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Home My WebLink About20092333.tiff RESOLUTION RE: APPROVE APPLICATION FOR TRANSFER OF OWNERSHIP OF HOTEL AND RESTAURANT LIQUOR LICENSE FROM ALFRED AND CAROLINE LOPEZ, DBA EL VAQUERO, TO LA FIESTA MEXICAN GRILL, INC., DBA LA FIESTA MEXICAN GRILL, AND AUTHORIZE CHAIR TO SIGN - EXPIRES OCTOBER 19, 2010 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, La Fiesta Mexican Grill, Inc., dba La Fiesta Mexican Grill, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a Hotel and Restaurant Liquor License for the sale of malt, vinous and spirituous liquors, said license previously held by Alfred and Caroline Lopez, dba El Vaquero, and WHEREAS, pursuant to Exhibit 5-H of the Weld County Code, said applicant has paid the required fees to the County of Weld for a Transfer of Ownership of the existing license, and WHEREAS,said applicant has exhibited a State Liquor License for the sale of malt,vinous and spirituous liquors for consumption by the drink on the premises only, outside the corporate limits of any town or city in the County of Weld at the location described as follows: 4322 Highway 66, Longmont, Colorado 80504 WHEREAS, the Licensee shall host"responsible vendor"training every six(6) months as agreeable to the Colorado Department of Revenue Liquor Enforcement Division, and this training shall be open to other area licensees. Each employee shall be "responsible vendor"trained, and the Licensee shall provide documentary evidence that each employee has been "responsible vendor"trained to the Weld County Clerk to the Board within thirty (30) days of the first available "responsible vendor" class after hiring, and WHEREAS, the Board of County Commissioners deems it advisable to approve the Transfer of Ownership subject to the condition that the applicant first obtain a Building Permit from the Weld County Department of Building Inspections, if one is required, for the addition of the outdoor deck. NOW,THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Weld County, Colorado, having examined said application and the other qualifications of the applicant, does hereby grant License Number 2009-16 to said applicant to sell malt, vinous and spirituous liquors for consumption by the drink on the premises only, only at retail at said location and does hereby authorize and direct the issuance of said license by the Chair of the Board of County 2009-2333 0( . SO LC0032 TRANSFER OWNERSHIP OF LIQUOR LICENSE - LA FIESTA MEXICAN GRILL PAGE 2 Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until October 19, 2010, subject to the condition that the applicant first obtain a Building Permit from the Weld County Department of Building Inspections if one is required for the addition of the outdoor deck to the establishment to contact the Department of Building Inspections, and providing that said place where the licensee is authorized to sell malt, vinous, and spirituous liquors for consumption by the drink on the premises only, shall be in compliance with applicable Building Code Regulations and shall be conducted in strict conformity to all of the laws of the State of Colorado and the rules and regulations relating thereto, heretofore passed by the Board of County Commissioners of Weld County, Colorado, and any violations thereof shall be cause for revocation of the license. BE IT FURTHER RESOLVED by the Board that alcohol is not to be served on the outdoor deck until a modification of the premises has been approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said application. The above and foregoing Resolution was,on motion duly made and seconded, adopted by the following vote on the 31st day of August, A.D., 2009. V OARD OF COUNTY COMMISSIONERS � ) LD COUNTY, COLORADO ATTEST: � Ai iii f SP/ .,, `" t€ USED 0 \ it iam F. Garcia Chair Weld County Clerk to the Bo .-.,,,v „/ ' Dougla ademac er, Pro-Tem De Clerk othe Board Sea . Conway APPROVED SS TO, : a�� , • bra Ki meyer o torney at, E4 David E. Long Date of signature: IG ; (C<j 2009-2333 LC0032 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402(10/29/07) STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1881 Pierce Street,Suite 108 Lakewood,Colorado 80214 LA FIESTA MEXICAN GRILL INC LA FIESTA MEXICAN GRILL 4322 HWY 66 LONGMONT CO 80504 ALCOHOLIC BEVERAGE LICENSE Llabiity Info matron AcoouM Nunber County City Indust Type Liebdity Date LICENSE EXPIRES AT MIDNIGHT 12-78949-0000 07 206 722110 C 102009 OCT 19, 2010 Type Name end Description of License Fee 1971 HOTEL AND RESTAURANT $ 75.00 LIQUOR LICENSE - MALT, VINOUS, AND SPIRITUOUS 2190 COUNTY 85 PERCENT OAP FEE $ 425.00 TOTAL FEE(S) $ 500.00 This license is issued subject to the laws of the State of Colorado and especially under the provision of Title 12,Articles 46 or 47, CRS 1973, as amended.This license is nontransferable and shall be conspicuously posted in the place above described.This license is only valid through the expiration date shown above. Questions concerning this license should be addressed to the Department of Revenue,Liquor Enforcement Division, 1375 Sherman Street,Denver,CO 80261. In testimony whereof, I have hereunto set my hand. (Xazax-k NS OCT 212009 Division Director Executive Director -c ba 0 3 T I. y W — O w dII ¢ w 7 E E H F W rr C N 7 p = U t ° CH HI u » -0 C v Gti C7 7 ro w ❑ v v 7 o o u E o 0 Z bcj Ill]�u� C o a, ti.1 ,� 1 U a o 141 Cl) •M E E o o c '' " c I 0 o o J I'W X o , u v ' O *co tad C' H y o " ' .D 0 a o o N �5' z ro c t i_, c a o GO p W u w ro c a� o o et o E. v m C - ri a u1 `v Q ` WOW v u C -,o o ° R E d' I- HI 7 7 , v O 'CO H gc O v o .W. ,.a C G HUH Q. N E U° _ a o .v. 4 Q a a •ri .a M , Y 'O v QvC ' c .c al U N �` 0 b y .° f ea -o -0 p o C a c EC. a.' o E o, • a) C G p, 0.) op rn 1 > o C4 O C N C °Oa re >Th N I-7 H Fa - r1 >ti = itIII 2 .ri 'a Uc = 77 , x i1a It ^ M c c �` '�`�"v '�R w Z �F CO F 3 v o 4, N E a, _ 0 4 N O O C.) I V� ° W °= 2 a- H •r•1 °. C : ct Earnm o ° �� W c4 H x w o a a b P. C c " H G C .° o o H- 0 C 'k 2 6 a u E o w a N O t c4 H Lal W F Ei .oi vs - c = s �' w¢ of w •rio a m h �4�I,,, m a a m ZI II 0 .a o C 'a o a, o Y' C W o W i ,_ ° o o a) = m 00 2 E C4 >, U " w ►� o ro uroa P ,c mWb �l i�� .r( g a+ Ei o m iii i F sac " P mgfl ; kt a 2 1. IH a) Q s o 04 r-I `° > ': ° 3 4'^1(3 H o 'o 1 ` a fx 0O -'_--> 1. O d O p l o ss t -- , W x 't -0F O nu m 4., h ` z;- x 0 oo ° s oz , 0 0 -� o .cc 0 ed U -c U a O Gz• F TA — c o a DR 8404(05/07/09)Page 1 21 DEPARTMENT USE ONLY COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT 61MENT DIVISION DENVER CO 802 COLORADO LIQUOR RETAIL LICENSE APPLICATION 0 NEW LICENSE 0 TRANSFER OF OWNERSHIP 0 LICENSE RENEWAL • ALL ANSWERS MUST BE PRINTED IN BLACK INK OR TYPEWRITTEN • APPLICANT MUST CHECK THE APPROPRIATE BOX(ES) • LOCAL LICENSE FEE $ • APPUCANT SHOULD OBTAIN A COPY OF THE COLORADO UQUOR AND BEER CODE(Call 303-370-2165) 1. Applicant is applying as a ❑ Individual E Corporation ❑ Limited Liability Company ❑ Partnership(includes Limited Liability and Husband and Wife Partnerships) ❑ Association or Other 2. Applicant If an LLC,name of LLC;if partnership,at least 2 partner's names;if corporation,name of corporation Fein Number La Fiesta Mexican Grill, Inc. 26-3319523 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone La Fiesta Mexican Grill 12-78949 (303)667-9553 3. Address of Premises(specify exact location of premises) 4322 Highway 66 City County State ZIP Code Longmont WELD CO 80504 4. Mailing Address (Number and Street) City or Town State ZIP Code same 5. If the premises currently have a liquor or beer license,you MUST answer the following questions: Present Trade Name of Establishment(DBA) Present State License No. Present Class of License Present Expiration Date El Vaquero 42-55994-0000 Restaurant 12/20/2009 LIAR SECTION A NONREFUNDABLE APPLICATION FEES MAD SECTION B(CONT.) LIQUOR LICENSE FEES 2300 ❑ Application Fee for New License $1,025.00 1985❑Resort Complex License(City) $500.00 2302 ❑ Application Fee for New License- 1986❑Resort Complex License(County) $500.00 w/Concurrent Review $1,125 00 1988❑Add Related Facility to Resort Complex...$ 75.00 X Total 2310 m Application Fee for Transfer $1,025.00 1990❑Club License(City) $308.75 1991 ❑Club License(County) $308.75 2010❑Tavern License(City) $500.00 LAB SECTION B LIQUOR LICENSE FEES 2011❑Tavern License(County) $500.00 1905 I:1Retail Gaming Tavern License(City) $500.00 2012❑Manager Registration-Tavern $ 75.00 1906 ❑ Retail Gaming Tavern License(County) $500.00 2020❑Arts License(City) $308.75 1940 ❑ Retail Liquor Store License(City) $227.50 2021❑Arts License(County) $308.75 1941 ❑ Retail Liquor Store License(County) $312.50 2030❑Racetrack License(City) $500.00 1950 ❑ Liquor Licensed Drugstore(City) $227.50 2031 ❑Racetrack License(County) $500.00 1951 ❑ Li uor Licensed Dru Count 2040❑Optional Premises License(City) $500.00 store q g ( y) $312.50 2041❑Optional Premises License(County) $500.00 1960 ❑ Beer and Wine License(City) $351.25 1961 El Beer and Wine License(County) $436.25 2045❑Vintners Restaurant License(City) $750.00 1970 ❑ Hotel and Restaurant License(City) $500.00 2046❑Vintners Restaurant License(County) $750.00 1971 O Hotel and Restaurant License(County) $500.00 2220❑Add Optional Premises to H&R $100.00 X Total 1975 ❑ Brew Pub License(City) $750.00 2370❑Master File Location Fee $ 25.00 X Total 1976 ❑ Brew Pub License(County) $750.00 2375❑Master File Background $250.00 X Total 1980 ❑ Hotel and Restaurant License w/opt premises(City).... $500.00 1981 ❑ Hotel and Restaurant License w/opt premises(County) $500.00 1983 ❑ Manager Registration-H&R $ 75.00 DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY LIABILITY INFORMATION County City industry Type License Account Number Liability Date License Issued Through (Expiration Date) FROM TO State City County Managers Reg -750(999) 2180-100(999) 2190-100(999) -750(999) Cash Fund New License cash Fund Transfer License TOTAL 2300-100 2310-100 (999) (999) $ 2009-2333 joC3}- DR 8404(05/07/09)Page 2 APPLICATION DOCUMENTS CHECKLIST AND WORKSHEET Instructions:This check list should be utilized to assist applicants with filing all required documents for licensure.All documents must be properly signed and correspond with the name of the applicant exactly.All documents must be typed or legibly printed. Upon final State approval the license will be mailed to the local licensing authority. Application fees are nonrefundable. ITEMS SUBMITTED, PLEASE CHECK ALL APPROPRIATE BOXES COMPLETED OR DOCUMENTS SUBMITTED I. APPLICANT INFORMATION ❑ A. Applicant/Licensee identified. ❑ B. State sales tax license number listed or applied for at time of application. ❑ C. License type or other transaction identified. ❑ D. Return originals to local authority. ❑ E. Additional information may be required by the local licensing authority. II. DIAGRAM OF THE PREMISES ❑ A. No larger than 8 1/2"X 11". ❑ B. Dimensions included(doesn't have to be to scale). Exterior areas should show control (fences,walls,etc.). ❑ C. Separate diagram for each floor(if multiple levels). ❑ D. Kitchen-identified if Hotel and Restaurant. III. PROOF OF PROPERTY POSSESSION ❑ A. Deed in name of the Applicant ONLY(or) ❑ B. Lease in the name of the Applicant ONLY. ❑ C. Lease Assignment in the name of the Applicant(ONLY)with proper consent from the Landlord and acceptance by the Applicant. ❑ D. Other Agreement if not deed or lease. IV. BACKGROUND INFORMATION AND FINANCIAL DOCUMENTS ❑ A. Individual History Record(s)(Form DR 8404-I). ❑ B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) ❑ C. Purchase agreement,stock transfer agreement,and or authorization to transfer license. ❑ D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION(If Applicable) ❑ A. Certificate of Incorporation(and/or) ❑ B. Certificate of Good Standing if incorporated more than 2 years ago. ❑ C. Certificate of Authorization if foreign corporation. ❑ D. List of officers,directors and stockholders of parent corporation(designate 1 person as"principal officer"). VI. PARTNERSHIP APPLICANT INFORMATION(If Applicable) ❑ A. Partnership Agreement(general or limited). Not needed if husband and wife. VII. LIMITED LIABILITY COMPANY APPLICANT INFORMATION(If Applicable) ❑ A. Copy of articles of organization(date stamped by Colorado Secretary of State's Office). ❑ B. Copy of operating agreement. ❑ C. Certificate of Authority(if foreign company). VIII. MANAGER REGISTRATION FOR HOTEL AND RESTAURANT,TAVERN LICENSES WHEN INCLUDED WITH THIS APPLICATION ❑ A. $75.00 fee. ❑ B. Individual History Record(DR 8404-I). DR 8404(05/07/09)Page 3 6. Is the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stock- Yes No holders or directors if a corporation)or manager under the age of twenty-one years? ❑ 7. Has the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers, stockholders or directors if a corporation)or manager ever(in Colorado or any other state); (a) been denied an alcohol beverage license? ❑ (b) had an alcohol beverage license suspended or revoked? ❑ 1 (c) had interest in another entity that had an alcohol beverage license suspended or revoked? ❑ If you answered yes to 7a,b or c,explain in detail on a separate sheet. 8. Has a liquor license application(same license class),that was located within 500 feet of the proposed premises,been denied within the preceding two years?If"yes,"explain in detail. ❑ 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of Colorado law,or the principal campus of any college,university or seminary? ❑ 1 10. Has a liquor or beer license ever been issued to the applicant(including any of the partners,if a partnership;members or manager if a limited liability company;or officers,stockholders or directors if a corporation)?If yes,identify the name of the business and list any current or former financial interest in said business including any loans to or from a licensee. 't oujt6 {tic auiczY!),1%ntle✓ © ❑ 11. Does the Applicant,as listed on line 2 of this application,have legal possession of the premises by virtue of ownership,lease or otherkitwdtfr arrangement? ❑ Ownership ® Lease ❑ Other(Explain in Detail) V ❑ a. If leased,list name of landlord and tenant,and date of expiration,EXACTLY as they appear on the lease: Landlord Tenant Expires Longs Peak Equipment Company La Fiesta Mexican Grill, Inc. July 31, 2012 Attach a diagram and outline or designate the area to be licensed(including dimensions)which shows the bars,brewery,walls,partitions, entrances,exits and what each room shall be utilized for in this business.This diagram should be no larger than 8 1/2"X 11".(Doesn't have to be to scale) 12. Who,besides the owners listed in this application(including persons,firms,partnerships,corporations,limited liability companies), will loan or give money,inventory,furniture or equipment to or for use in this business;or who will receive money from this business. Attach a separate sheet if necessary. NAME DATE OF BIRTH FEIN OR SSN INTEREST Attach copies of all notes and security instruments, and any written agreement,or details of any oral agreement,by which any person(including partnerships,corporations,limited liability companies, eta)will share in the profit or gross proceeds of this establishment,and any agreement relating to the business which is contingent or conditional in any way by volume, profit,sales,giving of advice or consultation. 13. Optional Premises or Hotel and Restaurant Licenses with Optional Premises Yes No Has a local ordinance or resolution authorizing optional premises been adopted? ❑ ❑ Number of separate Optional Premises areas requested. (See License Fee Chart) 14. Liquor Licensed Drug Store applicants,answer the following: (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Yes No Pharmacy?COPY MUST BE ATTACHED. ❑ ❑ 15. Club Liquor License applicants answer the following and attach: (a) Is the applicant organization operated solely for a national,social,fraternal,patriotic,political or athletic purpose and Yes No not for pecuniary gain? ❑ ❑ (b) Is the applicant organization a regularly chartered branch,lodge or chapter of a national organization which is operated solely for the object of a patriotic or fraternal organization or society,but not for pecuniary gain? ❑ ❑ (c) How long has the club been incorporated? (d) Has applicant occupied an establishment for three years (Three years required) that was operated solely for the reasons stated above? ❑ ❑ 16. Brew-Pub License or Vintner Restaurant Applicants answer the following: Yes No (a) Has the applicant received or applied for a Federal Permit? ❑ ❑ (Copy of permit or application must be attached) 17a. Name of Manager(for all on-premises applicants) Miguel A RIli7 (If this is an Date of Birth application for a Hotel,Restaurant or Tavern License,the manager must also submit an Individual History Record(DR 8404-1). 17b. Does this manager act as the manager of,or have a financial interest in,any other liquor Yes No licensed establishment in the State of Colorado? If yes,provide name,type of license and account number. ❑ Li 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners,officers, directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest Yes No in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? ❑ g If yes,provide an explanation and include copies of any payment agreements. DR 8404(05/17/07)Page 4 19. If applicant is a corporation,partnership,association or limited liability company,applicant must list ALL OFFICERS, DIRECTORS, GENERAL PARTNERS,AND MANAGING MEMBERS. In addition applicant must list any stockholders,partners,or members with OWNER- SHIP OF 10%OR MORE IN THE APPLICANT.ALL PERSONS LISTED BELOW must also attach form DR 8404-I(Individual History record), and submit finger print cards to their local licensing authority. NAME HOME ADDRESS,CITY&STATE DOB POSITION %OWNED` /r�yor/ A20fa (a3 A�ihe SI /o,t 5 �res C =%, 'If total ownership percentage disclosed here does not total 100%applicant must check this box ❑ Applicant affirms that no individual other than these disclosed herein,owns 10%or more of the applicant Additional Documents to be submitted by type of entity .CORPORATION L�Cert.of lncorp. ert.of Good Standing Of more than 2 yrs.old) LI Cert.of Auth.(if a foreign corp.) ❑ PARTNERSHIP ❑ Partnership Agreement(General or Limited) ❑ Husband and Wife partnership(no written agreement) ❑ LIMITED LIABILITY COMPANY ❑ Articles of Organization ❑ Cert.of Authority(if foreign company) ❑ Operating Agrmt. ❑ ASSOCIATION OR OTHER Attach copy of agreements creating association or relationship between the parties Registered Agent(if applicable) Address for Service OATH OF APPLICANT I declare under penalty of perjury in the second degree that this application and all attachments are true, correct and complete to the best of my knowledge. 1 also acknowledge that it is my responsibility and the responsibility of my agents and employees to comply with the provisions of the Colorado Liquor or Beer Code which affect my license. Authorized Signature Title Date REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY(CITY/COUNTY) Date application filed with local authority Date of local authority hearing(for new license applicants;cannot be less than 30 days from date of application 12-47.311(1))C.R.S. June 24, 2009 THE LOCAL LICENSING AUTHORITY HEREBY AFFIRMS: Yes No That each person required to file DR 8404-I(Individual History Record)has: ® Been fingerprinted i] ❑ ] Been subject to background investigation, including NCIC/CCIC check for outstanding warrants El ❑ That the local authority has conducted,or intends to conduct,an inspection of the proposed premises to ensure that the applicant is in compliance with,and aware of,liquor code provisions affecting their class of license ILI ❑ (Check One) E Date of Inspection or Anticipated Date ❑ Upon approval of state licensing authority. The foregoing application has been examined;and the premises,business to be conducted,and character of the applicant are satisfactory. We do report that such license,if granted,will meet the reasonable requirements of the neighborhood and the desires of the adult inhabitants, and will comply with the provisions of Title 12, Article 46 or 47, C.R.S. THEREFORE,THIS APPLICATION IS APPROVED. Local Licensing Authority for Telephone Number ❑ TOWN,CITY Weld County C ado 970-356-4000 X4200 ® COUNTY Signatur / e s Title' Chair\, Pro-Tem Board of Weld Date AUG 3 1 2000 a untY Cd'>aem sinners Signature(al; st) ' itle . (;j the Board Date BY:Iy� � 2t`� . ,eP erk to the Board AUG 3 1 2009 COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1375 Sherman St,Denver CO 80261 September,2005 AFFIDAVIT OF TRANSFER AND STATEMENT OF COMPLIANCE Pursuant to the requirements of 12-47-303(3)(b),Colorado Revised Statutes, Licensee hereby states that all accounts for alcohol beverages sold to the Applicant are: ,gJ Paid in full. There are no outstanding accounts with any Colorado Wholesalers. ❑ Licensee hereby certifies that the following is a complete list of accounts for alcohol beverages that are unpaid: Licensee and Applicant agree that all accounts will be paid for from the proceeds at closing by the: ❑Licensee CApplicant ❑ Licensee unavailable to certify disposition of accounts for alcohol beverages- Inventory list attached. Transfer by operation of law- Regulation 47-304. D Applicant will assume full responsibility for payment of the outstanding accounts as listed above. ❑ No alcohol beverage inventory transferred or sold. Licensee hereby authorizes the transfer of its Colorado Retail Liquor License to the Applicant, its agent, or a company, corporation, partnership or other business entity to be formed by the Applicant. Dated this day oof 200 7 . Seller: Buyer: A L en & License Numb r A 4i7ant L 4-7/G �f2i,tey A rieRT/ct Ailey / extrGA. ci I_. Trade me Trade name J .-J,-, / A ignature Signal* /i>,/,/exs OWYler • Position Position�/ c/1�ia i��,%w� c - rP int Nathe `�/ U/ Z Print Name sai�. a+vanvlsIl rw0ix3n --64•t?17 t aVnS •99 �ivxyNiH Mt1licit). ZI1vio j SOvn an '�0I��S Ivluauiuw!Aug °JC OV 1 a. 01 P LLI h tri III '' 5 li I it..... ..,,p 1 d I �� ■u .,,:rn�1 rt. • Milt I l i l r:ft 0 d • • ,p ai 0 ME n.. -1. I;II I �►? iii ., ;+ a In l 1 • . I I( L „ 1 2, - 4 ft -I • ••• lanintitannt , --.NN\ V T i i 1 I 1 I .i •_I I , ( { REAL ESTATE LEASE This Lease Agreement (this "Lease") is dated June 30, 2009, by and between Longs Peak Equipment Company, Inc. ("Landlord') and La Fiesta Mexican Grill, Inc. ('Tenant"). The parties agree as follows: PREMISES: Landlord, in consideration of the lease payments provided in this I ease, leases to Tenant 4000+1-Sq. Ft restaurant space in the Longs Peak Equipment Building. (the"Premises") located at 4322 Hwy 66, Longmont, Co 80504 TERM: The lease term will begin on July 1, 2009 and will terminate on July 31, 2012. LEASE PAYMENTS: Tenant shall pay to Landlord monthly installment of$3450.00 (adjusted annually for utilities and taxes), payable in advance on or before the first day of each month,for a total lease payment of$12,4200.00 plus annual adjustments for utilities and taxes. Lease payments shall be made to the Landlord at 4322 Hwy 66, Longmont, Co 80504, which address may be changed from time to time by the Landlord. SECURITY DEPOSIT: At the time of the signing of this Lease, Tenant shall pay to Landlord, in trust, a security deposit of$3450.00 to be held and disbursed for Tenant damages to the Premises(t any)as provided by law. POSSESSION: Tenant shall be entitled to possession on the first day of the tern of this Lease, and shall yield possession to Landlord on the last day of the temr of this I Pie, unless otherwise agreed by both parties in writing. At the expiration of the term, Tenant shall remove its goods and effects and peaceably yield up the Premises to Landlord in as good a condition as when delivered to Tenant, ordinary wear and tear excepted. USE OF PREMISES:Tenant may use the Premises only for operating a restaurant business.The Premises may be used for any other purpose only with the prior written consent of Landlord,which shall not be unreasonably withheld. FURNISHINGS:The lease of the Premises includes the fumishings listed on the attached exhibit (Exhibit A). Tenant shall return all such items at the end of the lease term in a condition as good as the condition at the beginning of the lease term, except for such deterioration that might result from normal use of the furnishings. PROPERTY INSURANCE: Landlord and Tenant shall each maintain appropriate insurance for their respective interests in the Premises and property located on the Premises. Landlord shall be named as an additional insured in such polices. Tenant shall deliver appropriate evidence to Landlord as proof that adequate insurance is in force issued by companies reasonably satisfactory to Landlord. Landlord shall receive advance written notice nom the insurer prior to any termination of such insurance polices. Tenant shall also maintain any other insurance which Landlord may reasonably require for the protection of Landlord's interest in the Premises. Property Damage insurance of$500,000 is the minimum requirement. Tenant is responsible for maintaining casualty insurance on its own property. UABILITY INSURANCE: Tenant shall maintain liability insurance on the Premises in a total aggregate sum of at least$1,000,000. Tenant shall deliver appropriate evidence to Landlord as proof that adequate insurance is in force issued by companies reasonably satisfactory to Landlord. Landlord shall receive advance written notice from the insurer prior to any termination of such insurance polices. MAINTENANCE: Landlord's obligations for maintenance shall include: 1. The roof, outside walls, and other structural parts of the building. 2. The parking lot, driveways, including snow removal. 3. The septic system/sewer, water pipes, and other items related to plumbing with the exception of the grease trap and tenant's bathroom. 4. The electrical wiring to the fuse panels within the leased space. 5. Items 1-5 above are the responsibility of the landlord only to the extent that damage is not caused by tenant, their employees, or their customers. Tenants obligations for maintenance shall include: 1. Removal of ice and snow from sidewalks and parking areas, if hours of operation differ from Landlord. 2. Proper operation, scheduled maintenance and cleaning of grease traps. 3. Maintaining the men's and ladies restrooms in the adjacent hallway. 4. Installation and maintenance of the phone lines for the tenant business. 5. Electrical wiring within the premises. 6. All other items used specifically for the tenants business operation. 7. The large industrial swamp cooler. 8. The furnace and air conditioning units servicing the tenant's leased area. 9. All other items of maintenance not specifically delegated to Landlord under this Lease. TAXES: Taxes attributable to the Premises or the use of the Premises shall be allocated as follows: REAL ESTATE TAXES: Landlord shall pay all real estate taxes and assessment for the Premises(subject to the annual adjustment). PERSONAL TAXES: Tenant shall pay all personal taxes and any other charges which may be levied against the Premises and which are attributable to Tenants use of the Premises, along with all sales and/or use taxes (if any)that may be due in connection with lease payments. TERMINATION UPON SALE OF PREMISES: Notwithstanding any other provision of this Lease, Landlord may terminate this lease upon 30days written notice to Tenant that the Premises have been sold. DEFAULTS: Tenant shall be in default of this Lease if Tenant fails to fulfill any lease obligation or term by which Tenant is bound. Subject to any governing provisions of law to the contrary, if Tenant fails to cure any financial obligation within 5 days (or any other obligation within 10 days) after written notice of such default is provided by Landlord to Tenant, Landlord may take possession of the Premises without further notice(to the extent permitted by law), an without prejudicing Landlord's rights to damages. In the alternative, Landlord may elect to cure any default and the cost of such action shall be added to Tenants financial obligations under this Lease. Tenant shall pay all cost, damages, and expenses (including reasonable attorney fees and expenses) suffered by Landlord by reason of Tenant's defaults.All sums of money or charges required to be paid by Tenant under this Lease shall be additional rent, whether or not such sums or charges are designated as"additional rent". The rights provided by this paragraph are cumulative in nature and are in addition to any other rights afforded by law. LATE PAYMENTS: For each payment that is not paid within 10 days after its due date, Tenant shall pay a late fee of$50.00 per day, beginning with the day after the due date. HOLDOVER: If tenant maintains possession of the Premises for any period after the termination of this Lease ("Holdover Period"), Tenant shall pay to Landlord lease payment(s)during the Holdover Period at a rate equal to 115% of the most recent rate preceding the Holdover Period. Such holdover shall constitute a month-to-month extension of the Lease. CUMULATIVE RIGHTS: The rights of the parties under this Lease are cumulative, and shall not be construed as exclusive unless otherwise required by law. NON-SUFFICIENT FUNDS: Tenant shall be charged $35.00 for each Bieck that is returned to Landlord for lack of sufficient funds. REMODELING OR STRUCTURAL IMPROVEMENTS: Tenant shall have the obligation to conduct any construction or remodeling (at Tenant's expense)that may be required to use the Premises as specified above. Tenant may also construct such fixtures on the Premises (at Tenant' expense)that appropriately facilitate its use for such purposes. Such construction shall be undertaken and such fixtures may be erected only with the prior written consent of the Landlord which shall not be unreasonably withheld. Tenant shall not install awnings or advertisements on any part of the Premises without Landlord's prior written consent.At the end of the lease term, Tenant shall be entitled to remove (or at the request of Landlord shall remove) such endures, and shall restore the Premises to substantially the same condition of the Premises at the commencement of this Lease. ACCESS BY LANDLORD TO PREMISES: Subject to Tenant's consent(which shall not be unreasonably withheld), Landlord shall have the right to enter the Premises to make inspections provide necessary services, or show the unit to prospective buyers, mortgagees,tenants or workers. However, Landlord does not assume any liability for the care or supervision of the Premises. As provided by law, in the case of an emergency, Landlord may enter the Premises without Tenant's consent During the last three months of this Lease, or any extension of this Lease, Landlord shall be allowed to display the usual 'To Let"signs and show the Premises to prospective tenants. INDEMNITY REGARDING USE OF PREMISES: To the extent permitted by law, Tenant Agrees to indemnity, hold harmless, and defend Landlord from and against any and all losses, claims, liabilities, and expenses, including reasonable attorney fees, if any, which Landlord may suffer or incur in connection with Tenant's possession, use or misuse of the Premises, except Landlord's act or negligence. DANGEROUS MATERIALS: Tenant shall not keep or have on the Premises any article or thing of a dangerous,flammable, or explosive character that might substantially increase the danger of fire on the Premises, or that might be considered hazardous by a responsible insurance company, unless the prior written consent of Landlord is obtained and proof of adequate insurance protection is provided by Tenant to Landlord. COMPLIANCE WITH REGULATIONS: Tenant shall promptly comply with all laws, ordinances, requirements and regulations of the federal, state, county, municipal and other authorities, and the fire insurance underwriters. However, Tenant shall not by this provision be required to make alteration to the exterior of the building or alterations of a structural nature. MECHANICS UENS: Neither the Tenant nor anyone daiming through the Tenant shall have the right to file mechanics liens or any other kind of lien on the Premises and filing of this Lease constitutes notice that such liens are invalid. Further,Tenant agrees to(1)give actual advance notice to any contractors, subcontractors or suppliers of goods, labor, or services that such liens will not be valid, and (2)take whatever additional step that are necessary in order to keep the premises free of all liens resulting form construction done by or for the Tenant. ARBITRATION: Any controversy or claim relating to this contract, including the construction of application of this contract, will be settled by binging arbitration under the rules of the American Arbitration Association, and any judgment granted by the arbitrator(s) may be enforcel in any court of proper jurisdiction. SUBORDINATION OF LEASE: This lease is subordinate to any mortgage that now exists, or may be given later by Landlord, with respect to the Premises. ASSIGNABILITY/SUBLETTING:Tenant may not assign or sublease any interest in the Premises, nor effect a change in the majority ownership of the Tenant(from the ownership existing at the inception of this lease), nor assign, mortgage or pledge this Lease, without the prior written consent of Landlord, which shall not be unreasonably withheld. NOTICE: Notices under this Lease shall be deemed valid unless given or served in writing and forwarded by mail, postage prepaid, addressed as follows: LANDLORD: Longs Peak Equipment Company, Inc. 4322 Hwy 66 Longmont, Co 80504 TENANT: La Fiesta Mexican Grill, Inc. 4322 Hwy 66 Longmont, Co 80504 Such addresses may be change from time to time by either party by providing notice as set forth above. Notices mailed in accordance with the above provisions shall be deemed received on the third day after posting. GOVERNING LAW: This Lease shall be construed in accordance with the laws of the State of Colorado. ENTIRE AGREEMENT/AMENDMENT: This Lease Agreement contains the entire agreement of the parties and there are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Lease.This Lease may be modified or amended in writing, if the writing is signed by the party obligated under the amendment. SEVERABIUTY: If any portion of this Lease shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of the Lease is invalid or unenforceable, but that by limiting such provision, it construed, an enforced as so limited. WAIVER: The failure of either party to enforce any provisions of this I ease shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Lease. BINDING EFFECT: The provisions of this Lease shall be binding upon and inure to the benefit of parties and their respective legal representatives, successors, and assigns. OTHER PROVISIONS: The effectiveness of this Agreement is contingent upon the following: 1) The issuance of a temporary permit for the Hotel Restaurant Class liquor license. 2) The dosing of the sale of the business assets per the asset purchase agreement dated by and between Fred Lopez and Carol Lopez DBA El Vaquero Restaurant (Seller) and Miguel A. Ruiz (Purchaser). 3) The receipt of$17,206.91 by landlord which will be paid out of proceeds from the sale of the business assets at closing. LANDLORD: Longs Peak Equipm nt Company, Inc. By: I {y Date: June 28, 2009 J. . H. Knutson, President TENANT: La Fiesta Mexican Grill, Inc. By: .o-✓* /2 2 Date: 6 -��0- 7 DR 8404-I (01/06/05) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1881 PIERCE STREET RM 108A DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, all general partners of a partnership, and limited partners owning 10%(or more)of a partnership; all officers and directors of a corporation, and stockholders of a corporation owning 10% (or more) of the stock of such corporation; all limited liability company MANAGING members, and officers or other limited liability company members with a 10% (or more)ownership interest in such company and all managers of a Hotel and Restaurant or a Tavern License. NOTICE: This individual history record provides basic information which is necessary for the licensing authority investigation. All questions must be answered in their entirety or your application may be delayed or not processed. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood or omission will jeopardize the application as such falsehood within Itself constitutes evidence regarding the character of the applicant. 1.Name of Business Ln /TS TA ( &XICAt' 61211 1A ) c 2.Your Full Name(last,first,middle) n 3.List any other names you have used. VV I Z j I ((l C-/ - A ./96/ 1U0iJ(- 4.Mailing address(if different from residence) Home Telephone L/32- H I yllw6u' lol✓(,pio,r/'_ Ccol.Sos 303 - 77C 761/ 5.List all residence ad resses below.Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, ZIP FROM TO Current C23-- AIp;Ne- 577Lcuc ivT Ceigoso/ ( l/D' p,?cse�T Previous 6.List all current and former employers or businesses engaged in within the last five years(Attach separate sheet if necessary) / NAME OF EMPLOYER ADDRESS(STREET, NUMBER,CITY,STATE, ZIP) POSITION HELD FROM TO C 14x (A 2o</AS q17. Al- 1a/body p,usc,1 ?osof 7.List the name(s)of relatives working in or holding a financial interest in the Colorado alcohol beverage industry. NAME OF RELATIVE RELATIONSHIP TO YOU POSITION HELD NAME OF LICENSEE /-( • 8.Have you ever applied for,held,or had an interest in a State of Colorado Liquor or Beer License,or loaned money,furniture or fixtures,equipment or inventory,to any liquor or beer licensee?If yes,answer in detail. MYes 7 No 9.Have you ever received a violation notice suspension or revocation,for a liquor law violation,or have you applied for or been denied a liquor or beer license anywhere in the U.S.?If yes,explain in detail. Yes No 10.Have you ever been convicted of a crime or received a suspended sentence,deferred sentence,or forfeited bail for any offense in criminal or military court or do you have any charges pending?Include arrests for DUI and DWAI.(If yes,explain in detail.) ❑Yes kNo 11.Are you currently under probation(supervised or unsupervised),parole,or completing the requirements of a deferred sentence? (if yes,explain in detail.) ❑Yes 'No 12.Have you ever had any STATE issued licenses suspended,revoked,or denied including a drivers license? (If yes,explain in detail.) ❑Yes callo PERSONAL AND FINANCIAL INFORMATION Unless otherwise provided by law in 24-72-204 C.R.S.,information provided below will be treated as CONFIDENTIAL. Colorado liquor licensing authorities require the following personal information in order to determine your suitability for licensure pursuant to 12-47-307 C.R.S. 13a.Date of Birth � / 2 QT -C(A5- M ; CO I [ .Yes ❑No e.If Naturalized,State where f.When a g.Name of District Court MIA.5-12A m)-- l ° h.Naturalization Certificate Number i.Date of Certification j.If an Alien,Give Alien's Registration Card Number k.Permanent Residence Card Number ( Z - ) S- oOO I.Height m.Weight n.Hair Color o.Eye Color in p.Sex q.Race r.Do you have a 14.Financial Information. S L/-(/D 47 a.Total purchase price$ 000 - (if buying an existing business)or investment being made by the applying entity,corporation, partnership,limited liability company,other$ b.List the total amount of your investment in this business including any notes,loans,cash,services or equipment,operating capital, stock purchases and fees paid$ `j C i-fig 6 c.Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed. Type:Cash, /Services 1' or Equipment Source:Name of Bank;Account Type and Number Amount Cfc,1 -(, yr l cs 44 / 1 e xi CG N 6 r l II I /C /D, 0M dU C.CkSh l•Lfts es7u& as 10 000 Cia,;W hi i cc, e / W__Lii t SGG6'--. d.Loan Information(attach copies of all notes or loans) Name of Lender and Account Number Le Address Term Security Amount (A Qv/N LeP62- 6I5-- G"� , 3/) 9sco ( let c( Y col gocyy 15.Give name of bank where business account will be maintained;Account Name and Account Number;and the name or names of persons authorized to dra hereon. jel\S 1-c.rra iiti (cye) A • Poi,z Arc Oath of Applicant I declare under penalty of perjury in the second degree that this application and all attachments are true,correct,and complete to the best of my knowledge. �J Authorized Signature 14 y , 7 j Title 0 Gfl n e r Dab, 23 07 Date 06/30/09 SO WELD COUNTY RECORDS GREELEY 1950 "O" STREET GREELEY, CO 80631 RE: RUIZ, MIGUEL ANGEL DATE OF BIRTH: SOC: No Colorado record of arrest has been located based on above name and date of birth or through a search of our fingerprint files. The Colorado Bureau of Investigation's database contains detailed information of arrest records based upon fingerprints provided by Colorado law enforcement agencies. Arrests which are not supported by fingerprints will not be included in this database. On occasion the Colorado criminal history will contain disposition information provided by the Colorado Judicial system. Additionally, warrant information, sealed records, and juvenile records are not available to the public. Since a record may be established after the time a report was requested, the data is only valid as of the date issued. Therefore, if there is a subsequent need for the record, it is recommended another check be made. Falsifying or altering this document with the intent to misrepresent the contents of the record is prohibited by law and may be punishable as a felony when done with intent to injure or defraud any person. Sincerely, Ronald C. Sloan, Director Colorado Bureau of Investigation CIVIL APPLICANT RESPONSE ICE E2009182000000027157 CIDN OCA CO0620000 RUIZ,MIGUEL ANGEL W 505 MNU SOC SEX M FPC HENRY CLASS API COCBI0000 COLORADO B OF I DATE FP DENVER CO 2009/06/19 A SEARCH OF THE FINGERPRINTS ON THE ABOVE INDIVIDUAL HAS REVEALED NO PRIOR ARREST DATA. CJIS DIVISION 2009/07/01 FEDERAL BUREAU OF INVESTIGATION COCBI0000 CO BUREAU OF INVEST COLORADO CRIME INFO CTR STE 3000 690 KIPLING ST DENVER,CO 80215-8001 Luis Ruiz Delgado 805 Summer Hawk Dr Apt. S114 Longmont, CO 80501 June 23, 2009 To Whom It May Concern: I, Luis Ruiz Delgado, write you this letter to recommend Miguel A. Ruiz as a good businessperson, responsible, caring. If you have any questions, please do not hesitate to contact me at the address above or at (720)495-1652. Sincerely, Luis Ruiz Del ado g • June 23,2C.J5 . Rayitos 1,cji7.; 5012'Alai.16z:.v: Denver,Co 33212 To Whom It May Concern: I This is a letter of recommendation for Miguel A Ruiz who s applying for a;inv..): license for the business n la Fiesta Mexican Grill relocating to Greeley,Colorado. I ave know Iv7igua!fa:ar,c roxir,.taly seven years and fAiguei is dep aaa`!•:, ipa-sihle. and retie ‘e person as an i-.d:eid_.;::•nd an In owner of the busine. :us frrs,la≤s grr,rery and restau:ait. I am Miguel's accountant my business name is Trujillo'sFervice Inc EN 20-5 65 873 7 I am registered with tl'rc Sect:b.'y of Cok•rado ID,*20061406323. I c o r,: r;:co11 t flg far i as C3!Qe as and i prepare the income taxes for the business and personal. Miguel his sates tax k LasCatE2=•asontime and all income taxes are load uri t.r'.e. If ye... I.:.st :Invfurther inouires referencing Miguel R. !. plies s r:ontact me. ce; y vjc: � 1 /J f/ Ravito$fTrufii,o/ '•,_ Phone 303,587-2812 Fax 303-362-5683 l d £899-Z9£-£0£ cil!In i sc3!,(eb drii 80 60 72 unr Martha Martin Business Services 623 Main Street Longmont, CO 80501 Telephone: (303) 776-5072 Fax (303) 684-9233 June 22, 2009 To Whom It May Concern: This letter is to inform you that I had Know Mr. Miguel Angel Ruiz for at least 4 years as the owner of"Las Cazuelas" I am a client of his business. If you have any questions, please don't hesitate to contact me at the above phone number. Sincerel , A lica Orozco wner OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE • I, Mike Coffman,as the Secretary of State of the State of Colorado, hereby certify that,according to the records of this office, LA FIESTA MEXICAN GRILL INC is a Corporation formed or registered on 09/09/2008 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 20081480797. This certificate reflects facts established or disclosed by documents delivered to this office on paper through 09/04/2008 that have been posted, and by documents delivered to this office electronically through 09/09/2008 @ 09:51:51. 1 have affixed hereto the Great Seal of the State of Colorado and duly generated,executed, authenticated, issued, delivered and communicated this official certificate at Denver, Colorado on 09/09/2008 @ 09:51:51 pursuant to and in accordance with applicable law. This certificate is assigned Confirmation Number 7176480. _. ,, . -yam G 14 Eisio • Wit\ k 1876 Secretary of State of the State of Colorado End of Certificate ,Yoffie:g certificate issued electronically from the Colorado Secretary of State S Web sitelsjttllyatd immediately valid and effective However, as an option, the issuance and validity of a certificate obtained electronically may be established by visiting the Certificate Confirmation Page of the Secretary of State's Web site, &W/'Www sos.state to ustiz/CertificateSeurchCrneriadit entering the certificate's confirmation number displayed on the certificate, and following the instructions displayed. I'onftrmine the issuance of a certificate is merely national weans! necessaryButuganitffsabficarickm,uniance of cfttfcale. For more information visit our Web site, http/1www.sacstate.co.ur'click Business Center and select"Frequently Asked Questions." CERTGS!)Revisal08/20/21178 01/01/2009 00:01 9665945347 MIKE uKtENBERG t'R@t 01 ASSET PURCHASE AGREEMENT THIS AGREEMENT, made this Butt day of dupe, 2009, between Alfred Lopez and Caroline S Lopez d/b/a FR(,V,gquerp Restaurant(hereinafter "Seller"), and La_Fiesta Mp{dggan arkgperepretliget(hereinafter"Purchaser"); RECITAL:Seller desires to sell to Purchaser,and Purchaser desire to purchase from Seller certain of Sellers assets and properties of a business known as El Vggygro,AEg,Fayrpnt,located at Mg NJ_ghway B6,Lprrgmgnt Cotor40o,$0 Q¢(hereiaafter"Company"). IN CONSIDERATION of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: I.SALE OF ASSETS 1 SA3 OF ASSETS. Seller shall sell, assign, transfer and deliver to Purchaser, and Purchases shall purchase and accept at Closing, certain assets and pmpetties of Company owned by Seller,or in which Seller has any right,title,or interest of every kind and description,whenever located(hereinafter"Assets"),including: 1.1 TANGIBLE PERSONAL PROPERTY. (a)all furniture, fixtures,equipment, machinery, tools, devices, vehicles, and other tangible personal property(hereinafter "Furniture, Fixtures and Equipment") owned by Seller and used in the operation of the Company, which property shall be more fully described on the Furniture,Fixtures and Equipment list,attached hereto as Exldbit A; (b)all marketable inventory, goods, parts, stock and supplies, and other materials necessary in the operatioa of the business (hereinafter "Inventory'), which property shall be included en &list provided by Seller and agreed upon by the parties at Closing;and (c) leasehold improvements (hcaeinufter "leasehold improvements"),performed on or incorporated into the Premises (as defined hareintielow) and included in the conveyance of Assets of the Company as described herein, which property shall be more fully described on the Leasehold improvements list, attached hereto as Exhibit B, 1.2 i IBLE PERSONAL P.ROPJ;R�'` . (a)business tradeneme of the Company of El Vaquero,wherein Seller shall release and waive aoy and all rights thereto and will not make use thereof after Closing; (b)real property lease rights (hereinafter "Lease"), covering the Premises (as defined itereinbelow), including any security deposit subject to paragraph 3,6, hereof, attached hereto as Exhibit C; C17 — fvf ASSET PURCHASE AOMEMENT Page 1 01/01/2009 00:01 8555945347 MUCt tarcttnnu<a ow vim. wvo aim a.,.+. �.+.* e..a «� oava a<„•avn.• m•,. ,,vary$ (c)all telephone numbers: (d)all licenses and/or permits (hereinafter "Licenses and Permits') necessary for the conduct of the business of the Company, Which Licenses and Permits are listed and attached hereto as Exhibit It (e) equipment leases (hereinafter "Equipment Lease(s)"), covering business equipment, machinery, systems and other items of personal property, which Equipment Leases) arc attached hereto as Exhibit F, which Equipment Lease(*) shall he assumed and which assumption(,)shall be in addition to the Purchase Price; (f)prepaid accounts and deposits from customers, including but not limited to, catering deposits,banquet deposits and gift certificates sold but not redeemed(hereinafter 'Prepaid paid Aixaunts and Deposits"), which Prepaid Accounts and Deposits are listed and attached hereto as Exhibit F: (g) all customer accounts, customer lists, customer records, customer contracts and supplier/vendor lists related to the Company in the name of Seller (hereinafter "Customer Accounts"),which Customer Accounts are attached hereto as Exhibit G; (h)all other contract rights and obligations(hereinafter"Contract Rights")to which the Company is a part,a list of which Contracts Rights are listed and attached as Exhibit Li; 1.3 BILL OF SALE. All Assets referenced herein shall be conveyed and transferred by means of a Bill of Sale, and/or a General Assignment, as is appropriate, wherein Seller shall warrant that it has good and marketable title to said Assets and that said Assets will be free and cleat of all liens and encumbrances, IL PURCHASE PRICE AND TERMS 2 PURCHASE PRICE. The Purchase Price shall be the sum of S55QSOQQ;QO,as adjusted pursuant to Section Tit, and shall be payable es follows: 2.1DA'3NRS .MONEY. $5,449 in Earnest Money received herewith in the form of a check payable to PgtsrM,(111ts kov, Esg;,_P,0;,(hereinafter referred to as"Escrow A_gent"), and to be deposited in „F,;gg/i}xelgc's trust account and subject to Escrow Agent's Escrow Agreement. Said amount shall be credited to the Purchase Price at Closing. 2.2FUNDS DUE AT CLOSLNCy sg2,, pc in Funds due at Closing, adjusted by amounts referenced herein,payable in caw/fincig at Closing. 2.3P1 OMISSORY NUTS AND RIGHT OF SETOFF. (a) PROMISSORY NOTE. Sg2,,x5QQ in a Promissory Note, executed by Purchaser, and personally guaranteed by Miguel A Ruiz, in favor of the Seller with interest at eight percent, (8%) per annum, and fox a terdt of thirty metres (30 months, payable in equal monthly payments of stpedi9 or more, iucludirg principal and interest, with the first payment to be due one (I) month after Closing. The Note shall contain default, notice, and acceleration r ASSET PURCHASE A MENT Page 2 Y]1/b1/1FUE1y htl:tll t',bbb445:34! MIKE. littLM:tKb rune gal uua/0ni provisions. The default interest rate shall be eghtpercent @%). Said Note shall provide for a ten (10) day grace period, a five percent (5%) late fcc, no prepayment penalty and a right of set-oft The first payment is due August 1,20O9,or not later than thirty(30)days after Closing,whichever fret occurs. (b) RIGHT OF SETOFF, if, and in the evert, utter Closing, Purchaser receives written notice of a claim anught against Seller for any debt of Seller. incurred in conjunction with the ownership and operation of the Company,prior to Closing,or Purchaser asserts a claim against Seller fr+r ttteach of warranty or another term or provision of thia Agreement, Purchaser shall promptly provide Seller written notification of such a claim. Seller shall have a period of fifteen (10 days to assume, discharge,or undertake in good faith the assumption; or discharge,including the commencement of an appropriate action to dispute the validity. of such claim. In the event Seller fails'to so assume, discharge or undertake the claim within the referenced time period. Purchaser may elect to satisfy the obligation giving rite to such claim.In the event Purchaser elects to so satisfy such a claim, Purchaser shall have the right to receive a credit, in the amount paid to satisfy said claim, which credit, at Purchasers option, shall he applied either to the tract unpaid principal amount, or rte next due Installments, of the Promissory Note. or against any other obligations due and owing in connection with the within transaction. • 2.4 SECURITY DOCUME,N1g, (a) SECURITY Ac:REEMENI/F1NANCINO STATEMENT. Said Note shall be secured by a standard form UCC Security Agreement, and perfected by u standard form UCC Financing Statement.wherein the Assets are given as collateral, (I>)MICK ESCROW AGREEMENT, Said Note shall further be secured by a Stock Escrow Agreement covering all of the Common Stock of the Company, and any subsequent issued shares of Common Stock. ILL ALLOCATIONS,PRICE ADJUSTMENTS ANT)PROBATIONS 3.1 PURCHASE PRICE ALLOCATIQN. (a)The Purchase Price of $IQAQQ? a subject to any adjustment as hereinafter provided,shall be allocated to the various assets of the Company as follows: FURNITURE,FDCTURES AND EQUIPMENT Sg.3.Qy20.00 LEASEHOLD IMPROVEMENTS $ BUSINESS TRADENAME AND GOODWILL.....__._._._....$ , 920100 COVENANT NOT TO COMPETE(CORPORATE) $ COVENANT NOT TO COMPETE(INDIVIDUAL) $_ REAL PROPERTY LEASE RIGHTS $ (b)Seller and Purchaser shall rapou the sale and purchase of Assets for all income • tax purposes in a manlier consistent with the foregoing allocation and expressly acknowledge that the allocation was determined pursuant to amts-length bargaining between them regarding the fair market value end in accordance with the Internal Revenue Code of 1986, es amended. Seller and 1772r. _ ASSET PURCHASE A IviENT Page 3 el/01/2009 00:01 tibb594d4/ MLR= UMGC,vorna • Purchaser shall not, in connection with the filing of any returns, make any allocation of the Purchase Price which is contrary to this allocation. Neither Seller not Purchaser shall take or agree to any position that is inconsistent with the allocation in connection with any tax audit.controversy or litigation which would adversely affect the taxes of the other party to any material extent without the prior written Consent of the other party, which consent shall not be unreasonably withheld. • 3.2 PRORATIONS. The following items, if any, shall be prorated to the day of Closing: ail applicable taxes, utilities, insurance, leases or other contract rights, rents, dues, subscriptions, license fees and advertising, telephone bill, yellow pages advertising, as well as, accrued payroll, employee benefits,and vacation time. 3,3 INVENTORY, Inventory shall be separately scheduled and paid for in addition to the Purchase Price as set forth in paragraph 2 and shalt be separately paid for outside of closing. Inventory shall be comprised of all marketable food, beverage and consumable inventory at cost, all goods, stock and supplies, and other materials necessary in the operation of.the business (hereinafter"Inventory"),which property shall be included on a list provided by Seller and agreed upon by the parties on the day of Closing; 3A ACCOUNTS RE EIVABLE AND ACCOUNTS SAYABLE. Except as otherwise provided for herein, all accounts receivable accruing to the date of Closing, shall remain the property of the Seller and are nor included as part of this transaction. Except as otherwise provided for herein, any and all accounts payable aceming to and existing at the date of Closing are, and shall remain, the sole responsibility of Seller and arc not included as part or this transaction. Any and all accounts receivable and payable which shall accrue after Closing shall be the sole property and obligations,respectively,of Purchaser. 3.5 PREPAYMENtS BY CUSTOMERS AND DEPO.STPS ON HAND. Any counts received by Seller prior to Closing from customers as prepayments for any undelivered and unused goods or services as of the date of Closing or held on deposit by Seller for the benefit of the Company's customers, whether by agreement or contract, oral or written, as referenced in paragraph I.2(g), hereof, shall be either transferred or credited to Purchaser by Seller at Closing. Purchaser shall assume the full responsibility and pay all expenses of complaing all services to be performed or products to be supplied by the Company, pertaining to such prepayments and deposits. Purchaser shall be entitled to all income therefrom when received. 3.6 COMPANY DEPOSITS. Any and all amounts currently on deposit for the benefit of the Company, including but not limited to leases and related security deposits, utility services_ insurance and rent, are and shall remain the sole property of Seller. Purchaser shall,effective with Closing, reimburse Seiler for such deposit amounts as necessary to continue the operation of the Company. IV, REPRESENTATIONS&WARRANTIES OF THE SELLER 4.1 INDIVWUAL OWNERSHIP. Seller is an individual d/b/a g/ Vaqueegjag:9;pyrgnt ASSET PUR E AGREEMENT Page 4 b11191/2UF T3 bb:hl Hbbb94b34! MARL ,mttrvtstNu rwur 07 wou0i024 • (a)Seller's residence address is: erg 'A!'e.�aunc QreeleS, QQ,. (b)seller's address for place of business where Assets are located is: 021,iiighWel40 L�.9. ►neSt.. O$0494 (a)Seller's Social Security Numbers _59 51la ,Z50(A1fredl$nd 492.515898 Warohhe). (a) Sean's Federal Tax Employer Identification Number is:_28-0225823. 4.2 AUTHORITY, Seller has the full power and authority to enter into this Agreement and to conclude the transaction described herein,and no otter contract or agreement to which it is a party prevents it from concluding the transaction described herein, 4,3 FINANCIAL INFORMATION.Seller warrants that,to the hest of its knowledge,the Financial . Information, consisting of the 2007 "Schedule C Profit or Loss From Business" and the 2008 Profit and Loss and Balance Sheet of the business, attached hereto as Exhibit 1, and by reference incorporated herein, and any additional books, records and documents provided by Seller to Purchaser ere a fair, and accurate presentation of the results of the operations of Company for the period beginning.1/il2-- and ending,j,2/ t/ QQJi The financial condition of the Company as disclosed by the Financial Information will be materially unchanged as of Closing. Seller makes no warranty concerning the future performance or profitability of Company, 4A OUTSTANDING LIABILITIES. Seller represents, warrants and agrees that all outstanding liabilities of Company, excepting as specifically set forth herein, shall be paid in flip on or before Closing and that Purchaser shall receive possession and control of the Assets and all other rights acquired herein, free and clear of any encumbrances. excepting for the security iuterest granted Seller hereunder, Seller further warrants that it has paid and will pay all taxes, as they coins due, including but not limited to all social security, withholding, head, sales, personal property and unemployment Insurance, end income taxes to daze of Ctoaing to all applicable taxing authorities. In connection with the foregoing, Seller shall provide to Purchaser a certificate of taxes due covering state and local sales taxes. 4.5 ro rmoN OFASSETS. To the best of Seller's knowledge: (a)Since the date of the Financial Information.there has been no substantial loss of value in any of the Assets or properties of Seller, ordinary wear and tear excepted, and said Assets were not subsequently transferred or conveyed except in the ordinary course of business. (b)AU Assets included in this sale are being purchased on an "as is" basis WITHOUT WARRANTY OP MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. However at Closing, all such Assets, other than disclosed as not working, shall be in good working condition,and Seller shall repair or replace any Assets not in working eondulon.At Pi#12 ASSET PURCHASE AGREEMENT Page 3 d11 F71/'2i1U Flu:bl Ubbb 14bJ4/ runt ,rctnncRu • •--•— -- (100/(324 Seller's expense, the heating ventilation and air conditioning (hereinafter "IIVAC") shall be certified in good working order by a licensed HVAC technician 4.6 )!tEGUTATORY COMPLIANCE. Seller hereby warrants that to the best of its knowledge. the Preruises (as defined hereinbelow), and Assets are in full compliant,' with all federal, state and local building,zoning,fire, safety,health and environmental requirements. 4.7 LICENSES,CERTIFICAT S OR WOWS. Seller hereby warrants that any and all licenses, certificates or permits necessary to continue the operation of the Contpany me current and valid as of Closing and can be renewed at no expense to Purchaser other than the normal renewal fees. Seller, to the best of ft's knowledge. hereby warrants that said licenses, certificates or permits have never been suspended or revoked sad that there are no proceedings, in progress or threatened, to suspend or revoke said licenses,certificates or permits. • 4.8 [QNTRACTUAL OBLIGATIONS,. Other than expressly disclosed herein, Seller is sot a party to any employment agreement, labor union agreement, agreement for the future purchase of materials, supplies or equipment. sales agreement, pension, profit-sharing, or retirement plan or agreement, distributorship or sale agency agreement, or lease agreement that relates to arty period beyond Closing.whether written or oral,unless otherwise disclosed herein. 4.9 J.1TIGATION. To the bear of Sellers knowledge, there is no litigation or proceeding, threatened or pests, against or rotating to Company, its praperiie , business or Assets, [other than as disclosed on Exhibit ii; nor does the Seller know or have reasonable grounds to know of any basis of any such action or govemme ntnl investigation relative to Company, its properties, business, or Assets other than as disclosed such.Exhibit, 1CORPORAT RESTRICTIONS. From the date hereof through Closing, Sorter shall not issue any stocks,bonds, or other corporate securities of the Company; incur any obligations or liability except current liabilities in the ordinary course of business; doelare or make any payment or distribution to stockholders, purchase or redeem any shares of capital stock; mortgage or pledge any of its useet, tangible or intangible; sell or transfer any assets or cancel any debts or claims except in the ordinary course of business; sell, assign or license any patents,lradernaric.4,Ur trndenamea; suffer any extraordinary losses or waive any rights except in the ordinary course of business; or enter into any other transaction except in the ordinary course of business, 4.11 .JLI,DISCLOSURE,. This Agreement (including the Exhibits hereto) does not ccntein any untrue statement or omission of a material fact upon which the parties hereto are relying. Theta has been an absence of changes since the date of the Financial Statements that will materially and adversely affect any of the other representations and warranties herein. There is no fact known to Seller or Company which is not disclosed in this Agreement which is rnaterietty adversely related to: (a)the accuracy of the representations and warranties contained in this Agreement, (b) any and a!f marketplace conditions regarding the Company,or (c)the Company's financial condition,results of operations,business.or prospects. All representations aed warranties contained herein will be true and correct at Closing. • r?, /Z. ASSET PURCWASE Page 6 En/wizen no:81 8665945347 MLKt utttNtitNb rwlz Or ... ... __ .. _.... ..... �... .... .... a.t..wn.. .v.v ..vnrn.�x +$�7V7/024 V. REPRESENTATIONS AND WARRANTIES OF PURCHASER Si CORPORATE STANDING. Purchaser is a eotperation duly crgani•,ed and existing, and in good standing under the laws of the State of Colorado, and is authorized and entitled to carry on its business in Colorado. It has no subsidiaries or affiliates. Its capital stock authorized consist of 100 shares of voting,common stock. Its issued and outstanding stook consists of 50 shares owned by Miguel A Ruiz,and.er'.Q shares owned by Loy1s Ruiz (al Purchaser's"chief executive/registered"office address is: • 1324 Eky Ct' ek Di ue.5fr' 103 • Lonc�..,?Rnt..GoIora. ,41O (b} Purchaser's address for place of business where Asacts are located 432.gili4 w#x 60 Lon&g?QaCol.9.4.0.12110 04 (c)Purchaser's Federal Employer Tax Identification Numbed is: P21,14,:11(O.7. 5.2 AUTHORITY. Purchaser has the full power and authority to enter into this,Agreement and to conclude the transaction described herein, and no other contract or agreement to which it is 4 party prevents it from concluding The transaction described herein. 5,3 CORPORATE RESOLUTION. Purchaser shall, at Closing, deliver to Seller a duly executed copy of its corporal: resolution authorising the transaction described herein, which said resolution shah form a part of this Agreement. 5.4 BOOKS AND RECORDS AVAILABILITY. If the originals of any records or books of account or the Company are transferred by Seller to Purchaser at Closing, Purchaser shall cause these books and records relating to periods prior to Closing be kept by Purchaser and made available to Seller, and its authorized representative, during regular business hours for a period of cot less than three(3)years after the date of Closing. No such books and records will be destroyed without at least 30 days'prior written notice to Seller describing the items to be destroyed, during which period Seller, at its expense,may elect to make copies of such items. 5.5 PURC}HASER'SJIISPECTTONS. Subject to the provisions of Section ix, hereof, Purchaser hereby acknowledges and represents that as of Closing it will have personally and thoroughly investigated all elements and constituents the Company, the Assets and the Premises. Purchaser acknowledges as of Closing, it will have examined and is familiar with any underlying or applicable encumbrances, leases. options, licenses, uses, variances, permits, covenants, and environmental issues, if any,relating in any manner to the Company, the Assets and the Premises. Purchaser further acknowledges that as of Closing It will have examined all of Seller's Financial Information. Purchaser is fully aware of possible risks, if any, with respect to the Company and has farmed its own .Iudgmcnt as to the worth and potalami of the Company and Me Assets hereunder. Purchaser is relying upon its own judgment and decision io entering into and consummating the within transaction and is not relying on any representation or statements of Broker/Brokerage Firm. ASSET PURCIiASE AGREEMPIT Page 7 b1/bl/'Lbby bb:bl fi665`J4h34/ MIKE t LNBEKU roar o0 . .. .�. ..w rr. •ar v4e.. wN.YVI.y, y.Y waa.x w�aan;u2a vr.UCC-1 SEARCH 6 UCC-d SEARCH. Purchaser shalt be responsible to, or shall assure that the Escrow Agent named herein, shrill conduct a UCC-I search to determine whether any recorded liens, except as set forth herein, art in existence against the Company or any of the Asaeas prior to Closing. [Purchaser shall have the option to cause a lica rarch to be conducted in the county(ies) wherein Company does business,the cost of which shall be paid by EVM asel] Purchaser shall, immediately upon receipt, report the results of said hen search to Seller and Brnker/Hrokerage Firer. VII.ADDITIONAL AGREEMENTS 7.1 NON-COMPETITION AGREEMENT. At Closing, the parties shall enter into a Non- Competition Agreement, wherein Seller and its directors, officers and shareholders, individually, will agree that each shall not,and will not, for a period of three($j consecutive years after Closing, directly or indirectly, engage in a competitive business, or otherwise interfere, with Purchaser regarding Atg,propgrgRgq anq sale q(4 g1 can Fopg within a radius of fine (,Set miles from tggigL?ortf;Colorado,provided that Purchaser is not in default under any terms of this Agreement. VIII,SELLER'S CONTINGENCIES 8.1 PUkCWISER'S C' r+rtt't'wORTHIN SS AND COMPETE;CY. Purchaser hereby tenders the Financial Statement of MtlueI A flag, attached hereto as Exhibit K,Which Purchaser represents as accurate and correct as of the date set forth thereon. Purchaser hereby gives consent to have Seller obtain a credit report on Purchaser. Further, Purchaser agrees to provide Seller all other necessary information and documentation Seller may reasonable request, to enable Seller to determine the financial condition, creditworthiness and competency of Purchaser. Seller shall immediately review all information available on Purchaser to determine that Seiler is satisfiied with the Purchaser's financial condition, creditworthiness and competency. Broker assumes no responsibility for the accuracy of the information and documentation provided by Purchaser. In the event that during such review,Seller determines at its own discretion that Purchaser's financial condition, creditworthiness or competency are not satisfactory, Seller shall have the right to so notify Purchaser, in writing, in which case this Agreement shall be null and void, the Earnest Money shall be refunded, and all parties shall be fully and completely released herefrom. If no written notice is received by Purchaser from Seller within five (5) days from the dare of this Agreement,Seiler',rights under this paragraph shall be waived. 8,2 SELLER'S RESPONSIBILITY. Seller agrees and acknowledges that it is the Seller's responsibility to determine the financial condition, creditworthiness and competency of Purchaser. Seller is hereby advised to seek counsel in this determination, and will do so to the extent of its desires. Bmker/Brnicerage Firm assumes no responsibility for the financial condition, creditworthiness and competency of Purchaser. • IX.PURCHASER'S CONTINGENCIES 4A REAL PROPERTY LEASE With respect to the real property located at 4322 ((tghwaw,,,g¢ Longmont .Qoloraflo (hereinafter the "Premises'), this Agreement is contingent M;/� Lit""/ ASSET PURCHASE AdREEMENT Page 8 01/01/2009 00:01 8665945347 M1Kt laKttNlitMU __. __.... .,... .... ...o ...v ..� rw+ ovavn.. 4•Y war ps �I UUU%VY4 upon and subject to Purchaser having secured a new Lease Agreement. which shah be on terms and conditions satisfactory to Pulchaser, to be effective at Cloning. In connection therewith, Purchaser shall promptly after execution of this Agreement, take all necessary and proper steps to obtain new Lease Agreement If saidnew Lease is not so obtained by Purchaser, Purchaser shall have the right to so notify Seller in writing, in which ease, this Agreement shall become null and void, the Earnest Money shall be refunded to Purchaser, and all parties shall be fully and completely released herefrom. If no written notice is received by Seiler from Purchaser within 14 days from the date of full execution of this Agreement, Purchaser's rights under this paragraph shall be waived. 9.2 RIGHT OF INSPECTION. Purchaser, after execution of this Agreement shall have the right to iaspect any and all items referenced herein including, but not limited to, the Financial information, Assets and Premises, in a manner which anus not unreasonably interfere with operation of Company. Seller shall, upon request, make available to Purchaser all such items for Purchaser's review. In the event that during such inspection, Purchaser determines there are material discrepancies between Sellers representations and the actual status of these items;or that any of the items is unsatisfactory in Purchaser's discretion. Purchaser shall have the right to so notify Seller in writing, in which case, this Agreement shall become null and void, the Earnest Mersey shall be refunded to Purchaser, and all parties shall be fully and completely released herefrom. If no written notice is received by Seller from the Purchaser within 7Q days from the • date of full execution of this Asmenent,Purchaser's rights under this paragraph shall be waived. 9.3 LIQUQR LICENSE. This Agreement is contingent upon and subject to Purchaser obtaining a Temporary Permit for the Hole! F(Rgtaurarif Class Liquor License, on or before closing. All, if any. inspections required by any governmental agency for the issuance of the Temporary Permit or permanent Liquor License shall be completed and approved prior to closing. In connection therewith, Purchaser shall promptly, after execution of this Agreement, take all necessary and proper steps to obtain said Liquor License,or a commitment therefor. In the event Purchaser is unable io so obtain said Liquor License as provided herein, this Agreement shall become null and void, the Earnest Money shall be refunded to Purchaser, and all parties shall be fully and completely released herefrom, 9.4 HEALTH INSPECTION. This Agreement is contingent upon and subject to the Premises passing a "change of ownership" health inspection. Any necessary repairs needed to comply with the inspection shall be completed and paid far by Seller prior to closing, However, if the estimated costs of the required repairs exceed .S,L00Q,QQ, Seller may elect to make the repairs or terminate this Agreement. In which case, the Agreement shall become null and void, the Earnest Money shall be refunded to Purchaser, and all parties shall be fully and completely released herefrorn,. Any cost or fee associated with a change of ownership health inspection shall he paid by 9.5 SALES T pe. At Closing, Seller. at Seller's sole expense, shall have applied for a Tax Status Letter from the State of Colorado, Department of Revenue, and/or tax status letter from the local teeing authority and/or delivered to Purchaser a Certificate of Taxes Due (Denver only), regarding sales taxes for the Company, or the parties shalt agree to provide Seller's personal guaranis or sufficient funds in a post-closing escrow to cover the taxes due. If the above conditions are not met on or before the applicable date, Purchaser may terminate this Agreement ASSET PURCHASE AGRE :MENT Page 9 b1/E71/2UU t7E7: i1 865594534( MIKE (IPttNtihKb rwuc su ,. ..... .,., as..... ama "va uv vao♦ stirrup. ury tusr:+nx EJU1e,U.4 by written notice as provided herein which event the Earnest Money deposit shall he pmmptiy returned to Purchaser. X.OPERATIONS PRIOR TO CLOSING 10.1 OPERATION OF THE IXJjpANY PRIOR TO CLOSINCO. Seller hereby agrees, from the date of execution of this Agreement to Closing, to carry on its business activities and operations diligently and in substantially the same tranner as has been customary in the past. 10.2 COM(I%NNY PREMISES AND ASSETS. Until possession is given to Purchaser,Seller agrees to operate and maintain the Premises and the Assets in good working order and condition. 10.3 LQSS/Q .MAGE. In the event that is any loss or damage to the Premises or the Assets at any time prior to Closing, the risk of loss shall be upon the Seller. From Closing and thereafter,all risk of loss or damage shall be upon Purchaser. 10.4 CONFIU NTlALITX. Pureheserr agrees that Purchaser will,and will cause,its officers, directors and employees and other representatives to, hold in strict confidence any information obtained in connection with this Agreement or the transactions contemplated by the Agreement unless and until that information is or becomes publicly available, except insofar as this information may be required by law or regulation to be incuded in a public report or otherwise disclosed. XL MUTUAL CONTINGENCIES • 11.1 REM, PROPERTY LEASE. With respect to the real property located at 4322 Highway 66 Longmont, Colorado (hereinafter the "Premises ), this Agreement is contingent upon and subject to the parties having secured lessor's written consent to a new Lease, which shall be on terms and conditions satisfactory to etch of the parties hereto, respectively, to he effective at Closing. In connection therewith, the parties shall promptly after execution of this Agreement, take all necessary and proper steps to obtain said Lease agreement,. If said agreement is not so obtained,either party shall have the right to so notify the other party in writing, hi which case, this Agreement shall become null and void,the Earnest Money shall be refunded to Purchaser,and all parties shall be fully and completely released herefrom. If no written notice is received by either party,respectively,within a9nnty(?,Q)days from the data of full execution of this Agreement, the rights under this paragraph shall he waived. 1].2 EXHIBITS. The Effectiveness of the within Agreement is contingent upon both of the parties agreeing upon the form and substance of each of the Exhibits referenced herein and related closing documents, within fifteen (15) days fw a the date of full execution of this Agreement. In connection herewith, each of the patties hereto shall diligently and hi good faith proceed with the negotiation and drafting of said Exhibits. If Seiler and Purchaser do not specifically agree to the form of each of said Exhibits, within the time provided, this Agreement shall become null and void, the Earnest Money shall be refunded to Purchaser and ail parties shall be released herefrom. 7p/ P?•Pe ASSET PURCHASE AGREHMENT Page 10 01/01/2009 00:01 8665945347 MIKE U ttNrftKU rwuG ++ . . .... ..... ..•+. .m ua.� ccv 71414 aN.DVAA SOY t arAi'l $U11/U.4 XII.OBLIGATIONS AT CLOSING 12,1 E3MCUTION SN))DELIVERY OF DOCUMENTS. At Closing,Seller and Purchaser shall execute and deliver all such instruments and take all such other action as either party may reasonably request from time to time, in order to effect the transaction provided for herein. The parties shall cooperate with each other In connectior with any steps to he taken as part of their respective obligations under this Agreement. This obligation shall extend to any matters arising after Claming, 12.2 FUNDS. Purchaser shall deliver to Seller all Funds due referenced in paragraph 2, hereof. 12.3 COMPANY BOOKS AND RECORDS. Seller b ill have the right to retain its minute books, stock books, and other corporate records having exclusively to do with the corporate organization and operation. Originals, or copies et Seller's discretion and expense, of all other records and books of account of every kind and nature regarding the Company shall be delivered by Purchaser and become the property of Purchaser at Closing. 12.4 COSTS AND EXPENS.U. Each parry hereto shall bear its own costs and expenses incurred in connective with the negotiation, preparation, and perforrnaaee under this Agreement. and all matters incident thereto,excepting as otherwise set forth herein. 124 SALES AND USE TAX. Purchaser hereby acknowledges and agrees to pay for any and all sales and use taxes payable to local or suite jurisdictions that may arise as a result of the sale of the Assets described herein. 12.6 KEYS AND LOCKS. Seller shall deliver all keys of the Company to Purchaser. Purchaser shall have the right to change all locks of the Company at and after Closing. 12.7 PERSONAL Ct ARANTY. Seller shall have the right at and after Closing. at its discretion, to be removed and released from any and all personal guarantees to vendors, trade creditors and utility companies regarding business relationships of the Company, XIII. OBLIGATIONS AFTER CLOSING During all times that Purchaser shall owe any amounts to Seller_ 134 j,4SURANCE COVERAQQE. (a) Purchaser shall maintain all Assets in good condition and fully insured against general liability.And additionally,Purchaser shall carry insurance protection for net:,theft, burglary end other hazards normally insured in the operation of the business of the Company. Seller shall be named as a loss payee on all such insurance policies. 13.2 PURCHASER'S OPERATING STAT.DM'2NTS,Purchaser shall provide Seller with copies of each annul Operating statement and balance sheet of the Company until such rime as the Purchaser shall have paid in full all moneys owed to Seller under this Ag,craa.nr.Stich �J /Li.(2- Y ASSET PURCHASE AGREEMENT Page I ell/E71/1E1J`J !did:Ill Hbbn4b'd4/ mtKc UKCGVDCICU financial statements shall be provided to Seller within thirty(30)days following March it of tree yeAr following thejspgftl/tgpfrio51,Purchaser shall also provide to Seller on a monthly basis Purchaser's morally sales tax reports and evidence of payments thereof,Seller agrees to treat this information as confidential. 13.3 SECUICY AGREEMENT. This Section XII is incorporated into the Security Agreement. • XIV.INDEMNIk'ICATION-SURVIVAL OF REPRESENTATIONS AND WARRANTIES 14.1 POST-CLOSINQ SURVIVAL All the representations,warranties and covenants mace as of Closing, as provided herein, shalt survive Closing. 14.2 )NpgMNIFICATION 9Y SELLER. Seller agrees to indemnity Purchaser, its directors, officers, shareholders and affiliates against any 1nss, east, expense, damage or liability (including, without limitation, interest at the rate of 12%per annum on money expended from the date expended and attorney fees and other expenses incurred in defending against litigation,either thrcatened or pending)incurred or sustained by any one or more of them with respect to or arising out of(a) any breach of or incorrectness if any representation or warranty made by Seller in or pursuant to this Agreement or failure by Seller to perform or comply with any covenant or agreement made by it in or pursuant to this Agreement, or (h) any liability of or claim against Purchaser relating to any state of facts,event or omission existing or occurring prior to Closing. 14.3 ZiattegiffIcATTON BY_PU&CHAS R. Purchaser agrees to indemnify Seller, its directors, officers, shareholders and affiliates against any loss, cost, expense, damage or liability (including, without limitation,interest at the rate of 12%per annum on money expended from the date expended and attorney fees and other expenses incurred in defending against litigation,either threatened or pertd ng)incurred or sustained by any one or more of them with inspect to or arising out of(a) any breach of or incorrectness if any representation or warranty made by Purchaser in or pursuant to this Agreement or failure by Purchaser to perform or comply with any covenant or agreement made by it in or pursuant to this Agreement, or (b) any liability of or claim against Seller arising from any act or omission of Purchaser committed after Closing. 14.4 WAIVER AND INDEMNIFICATION TO 1B1eOE,E BRORTeRAGE FIRM.Seller and Purchaser, respectively, hereby acicnowlcdge that BrokerBrokerage rims, its officers,agents, co. broken and employers have a right to rely upon and disclose to the other party any and all material facts,figures and related information disclosed by each of them. respectively,to Broker/Brokerage Firm. Seller and Purchaser, respectively, waive any and all rights,claims or causes of action each has of may otherwise have against BrokerBmketage Finn, its officers, agents. co-brokers and employees, for so relying upon and disclosing such facts, figures and information. Seller and Purchaser,respectively,agree to indemnify Broker/Brokerage Term,its officers, agents,co-brokers and employees,from and against any and all claims or causes of action, including damages,costs, expenses and attorneys fees incunwl by BrokeriErokerage Firm, its officers, agents;co-brokers and employees,arising our of any acts or omissions of the indemnifying party. (77 M12- ASSET PURCHASE AGREEMENT Page 12 bllF71/2tItre tibbb94b 4I MIKE ttLNtlJKri rwuc io .. _,._. .... �..... ...a ..... .... ,...va . w nvm+ e�v wum•s QJ G1a,U34 • X"C.DEFAULT AND REMEDIES Time is of the essence hereof. If any note or check received as Earnest Money herein or any other payment due herein is not paid,honored or tendered when due,or if any other obligation herein is not performed as herein provided,there shall be the following remedies: 15.1 IF PURCHASER iS IN D 'rA i'. . Seller may elect to treat this Agreement as terminated, in which event the Earnest Money and all payments and things of value received herein shall be forfeited by Purchaser and retained and divided equally between Seller and Broker/Brokerage Firm and may further recover such damages as may be proper. It iR agreed that the Earnest Money and suob payments and things of value are reasonable lirinidated damages and not a penalty. 15.2 IP SELLER I5 IN DEFAULT. Purchaser may elect to treat this Agreement terminated, in which case all payments and things of value received herein shall be returned to Purchaser and Purchaser may recover su0h damages as may be proper. 15.3 FE,ES AND COSTS. Anything to the contrary herein notwithstanding,in the event of any litigation or arbitration arising out of this Agreement,the court cr tribunal than award to the prevailing party all reasonable costs and expenses, including attorneys'fees, 15.4 ARBITRATION. Any conhrversy or claim arising out of or relating to this Agreement, or the breech thereof, shall be settled by arbitration before a single arbitrator in exordance with the Uniform Arbitration Act 0f 1975, Section 13.22-201 et seq., C.R.S., as amended; except insider ue this Agreement expressly and specifically provides to the, contrary. The results of the arbitration shall be final and binding,and not subject to appeal. The rights under this paragraph shall insure to the benefit of the Seller, Purchaser and BmkerBrokerage Firm, respectively. XVI. GENERAL PROVISIONS 16A F[3TIRE A IsEEMENt This Agreement contains the entire understanding of the parties with regard to the subject matter hereof and no warranties, representations, promises or agreements have been made between the parties other than as expressly herein set forth, and neither Purchaser, Seller nor Broker/Brokerage Firm. shall be nor are they bound by any warranties, representations, promises or agreements not set forth herein. This Agreement supersedes any previous agreement or understanding and cannot be modified except in writing by all of the parties hereto. • 16.2 BINDING EFFECT. Upon execution, this Agreement shall be absolutely binding and fully enfotreable and shall inure to the benefit of the parties hereto, their successors, personal representatives and heirs. 16.3 NOTICES. All notices as may be required by this Agreement shall be sent to the respective parties at the addresses set forth below.The place of notice may be modified by appropriate registered or certified mailing is the parties. • • • 47 z ASSET PURCHA AGREEMENT Page 13 t11/e1/2uui`J d1d:U1 . -- ubbbY4b34/ - -- —^ mrict acc�nn�Ru .o, .. v.. To Sailer at: 772¢Q Hilburn FjQg{4,B/dg#1, (hen To Pur_haser at: Q0?2,j,j1Ar!W.By.0 La191719n6..cQ. 5Q4 16.4 TIE OF POSSESSION. Purchaser shall be deemed to be in possession of the Company on the day and time of Closing. All things of value, including the keys to the Premises ' shall be delivered at Closing. 16,5 SEV1RkBTLTTY. In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby and effect shall be given to the intent manifei ued by the provisions, or portions thereof,held to be enforceable and valid. 16.6 CQNIVWCTION. Throughout this Agreement the singular shall include the plural, and the plural shall include the singular, and masculine shall include the feminine wherever the context so requires. 16.7 ,RICJHT TO COUNSEl . Purchaser and Seller hereby acknowledge that they have every right to consult a licensed attorney, CPA and/or environmental consultant and have done so to the extent of their desires, 16.8 GOVERNING LAW, This Agreement shall be governed by and construed under the laws of the State of Colorado and, subject to the provisions of paragraph 15.4, hereof, any suit to enforce any of the terms hereof shall be brought in the District Court, County of,(Held, State of Colorado. and for this purpose, each party hereby expressly and irrevocably consents to the jurisdiction of said Court. 16.9 FORMS OF BROKERAGE. (a)REZRE$E$TATiON OF SELLER (1)The perty(ies) designated as Broker (hereinafter "Broker") acting on behalf of Seller is(are): Ann H Lgrl7eL Broker is the individual designated to serve as Broker of Seller and to perform the services !Nutted by this Agreement for Seller. If more than one individual is so designated,then references in this Agreement to Broker shall include air persons so designated, including substitutes of or additions to Broker. The brokerage relationship exists only with Broker and does not extend to the employing broker,Brokerage Firm or to any other brokers employed or engaged by Bream:rage firm who are not so designated. (ii)The Brokerage Firm (hereinafter"Brokerage Firth") cf Stoker to Seller hereunder is an individual company The brokerage relationship with Seller does not extend to Brokerage Firm. • • ASSET PURCHASE AGREEMEN'i. Page 14 L1/ta/1Eik3 LIU:01 bbbb'd45:i4/ MuKt. uRGGYn=ru ^w - ..... .-..� ..... ... ... v.o. ..n.,aean �✓ warnA�a YI via/tuts • (iii)Broker representing Seller hereunder is a ialfAretAggar. [Option A- Seller's Agent; Option B - Purchaser's Agent ; OR Option C -Transaction Broker. See kiORMS OF BROKERAGE- Appendix I,hereto], (iv)Subparagraphs (c) - (f) of Appendix I are incorporated betein by reference. (v)Seller shall not be vicariously liable for any acts of Broker/Brokerage rum that are not approved,directed or ratified by Seller. (b))3,(,vPRESENTATTON OF PURCEIASE(t (1)The party designated as Broker(hereinalt t"Broker")acting on behalf of Purchaser iv Mik ..areeg/,Z ,('p. Broker is the individual designated by Brokerage Firm to serve as Broker of Purchaser and to perform the services required by this Agreement for Purchaser. If more than one individual is so designated,then references in this Agreement to Broker shall include all persona sc designated,including substitutes of or additions to Broker, The brokerage relationship exists only with Broker and does not extend to the employing broker,Brokerage Firm or to any other brokers employed or engaged by Brokerage Firm who are not so designated. (*The Brokerage Finn (hereinafter "Brokerage Mrm") of Broker hereunder is, {ee,.(sland,Qanpgey. The brokerage relationship with Purchaser does not extend to Brokerage Firm, (iii)Broker representing Purchaser hereunder is a ,Ta(sgtign.ir11@r. (Option A-Seller's Agent; Option B-Purchaser's Agent;OR Optical C-Transaction Broker. See FORMS OF BROKERAGE-Appendix I,hereto]. (Iv)Subparagraphs (c) - (f) of Appendix I arc incorporated heroin by reference. (v)Purchaser shall not be vicariously liable for any acts of Broker/J3tokerage Firm that are not approved,directed nr ratified by Purchaser. 16.10 ESCROW AGLNT. (a) In order to facilitate Closing,an Escrow Agent mutually acceptable to Seiler and Purchaser shall be employed to twelve,deposit and distribute funds for the parties,prepare and obtain execution of escrow instructions,provide for execution and distribution of appropriate documents evidencing the terms and conditions of this Agreement by and between the respective parties,and provide for the proper Closing, recording of documents and distribution of funds. Purchaser and Seller each agree to appoint pareaufergew,a2,as Esvarow Agent,and each agrees to pay one-half(54)of the Escrow Agent's fees and expenses,not to exceed$4§2,Q9 for each party. 16.11 jiKQRPORATWORBY PURCHASER.It is hereby acknowledged and agreed that Purchaser may elect to incorporate.In such event,the new corporation shall become the Purchaser, and Purchaser shall cause the corporation to ratify all of the terms and conditions of this. Agreement. Further,Purchaser hereunder shall continue to he personally liable far the performance of this Agreement,covenants and agreements,and the payment of any unpaid balance owed to the Seller hereunder, /p is-1•(Z ASSET PURCHASE AGREEMENT Page 15 01/01/2009 00:01 8665945347 MIKE 6ltLNBthla rmun io 1612 BROKER PREPARED FORM. This Agreement has not been approved by the Colorado Real Estate Commission, The template for this Ageemenr was prepared by Broker's/Brokerage Film's legal counsel on a form for use by Broke,/Brokeruge Firm The negotiated terms specific to this trnnsaction were negotiated by the parties to the Agreement and inserted by Broker at their instructions and shall be identified by Broker/Brokerage Firm upon request of either patty hereto. Each of the patties hereto acknowledges the disclosures contained herein. EVIL DATES AND TIMES 17,1 ACCEPTANCR DATE• Purchaser's offer herewith made stall be open for Seller's written acceptance on or before ArigigAgg 17.2 CLOSING DATE: The Closing date shall be on or before JU/y 1 L.2C109,of as agreed ;Q by the parties. [REST OF THIS PAGE INTENTIONALLY LEFT BLANK) • • ASSET PURCHASE A6RREMENT Page 16 01/d1/2UUt1 Ufl1 . ._ Jbbb`J45;i4/Y .-Yy MIKE Uh't.tNFitFLri r�aut i�= PURCHASER'S OFFER The undersigned Purchaser expressly acknowledges fully reading, understanding and receiving a true copy of this Agreement, and accepts and approves the terms contained herein.• Purchaser hereby specifically acknowledges receipt and understanding of the disclosures contained in paragraph 16.9 and Appendix 7,hereof. PURCHASER:La Fja@ Mexican Qr/N,Corpgrftlon By: ')"4 �4 ��[`f.y Date: �S ^ NametTide: Me 6 rtrc. -A Address: 1391- r r:4G{<r(3ro)Z l 83 City,Stare, Zip: ' a9�Cay0.4.21 ca'S 6? Telephone No.: ( 703) ? gcfl?a PaxNo.: ( 39. 2 7?s•cey?..2. E-Mall Address: _. As is paragraph(s): 2.3(a),5.1 through 5.5,7.1,8.1.2.2, 13.1, 13.2, 14.3 and 14.4 individually acknowledges. SELLER'S ACCEPTANCE We accept the foregoing offer and agree to sell the above described business and assets on the terms and conditions of the foregoing contract. We further agree to pay to Ann N. Leffler, a commission at closing es geed upon in the Agreement, dated Seller hereby specifically acknowledges receipt and understanding of the disclosures contained in paragraph 16.9 and Appendix 1,hereof. SELLER:Alfred Lopez an4l. lino g:Ope By: Nal:ten-i 0e: 12b)/✓e By Date: Name/Title: �I� .o,7 Address: �is_ /7N/I Ala& /2.,7 . City,State.Zip; f� P ` 4 o43/ Telephone No,: ?ZD-,897— 0'L5 Fax No.: E-Mail Address: )'nJ/o/ez_h23 i1 -Cc3Gvi As to paragraphs);2.3(b),4.1 through 4.11,7,1, 14.2 and 14.4, and • each indi vidually acknowledge. • //ems P--ASSET PURCHASE AGREEMENT Page 17 W./al ZUITJ v_✓J:V1 OOO �YJJT EARNEST NIONNElt Purchaser's Earnest Money deposit hereunder is acknowledged by Seller's Agent on behalf of Seller subject to Seller's executed acceptance of Purchaser's offer and the other terms and conditions herein. BROKER: Mike Greenburg Date:_ By --- Nary eiTitte: . Address:455 Sherman Street,Suite 490 City. State,Zip:Denver,Colorado 80203 Telephone No.:(303)'.20-7919 ext Fax No-:(303)720-8191 C-Mail Address:mikeg;SanbomkndCompany'.com BROKER'BROIERAGE FIRM ACKNOWLEDGMENT Under paragraph i fr.9(a)hereof.Representations of Seer Broker acknowledges and agrees to the terms of this Agreement. BROKER- Ann H. Leffler �r Date: � BY: - - ,address:PO Box 169+1. City,State.Zip: Port Coffins,CO 80522 Telephone No.:9%0-686-0136 ext Fax No.: E-Mail Address: , c nder pa;agCa2(.h's hereof it retatio sen n of Pur ha c, Broker acknowledges and agrecc to the terms of this Agreement BROKER:Mike Orecnburg By; 1 Date: Name-Title: Address:455 Sherman Street,Suite 490 City,State,Zip:Denver,Colorado 80203 Telephone Nc.:(303)220-?919 ext ASSET PURCHASE AGREEMENT Page 13 bl/Bl/2UU' MU:b1 tlbbb'j4b34/ MIKE ti'ttNt3tKb rM.J .-1 Fax No.:(303)220.8191 E-Mail Address:mike@SanbomAndCompany.com Brokerage Firm acknowledges and agrees to the terms of this Agreement as such terms arc applicable to Brokerage Firm. BROKERAGE FIRM:SANBORN AND COMPANY By: • Date: Name:Shawn F.Sanborn,President Address:455 Sherman Street,Suite 490 City,State,Zip:Denver,Colorado 80203 TelephoneNo.:(303)220.7919 ext 108 Fax No.:(303)220-8191 8-Mail Address: Shawn@SanbomAndCompany.com ASSET PURCHASE AGREEMENT Page 19 • G°1 Ell/a01/51/2009 01 866594534 M„�K GtrttN>7t�ma -•� l/2009s so50:u .x. r,... v ,acs aa.uvna ar APPENDIX I refer to PARAGRAPH- 169 FORMS OF RROEERA,CE (a) REPR&SENT4TION OE SELLER, (Iii) and/or • (b) REPRESENTA'FION_Ok PURCHASER. WO [Option A] Seller's Aeon, (A) As a Seller's Agent,Broker will negotiate on behalf of and act as an advocate for Seller. Broker shall work solely on behalf of Seller and owes duties to Seller which include the utmost grid faith,loyalty and fidelity,including but not limited to: • (I) Seeking n price and terms which are acceptable to Seller, except that Broker shall sot be obligated to seek additional offers to purchase the property or business while the property of business is subject to a contract for sale; (II) Presenting all offers to and from Seller in a timely manner regardless of • whether the pmperty or business is subject to a contract for sale; (11.1) Disclosure to Seller adverse material facts actuelly known by Broker; (IV) Counseling Seller es to any material benefits or risks of a transaction actually known by Broker; (V) Advising Seller to obtain expert advice as to material matters about which Broker knows but the specifics of which are beyond the expertise of Broker; and (VI) Accounting in a timely manner for all money and property received. (B) As a Purchaser's Agent, Broker shall not disclose the following information without the informed consent of Seller. (I) Seller is willing to accept less than the asking price for the property or business: (U) what the motivating factors are for Seller to sell the property or business; (111) that Seller will agree to financing terms other than those offered; (IV) any materiel information about Seller unless the disclosure is required by law or failure to disclose such information would constitute fnurd or dishonest dealing: or (V) any facts or suspicions regarding circumstances which may psychuulugictslly impact or stigmatize any real property or business pursuant to Colorado law. (C) Broker shall represent Seller as Sellers Agent and shall treat the Purchaser as a Customer_ A Customer is a patty to a transaction with whom Broker has no brokerage relationship. Broker shall disclose to such Customer Broker's relationship with Seller. (t dam- ASSET PURCHASE AGREEMENT—Appendix I Page 1 ell/U1/1UUy UU:U1 I3bbbU34b.34/ MIKE C-7tE=Nlit=ttb mur Li VVI YO. wV4s ♦4y +a..,w •nR vv+ wwv �..�a ...wr•vw.. ,.✓ vv •� (0) If Broker represents Seller as Seller's Agent it shall treat tine Purchaser as a Customer unluas Broker currently has or enters into an agency or Transaction- Broker relationship with Purchaser, in which case Broker shall act as a Transaction-Broker. (OKJ [Option B J Purchaser's Agent (A) As a Purchaser's Agent,Broker works solely on behalf of the Purchaser and owes duties to Purchaser which include the utmost good faith, loyalty and fidelity. Broker will negotiate on behalf of and act es an advocate for Purchaser. Broker must disclose to potential sellers all adverse material facts concerning the Purchaser's financial ability to perform the terms of the transaction and whether Purchaser intends to occupy the property or business. A separate written Purchaser Agency Agreement is required which sets forth the duties and obligations of Broker and Purchaser(Client). [OR] - [Option C] Transaction Broker. (A) As a Transaction-Broker, Broker assists Purchaser or Seller or both throughout a real estate or business transaction wit communication, advice, negotiation, contracting and closing without being an agent or advocate for any of the parties. The Transaction-Broker must use reasonable skill and care in the performance of any oral or written agreement and shall provide such brokerage services including,but not limited to: (I) presenting all offers to and from the patties in a timely manner, whether the property or business is subject to a contract for sale; (II) disclosing to the parties all adverse material facts actually known by Broker; (lII) advising the parties to obtain expert advice es to material matters about which Broker knows but the specifics of which are beyond the expertise of Broker; (IO) accounting in a timely manner for all money and property received; (V) keeping the patties fully informed regarding the transaction; and (VI) assisting the parties in complying with the terms and conditions of any contract for sale of the property or business, and the closing of the transaction. No written agreement is required;however,a written agreement is advised. (B) Broker, when acting as a Transaction-Broker, may disclose any information ur one party that Broker gairat from the other party if the information is relevant to the transaction or party, except Broloor shall not disclose the following information without prior informed consent(from the party adversely affected): (1) that Purchaser is willing to pay more than the purchase price offered for the property or business; (I1) that Seiler is willing to accept less than the asking price for the property or business; ASSET PURCHASE AGREEMENT—Appendix I Page 2 01/01/2009 4.00:01 8665949347 nua .V MIKE GREENntKG fen. (Il) what the motivating factors are for any party, respectively, selling or purchasing the property or business; (IV) that Seller will agree to financing terms other than those offered; (V) that Purchaser will agree to financing terms other than those offered; and (nI) any material information about the other party unless: (1) the disclosure Is required by law; (ii) the disclosure pertains to adverse material facts about Purchaser's financial ability to perform the teams of the transaction; (iii)the disclosure pertains to Purchaser's intent to occupy the property or business;or (iv)failure to disclose such information would constitute fraud or dishonest dealing• (c) Additionallkfinitions (I) Customer; A Customer is a party to a real estate or business transaction with whom Broker has no brokerage relationship because such patty has not engaged or employed Broker, either as the party's agent or as the party's Transaction-Broker. (II) Client A Client is a party to a teal estate or business transaction with whom Broker has a brokerage relationship because such party has engaged or employed the Broker as either an Agent or a Transaction-Broker. (d) Colorado law requires Broker to disclose to Purchaser all adverse material farts actually known by Broker,ineludinp but not limited to: (I) adverse material fact;pertaining to tide to the property or business and the physical condition of the property or business; (II) any material defects in the property or business; (111) any environmental hazards affecting the property or business which arc required by law to be disclosed: and (IV) any disclosures that may include such matters as structural defects, soil conditions, vinlatioes of health zoning or building laws, or nonconforming uses and zoning variances. Seller agrees that Purchaser may have the property or business inspected and authorizes Broker to disclose to Purchaser any facts actually known by Broker about the property or business. (e) Broker has na duty to conduct an independent inspection of the property or business far the benefit of Purchaser taxi has no duty to independently verify the accuracy or completeness of statements made by Seller or independent inspectors. Broker has no duty to conduct an independent investigation of Purchaser's financial condition or to verify the accuntcy or completeness of any statement made by Purchaser, ASSET PURCHASE AGREEMENT—Appendix I Page 3 01/01/2009 00:01 8665945347 .Y N MIKE GREENBERG PAGE G3 a) When Seller and Purchaser are working with different bmkers,those brokers shall continue to conduct themselves consistent with the brokerage relationships they have established with their respective Clients. Seller acknowledges that Brokerage Finn is allowed to offer and pay compensation to brokers within Brokerage Firm working with Purchaser. • 11 (2- ASSET PURUTAS AGREEMENT—Appendix I Page 4 01/01/2009 00:01 6665%534w a ui ttrnmac eVV IiLM1 sae} EXHIBIT LIST lag h11 Fvrnitge,Fiat-wits and.Equipment A Lcasctold Improvements .9 Real Property Lease and Security Deposit C Licenses and Permits D Equipment Leases E Prepaid Accounts and Deposits F Customer Accounts Ci Contract Rights ti Seller's Financial Statement I Litigation J Purchaser's Financial Statement K ,667 s— (z ASSET PURCHASE AGREEMENT-EXHIBIT LIST approved by the: T Agrc.cmrnt has not been app re prepared he PKEi'AR ?- ,ho plate for this Agreement w p p� The by 16.1 Real — Broker/Brokerage ment karuge '" Book 's Bctat� Can�>zu l counsel on a from fcr use by sker/ to the ge Firma, and B negotiated /B se Firm's ibis wise negotiated by the p li cttt terns&o Broker at their to this ctio Coon • �� d b Broker at thcic instructions and shall be identified by Broker/Brokerage disclosures cant�:sted request by hereto. Each of the parties hereto acknowledges reyucst of either patsy herein. XV1L DAZES AND TDAFS Purchaser's offer h�cwitb made 3W be Open for Sellef5 17.1 ' Wntcen acceptance onmr before:,l�iRk.12, ,9.. or _ B eed 17.2 C C�DAT .• The Closing date shall be os or before July_I,L2(Q9,. 8S 9r , _ .. ia?by_.tt e_.parties. [REST OF THIS PAGE ENTENTIONALLY LEFT BLANK; • ;, • ',e" 111.�- ASSET PURCHASE AGREEMENT Page 16 ty,L L IAt.�ti .I4'}.Vl OCDJ -• V V1V1 JH•Y , N•Y ---_ tI Nor J« -� ..0 ♦ �r •.M �v •� • Sear hereund t is a titif@f,.Y./3200 [Option A- (iii)Blotter representingg C ,7"ttefsec�iort Broke. Sec �R�S Seller's Agent; Option B - Purchaser's Agrtt ; Oft Option OF BROKERAGE-Appendix I,hereto) x I are incorporated her;e� by (iY)Stih� i1tF is) - (f) of Append: reference. (v)Seller shall not be vicariously !'aide tor any acts of Broker/Brokerage Firm that are not approved,directed or ratified by Seller. (b) r iT aTlOlti OFjjRCN SER. (1)The party designated a Broker fhercinaft r"Blotter")acting on behalf of PurettBroker is the individual designated by Brokerage F--irm to serve as of P c aser and to per the services required by this Agreement for Purchaser. If more Broker of n tviduer and d Pik .then references Ia this Agreement to Broker shall include ill man one individual is � � c relationship Fersors o designated, including substitutes of or additions' to Broke. The brokerage or to any exists only with Broker and does not extend to the employing broker, Brokerage ether brokers employed or engaged by Brokerage Firm who ate not so designated. (*The Brokerage Finn (hereinafter "Brokerage t irm') of Broker hereonder is$ ).407 ^.d-0.ompdctlt• The brokerage relationship with Purchaser does not cxteud to Brokerage Firm. (.ni) Broker representing Purchaser hereunder is a INAIRIONSALVISE. {Option A-Seller's Agent; Option B-Purchaser's Agent;OR Option C-Transaction Broker. See FORMS OF BROKERAGE- Appendix L hereto]. (iv)Subparagraphs (c) • (f) of Appendix i a:c incorporated heroin by ;'eferencc. (v)Purchaser shall not be vicariously liable for any acts of Broker/Brauage Fit that arc riot approved.directed or ratified by Purchaser. 16.10 ESCROW 4 L4I. (a) In order to facilitate Closing.an Escrow Agent mutually acceptable tSeller and Purchaser shall be anaployext to receive.deposit and distribute funds :or the parties,prepare and obtain execution of escrow instructions,provide for execution and distribution of appropriate d;x.ument`evidencing the terms and conditions,of Ns Agreement by and between the respective parties,and provide for the proper Closing, recording of documents and distribution of 1unda. Purchaser and Seller each agree to appoint E,Qfc/.: .#Xtl.(Q.QY.,.E€s4:.as Eacrow Agent,and each agrees to pay one-half(1/2)of the Escrow Agent's fees and ex ..nses nor to excel$00.00 for each party. 1b.11 1NC911PO TiOR BY t CtiASTR.It is hereby acknowledged and agreed that Purchaser may elect to incorporate.In such event,the new corporation shall become the Purchaser, and Purchaser shall cause the corporation to ratify all of the term;and conditions of this Agreement. Further,Purchaser hereunder shall continue to be personally liable for the performance of this Agreement,covenants and agreements,and the payment of any unpaid balance owed to the Seller hereunder. :f2— ASSET PURCHASE AGREEMENT Page 15 •jYJ_ ny�:IJl bit _._ ... To Sailci,u: 7'l2,gQ Nr'fb}g.f.?_RO4 ,Bldg#1, Unit B ToePurcha,er a:: .1 it iW.gY � Lansrr n�..PQ. G.'4 S . Purchaser shall be deemed to be in possession of the 16.4 F SS duu$s of value, including the key's to the?remises Company ou the day and time..of L:1061tig. All shall be delivered a:Closing. 16.5 SEV.. ABILITY. la the event that any of the provisions, portitms thereof. of this Agreement are held to be unenforceable or Invalid by any court or tribunal of competent jurisdiction, the validity and enforceability of the remaining provisions. or portions thereof, shell not be affected thereby and effect dull be given to the intent manifested by the provisions, or poitions thereof,1held to be enforceable and valid. 16.6 OH S'1RUCT1O. Throughout this Agreement the singular shall include the plural, and the plural shall include the singular, and masculine shall include the feminine wherever the context so requitrs. 16.7 BIGHT TO cQUNSa, Purchaser and Seiler hereby acknowledge that they have every right to consult a licensed attorney. CPA ardk r environmental co+v ultan►oral have done so to the extent of their desires, 16.S GOVER..\ING LAW, This Agreement shall be governed oy and construed under the laws of the State of Colorado and, subject to the provisions of paragraph 15.4, hereof, any suit to enforce any of the ratan hereof shad be brought in the District Court, County of State of Colorado, end for this purpose, each party hereby expressly and irrevocably consents to the jurisdiction of said Court. 16.9 FQRMS OF BROKERAGE. (al Rf PRESENT_ ��'`I GF SEJ L . (i)The party(ies) designated as Broker (hereinafter "Broker") acting on behalf of Seller is(am): Arp.1:1,./..gfilli Broker is the individual designated to serve as Broker of Seller anti to pe:tdrtu the services required by this Agreement for Seller. if more than one individual is so designated.then references iu tbie Agreement to Broker shalt include ail persons so designated.inciudiug substitutes of or additions to Broker. The brokerage relationship exists only with Broker and does not extend to the employing broker, Brokerage Firm or to any other hmkers employed or engaged by Brokerage Finn who err not so desigtutted. (il)The Brokerage firm (hereinafter"Brokerage Firm") of Broker to Seller hereunder is en individual company The brokerage relationship with Seller does not extend to Brokerage Firm. Lvi ASSET PURCHASE AGREEMENT Page 14 .X .DEFAULT AND REMEDIES is of the essence hcreef. if any torte or check received as Earnest Money herein or any other �,�� tan herein is avaaent duc Herein is not paid,honored or tendered when due.or if any other obligation n ` ed as herein provided.there tbnll be the following ren dies not lxtf4tIIt ten- as A PR' ir(� L . Seller nay elect to treat this Agreement 15.t LEI-D(14 a s of value received te_reinasha ted, in which event the Earnest MnMop and all P ymenta arid thing uelt damages as may be proper. It ik figreeG that between Seder and herein shall be forf�ite3 by Pun baser and retained and divided equally liquidated damages that Hmlcecinrol erase Finn and may further recover s of value as tray reasonable iiqut the£ar!ae.�I Motor, and such payments and thug not a penalty. 15.2 jR S I.i Ems I1 Us a—ings o . Pur chaser may elect to treat this Agteetnent terminated, in which ease all payments and things of YQlaae received herein Shall be renamed to PurchaserandPurchaser may recover suchd!unares as may be. 15.3 Anything to the contrary herein notwithaktatading,in the event of any litigation or arbitration arising out of this Agreement, the court cr trbenai shall award to the prevailing pasty all reasonable coasts;and expenses, including attorneys fees. 15.4 A EITr�R.I1ON. Any contmvertiy or ;lake arising cut of or relating to this Agres_neat, or the breech,t.�thereof, Al he c„of1975, eeuon by n122 before01 att1sq., �R.S., as bitrator tn a�.cotdance with the Uniform � provides t., .h•� •�rdxary� amended, except itutpfar as this Agreement expressly and specifically it The rights under f bC results of the arbitration shall be final end binding,and ot subject to appeal. R this purugraph shalt lure to the benefit of the Seiler, Purchaser and Broker/Brokeragp Firra, respects veil- XVL GENERAL PROVISIONS 'Tif3 c xQRtth ;+"_T. This Agreement contains the entire understanding of the 16.1 E� parties with regard to the subject roam hereof and no warranties. representations, promises or agreatneots have been made betweca the parties other than as expressly herein set forth, and neither Purchaser, Seller nor Broker/Brokerage Firm shall be ocr are they bound by any warranties. representations, promises or agreements not set forth herein. This Agreement supersedes any previous agreement or understanding and cannot be modified except in writing by all of the parties hereto. 16.2 JIJNDI G BFFECT. L;pcn es,ecurlore this Agreement shall be absolutely binding and fully enforceable and shall inure tc the benefit of the parties hereto, their successors, personxi representatives and heirs. 16.3 NOTICES.All notices as tray be required by this Agt'eeutent shall be sent to the respective partiim at the addreSes set forth below.The place of notice msy be modified by appropriate registered cr serufted mailing tc the parties. • ASSET PURCHASE AGREEMENT Pure 13 1, DritT1 dr_.jF 700_��_..� .. '--- -w.•..',I.• -,. •.Vi..w.-lr 5 provided to Seller:within thirty(30)days following hiarc......... ...o. financial .c:aZe hots she l t o f e otlo0.0g-the,iftRS?rting.PViod,i?'urct►asce shall also p►bvinte to Beeler on a monthly basis Purchaser's monthly cedes tax reports and evidercv of payments thereof,Seller agrees U irc4t this information as confidential. 13.3 cPCt1£ta Y .. .Q1 EN' NT. This Section XTt is incorporated into the Security Agreement. XIV.INDEMNIFICATION-SURVIVAL OF REPRESENTATIONS ATIONS AND WARRANTIES 14.1T a ncnrr:cLa11,4L. All the representations,watraa:ies and cotenants made us of Closing, as provided herein,shall survive Closing. 14.2 r W CA' Q _A SCR' Seller agrees to indemnify Purser, its directors, officers, shareholders and affiliates a►ainst any loan exist, expense, dsr age or liability (including, without limitation, interest at the rate of 12%per annum on money expended from t'te date expended and attorney fees and other expenses incurred in defending against lit g*tion,either threatened or pending)incurred or sustained by any one or more of them with respect to or arising Out of (rt) any breach of or incorrectness if any representation or wu[rant; made by Seller in Cr pursuant to ells Agreement or failure by Seller to perform or comply \kith any covenant or agreement made by it in or pursuant o this Agreement, or (h) any liet+i1ity of r claim Closing. againstPutenas:r relating to any state of facts,event or omission existing or occurring prior to 14.3 1,NDEMNIFICATION_RIZMUASSI. Purchaser agrees to indemnify Seller, its directors, officers, shareholders and affiliates against any loss, cost, expense. damaged il h (iinclu;1ing, without limitation, interest at the rate of 12%per annum on money expende e date expended and attorney fees and other expenses incurred in defending against liafatioo,either threatened or pending)incurred or sustained by any cne or more of them with respect to or arising out of(a) any breach of or incorrectness if any representation or warranty made fry Purchaser in on pursuant to this Agreement or failure by Purchaser to perform or comply with any covenant or agreement made by it in or pursuant to this Ageement, or (b) any liability of or claim nnairst Seller arising from any act or omission of Purchaser committed etch Closing. 14.4 WA fN1F'ICATION TQp13�KERl$ i KERACaE FIRM. Seller and Purchaser. respectively,hereby acknowledge that Broker/Brokerage firm, its officers. agents. no- brokers and employees have a right to rely upon and disclose to the other party any and all material facts,figures and related information disclosed by each of them,respectively.to Broker/Brokerage Finne Seller and Purchaser, respectively, waive any and all sights, claims or causes of action each has or may otherwise have against Broker/Brokerage Firm, its officers, ag,e ts. co-brokers and employees, for so relying upon and disclosing such facts, figures and information. Seller and Purchaser, respectively,agree to indemnify Broker/Brokerage Firm.its offi crs,agents; co-brokers and employees, from and against any acid all claims or muses of action, including damaga,costs, expenses and attorneys fees inclined by Broker/Brokerage Finn, its officers, agents, co-broke and employees,arising out of any acts or omissions of the ind.ermifying party. ASSET PURCHASE AGREEMENT Page 12 ei,'',,2"9'9 xn.OBLIGATIONS AT CLOSING Al Clo4ng,Seller and Purchaser x,2,1 �4� � ei3her natty may shall execute and deliver all such instruments and take all such other action. as IV...herein.part The reasonably request front time to time, in order to e:ftc:t the transac ial ro taken as ern. T e This obligation shall extend to any matters ari.L'4 r parties shall corrc-xrace with each other in connntettor with any steps respective obligations under this Agreement after Closing. 12.2 FUNDS. Purchaser shall deliver to Seiler all funds clue referenced in paragraph 2., hereof. ECORA . Seller shall have the right to retain its minute 113 �Q'V1PgtiY BQt, .c'�j�.----� books, stock boob, and other corporate records having exclusively to do with the or o� organization and operation. Originals, or ies and nature ffi Se�zdiscretion Campy shall be delivered records and books of account of every of Purchaser at Closing. by Purchaser and become the.property 12.4 f STS AND ' Nom- Each patty he.cto shall Oda its own c46ts and expenses incurred in connection with the negotiation, preparation, sod performance under this Agreement. and all meters incident thereto,atreptii:g as otherwise se_forth herein. 12.5 SASS_ �•FSlw Th . Purchaser hereby acknowledges and agrees to pay for any and all sales and use taxes payable to local or state,urisdictiotis that rn.ty' arise as a result cf the sale of the Assets described herein. 12.6 KEYS AND LLt7 K�,to �ange al'locks of the SepCompany at.and after Closing. er shad deliver all o Purchaser.Purchaser .shall have the right 12.7 p1C$5ONAL GUARANTY, Seller shall have the right to and after Closing. at its discretion, to be t'omoved and released from business relationships of the Gamansenal tees to vendors, trade creditors and utility companies regarding XIII.OBLIGATIONS AFTER CLOSING During ell times that Purchaser shall owe any amounts to Seller: 13.1 WURANCE C9"ERAGE. (a) Purchaser shall tuaintain all Assets in good condition and fully insured against general;rai liability.And additionally,Purcheaer shall carry insurance protection fur tire,theft, burglary and other hazards norrnalhy insured in the operation of tlic business of the Company. Seller shall be named is sa loss payee on all tuctl insurance polices. 13.2 PURCHASER'S QPERATINQ.S_TATlM ,NTS.Purchaser shall provide Seller with wpiea v:each g,nnual operating statement and balance sheet of the Company until such rime as the Purchaser shalt have paid in full all moneys owed to Seller,ender this Agreement.Such << /L?-n' ASSET PURCHASE.AGREEMENT Page 11 �IVtl 14L 11.as .-- 303 220 8181 SAtE 0R V� C ltr1 VV! UV, +� O OSlOiif 2009 'ILB 09:5 ti FAI i��Y�SZi rertpin mt pits,anA Propertf t1�4C 1pr Fee t-- n other vehvka,celularidephcmee — . 1,>.SEO Pr�Opot'tY Orlon, a:rw�s,olflos,cQ.1'.y n,or aTtiiseniel:) oornpleoa ot,sy 2e", +a, Note; For are awl e'1°'rorncta'�M+ G"Me or dc'Quotir.4>"°ee ' llentaio. columnar thr000n fi of Section e1'of Seaton 9,and%caa ns tar motor Qae?enq�gum 7 Y� 0 on:Sou IN ingtr r av5d2r>!-w Y/nt�ert ssacern A—D:,•raelalfor+end soar Inf ••rtvesimeM use GalltYs9d' Yoe_ do 2410 R-Yea.'w the.Dv You turva`v{tiartca ro',rtpuar•. irveafrne� Career {Ix a �1 �t'Flattery Cc>t n tcliIl p n 73 CraM A _ Typo t fro» pservi In p a •B s![rwr bars yep on ) u Oct v2htdes Str-t retrace, ltC I�ae1k1UC Ct rsQ trio tart y° Wiry Zana Propel,P 2S 7S ow!u i it Mull forir%tequeened('lcarUlt a POD LyB(sae I e_ll,len trnd used maw limn�''n a carted taUeitteea 28 Pn erry used Mather, in.a Ot,abFed`3uattwes«�__ Jr_ . 27 PrcoP used OA.to twain a•uatitlCd!Neiman d0o: Sit- I _— .Pr1LBr�reendant7e2!rPte'1. ., ., al ^, ee ,d�.r a rt.ri 0Qk:tm in,tires31)•,:e-aukth v�trio 7 t 29 Add dmoures t. cc rrn the 2a.enter here an" 70 secltae 9—tat mlatIon or lkra of MMus ,or rsrF�sd p2raon !t you via tp Complete lie excreta tor ve eo Lod by audio ereprIiter,Pier,or other-mete than Mc owner• r e wolf eia cwes5ors m Secion C to omit meet an tb1 ao corm MIS SectOn for Iwo%%We& vestment nee G-h'en (1) (b) V�shci®6 3q -Mel bum Vella,I Vahk�a 3 VaHd4 7 _ Vahwls 4 ve v, �-- o% dUrfi$th0 year(CIO trot Include --_._ -- 31 TOW earterulng Mies driven doting the Yee. r 32 Total brat personal(nOr conentlr4 ?riles even -... ....... ... .---- 3S Total tries driven AettnQ the year,Add _ _�-� tribe aP through 32 ---,— — 1 — — No Yes Na ye.., -- i No- 34 Was the vehicle avaliAbta for Aertonel uo2 Ymi too Y0L No Yes Dlo Yee dune,*Qtr-dun•/hours? 35 Wax,Val velicia mad primarev fly a more 1 . c than SIG owner or reined person?.... . .• 36 is another vehicle avalIssie for personal I J¢C4-- et:0'1C—Questions fur ampp Vehicles for ltee by 7 rf ibr p` Y� Answer them queatlorte io desettnbe ir you mei=in exoeptbf Gorffiadeg Socilort B for vehicles used by employees who are riot more-Inn b% stemma or rulTDO re(ilea It),. .__ �cluc'ing corn, try gave 37 Do you rrt�r-a,x M1 0ofey rtploreent prolibrs alI personal use of vehicles, a-l°y 7 nil i1J0 c1 veNdes except remmrr0,by your l+�d' a8 De you maintain a wrlaq poky siftmartt toad prttlitxb pew See The instructor*for vehicles 1rEed 17!COtMO=C>E Oftiacan,car5olorti,or'17.or more owners.._ 34 Do You Vega+ig We of vehicles by etnproyea3 as personal use -.. re than Ave vehtcke tO your employing,of t ir:di-51 cm torn your employees about the..ce of'the 40 no you Pmt Me vonleree,and retain 1212 irdormation reoe ved7 41 Do you mast 314 toeuurmAnta concerning 1ing q 1 Wiled 010M:rhe a dermnsttatio 1 Lisa?(See i3str iadons.) - -• Notes ► our a7s"ver to 97,3&,39,40, Cr 41 'S"Yea."do not co SIt.•e0 n 9✓ nets •rtre vtrtliol0l QtnatRfxsuott 1 (� ran ray p al-ortizslion 1++ Ar*rc{cryzabla cc* - bcitt�gee Meilen xxlptlan of 60� befall), i amount L sac&n AP A•norNzettJOn C etas teal-re durrrtg Your 20(x7 trot year i see loetructici L5l• 4 7 7 Sege Statement i as gas a® Att,ontrato►t of oast dtir began riven your 2 tax year 43 7 62 44__Toni MC arnourtts in calumo(f).See the,rsUvdons tor WnRt=IS=Oft ..., ,., Form 4u62 *DV)JVA 07 48022 'No.. aepyrA ....rli.;:l Wir10r/Yt'.OGT.. 90•V C LJ6COL6 °N X.V. a Nd HYPO Val 84E-20--in?? • ' V V,1.o ,,Uc' iLL L1.. �IJ p,(-.t�r - 08/09/2009 TLE 0857 FA.I 303 220 5191 SANBORN Afl Orat'!S 4 2347y.16+8-1645-1Y172rrForm4562 Depreciation and Amortization (tncluding information on Listed property) A h7 s7 aepy ert:fal,al'�a+urr ► $126 aeParsto n,eaw fi anOno. I►Attach ____ 1__ _____ r untem3i nave u Bery ee i .�— Bud ness�. r to which inn ie�form?dotes?dotesIde n Nome(u)*hew!an rationt�DUT1E 1 ALFRED ~ � CAR i in Property U er Section 179 Maori To 9x86 B� lop Fans/before you oompiatePert 1. L2 5, X10 0 • Note: "Ynu flawmyti'Dt^PK'1"'r°y°°n'P .... 1 =-- 1 Maximum amount.Pee the'n rrcllions for a higher'lenit for carom tw.stnes• ^ ory fumed in rarxvloo(loo Inravrfhorc; •••.''''•..... S 0 0,C 0 U ' 2 Tote nos:of srctiort 179 pr79 pmp 3 a Threshold lost o'sector,179 ProPa Y before redu[ton r 5n.rlsuLari o 4 ieductor mi limitellOn.Subtract!Ina 9 lmre inn 2.f'Zero or Iel&enbr—3- , 000 9 '�cller iltrdr4Dn for tax fear Subtract fine 4 from final.II zero or Iaa4,aa+'ar-{r, t married firing aepera7, 125 a sea irrstrucbo ns -(Dl Cost(buen.use only} (a)6saaad L oeeorlgelron+si PtoPw1Y "r , ? Y 7 IX0e1 propane,Enter tf10 amount from ine 29 ,,,, .. .......... ..•. f3 a Total alecTed cost of section 179 property.Add Iallounts 4 t odumn(C).Ines a anti 7 r 9 9 Tentative decke m,Eller tsar smaller of ins 7 or fine 0 , 9 _ �y 10 Carryover of d1aallv,wbd 4od,r h tom',lila 13 7f your awe Form 4502 10 i 125,6 V 11 Bualltma income liraiteCon.infer the..make of business mottle{real leas theh:rara)oC BnB b{sae insanrCtibns} i 1 12 3o^trcn 179 larper,sa doavdon•Add lines Fuld ao,but do mat arttzr reort th or.Ana 11 , 11 Ga77oYer of disallowed deduction to 2006,Add lkres 2 and 10,lana Ina 12.,. t► ;3 Hole:Do not use ll or P B1 below for-listed prrlr-,nstsad.use Pali v. r t��c3o 1e) Spacial D>aprl atio n Allowance and Other Depreciation(Do nor Include itstad p duty.) pee 14 Spent alloWorrco for quaFed New York Liberty or Guff oppQrtn`Iy Zvns propo'cot-m.7=laded FmpritY1 and CdtutOtic atomises ebony.peat Droper:y placed fn osrvioo during the Ix(year see instructions) 114 ----- 16 16 1S proper*./=Asset to section 180(f)1;eaie+'bor 16 19 Other d••reclatlon cncludi ACR ] rr..n•sr I. IIIIACRS Depreciation (Do not!nGv:r Asned PrvPa•ryJ(See'.;vir ctOtto.) ?' 5 Section A — t7 MAVIS deourzona for assets eased in service;n tat years:login-log before 1007 r 13 639 ,, w 1B "you Ste arming So group any asses placed In service during rtes hix vex into one or Wore general asset szeouraai,sleds here 1aBnn:�/slurinu Sootier.S—Assets Placed 1n SoMco Meng 2077 Tax Year Us, •the General I]aPrea )-(b)Month and I (c)Bast(Or debt, (d} F�eevrly (oj {f}Mc1}+ed (g)Oapeve ailen (a) LlaS51ic 4b*t of pIaprJ5�t yrat- . In f Oni°g, Ing erult'um wit., period ,Convertor' daducec'n Silt 3 eat•re.. ,. b 5-Ycac pf4pertY ., -_ e 16.4Y9Or•rro 9oper4r s '�;i — i►1 IN 31L -..T_------- II f ideutllal terbu I 27.5'Vt. -, wooer V,* MM S/1. I tiorvteidertflel1031 !! Yom• MM 25/l • Propal'ly I i — _ • MM sr,. _-- Seetieh C—Assets Piaoed In Servlee During 20(17 Td]t Year US110 hi;AtterntitYe Deprecation S^ —_ 1.0B sit 2da Cleve Ilfm �L'C 5 t al � i2 • 1x e •40 Yra L. A�rJ! -LVI_ e ,co- _ .�. SUIT[175 Intra'Ootlsi ----"" 21 wed property.Pillar amour t from lire 2t3 - tr1 22 Total.Add amount?Dem GnF 41, lin.,9 14 01r,Ugh.1i 111WA 1d;end!m In cairn?'{p},and fine 21•Eller ham 13,747 end or.ihs appropriate lines of your return.Partnerships end S carpera3one—ar,a IrsYpiJ r Z2 Z3 Fat esaefe shown above and placed In savior dut1l8 the aarert year,entarto = "- r..•�- porton of the bums aSrlibutable to acacia 28sA QostsF,xrsz 45.527} f-o4 paperwork Reduetlan Mt Net103,ace.paste Ina411aterle. . Jva to 45621 TalaZn cop Yn6:nZ Forms:aatwa•e Only;-are>ThY cad d al8t?££QLa" 'N XYI 1'i CIVIC hd 1:: 0 NO 60 •31-Nfr r . AND C0IPANT 06/09/2402 ICE 08:57 FAI 303 220 8191 SANB0RN Gm NVa.sacs-0'172 Depreciation and Amortization 2a07 .114562 (Including Infor7t bn on listed Property Ain , rt.t ROW th-enim y yy uenona. Ir "mach to your taut return. I idotYd(ytrsg number 5 v•rr ► 5as sepa< on als torn se e ��,�R,..,,w,;,,,,;Q �Pei:flocs a-actiat^�;a wtu' �S. Names}shaven on maim Ott SC ��L� L- fp -4613$1 CAROLINI3 a LOPEZ on 1 9 %.�-_M, Meal rfyt a 'expense 4Lt;e ptoerCertain Q roQarry Part- _ _- _ __- -- "' have acy l,:md properT,corplaia Pan V bebrg l°J o"r r y M . ti you — _— — -= - 1��rpb0 1 Maximum trivets.S[ the InottuotlDna for a higher 1m1CfOr dertifq Fusin etc..,.•..••• 1 a `need in ae:vS00(Woe Inaaruc'3ona) -� 5 0 0,()0 C 3 Total cost of cat5>cn .z3 property F before redltetlor,In{ertt{alon 0 3 le&L to In ift sardan 1^9 A� r9' Ante IL 2,______:---'----- 11-L---__- 0 q qed=Can In t:rnit2 nn 3 i6trart Irwin horn!no-. enter o r10r1(Cd Ming repars®e►1• 5 Ocher tttit:u'•on tae tic yumr.Sv0 rant ine 4 from ire 1,[i ter I 8 • 125,0 DO .. -•- )clotted cost see mstructic 1s Coat an.'40gonly) — s ts)D�ctlPQon of.0f0 7 Listed pervert?.hater Ms amount trrrn lima 22 I Tdoi Acted asst of suction 172 properw.Add rrnounte to column(r.•:,finite s and 7 ...._•----•- a 9 Ted 'ct1crt, Enter the stealer c!nna 5 or Eno a to 10 c.dfry'ovcr of owed declucicn tnm line,u 01 your VVVQO Form4ee2 11 125 000 �tC1 V15 ettvOW of buameuia Income(not?)56 matt MO)yrina a(am is '*r) 11 1 i Bwtnesa hear*rot e a netalTlost bit do riot enter more than&es 11 1x ever deduction.Add!4n®0 8 Geld 10. la Ltaryowt of disallowed dad ucton In MOB.Ada tinge 9 and 10 lean Ina 12.,- ► t3 KA*: Ca not:tea Pmt II or Part III bellow for Listed OroPacty. Instead,use Pert V. inatNadfonc` — edal 11 &lotion Aflowancie and other oa d listed . (Seey or Sul Opperninity Zone pr�verty(at er Ilan listed proper 1a Spacial :lode biomass for °theewellfle4 OM Yooe Lrre;tlaced 'urge duflna 1.'a tsar year Sees ins'ruc4als) , 14 Idf14 wilt:lode hiatftncsv edferc!plar't at'opory G . - - 17. Prcpeysubject le Coelho n199(1)0id AI.. !6 1d Ocher depreciation ACRD gigaFi{pCRS ReptOciation Mo not include tsted prnp'ty)(See irt517tOtons.) Section A t Yl 17 A1AG9S ded,�fora for n99aats ptL ad In>arvfce it tax years begin tirt pyre 2007 . ....- .. -.. y. . .w'. . • a 18 l you awe eiectino ea grope any emote paced!n twatVke during Ina tali year into one or trove >n^:'-= '(�.M Y±.a..-=`°r.. general sei 5ccetinn,check t are....: ,,.,. • tiara the General Depredator Mecca — Session I,—Adaets ptaaod in Survive Paling 2.a0r Tax Veer_ a 0oJ MorttYt d (c)Eaaieta1lope. (d)Recovmrp r (a) fiJ Method suction n (a)�rl59T.chl;on of property year n Ibvyieanrmv►aer.aat,sa V ovtioa conver3on — 200 Jj3 2 4 �H -- �'�_ 19a 3-ya5r pram o•ty _ _.. b 5- aw tV a 7•-yeer property -- — d 19- aer proper'-% .--* e 1 a t 20-%eel'pwnerlySit h Residence) 2/. T*. Mbt S/L _Pr7oPeTtY � - a%.�Not, MM_ s/f, .. I No'�eloacntial real _� - 39 yrs. --- _-- MM SJL - prapar'aI ; - seetlon G--Awes Mooed In Service Dwain 2007 Tax Year Using the Atterrattve Deptiolatton Syetern 977n, ,.�5— 20a Class Efe See Sta I 5Jt '-r • 12}Ts S?L r— — o 40-• Oar ---_i 40 . i1AC,A c o-yaer -- J- Walt $.trnma(y Sae fnematorT) __ 1 21 — 2a Ust:4 Drop i.Late arruunt torn Pm D, .:., - ` am 'fetus Add Mounts from o lace 12,ineie 14 d�csu91' 17,:has 12 and 20 In edible i{,,g,;,and$ N.Einar htrar 10, 042 and on tha apt rupnela IS}u of your reltm:Partnerslalps and S crrpo:socna—eon inert clip% I 22 I for wwirsIti annwn shove and planed in service owing 3'i cumin:Aar,a ear the 1 porton a11hD bcaa at titxrtabio:to sectian zaaA Goals.. ZS For Felservoork Reduction Ad Notice,sea aepar aua tetstrtwcffoen P nn 45 (tto:7) NA t7 45421 rw,2'925 Copyfgn:;:aY!el3:7- e'eDrily.'-no?Tar ppil 'd 618t0C 'a '°N Xd. RE VC ITID rid lG!70 N0A'..60?-KI-N�� . V V 41. r..V 1. ♦...I i t 08109/2009 TC'E 0S«5? FAL 303 220 8191 SAVF0RY AND COer6ris P 2 1 L0PEZ $ .2750sonadY G n10402007 CO*of Goods sold aw insructiors other(Man oeplartaton? 93 Mrrod s used to !J 0 Lower e'nog or value there Invatta7 coot attitcr,ooe or valuations b IA opening and casing inventory? {�} rg1 po china in detertY*tr+6 4t _....... .. LJ Yes t� ?w Yoh D there any ... ... .............. •. 't.' q'YBL"imishs on ......... 35 I nve lUlY et s nning al?oar,If diM Tort ttom Iac wars closing inventory,men tacraJJOose �1-3:1-----------.7 � ' 62,108 .. ms Purchases oval et Kerns vAlSePrown for personal uee.. .. b7 37 Cost of MCee.to not include:any amounts prod to yp�' ... ..,........................... :lb t 4 Mada MO SuppI ye Ma:rte- 10 62 108 a9 4t7 Add Ina 98 tlVou9A 52 � a,aoo 4i Invettmry at anti al year -- . � 5g 908 A2 Oaat al.-.• whl.Ov rnol line 41 iron rune 40.Eraer thereadt here and on u are dZt�Is 4 ng car or truck Q4 Jf t on late 9 and Ildarrr aHan on Your Vehicle.come as Vs p ordy � era not u?lod to fire Form 4562,for this business.See the Interisland for 1M lie le aid out if a must ills Form 4562 venicia in service far busntets purposed(mon%day,year)7 10a 6—2 9...",3 007 . 43 wlttoa red you place Y� 44 Or lazuli number of roles you drove your vehlda during=7,enter the number el mike you wed your vehicle tor. nstrt�cAors) a Ochs a Were= .5,2 0 0 b Corranudng t t — ---�-- 48 00 You*your mow*have another vides ae►allabta fa personal use 0 Yis 0 N° aYtg ®No 46 Woe your vends avaihsble for pommel use during off-Zity hours? • . You Q Ho On you nevi evidonw to support your deducbor�7 ., Yes �Rb b n"Y e.1? Other 011305. Usl b IpNN b now mere not nciuded on(ies 9.26 or Me 50. I C` 11945 IANTr ACCT FEES 102 BANK FEES CA$H SHORT - 5 aa a 052 F�mer hers and on eve 1 Ina 47 40 Total other p�errea a Schedule C(Form 1040)2407 X* 07 Ca 'iWPWe OmnlamFarosPcflwen0W-2007ru t n �1 y� y� I ytr y C n 'al-) is el9LOS CLv IN Xt.J Mil �d 1�'(� �YC y��f-y�'N111., i VV 08/09/2909 TUE 08:56 FAX. 303 220 8191 9 0RN AND err. vt OMB No.Ysa6-a7ra SCHEDULE C Profit or Limos Loss Fromm Business No p7 (Form 1040) ► Partrter'MPa.Iola ventures,etc.,nest ele Form WS sir tors-S. PlInt'rrent e No,09 a�ynr..re'.t int.:�� ► much to Rata 1Dad,molls%of 1001, 5m Innbuadon.fm Seller tda 0 ream Samba°BCYtdy nY1r1faBf(551'1) Name of Woedaar CAROLINE 5 LOPEZA a EnmroodetrominsmuTionsY Principal harrow re protrron,Mang produce or Omen(maths uuvmon 22110 Pull-Service reStAUSantS p 2110ar tP tT*{FaPt1,Na^y G Ptdnaaa rnnw If nn seance a burners nOma,MOW bionic. EMeEL VAQUERO RESTAURANTA. E !Menet WitteSndM SAO or room no.) *433222 • taCO BO5D4 City,town or et office."tat,and ZIP code Aon (3) Char(O504► F Acdourt9n9 method: (1) CAoh �) vcy No a Old you"rodent*y parkipede"in The operenan urine business during 20014 If"Na, ass In°Widonsfor teen on ban ► H 1 you waned or u!d • der* 207,aleck horn Inoomo to on Porm W•-et and IIw I Grass IeoaAnla or vies.Condos If this intone WO mated you Y (—} 1 181,492 "Statutory anpby0e Self on that%reel wan eltaSied,ass tlatru0tant and check hero L) Q 2 Rotuma and Sewra noes - - 6 81,492 a SUbtaet lino 2ira Ins 1 a 59,908 4 ow at goods gold glumMe42an page 2) a 51,508 6 rroerincot$atadin0flea torn Ins e S Other income o alud i federal end state gasoline ortual ax trod or refund(sec inelvoVony ....... 7 131 504 7 Gross looms Add Ines 5 and a..,. ir Down, Ender etas far budnaaa use of year barn only on One ao. tai 9 01 6 AdveNsinR a 4 750 11 Woo expense 4 car and nth expenses to Peneidn a psoOF9hadt9 pion 16 (at.SirucAera) 9 2, 522 20 Rona or Mao(asa intone]: Wir- 16 Cenatbaiene and leas 10 a witleea,"eelnrw,sod aaAaee't 202 13 Q59 I1 Comm labor Dee lnstrudiont) 11 5 b Other business Property- .... ' 6,689 12 Dopladon 12 21 Septa and mainornanae . ... 21 13 Capredator•end saedont73 22 &Jpones pet loatrela ran 114.- 2.1___________.,22.112.1._11,3136 '� 23 Taws and llcensas �9;a included ind Pucucn(not O Trite*mode,and entertainment P!?ie included in Part IIt)(see 10, 042 a trsral 24; . Uauhpeorti) IS b Deductible mean and 14 prdnrEmpl Ilyee ion inn 1t9rartw erdertermant(wee MI MI 206 (nsurane onrIlan 1425 MEM, 4 �.�I: • 15 Swenoe{o0hor9anheattN„ is , 4,dE6 2e � Meraepannattvraf„ 2 ,150 1° Mar a° 27 otherexperate(tarn Inns 48 on a Maras (paid m bans,eta) 160 p 2 052 S Othty ,,,,,.,,�..., te6 page 2) 17 Legal andprote°eiond o Total Ammons before tl¢Maee ter Luelms gag of home Add Inca -. ,-..•.. esathrought7ineeAenna / 21 14 ,407 -23,823 29 Tenlatt•e peas(tae"}.Subtract Ins 26 from lbta 7 30 au &po flash kes for business use of your home. ashForm 00x0 81 Nat prone or Pose),Subtract One 30 tom fine 29. • a a Pita enter on both Form 1000,Met;and Schedule 9p,IMa 2,or on Pone 1040Nt1, -23,623 Itte 13(K6wory ornrroyca s o Inotuodenhaj.Etta=and nab;enter on Font 1041,line 3. J 31 • k doss,you must glen Una S2. 32 it you ban a Iota,muck 11*bOk tie 4eaaehc30 your*vestment In this eadvby One inanrotlona). Investment flit*. hlsk • If you chedtad 320,ens lose on bans Form WI,fine 12,end Sahedtlle 9h61,or 020 some AI atff Is lot on Form 1640NR.Ape 13(SlymnpiOYDee,000 Inotllatene}.Eat n,and seam,steer on #me roan 1O41,Itte 3. risIC • I1 you checked 32b,you must*flab Fann s-St Tour loan may en amend. 5cheetda C bF•tIn to4o)2067 For Pip*11OI$t RadUatt°n Aft Notfoo,on Far IOW Instructions. NA 07 C1 tw!zoos CaprialrFon„e(44mon OnM'407 r 00 'd 6(6L0680L8 '°"+ XI: al MEM Yid 0040 on 6C]z BO Nb1P :- L. Exhibit I advertising assumed None 4 Exhibit G Customer accounts None Prepaid accounts exhibit F $2700.00 rent &any adjustments on utilities which are paid to Longs Peak equipment r ,K 4,0 TERMS & CONDITIONS ACKNOWLEDGEMENT Merchant and each Guarantor by signing below acknowledges to nave received and read the following documentation as pan of an application for Merchant Processing and related services. Merchant Application&Agreement F • Merchant Processing Terms&Conditions 1. obligations of each parry and that Member Bank Disclosure:The responsibilities listed below do net Supersede terms of the Merchant Application&Agreement Merchant Terms &Conducts d are provided to sate uulsure Mmate authority should theerchant understands the rM ant experience problems. i the MasterCard®Mast and Visa®,Member(Keyt3a ) 1. ii 11 y1em.Pr Acquirer Bank fAcauirer) Infm'fn:dfon: . Nam®: Key Bank.N.A. Acquirer Address; i 127 Public Square r . I Mail Code 0308 Cleveland,OH 44114 - - 1: Attn:Jeffery Dom' ( . acquirer Phone: 21$889.3660 ' important Memb'er:Bank(Acquirer).Responsibilities: li1. KeyGadk-isle only entity approved to'extend acceptance of MasterCard®arid Visa®products directly to a Merchant. •.. 2. Key6`snk mustbe a pilia-1 I(signer)to the Merchant Agreement f�gu lations nth winch 3..Keytiliti res'gonsibte.tor educating Mentants on pertinent MasterCard®end Musa®Operating. 5 herd s muse rbable. s 4. KeySank;Isresponsible for and must provide settlement funds to the Merchant. 5. KeyEank iSrespgnstle for all funds held in reserve that are derived.from saetnem. LegalBusiriess Name: - ., j \r i' ...k • 104, ,c...k- 1 i. •Address: 1.a '.t-. i-" Ilw% --i c a `City,State,Zip_ 1.,r.,,^1. yam+ �_ c 'l.�i ` [: i. phone: I 9:70 - f2' s O 3 j Imp0[tant Merchant ReeponslBtgHes: t . nt.. Ensu reconrpliactce with cardholder data security and storage requirements. (ea) ' I 2. Maint(ittirfraud and chargebacks below acceptable thresholds. 3. Review understffind the terms of the Merchant Agreement. ' 4. ComplywFth Ma5tR.r0iir ip and Visa®Operating Regulations: - k•,,, NO CKA)gQESOR Mo iPicAnoks-oF Th elitaiektisT PRGCE5SWG7E9MS&eimornONffi'Sh ALL BE ENFORCEABLE UNLESS litvyntTiNG AND SIGNED St BASK, MERCHANT AND EACH GUARANTOR MUST SIGN BELOW AND YOU.MUSTiBECAIN A COPY 00-ME MERCHANT PiOCESSINGTERMS&CONDITIONS FOR YOUR RECORDS. EXCEF FFOR THIS SIGNATURE PAGE. • THIS SIGNED steNATURE PAGE MUST BE INCLUDED WITI MERCHANT APPLICATION.PLEASE READ CAREFULLY. it h X s 17 (X normau�FanoN-r.GNA+va�.'— _.._ :z s'noM APMCATI0N 4O {FUNr NAME ; /7/GS _ St. DATu ti: mrr Cu rstomer Service. S If you have any questions. please contact Customer Service at 1-800-789.8897. IPage 5 WNte:*es airy Venn«:Merchant ItAy Summlt App Rev.02.01.08 v2,1: ). 6 .r' Vv..v.re., is MVO ..,,V 1L• ., • .' •- NON-CANCELLABLE LEASE L> � OFF='A 5' ❑ccar•0aAnON RV CAGE 1]1pTANtE.0 moo L .A.'. v.r VN axon ar ors aW� apapErppHi ---- 1 il n..1”."..�s '�KA�a1nMM�r1 sax v suoR t)►fapt.Tf.a�`�'t'Q!b Nrr6aaL• . .. hvL J�VR�•rtt9 ..c.c.w m or atiid ntissFr, i a.• - - • =VIM �' ,�i f 1 w.F 'CIT. �--3P- 1 cm i ,. ;0 �p�1r wr echleEa •\ -2.A:-I- . whiny` 3 I N6 i I MISS!'MOM . . r x .. I 1 ! ,law waists Lntaeoat CE aeurwaar-cl,,AWs.Wok as i'le.,Daf a am«.ra Snit aae» , _---— •. . PAY11dL AT SIGNING Oft T! tfASl r :.' ... • SCIi@DU4fi OF LEASE Pl►YLiE TTa p; T lW LAST MONTNI-Y BAYI�Q�tT S • pAY1A i 9._ ,Phu gyp:Wile b tax a'an 7 Y PAY►i nir.f S '6ASfi MC'A�iTHtY'�ErA5� �F1`ftS '�ON�IKL . *gip pjdton,YYBiier lee. Ss ON mo111kA�ant of pi t if aOPky� gligT MO IY PAYMENT r y� f "noinatiaa•tFJ Salon�91�4 p3u 1 eat vas 4�sstOCid»liars Tend \ ^'� }.'... RN }. 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AIPJOTt5:OAiMOED OR LOST of You NO LO$G .'ASE NEED On MMNT TtiE EQarl1Ef7oR•10.1 NEtI)WtrY UIflie41'TO US 1Pr At PROolO,FD it seOftart,aQO• mamas al ri=0.6,___riots!Wire T4131 1!)arr Waco;we' INIS,flop I s d q."7"1.1. wAMC ANY Rif rr9 wFtlC.l 1 U C'ALLOW X,`� PDie it roc K••d srsAw�;it'"'MINIS mu'"".44Z4 ixteta ut n aatlar 'YOU TO CAtJ.OA $n ARY E 4EAS : you OR A NC6 Or TxsEdJ$F. • fir'. 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'b'..ndwron-r L'fer try>vV'+b`t rrerer'edm r a tN.lanar.al f#ic. • . .Ire!iai.arm .n•rr. c+acu.a M.o. -S LiJa�C7G7'1 PAGE 1 0F2 ti r ---- --LV >QYrTry�►T , Ni" I FOR.0RE TOR INVOICE QUESTIONS: 1-877-866-4738 �l _i 110 caoEp oA coNTACT$Al£s REP.CAI L iAB. WVCICE tA7 9106413 CI . 1-800-275-8914 -,pott.;_a:[ ;1.1N::;0.'e ! 1 AN SERVICES . I 5 9 • I ra !Val."la sp.- AL.wr TO 106 0088 3Naa i 51 a P .O. BOX 100512 PASADENA .CA 91 i69 0512 notidriv-k;...r_n �t:-.:0.::-t': r- 4.":;:. }NIA I TON SCOTT 40-055 -- EL VAQUERO 4322 STATE HIGHWAY 66 L0NGM0NT CO 80504-9633 I," PAYABLE UPON RECEIPT . . I.:c 14Pct 'moat--- — 1' MACHINE RENTAL FEE 130.9500 130.95 FROM 05-05-20.09 THRU. 06-01-2009 DISHMACHINE NES145306 LOAD CHARGE CALCULATION ACTUAL READING: 23 DAYS 04-29-2603 READING 26704 j04-06-2009 READING 25870 ' TOTAL LOAD USAGE 834 FREE LOAD CREDIT 9m) NET LOADS * NO EXCESS LOAD CHARGES * • , I I I. I k.` anti!Nc MAN $F jiteoCT TO A REMIOXIVe Ca _ �":"-"1t1 to 11�' ^\apE? , A2. ftWiNW9.Relati, ,Atte.-1, - - INVOKE TOM'q]TAA rrt�'.'�JVL p.MS 9��,h 3♦•C?�v � � � .. .•1 I - ' 1 132..42 1 10..63 1 , r ' . 143.05 .•.c C.r-, F°A G.l«. '� Try,„Crd::1EC'.n"T TH18,agovriT Pi..1):n 1 1 1 I i• , •:1:NAY 6E K.,:v r e 10�;,.17-.. . k•lµ •,..,•;e;.rr tt;;.. y :•Bid1;.';.T9. .,"S:1C11 V.V.64•:. '.y.19.•'A:: / e t•' ;,.-A- P.-: - ,-•1. • r:; ,r.V.Y3:AT:,i ECPPJ; l I I 1 v.:4 _X�. _ _ •, ^r 1. -,—"Ni. . :.! _4's ;.3%�F�:$ 'r::E�oifiiN.7taTnE(4'^V2�?'i":}: :`I•' V�d:-:�{'_:'d:he?kLf .�a;,etir''. �(r�,t;'�i."A�%°Q`�S[$51JF �'�..::,:�.YS:-:_ t .,.;IN i �t}: ..4,0.1,r• " E'f,�hc..Ac'1.I?,A'; S'u({iiPlfA.'c:=S-...'.1 :,:;'/"..:.,3‘.'::1,a:P,K.i OA_, ii% A" V'"! 'h:::Fc,:r'-,rnn I,4(f. N,L.iF AV; cnR 1 V Leases Exhibit E Attached Ecolab Pos Exhibit C Real property Lease None ft aVV4 �n Va 1lL 111V a.v vvv �� eFrc_hatU Exhaust Flood Grease trap l t, 1 vu vim" rl !V . .. as.av .__- .._ _ --. 1) Scottsman ice Machine Serial# 527275-0R4 7-1-07 1) 2 Door TRUE Freezer #1-3096109 7-1-07 1) 2 Door TRUE Refrigerator#1-4183260 7-1-07 1) BlueAir 2 Door Ref/Freez #LTR-2-H04-0027 8-30-07 1) BlueAir 1 Door Freezer # LTF-1-H04-0007 8-30-07 1) TRUE Freezer 1 Door S#1-3399180 7-1-09 1-Gibson Chest Freezer Commercial 1-06 1) 5' Hattco Heat Lamp 7-1-07 1) True 6' Beer Case s#11279765 7-1-09 1) Double Glass Door Cooler TRUE 7-1-09 1) Deifield 1 Door Refrig, 7-1-07 10 True Refrig #7-2963660 7-1-07 1) True 1 door Refrig MO#T-19 7-7-07 1) Nu-Vu Food Warmer s#130-223 XP18 7-1-07 1) Sentry Safe 7-14-07 1) Sandwich Prep Refrig. 4' MO#TSSU-60-24M 8-30-07 1) Anets Fryer mo#14NVFS ( 2 rack) 7-1-07 1) DSC Grill 6' Stove 6 Bumerw/Dbl Oven 7-1-07 (old) 1) 24" Grill w/Stand Charglo #0001RB0073 7-1-07 1)UniworldUPM-20 20 Ot Mixer w/Stand &Attachments 8-30-07 1) Robot MO#SEM60 warmer 7-01-07 1) 4 compartment steamtable 7-1-01 1) Small ice chest stand MO#2323D1 7-1-07 2) 4' SS prepp tables 8-30-07 1) 6' Table wiCutting boards 9-30-07 1) 4' Poly prep table 9-30-07 1)5' SS prep tabletable 7-1-01 4) ss Rollaway table 9-30-07 1) Nemco food Slicer mo#N55500-2 9-30-0/ 1) Nemco food Chopper new 1) 3 compartment SS Sink 7-01-07 8) metal racks 7-1-07 22) Large tables (seats 4) 7-1-01 100) Stackable Chairs (Metal) 7-1-09 7) Small tables (seats 2) 7-1-07 7) Wood & Iron Booths 5-1-08 2) Lucks storage boxes 8-30-07 2) 32" Color TV 7-1-07 1) Cash Register 8-30-07 1) Speaker sys 7-01-07 4) Wood High Chairs 7-1-07 2) SunBeam 4 slice toasters 8-1-08 1) approx 10" Hood system (leasehold improvement) Misc Kltchhen utensils, pots,pans,dishes, glassware,smalt appliances, mopbuckets, pails & decor ALL ITEMS 7-1-07 Purchased as part of original restaurant purchase. J PROMISSORY NOTE $22,500.00 Denver, CO June 30, 2009 FOR VALUE RECEIVED, the undersigned La Fiesta Mexican Grill Inc. (hereinafter "Maker")promises to pay to the order of Alfred Lopez and Caroline S. Lopez (hereinafter "Holder"), or order, the principal sum of Twenty-Two Thousand Five Hundred Dollars ($22,500.00), in lawful money of the United States, plus interest at the rate of eight percent (8%) per annum, for a term of thirty(30) months commencing on the date hereof, on the following terms and conditions: 1. " Principal and Interest. Principal and interest shall be payable on the 1st of each month in equal monthly payments of$829.99, commencing on August 1, 2009 and continuing until paid in full with the last payment due on or before January 1, 2012. 2. Place of Payment. Principal and interest on this Note shall be payable at 51 a 77250 Hilburn Road, Bldg. 1 -Unit 0 Pensacola, FL 32504-6230 or at such other place zin✓i as the Holder of this Note may designate in writing: 3. Late Charge. Maker shall pay to Holder a late charge of five percent (5%) of any payment not received by Holder within ten(10) days after the payment is due. 4. Application of Payments. Each payment received regarding this Note shall be applied first to the payment of late charges, if any; second to the payment of accrued default interest; third to the payment of accrued interest; and the balance to the reduction of principal, as applicable. 5. Prepayment. Advance payments or other additional payments may be made on this Note at any time without notice or penalty. Such prepayments shall be applied to reduce the amounts of the principal balance next due and owing. Any such payment shall not postpone any succeeding monthly installment due hereunder. 6. Default and Acceleration. If any payment required by this Note is not paid within ten (10) days after the payment is due, or if there is a breach in any other provision of the Security Agreement referenced in paragraph 9, hereof, this Note shall be in default. Upon default, the entire principal amount outstanding and accrued interest thereon may be accelerated, at the option of the Holder and, upon acceleration, shall at once become due and payable. To exercise this option, Holder shall give Maker a Notice of Default and Acceleration specifying the amount of the nonpayment and/or the nature of the non- monetary default, and the date for payment of such nonpayment which date shall not be less than ten (10) days for a monetary default, and/or thirty (30) days for cure of non- monetary default, from the date such Notice is mailed or otherwise delivered to Maker. Maker may reinstate the terms of this Note, as such was immediately before the Notice, by timely payment of the amount of nonpayment and/or timely cure of the non-monetary default as specified in the Notice of Default and Acceleration. Unless so reinstated, the indebtedness shall bear interest at the increased rate of eight percent (8%) per annum from the date of the default. Holder shall be entitled to collect all reasonable costs and expenses of collection and/or suit, including, but not limited to, reasonable attorney fees. 7. Waiver of Demand, Presentment, Protest and Notice. Subject to paragraph 6,hereof, Maker hereby waives demand, presentment, protest, notice of protest and notice of nonpayment or notice of dishonor of this Note. 8. Right of Setoff. If, and in the event, after date hereof, Maker receives written notice of a claim sought against Holder for any debt of Holder, incurred in conjunction with the ownership and operation of El Vaquero Restaurant, prior to date hereof, or Maker asserts a claim against Holder for breach of warranty or another term of the Asset Purchase Agreement, dated June 8, 2009, Maker shall promptly provide Holder with written notification of such claim. Holder shall have a period of ten(10) days to assume, discharge, or undertake in good faith the assumption or discharge, including the commencement of an appropriate action to dispute the validity of, such claim. In the event Holder fails to so assume, discharge, undertake or dispute the validity of the claim within the referenced time period, Maker may elect to satisfy the obligation giving rise to such claim. In the event Maker elects to so satisfy such:a claim, Maker shall have the right to receive a credit, in the amount paid to satisfy said claim, which credit, at Maker's option, shall be applied either to the unpaid principal amount or to the next installment due. 9. Security. The indebtedness evidenced by this Note is secured by a Security Agreement of even date herewith. Said Security Agreement grants rights to the following described property: • Assets referenced in the Security Agreement covering the business known as El Vaquero Restaurant located at 4322 Highway 66, Longmont, CO 80504. • Pledge of Stock of La Fiesta Mexican Grill, Inc. 10. Restriction on Transfer. The assets of the business referenced above, or any interest therein,may not be sold or transferred by Maker, outside the ordinary course of business, without Holder's prior written approval of a subsequent purchaser, which consent shall be subject to Holder's sole discretion. If approved,the subsequent purchaser shall have the right to assume this Note in writing; the Security Agreement securing this Note shall not be in default; and this Note shall not be in default. In such event, however, Maker shall continue to be liable on this Note and any guarantees of this Note shall continue to be in effect. This provision shall also apply to any subsequent sale of said business until this Note is paid in full. 11. No Waiver. (a) Failure to accelerate the indebtedness evidenced hereby by reason of a Default hereunder, acceptance of a past due installment, or consents granted from time to time shall not be construed: (i) as a novation of this Note or as a waiver of such right of acceleration or the right of Holder thereafter to insist upon strict compliance with the terms of this Note; and (ii) to.prevent the exercise,of such right of acceleration or any other right granted hereunder by the laws of the State of Colorado. (b) No extension of the time for the payment of this Note, nor any amendment or modification of any term or provision of this Note, nor the release or discharge of any security or collateral given to secure this Note, nor the release or discharge of any obligor, guarantor, or surety hereof, shall operate to release, discharge, modify, change or affect the obligations of the Maker herein, or of any guarantor hereto or of any person assuming this Note, either in whole or in part, unless Holder agrees otherwise in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. 12.Joint and Several Obligation. This Note shall be the joint and several obligation of Maker and all other makers, sureties, guarantors, and endorsers, and their successors and assigns. 13. Governing Law. This Note shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws and decisions of the State of Colorado. 14. Status of Note. It is hereby acknowledged that this Note is being utilized solely for commercial purposes and not for personal, family, or household purposes. 15. Notice. Any notice required to be given hereunder shall be deemed to have been given on the fifth(5th) day following the date on which such notice is deposited in the United States mail, certified mail, return receipt requested, postage prepaid, addressed as follows: If to Maker: La Fiesta Mexican Grill Inc. 4322 Highway 66 Longmont, CO 80504 If to Holder: Alfred Lopez and Caroline S. Lopez 77250 Hilburn Road, Bldg. 1 - Unit$'e. Pensacola, FL 32504-6230 or to such other address as may be designated by the parties from time to time. 16. Gender. Words in this Note in one gender shall be deemed to include other genders, and the singular shall be deemed to include the plural and the plural,the singular, where appropriate. 17. Time. Time is of the essence regarding this Note. MAKER: La Fiesta Mexican Grill Inc. By: Miguel A. Ruiz, Pre __ PERSONAL GUARANTY [Promissory Note] WHEREAS, a certain Promissory Note ("Note"), in an amount of$22,500.00, of even date herewith has been executed by and between La Fiesta Mexican Grill Inc. ("Maker"), and Alfred Lopez and Caroline S. Lopez ("Holder"); WHEREAS, Holder under the Note requires as a condition to acceptance of the Note that Miguel A. Ruiz("Guarantor") guarantee the full performance of the obligations of Maker under the Note; and 0 WHEREAS,the Guarantor is desirous that Holder accept the Note; NOW THEREFORE,IN CONSIDERATION of the acceptance of the Note y Holder,Guarantor hereby agrees and undertakes as follows: 1. Guarantor hereby unconditionally guarantees the payment of all amounts due under the Note and the full performance of each and all of the terms, covenants, and conditions of the Note, and any related security document. 2. This Guaranty shall continue in favor of Holder notwithstanding any extension, modification or alteration of the Note and notwithstanding any subsequent assignment of the Note. No extension, modification, alteration or assignment of the Note shall in any manner release or discharge Guarantor. 3. This Guaranty will continue unchanged by any bankruptcy, reorganization or insolvency of Maker or any successor or assignee thereof, or by any disaffirmance or abandonment by a trustee of Holder. 4. Holder may,without notice to Guarantor, assign the Note and no assignment or transfer of the Note shall operate to extinguish or diminish the liability of Guarantor hereunder. 5. The liability of Guarantor hereunder shall be primary and in any right of action which shall accrue to Holder under the Note, Holder may, at his option, proceed against Guarantor without having commenced any action or having obtained any judgment against Maker. 6. Guarantor shall be obligated to pay Holder's reasonable attorneys' fees and all costs and other expenses incurred in any collection or attempted collection or in any negotiations relative to the obligations hereby guaranteed or in enforcing this Guaranty against Guarantor. 7. Guarantor hereby waives notice of any demand by the Holder, as well as any notice of default in the monthly installment payments or any other amounts contained or reserved in the Note, or the performance of the terms, covenants and conditions to be kept thereunder. 8. The terms and provisions of the Guaranty shall be binding upon and inure to the benefit of the respective successors and assigns of the parties herein named and the obligation hereunder shall be binding upon the estate of Guarantor. 9. This Guaranty shall be governed by and construed in accordance with the laws of the State of Colorado, and any suit shall be in the District Court, County of Weld, State of Colorado. IN WITNESS WHEREOF the undersigned has caused this Agreement to be executed June 30, 2009. GUARANTOR: 4, c, Miguel A. Ruiz _AA.,01% Miguel A Ruiz 623 Alpine St. Longmont, CO 80501 (303)667-9553. June 24, 2009 To Whom It May Concern: I, Miguel A. Ruiz, write this letter to ask you for a temporary liquor license permit. 1 apply for a liquor license for La Fiesta Mexican Grill Inc. located at 4322 Highway 66 Longmont, Colorado 80504 on June 23, 2009 and is in process. Thank you for your attention to this matter If you have any questions or if you need further information,do not hesitate to call me at(303) 667-9553. Sincerely, Migue .. Ruiz a MEMORANDUM TO: JENNY VANEGDOM,CTB IFROM: DAN JOSEPH ENVIRONMENTAL HEALTH C� SUBJECT: LIQUOR LICENSE SERVICE INQUIRY COLORADO DATE: JULY 31, 2009 CC: CINDY SALAZAR; SARA EVANS In response to your request, Environmental Health Services attempted to review the Retail Food Service Establishment file for La Fiesta Mexican Grill, located at 4322 Highway 66, in Longmont, Colorado. However, it was determined that La Fiesta Mexican Grill has not applied for or obtained a Retail Food Establishment License from this Department. The Department has issued a Notification of Violation for Failure to Obtain a Retail Food Establishment License in order to bring the facility into compliance with Colorado Retail Food Establishment Rules and Regulations. The Department recommends denial of a permanent liquor license until such time that the facility obtains a Retail Food Establishment License. Should you have any questions regarding this matter, please contact me via e-mail at diosephco.weld.co.us or by phone at 970-304-6415 extension 2206. Thank you. Dan Joseph Environmental Specialist III a DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT rs 1555 Y 17TH AVE GREELEY, CO 80631631 WEBSITE: www.co.weld.co.us ADMINISTRATION (970) 304-6410 FAX (970) 304-6412 O PUBLIC HEALTH EDUCATION AND NURSING (970) 304-6420 FAX (970) 304-6416 ENVIRONMENTAL HEALTH SERVICES (970) 304-6415 COLORADO FAX (970) 304-6411 July 31,2009 Certified Letter: 7007 2680 0002 6015 8318 La Fiesta Mexican Grill Inc. Attn: Miguel Ruiz 4322 Highway 66 Longmont,Colorado 80542 RE: La Fiesta Mexican Grill,4322 Highway 66,Longmont, Colorado NOTIFICATION OF VIOLATION FAILURE TO OBTAIN A RETAIL FOOD SERVICE ESTABLISHMENT LICENSE Dear Mr. Ruiz: On July 28,2009,the Weld County Department of Public Health and Environment,received information that on July 1,2009, La Fiesta Mexican Grill Inc. opened a Retail Food Establishment(formerly El Vaquero)at 4322 Highway 66, located in Longmont, Colorado.The Department has determined that as of July 31,2009,you have not obtained or applied for a Retail Food Establishment License. Therefore,pursuant to sections 25-4-1610(1)(b)and 25-4-1601O),Colorado Revised Statutes,you are hereby ordered to obtain a Retail Food Establishment License as soon as possible but no later than 5 days from receipt of this letter, so as to comply with the provisions of 25-4-1610(1)(6)and 25-4-1601(1). Failure to comply with the provisions of this Notification of Violation Failure to Obtain a Retail Food Establishment License will subject you to a civil penalty which may be assessed by the Department. The amount of the civil penalty is not less than two hundred and fifty dollars($250)and not more than one thousand dollars($1,000). If we may assist you in any way in complying with this Notification of Violation Failure to Obtain a Retail Food Establishment License, or if there is additional information you feel we need to be aware of,please do not hesitate to contact Dan Joseph at (970)304-6415 extension 2206. Sincerely, Dan Joseph Environmental Health Specialist Environmental Health Services cc: Trevor Jiricek, Director,Environmental Health Services Dr.Mark Wallace,Director,Weld County Department of Public Health and Environment Bruce Barker, Weld County Attorney Sara Evans, Environmental Health Manager, Environmental Health Services /tr//ra MEMORANDUM Afp& f \ To: Jenny VanEgdom, Deputy Clerk to the Board December 3, 2008 VolFrom: Bethany Salzman, Zoning Compliance Officer, Dept of Planning Services COLORADO Subject: LC0032 Review of the following liquor license renewal by the Department of Planning Services shows the following: La Fiesta Mexican Grill, Inc. dba La Fiesta Mexican Grill 4322 Highway 66 Longmont, Colorado 80542 Sales Tax#:12-78949 Zone District: C-3 This use is allowed through the zone district. Staff has determined that this site is currently permitted through Site Plan Review (SPR-258); however, any future expansion or change would require the approval of an amended Site Plan Review permit through the Department of Planning Services. Please advise the applicant if a change in signage or the structure is proposed,the applicant will want to check with the Department of Planning Services prior to installation to determine if a building permit is required. As a result of researching my computer and files, there are no current violations occurring on the property. SERVICE,TEAMWORK,INTEGRITY,QUALITY TRANSFER OF OWNERSHIP REVIEW FORM Date: July 28, 2009 TO: {DEPUTY} FROM: CTB SUBJECT: Liquor License Check In accordance with the procedure for Liquor and/or beer license checks, please review all records on the following establishment for any associated reports during the last year and return your report to the Weld County Clerk to the Board's Office within two weeks. Your report will be used by the Board of County Commissioners in considering the Transfer of Ownership for a Hotel and Restaurant Liquor License. PLEASE RESPOND NO LATER THAN: AUGUST 10, 2009 CURRENT ESTABLISHMENT: NEW APPLICANT: ALFRED AND CAROLINE LOPEZ LA FIESTA MEXICAN GRILL, INC. DBA EL VAQUERO DBA LA FIESTA MEXICAN GRILL 4322 HIGHWAY 66 4322 HIGHWAY 66 LONGMONT, CO 80542 LONGMONT CO 80542 Current license expires: December 20, 2009 **A Temporary Permit was issued at a hearing on June 29, 2009, and is valid for a period of 120 days.** **** *****************************************************************�********************************* No concerns Deputy's Initials The Sheriff's Office had a concern and the deputy has mutually worked with the licensee to correct the concern. (Complete Attached Worksheet) Unresolved concerns exist requiring a Probable Cause Hearing scheduled by the Board of County Commissioners. (Complete Attached Worksheet) ************************************************************************************************************ Please notify Q2fi✓ Cocv4--/ at Extension T-7 Be? of the date and time of the Board of Commissioner's Transfer of Ownership hearing. MEMORANDUM TO: Bruce Barker July 28, 2009 linkFROM: Jenny VanEgd4groty Clerk to the Board COLORADO SUBJECT: Transfer of Ownership Attached is the License Application for a Transfer of Ownership and subsequent documents. Miguel Ruiz of La Fiesta Mexican Grill, Inc., is seeking to transfer the existing liquor license for Alfred Lopez and Caroline Lopez, dba El Vaquero, located at 4322 Highway 66, Longmont, Colorado 80542. Please review the application and return with comments. Our office is still awaiting the results of the background check from CBI. The applicant has paid the required fees. The applicant requested a Temporary Permit, and the hearing for the Temporary Permit was held on June 29, 2009. The Temporary Permit was approved for a period of 120 days. Vi C ,"pric / � I`J-'7U ' C7 vv—}6sz_. Hello