0001104659-07-070196 Sample Contracts

BUSINESS LEASE
Business Lease • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Maine

THIS LEASE (“Lease”), dated the 14 day of Sept., 2007, is by and between K & R Properties, Inc., a South Carolina Corporation (“Landlord”) and KenKevII Inc., a Maine corporation (“Tenant”).

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RESTRICTIVE COVENANT—COVENANT NOT TO COMPETE
Restrictive Covenant - Covenant Not to Compete • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services

This Agreement is made on 9-14, 2007, between Gregory Kenwood Gaines, (“Selling Equityholder”), and VCG Holding Corp. (“Purchaser”), collectively referred to as the “Parties”.

STOCK PURCHASE AGREEMENT RE:
Stock Purchase Agreement • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Florida

THIS AGREEMENT is made on , between the persons identified on the signature pages as “Seller Equityholders” (the “Seller Equityholders”) and VCG HOLDING CORPORATION, a Colorado Corporation on behalf of Florida corporation to be formed (“Buyer”).

GUARANTY OF LEASE
Guaranty of Lease • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Maine

In order to induce K& R Properties (“Landlord”) to enter into that certain Lease dated 9-14, 2007 (the “Lease”) with KenKev II, a Maine Corporation (“Tenant”), VCG Holding Corp., a Colorado corporation (“Guarantor”) hereby makes the following agreements with and in favor of Landlord:

STOCK PURCHASE AGREEMENT RE:
Stock Purchase Agreement • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Maine

THIS AGREEMENT is made on September 14, 2007, between KEN-KEV INC., a South Carolina corporation, Ken-KEV, Inc. and the person identified on the signature pages as “Seller Equityholder” hereinafter referred to as (the “Seller Equityholder” and sometimes “Seller”,) and VCG HOLDING CORPORATION, a Colorado Corporation on behalf of a Maine corporation to be formed (“Buyer”).

DRAFT CONSULTING-LICENSE AGREEMENT
Consulting-License Agreement • September 20th, 2007 • VCG Holding Corp • Services-amusement & recreation services • Virgin Islands

This CONSULTING-LICENSE AGREEMENT (“this Agreement”) is effective as of September 1, 2007, by and between Alliance Management Partners, LLC, a United States Virgin Islands limited liability company (“Consultant”), and VCG Holding Corporation, a Colorado Corporation (Buyer), on behalf of Seller Equityholder, as defined in that certain Stock Purchase Agreement dated August September 14, 2007 (Seller”), which Stock Purchase Agreement is referred to as “the Stock Purchase Agreement.”

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