews or members of the cleaning staff. Further, Prior Employee agrees that he will not, without
the prior written consent of Employer, solicit, either directly or indirectly, on his own behalf or in the service or on behalf of others, to hire, contract or attempt to hire or contract any entertainers who have performed at TTNA during the
preceding six (6) months prior to the Closing Date until the end of the period commencing with the Closing Date and ending on the eighteenth (18th) month anniversary thereof. 
 4. Confidentiality. Prior Employee agrees to hold all Confidential Information of TTNA in confidence for so long as TTNA treats such information
as confidential or proprietary, unless otherwise agreed to in writing by the Employer. During such period Prior Employee will use such information solely for the purposes set forth in this Agreement unless otherwise agreed to in writing by Employer.
Prior Employee agrees not to copy such Confidential Information of TTNA unless otherwise agreed to in writing by the Employer. Prior Employee agrees that he shall not make disclosure of any such Confidential Information to anyone (including
subcontractors) except accounting, business, financial and legal advisors of the Employer to whom 

  

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disclosure is necessary for the purpose set forth above. Prior Employee shall appropriately notify such advisors that the disclosure is made in confidence
and shall be kept in confidence in accordance with this Agreement. The obligations set forth in this Agreement shall be satisfied by Prior Employee through the exercise of the same degree of care used to restrict disclosure and use of its own
Confidential Information. Nothing herein will prevent disclosure of Confidential Information if compelled by Court Order or Subpoena. 
 5.
Remedies. 
 a. Prior Employee acknowledges and agrees that, by virtue of his relationship with TTNA, great loss and
irreparable damage would be suffered by Employer, including, without limitation, damage to the goodwill and proprietary interests of Employer, if Prior Employee should breach or violate any of the terms or provisions of the covenants and agreements
set forth in Sections 2, 3 and/or 4 hereof. Prior Employee further acknowledges that Prior Employee has examined in detail such restrictive covenants and agreements and agrees that the restraints imposed thereby on Prior Employee are reasonable in
the sense that they are no greater than are necessary to protect the goodwill of TTNA invested in by Employer pursuant to the Merger Agreements and to protect Employer in its legitimate business interests, and the restrictive covenants and
agreements are reasonable in the sense that they are not unduly harsh or oppressive. 
 b. The parties acknowledge and agree
that any breach of Sections 2, 3 and/or 4 of this Agreement by Prior Employee would result in irreparable injury to Employer, and therefore Prior Employee agrees and consents that Employer shall be entitled to a temporary restraining order and a
permanent injunction to prevent a breach or contemplated breach of any of the covenants or agreements of Prior Employee contained herein. 
 c. In addition, Employer shall be entitled, upon any breach of Sections 2, 3 and/or 4 of this Agreement by Prior Employee, to demand an accounting and repayment of all profits and other monetary compensation realized
by Prior Employee, directly or through any Competing Business controlled by Prior Employee, as a result of any such breach. 
 d. The rights of Employer under this Section 5 shall not be in limitation or in lieu of any and all other remedies that may be available to Employer at law or in equity. The existence of any claim, demand, action or cause of action
against Prior Employee, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of any then valid covenants or agreements herein. 
 6. Severability. Prior Employee agrees that the covenants and agreements contained in Sections 2, 3, 4 and 5 of this Agreement are of the essence
of this Agreement; that Prior Employee has received good, adequate and valuable consideration 

  

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for each of such covenants; that each of such covenants is reasonable and necessary to protect and preserve the interests and properties of Employer; that
TTNA and its subsidiaries are engaged in the Business through the Area: that irreparable loss and damage will be suffered by Employer should Prior Employee breach any of such covenants and agreements; that each of such covenants and agreements is
separate, distinct and severable not only from the other of such covenants and agreements but also from other and remaining provisions of this Agreement; and, that the invalidity or unenforceability of any such covenant or agreement shall not affect
the validity or enforceability of any other such covenants or agreements or any other provision or provisions of this Agreement unless expressly stated herein. Further, if any provision of this Agreement is ruled invalid or unenforceable by a court
of competent jurisdiction because of a conflict between such provision and any applicable law or public policy, such provision shall be redrawn by such court to the extent required to make such provision consistent with, and valid and enforceable
under, such law or public policy, and as redrawn may be enforced against Prior Employee. 
 7. Tolling. In the event that Prior
Employee should breach any or all of the covenants set forth in Sections 2, 3 and/or 4 hereof, the running of the period of the restrictions set forth in such section or sections breached shall be tolled during the continuation(s) of any breach or
breaches by Prior Employee, and the running of the period of such restrictions shall commence or commence again only upon compliance by Prior Employee with the terms of the applicable section or sections breached. 
 8. Consideration. In consideration for Prior Employee’s compliance with his obligations under this Agreement, Prior Employee shall receive
from Employer the sum of Five Thousand ($5,000.00) Dollars in cash on the Closing Date. Further, Prior Employee acknowledges and agrees that the terms of this Agreement contained herein are reasonable in light of the good, adequate and valuable
consideration which Prior Employee shall receive pursuant to the Merger Agreements. 
 9. Waiver. The waiver by either party of any
breach of this Agreement by the other party shall not be effective unless in writing, and no such waiver shall operate or be construed as the waiver of the same or another breach on a subsequent occasion. 
 10. Governing Law. This Agreement and the rights of the parties hereunder shall be governed by, and construed in accordance with, the laws of the
State of Texas, without regard to the conflicts of laws provisions thereof. 
 11. Amendment. No amendment or modification of this
Agreement shall be valid or binding upon Employer or Prior Employee unless made in writing and signed by the parties hereto. 
 12.
Captions and Section Headings. Captions and section headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it. 
  

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 13. Notices. All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have duly been given if delivered or if mailed, by United States certified or registered mail, prepaid to the party to which the same is directed at the following addresses (or at such other addresses as shall be given in
writing by the parties to one another): 
  

			
	 a.      If to Prior Employee:
	  	
		
		  	 Scott Burch
 P.O. Box 542225
 Dallas, TX 75354

		
	 With a copy to:
	  	
		
		  	 Charles Quaid
 Quaid & Quaid, LLC

Campbell Center II, Suite 600
 8150 N. Central Expressway
 Dallas, TX 75206

		
	 b.      If to Employer:
	  	
		
		  	 Troy Lowrie
 Brent Lewis
 VCG Holding Corp.
 390 Union Blvd., Suite 540
 Lakewood, CO 80228

		
	 With a copy to:
	  	
		
		  	 VCG Holding Company
 Attn: Mike Ocello
 390 Union Blvd., Suite 540
 Lakewood, CO 80228

		
		  	 Martin A. Grusin
 780 Ridge Lake Boulevard

Suite 202
 Memphis, TN 38120
 Facsimile: (901) 682-3590


 Notices delivered in person shall be effective on the date of actual delivery. Notices delivered
by mail as aforesaid shall be effective upon actual receipt. 
 14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed original, but all of which together shall constitute one and the same instrument. 
  

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 15. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the
parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to the subject matter hereof are terminated and canceled in their entirety and are of no further force or effect, but
specifically excluding the Merger Agreements and the agreements, documents and instruments provided for therein. 
 16. Baby Dolls
Name This Agreement does not give Employer any legal ownership of or right to use the trade name or service mark “Baby Dolls” except to prevent use of same by Controlling Shareholder in the Area under the express terms of this
Covenant. All parties hereto recognize Employer obtained the non exclusive rights of TTNA through “ the Merger Agreements” to use “Baby Dolls” solely at 10250 Shady Trail Dallas, Texas, and such right to use said name at its
current location shall continue for as long as the Employer shall operate the business at the current location, provided however, said right shall terminate in 2033 pursuant to one certain Trademark License Agreement effective August 1, 2003

 IN WITNESS WHEREOF, Prior Employee and Employer have each executed and delivered this Agreement as of the date first written above.

  

			
	/s/ Scott Burch
	Scott Burch Prior Employee
	
	 VCG HOLDING CORP.
 A Colorado corporation


		
	By:	 	/s/ Micheal Ocello
	Title: 	 	President
	
	 VCG-BD, LLC
 A Texas limited liability
company

		
	By:	 	/s/ Micheal Ocello
	Title:	 	V. President


  

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