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Home My WebLink About20030313.tiff RESOLUTION RE: APPROVE APPLICATION FOR TRANSFER OF OWNERSHIP REQUEST FOR LIQUOR LICENSE FROM SIPRES LOUNGE, INC., DBA SIPRES LOUNGE, TO TEODULO VARELA, INC., DBA TEO'S LOUNGE AND GRILL, AND AUTHORIZE CHAIR TO SIGN - EXPIRES FEBRUARY 11, 2004 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, Teodulo Varela, Inc., dba Teo's Lounge and Grill, presented to the Board of County Commissioners of Weld County, Colorado, an application for a Transfer of Ownership of a Tavern Liquor License for the sale of malt, vinous and spirituous liquors, said license previously held by Sipres Lounge, Inc., dba Sipres Lounge, 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: 1490 Weld County Road 27, Brighton, Colorado 80603 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 2003-02 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 Commissioners, attested to by the Clerk to the Board of Weld County, Colorado, which license shall be in effect until February 11, 2004, 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 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 the Chair be, and hereby is, authorized to sign said application. 2003-0313 4/Df1 SO LC0028 ; TRANSFER OWNERSHIP OF LIQUOR LICENSE - TEO'S LOUNGE AND GRILL PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 3rd day of February, A.D., 2003. BOARD OF COUNTY COMMISSIONERS WEL9OUNTY, COL RADO ATTEST: at, %. z C ��` D vid E. Long, C it Weld County Clerk to ,fie 1861 0 iv . / L- j 4'%t � Robert D. M en, Pro-T BY: �/ _ 2��•._ " A� Deputy Clerk to th %t r Nyc M. J. Geile J AP OV D AS TO F `tt_/ 4(2. c. William H. Jerke P n . LAA., // ;\ Glenn Vaad Date of signature: a/1 2003-0313 LC0028 THIS LICENSE MUST BE POSTED IN PUBLIC VIEW DR 8402102/991 STATE OF COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1375 Sherman Street Denver,Colorado 80261 TEODULO VARELA INC TEO'S LOUNGE AND GRILL 1490 WCR 27 BRIGHTON CO 80603 ALCOHOL BEVERAGE LICENSE Liability Information Account Number County City Indust. T LICENSE EXPIRES AT MIDNIGHT ype Liability Date 41-27085-0000 03 206 722110 C 021203 FEB 11, 2004 Type Name and Description of License Fee 2010 TAVERN LIQUOR LICENSE - $ 75.00 MALT, VINOUS, AND SPIRITUOUS 2190 COUNTY 85 PERCENT OAP FEE $ 425.00 TOTAL FEEIS) $ 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. FEB 14 2003 sv Division Director Executive Director THIS LICENSE EXPIRES February 11 , 20 04 • • LICENSE FEE °!l STATE OF € . COLORADO COUNTY OF WELD BYAUTHORITY OF THE BOARD OF COUNTY COMMISSIONERS RETAIL LIQUOR LICENSE FOR Tavern SPECIFY: Retail Liquor Store,Liquor Licensed Drug Store,Hotel and Restaurant,Club,Tavern etc. TO SELL AT RETAIL Malt, Vinous, and Spirituous LIQUOR SPECIFY KINDS OF LIQUORS larbIg I� tO CPtttfp, That Teodulo Varela, Inc. , dba Teo's Lounge and Grill of the State of Colorado,having applied for a License to sell Malt, Vinous,: arid Spirituous Liquors,and having paid to the County Treasurer the sum of Seventy—five and 00/100 ($1,5 Q9 J Dollars therefor,the above applicant is hereby licensed to sell Malt, Vinous L and Spirituous Liquors containing more than 3.2%Alcohol by weight by the drink for consumption on the premises only (Insert"by the drink for consumption on the premises"or"in sealed containers NOT for consumption at place where sold.") as a Tavern at 1490 WCR 27, Brighton, CO 80603 in the County of Weld,for a period beginning on the 12th day of February ,20 03__,and ending on the 11th day of Eeltsua_ry ,2094_—,unless this License is revoked sooner as provided by law. This License is issued subject to the Laws of the State of Colorado and especially under the provisions of Article 47 of Title 12, Colorado Revised Statutes,as amended. IN TESTIMONY WHEREOF,The Board of County Commissioners has hereunto subscribed its name by its officers • duly authorized this 3rd day of Februar 420_03 _, _I he Board of County Commissioners ATTEST: fit t e" By_ Deputy Ckrk to the Board 9Y r ('? r; Chairman,Board of County Co ' Toners \< $ ' , DR 8404 (06/02) Page 1 21 _COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION COLORADO LIQUOR DENVER CO 80261 OR 3.2% FERMENTED MALT BEVERAGE RETAIL LICENSE APPLICATION O NEW LICENSE ® TRANSFER OF OWNERSHIP .❑ 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 LIQUOR AND BEER CODE(Call 303.321.4164) DO NOT WRITE IN THIS SPACE 1. Applicant is applying as a ❑ Individual ® Corporation ❑ Limited Liability Company ❑ Partnership(includes Limited Liability and Husband and Wife Partnerships) O Association or Other 2. Name of Applicant(s) If partnership,list partners'names(at least two);if corporation,name of corporation Fein Number Teodulo Varela, Inc- 37-1452589 2a.Trade Name of Establishment(DBA) State Sales Tax No. Business Telephone Teo' s Lounge and Grill 41 -27085 303-659-8596 3. Address of Premises(specify exact location of premises) 1490 WCR 27 City County State ZIP Code Brighton Weld Co 80603 4. Mailing Address (Number and Street) City or Town - State ZIP Code "/90 wcg s7 f2risIlion ev 2a6v3 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 Sipres Lounge, Inc 03-69427 TaverY-V 09-04-03 um SEC11ONA Nonrefundable APPLICATION.FEES, LIAB SECTION LIQUOR LICENSEFEES' 2300 ❑ Application Fee for New License 900.00 1940 ❑Retail Liquor Store License(city) $227.50 2300 ❑ Application Fee-New License Concurrent Review..1000.00 1940 ❑Retail Liquor Store License(county) 312.50 2310 C1} Application Fee for Transfer of Ownership 900.00 -1950. ❑Liquor Licensed Drugstore (city) 227.50 SECTION B c3.2%BEER LICENSE FEES. 1950 ❑Liquor Licensed Drugstore (county) 312.50 2121 ❑ Retail 3.2%Beer On Premises-(city) $96.25 1960. ❑Beer&Wine License (city) 351.25 2121 ❑ Retail 3.2%Beer On Premises-(county) 117.50 ,:1960 ❑Beer&Wine License (county) 436.25 2122 ❑ Retail 3.2%Beer Off Premises-(city) 96.25 1.970 ❑H&R License❑city❑county 500.00 2122 ❑ Retail 3.2%Beer Off Premises-(county) 117.50 1980 ❑H&R License w/opt Prem❑city❑county 500.00 2123 ❑ Retail 3.2%Beer On/Off Premises-(city) 96.25 1990 ❑Club License❑city❑county 308.75 2123 ❑ Retail 3.2%Beer On/Off Premises-(county) 117.50 2010 0 Tavern License❑city county 500.00 SECTION PC 'RELATED FEES,ANDPERMITS- 2020 ❑Arts License❑city❑county 308.75 2030 ❑Racetrack License❑city❑county 500.00 1985.100(999)❑Addition of related Facility Permits to existing 2040 ❑Optional Premises License❑city❑county 500.00 Resort Complex license $50.00 x Total Fee 1905. ❑Retail Gaming Tavern Lie❑city❑county 500.00 2210.100(999)❑Retail Warehouse Storage Permit $100.00 1.975 ❑Brew-Pub License 750.00 2220-100(999)❑Addition of Optional Premises to existing hotel/restaurant 1985 ❑Resort Complex License 500.00 $75.00 x Total Fee ❑H/R-Tavern Managers Registration $75.00 DO NOT WRITE IN THIS SPACE-FOR DEPARTMENT OF REVENUE USE ONLY _.. .LIABILITY INFORMATION - , County City Industry Type License Account Number Liability Data License Issued Through (Expiration Date) FROM TO State City County Managers Reg 750(999) 2180-100(999) 2190.100(999) -750(999) Ginn fund New License Glen Fund Transfer license /i 2300-100 2310-100 TOTAL (999) (999) 2003-0313 1 Gl DR 8404(06/02)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 RYA. Applicant/Lioensee identified. Br/B. State sales tax license number listed or applied for at time of application. Ly C. License type or other transaction identified. Er'D. Retum originals to local authority. pp � �� [/E. Additional information may be required by the local licensing authority. W'�` en" frt.--" II. DIAGRAM OF THE PREMISES P"A. No larger than 8 1/2"X 11". Er 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) Nn. Lease in the name of the Applicant ONLY. El 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 O/"A. Individual History Record(s) (Form DR 8404-I). E(.B. Fingerprints taken and submitted to local authority. (State authority for master file applicants.) 5/9" Purchase agreement,stock transfer agreement,and or authorization to transfer license. 0/D. List of all notes and loans. V. CORPORATE APPLICANT INFORMATION(If Applicable) 5/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. —9 R.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. 0 B. Individual History Record (DR 8404-I). DR 6404(06/02)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? O [X 7. Has the applicant(including any of the partners,if a partnership;members or manager it 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 alcoholic beverage license? O g (b) had an alcoholic beverage license suspended or revoked? O Or (c) had interest in another entity that had an alcoholic beverage license suspended or revoked? ❑ a If you answered yes to 7a,b or c,explain in detail on a separate sheet. 8a. 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. O a Bb. Has a 3.2 beer license for the premises to be licensed been denied within the preceding one year?If yes,"explain in detail. ❑ EX 9. Are the premises to be licensed within 500 feet of any public or private school that meets compulsory education requirements of O [ Colorado law,or the principal campus of any college,university or seminary? 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 O EX current financial interest in said business including any loans to or from a licensee. 11. Does the Applicant,as listed on line 2 of this application,have legal possession of the premises for at least 1 year from the date that this license will be issued by virtue of ownership,lease or other arrangement? O O ❑ Ownership E Lease O Other(Explain in Detail) a. If leased,list name of landlord and tenant,and date of expiration,EXACTLY as they appear on the lease: Landlord Tenant Expires "ley Sipres Teodulo Varela, Inc 12- 31 -07 Attach a diagram and outline 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 Teodulo Varela 49 Percent 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,etc.)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 Licensee with Optional Premises Yes No A local ordinance or resolution authorizing optional premises has been adopted. ❑ g Number of separate Optional Premises areas requested. n/a 14. Liquor Licensed Drug Store applicants,answer the following: Yes No (a) Does the applicant for a Liquor Licensed Drug Store have a license issued by the Colorado Board of Pharmacy?COPY MUST BE ATTACHED. n/a ❑ a 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 O g not for pecuniary gain? (b) Is the applicant organization a regularly chartered branch,lodge or chapter of a national organization which is ❑ [X 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) How long has applicant occupied the premises (Three years required) to be licensed as a club?(Three years required) 16. Brew-Pub License Applicants answer the following: (a) Has the applicant received or applied for a Federal Brewers Notice? n/a ❑ �C] (Copy of notice or application must be attached) 17a. Name of Manager none (If this is an application for a Hotel, Date of Birth Restaurant or Tavern License,the manager must also submit an Individual History Record(DR 8404-I). 17b. Does this manager act as the manager of,or have a financial interest in,any other liquor n/a Yes No licensed establishment in the State of Colorado? If yes,provide name,type of license and account number. ❑ IC] 18. Tax Distraint Information. Does the applicant or any other person listed on this application and including its partners,officers, Yes No directors,stockholders,members(LLC)or managing members(LLC)and any other persons with a 10%or greater financial interest ❑ in the applicant currently have an outstanding tax distraint issued to them by the Colorado Department of Revenue? If yes,provide an explanation and include copies of any payment agreements. DR 8404(06/02)Page 4 19. If applicant is a corporation,partnership,association or a limited liability company,it is required to list by position all officers and directors, general partners,managing members,all stockholders,partners(including limited partners)and members who have a 10%or greater financial interest in the applicant All persons listed here or by attachment must submit and attach a DR 8404-I(Individual History Record) andprovide fingerprint cards to their local licensing authority. NAME HOME ADDRESS,CITY&STATE DATE OF POSITION %OWNED BIRTH Teodulo Varela 789 Emporia St Aurora, Co 80010 Sec/Tres 49 20. Has the Applicant provided,or does the applicant intend to provide their staff with server training. Yes_ No Additional Documents to be submitted by type of entity ci CORPORATION ® Cert.of Incorp. ❑ Cert.of Good Standing(if more than 2 yrs.old) ❑ Cert.of Auth.(if a foreign corp.) ❑ PARTNERSHIP 0 Partnership Agreement(General or Limited) 0 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 Teodulo Varela 1490 WCR 27, Brighton, CO 80603 OATH OF APPLICANT 1 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 itis 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: Author zed Signature Title Date ///REPORT AND APPROVAL OFLOCAL 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. I - 7- ao03 Each person required to file DR 8404-I: Yes No a.Has been fingerprinted b,Background investigation and NCIC and CCIC check for outstanding warrants conducted ® ❑ c.The kcal authority has already conducted,or Intends to conduct,a premise inspection to insure that the applicant is O O in compliance with,and aware of,liquor code provisions affecting their class of license. If not,does the authority want the state to conduct such an inspection. (dam at inspection) ❑ ❑ The foregoing application has been examined;and the premises,business to be conducted,and character of the applicant are satisfactory. We do reportthatsuch 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 W ld County Colorado (970)356-4000 X4200 ® COUNTY Sign *r, Weld County Board Date +• missioners 02/03/2003 Signatu nest e.y tie 1JtI Date er ;K .Z fir tc , Deputy 02/03/2003 If premises are located withi a t•w •r a• e a• (hould be signed by the mayor and clerk,if in a county,then by the chairman of the board of county commission- • :4r1cJCt f,by ordinance or otherwise,the local licensing authority is some other official, then such approval should be given •�: .'� -� .1? ,A J!. , $Til M c w.,, ��47 P:, 11--- DI Lc - clj-71 i ' ' \ W i ri._.s.. I 4 a / it 1 j11,6, .5 \ ,1-- -(1.-- ..- r--I 11 :LJ �-� C :1P'2 ' " 4°19 e :-.-.? F--, a, B, ?k, ________. • r::- — _ a r— 1 , F M1 & • 4-;2 , 2 /1 f .Q) 11-1 tao D. \‘‘,. .2, .. • 0 f 7 �. - -s d ei qn v N - ).,-r z � 0o _\ - ---?-7/11-V - !, 0 ••• • .f`-`-'1 , T; , I J it I ,,7i /1 ,---1-7-----1-747, 2 N i 1:: !a.il ___-,,--(ek.4 ---4-6/....1, 1.� '�-�" S ji t.i il °U _._.-Ti L1 l k_ 6J" . P....is\ .--. / 7.: .rAL. :.sfr, /7 38 DR 8404-I {06/02) 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, all limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, all stockholders of a corporation owning 10% (or more)of the stock of such corporation; all limited liability company MANAGING members,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 Teodulo Varela, Inc. 2.Your Full Name(last,first.middle) 3.List any other names you have used. Varela, Teodulo Varela, Teo 4.Mailing address(if different from residence) Home Telephone 303-363-8938 5.List all residence addresses below. Include current and previous addresses for the past five years. STREET AND NUMBER I CITY,STATE, ZIP FROM TO Current 789 Emporia St. Aurora, Co 80010 7/22/99 Present Previous 1196 Dallas St Aurora, Co 80010 7/98 7/99 1411 Lima St. Aurora, Co 80010 10/97 7/98 6. Date of Birth Social Security Number(SSN) Place of Birth 7.U.S.Citizen? Mx Las Purisima, Zacatecas, ❑Yes [ ]No If Naturalized,state where When Name of District Court n/a n/a n/a Naturalization"Certificate Number Date of Certification 'If an Alien,Give Alien's Registration Card Number Permanent Residence Card Number n/a n/a n/a 8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state 5 ' 9 175 lack Brown M H ®Yes No 10.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 EMPLOYER none --none none -- none -- i 11.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. ❑Yes [n No ALA. 12. 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?(If yes,explain in detail.) Yes No 4/et 13.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 E.No talk. 14.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 Doras Mex.Restauraf2406 S. Parker Rd,Denver,Co waiter 9/95 Present 80231 15.Financial Information. Total purchase price$ 1 00,000 (if buying an existing business)OR list the total amount of your investment in the new business, including notes,loans,cash,services or equipment,and operating capital $ 100, 000 Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed. Type:Cash,Services or Equipment Where Obtained(Savings,Checking,Account,etc.) Amount Refinance of current porperty Bellco Credit Union 60, 000 Loan Information(attach copies of all notes or loans) Name of Lender Address Term Security Amount Sipres Loun4L 1490 WCR 27, Brighton, 5 yrs furn/ Equip 40, 000 Co 80603 16.Give name of bank where business account will be maintained:name the account will be maintained under:and the name or names of persons authorized to draw thereon. Wells Fargo, Teodulo Varela, Inc. Teodulo Varela and Irma Varela 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. Authorized Signature Title Date Shelley Tracey Allen 457 So. Memphis Way#10 Aurora, Colorado 80017 303-332-3660 January 3, 2003 Re: Mr. Teodulo Varela To Whom It May Concern: The purpose of this letter is to inform you of my professional working relationship with - Mr. Varela over the past eight years. I met Teodulo (Teo) in 1994 during our employment at Dora's Mexican Restaurant. We have enjoyed a service/working environment ever since then and to this day. Teo is a strong business working person with principle concern for customer satisfaction and teamwork. It is truly a pleasure to know Teo and his family. He has strong ethical and family qualities which I admire and often seek advise from. If I may be of any further assistance, please do not hesitate to call me. Sincerely, Shelley Tracey len an , 0003 .. To (s01-.0 on 4 rnt_c.\ Y Arturo 1kC,rTI;Fez. W 4 reStJcnce cP/3i E '-/bf' 4ue 17�nver CO; t0a'/9 phene4L 226 --374-a9 ) 4 . ' 4aAc kca.v e. known - cdu\o vGreta _ ''or 4-Le kca.s{- /c2 </ears• and. Can ctke 4LcJr i 'eS _CL person Ui itk ci. 3r Me raj Charader. Gn[L respc/\ e�le.. ciao 14.avgqe arty pues+tchs piertce . Ceet Qree To Ccdl "At al- -tit a ve. QjoneI incer ti ) attest/ t r DORA'S = Mexican Restaurant and Lounge - a1 -oa. TO 0/Qm. Maj C-a-nce, , 6--(2"2-7/1 . o--y'eaC ,,,ctthyd 91 a fitz/77. 14G'na2 / 2648 S. Parker Rd. • Aurora,CO 80014 (303)368-1527 DR 8404-I (06/02) 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, all limited partners owning 10% (or more) of a partnership; all officers and directors of a corporation, all stockholders of a corporation owning 10% (or more)of the stock of such corporation; ail limited liability company MANAGING members, 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 Teodulo Varela, Inc, 2.Your Full Name(last,first,middle) 3.List any other names you have used. Varela, Irma n/a 4.Mailing address(if different from residence) Home Telephone 303-363-8938 5.List all residence addresses below, Include current and previous addresses for the past five years. STREET AND NUMBER CITY,STATE, ZIP FROM TO Current 789 Emporia St. Aurora, Co 80010 7/22/99 Present Previous 1196 Dallas St. Aurora, Co 80010 7/98 7/99 1411 Lima St. Aurora, Co 80010 10/97 7/98 6.Date of Birth Social Security Number(SSN) Place of Birth 7.U.S.Citizen? Chalehihuites Zacatecas, Mex Yes ®No If Naturalized,state where When Name of District Court n/a n/a n/a Naturalization Certificate Number Date of Certification (fan Alien,Give Alien's Registration Card Number 'Permanent Residence Card Number n/a n/a n/a 8.Height Weight Hair Color Eye Color Sex Race 9.Do you have a current Driver's License?If so,give number&state 5' 51. 130 Black Brown F H ©Yes ElNo 10.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 EMPLOYER none -- — none r ._.. none none 11.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. D Yes ©No nIG- 12.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?(If yes,explain in detail.) ❑Yes OX No 13.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. 0 Yes ®No 14.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) POSrON HELD FROM TO House Wife 7/99 Current • Double Tree Hotel 13696 E. Ili#f P1, Aurora, House Keep�/�6 7/99 Co 80014 15.Financial Information. Total purchase price$ 100, 000 (if buying an existing business)OR list the total amount of your investment in the new business, including notes, loans,cash, services or equipment,and operating capital $100, 00 0 Provide details of Investment. You must account for the sources of ALL cash(how acquired).Attach a separate sheet if needed. Type:Cash,Services or Equipment Where Obtained(Savings,Checking,Account,etc.) Amount Refinance Of Current Proprty Bellco Credit Union 60, 000 Loan Information(attach copies of all notes or loans) Name of Lender Address f Term Security Amount Sipres Loonsz1Znc 1490 WCR 27, Brighton, 5 yrs Furn/ Equi 40, 000 Co 80603 16.Give name of bank where business account will be maintained;name the account will be maintained under:and the name or names of persons authorized to draw thereon. Wells Fargo, Teodulo Varela, Inc, Teodulo Varela and Irma Varela 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. Authorized Signature Title Date // 42-1/4-,i4 /r./ i'P `� / /2_ /v2 December 31, 2002 To Whom It May Concern: I, Martin Garcia, hereby depose and state the following to be true and correct to the best of my knowledge and recollection. I am not receiving any remuneration for my testimony herein. I am willing to testify in person in any administrative proceeding, regarding the contents of this affidavit. My name is Martin Garcia and presently reside at 1100 Grandby St., Aurora, CO 80011, telephone number 303-360-8897. I met Irma Varela, 10 years ago, when we both live in California. As we both moved to Colorado, we conintiue to be friends of the family. I believe, as a friend, that Mrs. Varela is a very responsible person, hard working person, _ and a very honest person. 1 n --- - --. Date: • Garcia December 31, 2002 To Whom It May Concern: I, Jesus Gutierrez, hereby depose and state the following to be true and correct to the best of my knowledge and recollection. I am not receiving any remuneration for my testimony herein. I am willing to testify in person in any administrative proceeding, regarding the contents of this affidavit. My name is Jesus Gutierrez and presently reside at 1680 North Havana St. Aurora, CO 80010, telephone number 303-343-3504. I met Irma Varela, since 20 years ago, when we were neighbors in Mexico. Also we were neighbors in California and we also moved to Denver at the same time and we have been in contact ever since. Mrs. Varela is a very responsible person, hard working person, a good mother and a very honest person. I swear under penalty, that the following is true to the best of my knowledge, memory and belief. And to whom it may concern, sign this affidavit in Aurora, CO this December 3151, 2002. r �_'SI1S-4 ;��rre� i20L ,l Jesus Gutierrez """" " " December 31, 2002 To Whom It May Concern: I, Rojelio Telles, hereby depose and state the following to be true and correct to the best of my knowledge and recollection. I am not receiving any remuneration for my testimony herein. I am willing to testify in person in any administrative proceeding, regarding the contents of this affidavit. My name is Rojelio Telles and presently reside at 4118 Perth St. Denver, CO 80249, telephone number 303-375-1358. I met Irma Varela, 6 years ago, when we worked together at the Double Tree Hotel. We remain in contact ever since. I believe, as a friend, that Mrs. Varela is a very responsible person, hard working person, and a very honest person. Da e: C/Xa /D3 Rojelio Telles IMJM : SRNDOVRL RGENCIES FRX NO. : 3034583935 Jan. 07 2003 01:54PM P1 1( 3( 63- To: Bruce Barker 9,474 i.ncl * (Way' Weld County Attorney (f 915 Tenth St. Greeley, CO 80632 Fax 970-352-0242 - From: Victor Juarez 1. 11 Subject: Teodulo Varela, c.Liquor License Application Mr. Barker,per our conversation today(1/3/03),here are the documents that you recommended be part of Teodulo Varela,Inc.liquor license application. Enclosed are the following documents; • Signed and executed Commercial Lease. First and last(signed)page only. • Addendum(Contingency)to Commercial Lease • Signed and executed Buy and Sell Agreement. First and last(signed)page only • Letter of explanation as to how Teodulo Varela,Inc.will obtain fluids to purchase business. Also,attached are the board minutes approving the acceptance of loan. Please let me know if you have any questions or need additional information(303-809- 7518). Thanks so much for your help. • • f,4-.1 jo f 7V 3s--Z O L y'2/ COMMERCIAL LEASE OF REAL PROPERTY AND PERSONAL PROPERTY THIS LEASE is entered into as of the 3 day of January,2003 in Denver, Colorado,by and between Mary Sipres("Landlord"),whose address is 925 South Fulton Street,Ft.Lupton,Colorado 80621,and Teodulo Varela,Inc.("Tenant"), whose address is 789 Emporia St.,Aurora,CO 80010. WITNESSETH: In consideration of the premises,the mutual covenants hereinafter contained,and each and every act to be performed hereunder by them,Landlord and Tenant hereby enter into the following Lease pertaining to the hereinafter described premises: 1490 WCR 27,Brighton, Colorado 80603, except as otherwise excluded in Paragraph 33 below(the "Premises"); and pertaining to the following personal property located on the P.Gn,ises: All furniture,fixtures,equipment and leasehold improvements related to the operation of a restaurant business located on the Premises, in their present condition, normal wear and tear excepted, including but not necessarily limited to, all items on the attached Exhibit "A"(the "Assets"). 1. LEASED PREMISES. The Landlord hereby lets and demises to the Tenant and the Tenant hereby leases from the Landlord the above-stated premises("the Lease Premises")for the term and upon the terms and conditions set forth in this Lease. It is the purpose and intent of Landlord and Tenant that the return to Landlord under this Lease shall be absolutely "net" so that the share of all costs directly or indirectly attributable to the Lease Premises shall be the obligation of Tenant. 2. TERMS. The Term of this Lease shall be for a period beginning at twelve o'clock an. on January 1,2003,and extending until twelve o'clock an.of December 31,2007. See Addendum(Contingency). 3. MINIMUM RENT. The Tenant covenants and agrees to pay a reserved minimum rent for the Lease Premises for the full term of this Lease in monthly installments in accordance with the schedule set forth on the attached Addendum. Payment shall be without setoff or reduction,in advance on or before the first day of each month during the term of this Lease at the address of the Landlord first written above or Ed WdCS:to £002 40 'uet S£6£BSV£0£ : 'ON XHd SBIJN9DU •btCtts : WOE at such other address or addresses as the landlord may hereafter designate by notice to the Tenant. 4. REAL ESTATE TAXES AND ASSESSMENTS. In addition to the rent set forth above Tenant shall pay to Landlord as additional rent, on or before April30 of each year of the lease term, as the same may be extended, an amount equal to 50% of the real property taxes or any tax levied in lieu thereof on the Lease Premises levied or assessed (including special assessments), 5. PERSONAL PROPERTY TAXES. On or before April 15 of each year of the lease term, as the same may be extended, Tenant shall pay all of the personal property taxes or any tax levied in lieu thereof on the Assets levied or assessed(including special assessments) for the preceding year. 6. SALES TAXES. Tenant shall pay all sales taxes related to the operation of a business on the Premises as the same may fall due and shall provide Landlord with copies of all sales tax reports to the requisite State and Local governmental entities, and evidence of payment of the same, on a quarterly basis, commencing November 20, 2002 (for the previous three months) and continuing on April 20, July 20 and November 20 of each year this Lease is in effect. 7. PARKING. Tenants shall be responsible for all costs of maintaining the parking area and including, but not by way of limitation, gardening and landscaping expenses, the cost of replacement of plants and planters, the cost of fire, casualty, public liability and property damage insurance, repairs, replacements, line painting, sealing, resurfacing, lighting, all repair and replacement costs relating to any utility service lines not within the boundary of the Lease Premises, sanitary control, clearing, removal of snow, trash, rubbish, garbage, and other refuse. 8. MAINTENANCE OF THE BUILDING AND REPAIRS. Tenant shall keep all portions of the building on the Lease Premises, including the foundation, the four outer walls (including all glass windows and window frames and doors), gutters, downspouts and roof in good repair. Tenant is also responsible for maintaining heating/air conditioning equipment, and shall keep all mechanical appurtenances and equipment, and shall keep all mechanical appurtenances and equipment in good order, operating condition and repair, including replacement, if necessary. Tenant shall also be responsible for cleaning of all windows and sweeping of and removal of snow from sidewalks on the Lease Premises. Tenant shall maintain and keep all parts of the interior of the leased premises,which include but are not limited to, interior wall surfaces, doors, door hardware,plumbing, electrical, and mechanical equipment within the leased premises, in good order, operating condition and repair. Tenants shall also keep the Lease Premises in a clean, sanitary and safe condition in accordance with all directions, rules and regulations of any health officers, building inspectors or other proper officers of the governmental agencies having jurisdiction, and shall dispose of all trash and waste materials in outside trash containers. Tenants shall flatten all boxes for dumping of trash. Tenants shall comply with all requirements of law, ordinances and other rules and regulations that affect the Lease Premises, and shall, at its own cost and expense, replace with a glass of the same quality any damage or broken glass, including plate glass or other breakable materials used in structural portions of any interior or exterior windows and doors on the leased premises. In addition, Tenant shall, at its own cost and expense, replace any light bulbs, frames, ballasts, and accessory parts thereof on the leased premises that may be broken or damaged during the term hereof At the expiration of the term, Tenant shall surrender the leased premises broom clean in as good order as the same is on the day Tenant first opened for business to the public, reasonable wear and tear expected. 9. MAINTENANCE OF ASSETS. During the term of this Agreement, Tenant shall keep all the Assets, including all operating equipment, in good order, operating condition and repair, including replacement, if necessary. 10. UTILITIES. At all times during the term of this lease, the Tenant, in addition to the rents required hereunder, shall pay, prior to delinquency, the costs of all utilities, including but not limited to gas, propane, electricity, water and sewer used and consumed by the Tenants, its employees, agents, servants, customers and other invitees in the Lease Premises, and to the extent possible shall contract for the same in its own name. The cost of any conversion of utilities to other energy sources shall be borne by Tenant. Throughout the duration of Tenant's occupancy of the Lease Premises, Tenant shall keep such meters and installation equipment in good working order and repair at Tenant's sole cost and expense. Failure to do so may allow Landlord to cause such meters and equipment to be replaced or repaired, and collect the cost thereof from Tenant as additional rent. The Landlord does not warrant or guarantee the continued availability of any or all of the utility services necessary or desirable for the use of the Lease Premises by the Tenant. In no event shall the interruption, diminution or cessation of such availability be construed as an actual or constructive eviction of the Tenant,nor shall the Tenant be entitled to any abatement of its rent obligations under this Lease on account thereof In the event that a deposit is required by a public or quasi-public organization in order to furnish or agree to furnish any service to the Lease Premises, the Tenant agrees and covenants to pay such charge or deposit or it's pro rata share thereof Any money so paid shall not entitle the Tenant to an offset or reduction of its rent liability under this Lease, nor shall the Landlord be obligated to return,repay or credit the Tenant for any money so paid. Landlord reserves the right to stop the service of any or all of the utilities hereinabove described when, in the Landlord's sole discretion, such stoppage is necessitated by reason of accident, repairs, inspections, alterations or improvements, until any of the same have been completed. In such event, Landlord shall not be deemed guilty of a breech of this Lease, nor shall the Tenant be entitled to any abatement of his rent obligations under this Lease on account thereof. 11. CARE OF LEASE PREMISES. Tenant agrees not to commit any waste upon the Lease Premises or overload the floors thereof; to keep the Lease Premises well- lighted, and in a neat and clean condition, not to conduct any auction, fire, bankruptcy, liquidation or going-out-of business sales thereon without the prior written consent of Landlord; and to operate its business thereon continuously during the term hereof at reasonable business hours unless prevented from doing so by governmental regulations or acts of God. 12. SIGNS AND ADVERTISING. Tenant shall pay all costs of causing its signs to be erected and maintained. 13. USE OF LEASE PREMISES AND ASSETS. The Lease Premises shall be used and occupied by the Tenant (and any subtenants and assignees of Tenant) only as a restaurant and nightclub and for no other purpose, and the Assets shall be used on the Lease Premises and used only for the same purpose. Tenant shall not use or allow the Lease Premises to be used for any improper, immoral, unlawful or objectionable purpose; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Lease Premises. Tenant shall not commit or allow to be committed any waste in or upon the Lease Premises. Tenant shall not allow the Lease Premises to be used for any purposes prohibited by the laws of the United States of America, the State of Colorado, or the regulations or ordinances of any other governmental entity having jurisdiction over the Lease Premises. Furthermore, Tenant shall keep the liquor license on the Lease Premises in full effect and good standing at all times during the lease term. 14. ALTERATIONS AND ADDITIONS. Tenant shall make no alterations or additions to the Lease Premises, including equipment or delivery of the utilities, where such work shall cost in excess of One Thousand Dollars ($1,000.00), without first procuring landlord's written consent, after delivering to the Landlord the plans and specifications thereof Under no circumstances shall Tenant commence any such work until Landlord has been provided with certificates evidencing that all the contractors and subcontractors performing the work have in full force and effect adequate workmen's compensation insurance as required by the laws of the State of Colorado,public liability and builders risk insurance in such amounts and according to terms satisfactory to Landlord. Within five (5) days after notifying Landlord of any planned erection, improvement (" the work"), Tenant shall post and keep posted until completion of the work, a conspicuous place upon the doors providing entrance to the Lease Premises, and shall personally serve upon such contractors or subcontractors performing the work, a notice stating that Landlord's interest in the Lease Premises shall not be subject to any lien for said work. All alterations, additions, improvements and fixtures, including but not by way of limitation, lighting fixtures, ducts, controls, diffusers, filters or other equipment for distribution of heating and cooling, and other personal property which may be made or installed by, for or on behalf of the Tenant upon the Lease Premises, and which in any manner are attached to the floors, or ceilings shall become the property of the Landlord at the termination of this Lease and shall remain upon and be surrendered with the Lease Premises as a part thereof, without disturbance, molestation of injury. Any title, linoleum or floor covering of similar character which may be cemented or otherwise adhesively affixed to the floor of the Lease Premises shall be and become the property Landlord absolutely upon the termination of the Lease. During the team of this Lease, the Tenant shall not remove or damage the above-described improvements and fixtures without the written consent of the Landlord. 15. INSURANCE. Tenant shall at its sole cost and expense maintain the following insurance or pay the following premiums with respect to the leased premises: (a) standard fire and extended coverage insurance insuring the Lease Premises and all alterations and additions made by Tenant to the Lease Premises and all of its fixtures, furniture and equipment for the full replacement value thereof on an eighty percent(80%) co-insurance form insuring against all risks of direct physical loss and excluding only such unusual perils as nuclear attack, earth movement, flood and war; (b) public liability, bodily injury and property damage comprehensive insurance coverage insuring against claims of any and all personal injury, death or damage occurring in or about the leased premises or the sidewalks adjacent thereto, with a combined single limit coverage of not less than One Million Dollars (1,000,000.00); (c) plate glass insurance sufficient to discharge Tenant's obligations as above provided; and (d) a policy covering all the Assets. Landlord or Landlord's mortgagee may reasonably require increase in the above- described coverage from time to time, in which event Tenant shall obtain the same and pay the costs thereof. Each such insurance policy shall be issued by an insurance company of recognized standing, authorized to do business in the State of Colorado and satisfactory to Landlord. The policies required in the above paragraphs shall name the Landlord and Tenant as parties, insured-loss payees, and where applicable, be payable to the Landlord and Tenant as their interests may appear. If required by Landlord, such policies shall also contain a loss payable endorsement in favor of the holder of any first mortgage on the property or portion thereof. All such policies shall provide that no cancellation or termination thereof or any material modification thereof shall be effective except on ten (10) days' prior written notice to Landlord, and, if applicable said mortgagee. Certificates evidencing such insurance shall be delivered to Landlord upon the lease commencement date and each anniversary thereof. Without Landlord's prior written consent, Tenant shall not carry any stock of goods or do anything in or about the Lease Premises which would in any way tend to increase insurance rates or invalidate any policy on the Lease Premises. If Landlord shall consent to such use, Tenant agrees to pay as additional rent any increase in premiums for the insurance against loss by standard fire and extended coverage resulting from the business carried on in the Lease Premises by Tenant. If Tenant installs any electrical equipment that overloads the power lines to the Lease Premises, Tenant shall, at is own expense, make whatever changes are necessary to comply with the requirements of insurance underwriters and insurance rating bureaus and governmental authorities having jurisdiction. The obligations of Tennant, as continued in this article, shall inure directly to Landlord's first mortgage and shall not be validated by an act, neglect or default of Landlord, nor by any foreclosure or other similar proceeding, nor by any change in title or ownership of the Lease Premises. 16. WAIVER OF SUBROGATION. Landlord and Tenant agree that, if the interests on which they have obtained insurance in connection with the transaction contemplated hereby shall be damaged or destroyed during the term of this Lease by a peril insurable under a standard fire and extended coverage policy and whether or not such damage or destruction was caused by the neglect of the other party, neither party shall have any liability to the other or to any insurer of the other for, or in respect of, such damage or destruction to the extent covered by such insurance; and each party shall require all policies of material damage insurance carried by such party during the term of the Lease to be endorsed with a provision in and by which the insurer designated therein shall waive its right of subrogation against the other. The waiver of subrogation hereby required shall extend only to the risks insured by the policies required hereby. Each party shall pay its own costs, if any, of securing such an endorsement, and if not so paid, that party shall lose the benefit obtained for it of any waiver of subrogation. 17. DESTRUCTION OF OR DAMAGE TO LEASE PREMISES. In case the Lease Premises shall be partially or totally destroyed by fire or other casualty insurable under standard fire and extended coverage insurance so as to become partially or totally untenantable, the same shall be repaired as speedily as possible at the expense of Landlord, to the extent of insurance proceeds available, unless Landlord shall elect not to rebuild as hereinafter provided. In case the Lease Premises shall be destroyed or so damaged by fire or other casualty insurable under standard fire and extended coverage insurance as to render more than thirty-three percent (33%) of the Lease Premises or thirty-three percent (33%) of the said building untenantable, Landlord may, at its election to be exercised by notice given to Tenant not more than thirty (30) days after the occurrence of the damage, terminate this Lease, but if Landlord shall not so elect, Landlord shall, as promptly as may be reasonable, repair, rebuild or restore any such damage suffered in the Lease Premises as in this article provided; however, Landlord's obligation shall be limited to restore the Lease Premises to their original condition as of the date they are declared "ready for occupancy", but only to the extent allowed by available insurance proceeds. In case of Casualty to the Lease Premises resulting in damage or destruction, which casualty is not insured against, the Landlord shall be under no obligation to restore, replace, or rebuild the Lease Premises, and this Lease shall be deemed terminated on the thirtieth (30th) day after each such casualty and of no further force and effect as of the date of such casualty, unless the Landlord elects to restore, repair, replace and rebuild the Lease Premises and so notifies the Tenant in writing within thirty (30) days after such casualty; in that event, this Lease shall continue in full force and effect during the period of such restoration, repairing, replacing, or rebuilding. Furthermore, if Landlord so elects to restore,repair, replace or rebuild the premises, Landlord shall proceed with the reasonable diligence to do so and place the Lease Premises in substantially the same condition as of the date they are declared "ready for occupancy." If such damage or destruction in this article occurs, and this Lease is not so terminated by Landlord,this Lease shall remain in full force and effect, and the parties waive the provision of any laws to the contrary. Tenant shall, in the event of any such damage or destruction, unless the Lease shall be terminated as provided in this article, forthwith replace or fully repair all exterior signs, trade fixtures, equipment, display cases and other installations originally installed by Tenant. Tenant's minimum rent shall abate in that same proportion as the number of square feet in the Lease Premises. Tenant agrees during any period of reconstruction, restoration or repair of the Lease Premises to continue the operation of its business in the Lease Premises to the extent reasonably practicable from the standpoint of good business. 18. EMINENT DOMAIN. If the whole of the Lease Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose, then the term of this Lease shall cease and terminate as of the date of title vesting in such proceeding, all rent shall be paid up to that date, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If a part of the Lease Premises shall be acquired or condemned by eminent domain for any public or quasi-public use, and in the event that such partial taking small be so extensive the Tenant is unable to operate in the remainder substantially the business being conducted on the Lease Premises immediately prior to such taking, then from the day of such taking and for a period of ten (10) days thereafter, Tenant shall have the right either to terminate this Lease and declare the same null and void by giving written notice thereof within said period to the Landlord or, alternatively, to continue in the possession of the remainder of the Lease Premises under the terms herein provided, except that the minimum rent shall be reduced in such just proportion as the nature, value and extent of the part so taken bears to the whole of the Lease Premises. In the event that the Tenant shall terminate this Lease as provided hereinabove, such termination shall be as of the date of Tenant's written notice, (but rent shall be due until Tenant's surrender of the Lease Premises), and Tenant shall have no claim against Landlord for the value of the unexpired term of this Lease, or damages of any kind. In the event of a partial taking which is not extensive enough to render the Lease Premises unsuitable for the business of the Tenant, then Landlord shall promptly restore the Lease Premises to a condition comparable to its condition at the time of such taking, less the portion lost in the taking, and this Lease shall continue in full force and effect except that the minimum rent shall be reduced in the manner provided hereinabove. As regards any obligations of Landlord described in this article, in no event shall Landlord be required to spend an amount in excess of the amount available to Landlord from the award for any part of the Lease Premises taken. In the event of any condemnation or taking as aforesaid, whether in whole or in part, the Tenant shall not be entitled to any part of the award paid for such condemnation, and Landlord shall receive the full amount of such award, the Tenant hereby expressly waiving any right or claim to any part thereof, including but not limited to, all damages as compensation for diminution in value of the leasehold, reversion, and fee. Although all damages in the event of any condemnation or taking are to belong to the Landlord, Tenant shall have the right to claim and recover from the condemning authority, but not from the Landlord, such compensation as may be separately awarded or recoverable by Tenant in Tenant's own right on account of any and all damage to tenant's business by reason of the condemnation and for or on account of any cost or loss which Tenant might incur in removing Tenant's merchandise, furniture, fixtures, leasehold improvements and equipment. 19. INDEMNIFICATION. Except as concerns losses paid by insurance for which Landlord has waived the right of subrogation, Tenant shall indemnify and save Landlord harmless from any liability for damages to any person or any property in or upon the Lease Premises, including the personal property of the Tenant and its employees, agents, servants, customers or other person or any property in or upon the Lease Premises, including the personal property of the Tenant and its employees, agents, servants, customers or other invitees, and further from any loss, cost, damage or expense (including reasonable attorneys' fees) arising out of any accident or other occurrence due directly or indirectly to the negligence of the Tenant, its employees, agents, servants, customers or other invitees. Except as concerns losses paid by insurance for which Tenant has waived the right of subrogation, Landlord shall indemnify and save Tenant harmless from any liability for damages ( including reasonable attorneys' fees) arising out of the Landlord. Notwithstanding any indemnity given hereunder, Tenant shall not hold or attempt to hold Landlord liable for any injury or damage, either proximate or remote, occurring through or caused by fire, water, or any repairs or alterations to the Lease Premises or otherwise; or liable for any injury or damage occasioned by defective wiring or breakage or stoppage of plumbing or sewage upon the Lease Premises, whether said breakage or stoppage results from freezing, or otherwise. All property kept, stored or maintained in the Lease Premises shall be so kept, stored or maintained at the risk of the Tenant only. 20. ASSIGNMENTS AND SUBLETTING. The Tenant shall not assign, sell, pledge,mortgage, encumber or in any manner transfer this Lease or any interest therein, nor sublet the Lease Premises or any part or parts thereof, nor permit occupancy by anyone with, through or under it; without the prior written consent of Landlord, and such determination shall be the sole discretion of the Landlord. Landlord shall have sixty (60) days from the date of receipt of the written request of Tenant in which to determine whether or not Landlord's consent shall be granted. Landlord shall have no liability of any kind for not consenting to an assignment or subletting. Tenant shall not assign, sell, pledge, mortgage, encumber or in any manner transfer any interest they may have in the Assets, nor sublet the same, without the prior written consent of the Landlord. Any sublease of the Lease Premises or assignments of the Assets executed by Tenant shall incorporate this Lease ("the Underlying Lease") in its entirely and be subject to its terms. The sublease shall also require the sub-lessee to attorn to Landlord at Landlord's option in the event of default by Tenant under the terms of the Underlying Lease, and Tenant does hereby grant Landlord the irrevocable power of attorney to affect the same. Consent by Landlord to one or more assignments of this Lease or to one or more sub-lettings of the Lease Premises or assignments of Assets shall not operate as a waiver of Landlord's rights under this article as to any subsequent assignments or subletting, nor release Tenant or any guarantor of Tenant of any of its obligations under this Lease, nor be construed or taken as a waiver of any Landlord's rights or remedies under this Lease. No interest in this Lease shall pass to any trustee or receiver in bankruptcy, to any estate of the Tenant, to any assignee of the Tenant for the benefit of creditors, or to any other party by operation of law or otherwise without Landlord's consent. No consent to assignment or subletting shall be granted if Tenant is then in default under this Lease. Landlord shall receive (i) all increase in minimum rents and (ii) all increases in percentage rents resulting from increases of the percentage ratio paid by an assignee or sub-lessee. Tenant shall not share to any extent in such rents. 21. LANDLORD'S SALE. In the event of any sale of the Lease Premises by Landlord, including sales by foreclosure or a deed in lieu thereof, Landlord shall be, and is, entirely freed and relieved of all liability under any and all of this covenants and obligations contained in or derived from this Lease arising out of any act or omission occurring after the consummation of sale or lease; and the purchaser or lessee shall, during the period of its ownership or lease term, be deemed without any further agreement between parties to have assumed and agreed to carry out any and all of the covenants and obligations of Landlord under this Lease. All subsequent purchasers or lessors shall similarly be freed and relieved of all liability hereunder subsequent to the date of such sale or lease by them. In the event of any such sale or lease, the Tenant agrees to attorn to and become the Tenant of Landlords successor-in-interest. It is mutually agreed that upon the end of the third year of this lease, Landlord can offer to sell the building/real estate to Lessee. Lessee has the first right of refusal. If Lessee does not accept offer to purchase, then any purchaser of the building must purchase the business opportunity from Teo's Inc., at a fair market value. If there is no sale of the building this lease agreement will continue as usual until the end of its original 5 year term. Additionally, at the end of the 5th year of this executed lease, Landlord upon it sole discretion can sell the building/real estate. Lessee again will have first right of refusal. If Lessee does not purchase the premises, then Lessee can elect to execute its option to extend lease for another 5 years as stated in#30 of this lease agreement. Transfer of the leased Premises into the Lessee's name and upon the terms and conditions contained in the Colorado Real Estate Commission approved CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL), form No. CBS2/M-9-99. The Landlord, upon payment of this purchase money, will convey the Premises by General Warranty Deed to the Lessee free from all encumbrances and will furnish an abstract title and title insurance so showing. 22. DEFAULT. This Lease is made on the condition also that, if any one or more of the following events (herein referred to as an "event of default") shall happen: A. Tenant shall default in the timely payment of the minimum rent, percentage rent or any other amounts payable hereunder; and such default shall continue for three (3) days following the receipt of written notice from Landlord; or B. Tenant shall neglect or fail to perform or observe any of the other covenants herein contained on Tenant's part to be performed or observed, and Tenant shall fail to remedy the same within fifteen (15) days after Landlord shall have given to Tenant written notice specifying such neglect or failure (or within such period, if any, as may be reasonably required to cure such default, if it is of such nature that it cannot be cured within said fifteen (15) days period, provided that Tenant shall have commenced to effect such cure and shall proceed with due diligence to complete such cure); or C. Tenant shall i)be adjudicated a bankrupt or insolvent, or (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or in the future amended), or(iii) make an assignment of its property for the benefit of this creditors; or D. Tenant shall vacate or abandon the Lease Premises; or E. Tenant shall be in default under that certain lease of personal property bearing even date herewith for lease of assets related to the operation of a restaurant on the Lease Premises; then in any one or more of such events Landlord shall have the right, at its election, provided Landlord has given prior written notice to Tenant then or at any time thereafter -and while such event of default shall continue, either: (1) To give Tenant written notice of Landlord's intention to terminate this Lease on the date of such given notice or any later date specified therein, and on such specified date Tenant's right to possession of the Lease Premises shall cease and this Lease shall thereupon be terminated; or (2) Without further notice, to re-enter and take possession of the Lease Premises, or any part thereof, and repossess the same as of Landlord's former estate, and expel Tenant and those claiming through or under Tenant, and remove the effects of either or both (forcibly, if necessary) without being deemed guilty of any manner of - trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenants. Should Landlord elect to re-enter as provided in this Section D, or should Landlord take possession pursuant to legal proceedings or any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Lease Premises, or any part thereof, on behalf of Tenant for such term or terms, and at such rent or rents, and upon such other terms and conditions as Landlord may deem advisable (which may include concessions and free rent) with the right to make alterations and repairs to the Lease Premises. No such re-entry or taking of possession of the Lease Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease, unless a written notice of termination be given to Tenant. In the event Landlord does not elect to terminate this Lease, but on the contrary, elects to take possession, then such repossession shall not relieve Tenant of its obligation and liability under this Lease, all of which shall survive such repossession. In the event of such repossession, Tenant shall pay to Landlord as rent: a. The minimum rent and percentage rent (computed on the basis the percentage rent paid during the preceding percentage rent period closest to the date of default) and other sums as hereinbefore provided, which would be payable hereunder if such repossession has not occurred; less b. The net proceeds, if any, of any reletting, or the value of the Landlord's use, if any, of the Lease Premises after deducting all of Landlord's expenses in connection with such reletting, including, but without limitation, all repossession costs, brokerage commissions, legal expenses, attorneys' fees, expenses of employees, necessary alteration costs and expenses of preparation of such reletting. Tenant shall pay such rent to Landlord on the days on which the minimum rent would have been payable hereunder if possession and not been retaken, and Landlord shall be entitled to receive the same from Tenant on each such day. If Landlord shall be required to commence any action or proceeding to collect the foregoing amounts, or to enforce any other obligation of the Tenant under this Lease. Landlord shall be entitled to a reimbursement of all costs and expenses incurred in said matter, including reasonable attorneys fees. After repossession of the Lease Premises, Landlord may procure the appointment of a receiver to take possession and collect rents and profits of the business of Tenant, and, if necessary to collect the rents and profits. The receiver may carry on the business of Tenant, and take possession of the personal property used in the business of Tenant, including inventory, trade fixtures, and furnishings and use them in the business without compensating Tenant. Proceedings for appointment of a receiver by the Landlord, or the appointment of a receiver and the conduct of the business of Tenant by the receiver, shall not terminate and forfeit this Lease, unless Landlord has given written notice of termination to Tenant as provided herein. If, however, this Lease is terminated by a court of lawful jurisdiction, Landlord shall be entitled to recover as damages from the Tenant the excess, if any, of the minimum rent reserved in this Lease for the balance of the term hereof over the then reasonable rental value o f the Lease Premises for the same period, plus all of Landlord's costs of reletting the Lease Premises including, but not limited to, repair, alteration and preparation of said Lease Premises for reletting, and any brokerage commission paid or due to any agent of Landlord, which amounts shall be immediately due and payable by Tenant to Landlord. It is agreed that the then "reasonable rental value" shall be the amount of rent which Landlord may then reasonably obtain as rent for the remaining balance of the term. In addition, all cost incurred in connection with collecting such sum, including reasonable attorneys' fees and cost, shall be recoverable by Landlord from Tenant. In the event that the Landlord commences summary proceedings in the nature of a forcible entry and detainer or unlawful detention for non-payment of a minimum rent, percentage rent, additional rent, or for Tenant's failure to perform its other obligations hereunder, Tenant agrees not to file a counterclaim against Landlord in said proceedings, and not to consolidate claims against Landlord in said proceedings; however, Tenant does not waive its right hereunder to bring any later action against Landlord for damages. The commencement of such proceedings shall not be deemed to terminate the Lease. If Tenant should contest such summary proceedings, it shall post a bond in favor of Landlord for the amount due and for future damages upon termination of this Lease. 24. LATE RENT PAYMENT. In the event that the Tenant fails to pay when the same are due and payable any minimum rent, percentage rent, additional rent or any obligation hereof which may be satisfied by the payment of money, Tenant shall pay a penalty of$200.00. The late charge shall not be in derogation of any other right which the Landlord may assert. Additionally, Tenant shall pay a$50.00 charge for any checks written Jo Landlord which are returned due to insufficient funds. 25. LIEN ON PERSONALTY AND FORFEITURE OF PERSONALTY. Subject to any purchase money security interest on such items, Land hereby entitled to a lien upon any and all furniture, fixtures and equipment belonging to the Tenant and used at, in or upon the Lease Premises, whether acquired by the Tenant before or after execution of this Lease to secure the due payment of rent and other liabilities of the Tenant hereunder. Upon failure of the Tenant to pay any part of such rent or other liability and after due notice as required by article 28 hereinafter, the Landlord, with further notice or demand, may possess and sell such property at public or private sale (and Landlord may be a purchaser at such sale) and otherwise avail itself of all rights and remedies then available under the Uniform Commercial Code as enacted in the state of Colorado. To accomplish the foregoing, Tenant agrees, at the request of Landlord, to execute a satisfactory security agreement and financing statement. Tenant does hereby grant to Landlord its irrevocable power of attorney for the purpose of executing such instruments, if Tenant fails to execute the same immediately upon request. Additionally or in the alternative, as the case may be, Tenant agrees that within fifteen (15) days of termination of this Lease or repossession of the Lease Premises by Landlord without termination whichever first occurs, by way of default or otherwise, it shall remove all personal property for which it has the right to ownership. Any and all property of Tenant not removed within said 15-day period shall irrevocably become the sole property of Landlord. Tenant waives all rights to notice and all common law and statutory claims and causes of action which it may have against Landlord subsequent to said 15-day period as regards the storage, destruction, damage, loss of use and ownership of the personal property affected by the terms of this paragraph. Tenant acknowledges Landlord's need to relet the premises upon termination of this Lease or repossession of the premises, and understands that the forfeitures and waivers provided herein are necessary to aid said reletting. 26. NON-DISTURBANCE AND SUBORDINATION. This Lease Agreement shall be subject and subordinate to: (i) any reciprocal easement agreements or any other easements and(ii) the lien of any first mortgage, which Landlord may now or hereafter place upon the Lease Premises, and to all terms, conditions and provisions thereof, to all advances made, and to any renewals, extensions, modifications or replacements thereof. Provided, however, that if the Lease Agreement is in full force and effect, the right of possession of Tenant to the Lease Premises and Tenant's rights arising out of this Lease Agreement shall not be affected or disturbed by the mortgage in the exercise of any of its rights under the mortgage or the note secured thereby, nor shall Tenant be named as a party defendant to any foreclosure of the lien of mortgage, nor in any other way be deprived of its rights under this Lease Agreement. In the event that the mortgagee shall agree to the sale of the Lease Premises pursuant to the exercise of any rights and remedies to this Lease Agreement and the rights of the Tenant hereunder. Tenant agrees to attorn to the mortgage or such person who may acquire title as its new Landlord, and the Lease Agreement shall continue in full force and effect as a direct lease between Tenant and mortgagee or such other person, upon all the terms, covenants and agreements set forth in this Lease Agreement. Tenant agrees to and does hereby appoint Landlord as its attorney-in-fact to execute or obtain execution of such instruments as may be necessary to effectuate said subordination, sale, foreclosure, and attornment. Such instruments may require Tenant to notify the mortgagee of defaults by Landlord hereunder, to make rental payments to the mortgagee at a reasonable time to cure defaults hereunder, if Landlord has not done so. 27. NOTICES. All notices to be given hereunder by either of the parties shall be in writing. Any notice may be served by Landlord upon the Tenant personally by delivering the same to an employee of Tenant, or to Tenant directly. Any notice shall also be deemed duly served by either party if mailed by registered or certified mail, return receipt requested, with proper postage prepaid, addressed to each party at its address first written above. Either party may change the address to which notices may be sent by delivering a copy thereof to the other party in the manner aforesaid. If services shall be made by registered or certified mail, such service shall be complete as of the next day following the mailing of such notice in the manner aforesaid. 28. DEPOSIT. Tenant will deposit with the Landlord, the sum of Five Thousand Dollars ($5,000.00) as follows: Five Thousands Dollars ($5,000.00) on the execution of this document, and thereafter will keep on deposit at all times during any option term that total sum, as security for the payment by Tenant of the rents during any option period and for the faithful performance of all the terms, conditions and covenants hereof. If, at any time during the term, Tenant shall be in default in the performance of any provision of this Lease, Landlord shall have the right to use said deposit, or so much thereof as • necessary, in payment of any rent in default, or at the option of landlord,the same may be retained by Landlord. In such event, Tenant shall, on written demand of Landlord, forthwith remit to Landlord a sufficient amount of cash to restore said deposit to its original amount. In the event said deposit or as much thereof as has not been utilized for said purpose, shall be refunded to Tenant, without interest, upon full performance of this Lease by Tenant. Landlord shall have the right to commingle said deposited with other funds of Landlord. Landlord may deliver the funds deposited herein by Tenant to the purchaser of Landlord's interest in the Lease Premises in the event such interest is sold, and, thereupon, Landlord shall be discharged from further liability with respect to such deposit. Said deposit shall not be considered as liquidated damages, and if claims of Landlord exceed said deposit, Tenant shall remain liable for the balance of such claims. 29. OPTION TO EXCEED. As additional consideration for the execution of this Lease, the Landlord grants to the Tenant one option to extend the term of this Lease for an additional five-year period upon the same terms and conditions herein contained, except for fixed minimum monthly rental and the extension option granted herein, so long as the Tenant is not in default in the payment of rent or performance of its other obligations under this Lease. The minimum monthly rental for the first year of the option period shall be market value, and there shall be reasonable increases for each year thereafter. In no event shall the minimum rent for any lease year of any additional period be less than the minimum rent due for the lease year immediately preceding the period to be adjusted. If the Tenant elects to exercise an option hereunder, it shall do by giving the Landlord written notice of such election at least three (3)months before the beginning of the additional period for which the term hereof is to be extended by the exercise of such option. If the Tenant gives such notice, the term of this Lease shall be automatically extended for the additional period of years covered by the option so exercised without execution of an extension or renewal lease. 30. MISCELLANEOUS Liens. The Tenant shall not permit mechanics', materialmen's or other liens against the Lease Premises in connection with any labor, materials, equipment, or services furnished, or claim to have been furnished. If any such lien shall be filed against the Lease Premises, Tenant shall cause it to be discharged at its sole cost and expense; provided, however, that if Tenant desires to contest any such lien, it may do so, so long as the enforcement thereof is stayed. In the event such a stay is obtained, Tenant shall obtain title insurance in the amount of the lien or liens (including interest and costs) for the benefit of Landlord should Landlord desire the same for any period during which a lien or liens exist on the Lease Premises. In such event Tenant shall, if necessary, pay required title insurer's requirements, pay escrow costs and fees, pay the attorneys' fees of Landlord, and sign indemnity agreements in favor of the title insurer. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or a partnership or a joint venture between the parties hereto, it being agreed that neither the method of computation of rents nor any other provision set forth herein nor any acts of the parties herein shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Representation. The Tenant acknowledges and agrees that it has not relied upon any statements, representations, agreements or warranties, except such as are expressed in this Lease. Amendments or Modifications. No amendment or modification of this Lease or any approvals or permission of the Landlord required under this Lease shall be valid or binding unless reduced to writing and executed by the parties hereto in the same manner as the execution of this Lease. Grammatical Changes. Wherever the words "Landlord" and "Tenant" are used in this Lease, they shall include "Landlords" and "Tenants" and shall apply to persons, both men and women, companies, partnerships and corporations. Wherever the words "mortgage" or "mortgages" are used herein the same shall be deemed to include a deed of trust or trust deed, and the word "lender" shall include a mortgagee of a mortgage or a beneficiary of a deed of trust or trust deed. All references to the term of this Lease shall include any extension of the term, except as otherwise provided. All references to Tenant shall include Tenant's guarantors, assignees or sub-lessees. All reference to the singular shall include the plural, and vice versa. Section Headings. The section headings are inserted herein only for convenience of reference and shall in no way define, limit or describe the scope or intent of any provisions of this Lease. Binding Effect. Subject to the provisions hereof, the benefits of this Lease and the burdens hereunder shall respectively inure to and be binding upon the heirs, successors, personal representatives and assigns of the parties. Force Majeure. Whenever a period of time is herein provided for either party to do or perform any act or thing, there shall be excluded from the computation of such period of time any delays due to strikes, riots, acts of god, shortages of labor or any cause or causes, whether or not similar to those enumerated, beyond the parties' reasonable control or the reasonable control of their agents, servants, employees and any contractor engaged by them to perform work, in connection with this Lease. Personal Property Taxes. Tenant shall pay before delinquency any personal property taxes attribute to the furniture, fixtures, merchandise, equipment, or other personal property situated on the Lease Premises. If any such personal property taxes are levied against the Landlord or Landlord's property, and if the Landlord pays the same (which Landlord shall have the right to do) of if the assessed value of Landlord's premises is increased by the inclusion therein of a value placed on such property, and if Landlord pays the taxes based on such increased assessment (which Landlord shall have the right to do), Tenant upon demand shall repay to Landlord the taxes so levied against the Landlord or the proportion of such taxes resulting from such increase in the assessment. Non-Waiver. No waiver of condition or covenant of this Lease by either party hereto shall be deemed to imply or constitute a further waiver by such party of the same or any other condition or covenant. No act or thing done by Landlord or Landlord's agents during the term hereof shall be deemed as acceptance or a surrender of the Lease Premises, and no agreement to accept such surrender shall be valid unless in writing signed by Landlord. The delivery of Tenant's keys to any employee or agent of Landlord shall not constitute a termination of this Lease unless a written agreement has been entered into with Landlord, of a lesser amount than the minimum monthly rent herein stipulated rent, nor shall any endorsement or statement or any check or any letter accompanying any check, or payment as rent, be deemed as accord and satisfaction, and Landlord shall accept such check for payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy available to the Landlord. If this Lease be assigned, or if the Lease Premises or any part thereof be sublet or occupied by anyone other than the Tenant, the Landlord may collect rent from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved, but no such collection shall be deemed a waiver of the covenant herein against assignment and subletting, or the acceptance of the assignee, sub-tenant, or occupant as tenant, or a release of the Tenant from the complete performance by the Tenant of the covenants herein contained on the part of the Tenant to be performed. Reimbursement of Attorneys' Fees and Costs. In the event either party takes legal action against the other in order to enforce the terms of this Lease, the party in whose favor final judgment is entered shall be entitled to recover from the other party its reasonable attorneys' fees and costs. Short Form Lease and Notice to Mortgagee. The Landlord and the Tenant agree not to place this Lease of record, but upon the request of either party to execute and acknowledge so, the same may be recorded as a short form lease indicating the names and respective addresses of the Landlord and Tenant, the Lease Premises,the lease term and options for renewal, if any, but omitting rent and other terms of this Lease. Tenant agrees to an assignment by Landlord of rent and of the Landlord interest in this Lease to a mortgagee, if the same be made by Landlord. Tenant further agrees that Tenant will give to said mortgagee a copy of any request for performance by Landlord or notice of default by Landlord; and in the event Landlord fails to cure such default, the Tenant will give said mortgagee a reasonable period in which to cure the same. Said period shall begin with the last day on which Landlord could cure such default, before Tenant exercise any remedy by reason of such default. Changes in Provisions of Lease; Lender-Insurer Documents. It is understood that in order to construct the Building on the leased premises and to complete the improvements thereon, Landlord must obtain financing from a lender. Tenant agrees to make any modifications in the terms and provision of this Lease, if not relating to amounts of monies to be paid by Tenant, in order to comply with any request of such lender, and to execute such documents as are necessary to obtain financing and insurance. Estoppel Certificates. At any time and from time to lime but within ten (10) days after prior written request by Landlord, Tenant will execute, acknowledge and deliver to Landlord, promptly upon request, a certificate certifying (a) that this Lease is unmodified and in full force and effect or, if there have been modifications, that this Lease is in full force and effect or, if there have been modifications, that this Lease is in full force and effect, as modified, and stating the date and nature of each modification, (b) the date, if any, to which rent and other sums payable under this Lease have been paid, (c) that no notice has been received by Landlord of any default which has not been cured, except as to defaults specified in said certificate, and (d) such other matters as may be reasonably requested by Landlord. Any such certificate may be relied upon by any prospective purchaser or existing or prospective mortgagee or beneficiary under any deed of trust of the Building. Easements. The Landlord shall have the right to grant any easements on, over, under and above the Lease Premises for such purposes as Landlord determines, provided that such easements will not materially interfere with Tenant's business. Holding Over. In the event that Tenant remains in possession after the expiration of this Lease, without execution of a new Lease, Tenant shall be deemed to occupy the Lease Premises as a tenant from month-to-month, subject to all conditions, provision and obligations set forth herein insofar as the same are applicable to a month-to-month tenancy. Time is of the Essence. Time is of the essence hereof and each party shall perform its obligations and conditions hereunder within the time hereby required. Unenforceability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease,then and in that event it is the intention of the Parties hereto that the remainder of this Lease shall not be affected thereby, and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as a part of this Lease a clause or provision as similar in terms to such illegal, invalid or unenforceable clauses or provision as may be possible and be legal, valid and enforceable. Rights and Remedies. The remedies of the Landlord shall be cumulative, and no one of them shall be construed as exclusive of the other, or any remedy provided by law. The rights and remedies provided hereunder shall survive the termination of this Lease. Financial Statements. Tenant and any guarantors of Tenant's obligations hereunder shall provide their most recent financial statements (s) including statements of income and expense and statements of net worth within fifteen (15) days following the request of Landlord. Landlord may request said statements once during any year. Said statements shall be verified as being true and correct. Limitation of Landlord Liability. In no event shall Landlord be liable to Tenant for any failure of any other tenant in the Lease Premises to operate its business. Notwithstanding anything to the contrary provided in the Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Landlord, that there shall be absolutely no personal liability on the part of Landlord, its successors, assigns, legally appointed representatives, or any mortgages in possession (for the purposes of this paragraph collectively referred to as ("Landlord") with respect to any of the terms, covenants and conditions of this Lease, and that Tenant shall look solely to the equity of Landlord in the Lease Premises of which the Lease Premises are a part for the satisfaction of each and every remedy of Tenant in the event of any breach by Landlord of any of the terms, covenants and conditions of this Lease to be performed by Landlord, such exculpation of liability to be absolute and without any exception whatsoever. FROM : SRNDGURL AGENCIES FAX NO. : 3034583935 Jan. 07 2063 01:56PM P3 gxecution of Related Documents. On the execution of this Lease, Tenant shall also execute and tender to Landlord a statement regarding the lease of personal property suitable for filling with any statement agency to evidence such lease of the Assets. Fzhibits and Addenda. The following Exhibits and Addenda attached to this Lease are incorporated herein and made a part hereof by this reference: a. Addendum (Rent Schedule). In the event that any Exhibits and/or Addenda mentioned in this Lease are not attached hereto,the intention to omit them shall be conclusively presumed and their absence shall not vitiate this Lease. Landlord Finish. Tenant accepts the leased premises in."as is" condition. IN WITNESS WHEREOF,the parties hereto have executed this Lease the day and year first above written in duplicate copy. LANDLORD: TENANT: %t 4 G sVA� Mary Si $ s Teodulo Varela,President(Teodulo Varela, Inc.) FROM : SANDOVAL AGENCIES FAX NO. : 3034583935 Jan. 07 2003 01:56PM P4 ADDENDUM (CONINGENCY) Pertaining to Section 2"Terms": It is agreed by both the landlord and Tennant that this lease will become void if Tennant fails to receive the nececcnry approval for obtaining its own liquor license. ADDENDUM (Rent Schedule) Period Monthly Minimum Rent January 1, 2003 through December 31, 2007 $5,000 FROM : SANDOt _ AGENCIES FAX NO. : 3034583935 Jan. 07 2003 01:57PM P5 BUSINESS OPPORTUNITY BUY&SELL AGREEMENT THIS AGREEMENT,made and entered into this 3 day of 1;40 Iy 20(13 by and between Teodulo Varela,Inc.,hereinafter referred to as the"PURCHASER" and Sipres Lounge,Inc. hereinafter referred to as "SELLER".WHEREAS,the SELLER is the owner of the business being operated under the name of Sipres Lounge located at 1490 WCR 27,Brighton, CO 80603,and the SET.T desires to sell to the PURCHASER all of his rights,titles,and interest in and to said business (does not include real estate),including all furniture,fixtures, equipment, signs, and goodwill used in and for said business,and the PURCHASER is willing to buy the same on the terms and conditions hereinafter provided. Purchase price shall be One Hundred Thousand Dollars,($100,000). NOW,THEREFORE, it is mutually agreed as follows: 1.The SELLER shall sell and the PURCHASER shall purchase, free from all liabilities and encumbrances,the said business owned and operated by the SELLER at the premises located at 1490 WCR 27,Brighton,CO 80603 including the goodwill as a going concern, the fixtures,furniture,equipment,and signs,including but not limited to all items listed in Exhibit"A" (Asset list)for the entire purchase price of$100,000,including inventory. PURCHASER shall pay$60,000 in cash or cashiers check of certified funds at the time of closing,which amount shall be adiusted by prorations to the date of closing. The balance of the purchase price shall be paid by a promissory note in the principal sum of $40,000,payable in regular monthly installments of$792.05. First payment due 30 days after closing and on the same day each month thereafter until paid in fhll.Payment to include principal and interest at the rate of 7%per annum on the unpaid balance, said note to be paid in full 5 years from date of execution thereof. The promissory note shall be secured by a Security Agreement and Financing Statement covering furniture, fixtures, machinery,motors. vehicles. equipment,signs,non compete licenses any). inventory, goodwill and trade name used in and for the said business. The promissory note shall provide that it may be prepaid at any time after closing in any amount without penalty 2. SELLER reserves the right to reject the credit and financial condition of Purchaser,and return earnest money deposit and terminate contract. Financial information on Purchaser shall be furnished to seller within three days after acceptance of this contract,and approved or disapproved in writing five business days after receipt of information. 3. The SELLER shall comply with all the provisions of the Colorado law and any and all laws which are applicable or may be required to insure a valid and effective transfer of the business and the enumerated assets as contained in and provided for under this Agreement. FURNITURE AND FIXTURE LIST (EXHIBIT "A")TO BE ATTACHED UPON ACCEPTANCE OF THIS CONTRACT. 4. The closing shall take place at: to be determined by SELLER on or before January 15, 2003, or as soon thereafter as all conditions can be fulfilled. At the time of closing, all keys to the same premises, the bill of sale and other instruments of transfer of the said business and the property thereof shall be delivered by the SELLER to the PURCHASER, and the monies to be paid hereunder shall be paid by the PURCHASER. Upon completion of the said payment and the said transfer, the said sale shall be effective and the PURCHASER shall have possession of the said business. 5. The parties hereto agree to execute any and all documents that may be necessary to carry out the terms of the Agreement. The SELLER covenants with the PURCHASER that all of the assets specified in the assignment to be delivered at the closing will transfer to the PURCHASER, all the assets specified in the inventory free of all encumbrances, except: _none , and said bill of sale and documents of assignment will contain the usual warranties and affidavit of title. 6. Prior to closing or from the proceeds of the closing the SELLER shall pay all taxes of the business so that the same shall be fully paid and current at the time of closing. The payment of said taxes shall include all taxes to the United States Government, the State of Colorado, the County of Weld, and the City of Brighton, and shall include, although not necessarily to be limited to, sales tax, use tax, withholding tax, personal property tax, income tax, FICA, unemployment taxes and workmen's compensation. The business shall be free of all liens, EXCEPT none • 7. The SELLER warrants to the PURCHASER that all of the assets being sold hereunder are in good working order and will be in good working order on the day of closing. Further, the SELLER agrees not to dispose of any assets of the business from the date of this contract to the date of closing. PURCHASER may, at his sole expense and option, conduct a complete mechanical inspection within _5 days after both parties have signed this agreement. 8. Any addendum which are attached to this Agreement are incorporated herein by reference and made an integral part hereof. 9. Prior to closing, a physical walk through and inspection of the assets and stock in trade shall be taken by the PURCHASER and SELLER. The actual inventory will be taken on the day prior to closing by the PURCHASER and SELLER together, and at closing. 10. The SELLER agrees to pay to Sipres Lounge, Inc. at the time of closing. 11. This agreement is specifically contingent upon the PURCHASER obtaining the following: a) All necessary licenses for the continued operation of said business. PURCHASER agrees to make application to the appropriate authorities for such approval and shall diligently pursue such application by furnishing and filing all information and documents required by such authorities. b) Commercial lease agreement (with option to buy) for the building, located at 1490 WCR 27, Brighton, CO 80603) with the owner (Mary Sipres). 12. Evidence of the approval of such authorities shall be a condition precedent to the obligations of the PURCHASER hereunder. PURCHASER shall receive full cooperation from the SELLER in this matter. An automatic extension of not more than fifteen (15) days is hereby agreed to by the parties hereto if the only unfilled conditions hereunder are the transfer of any necessary licenses. 13. It is not intended by the parties that the accounts receivable of the SELLER be sold or assigned to the PURCHASER, and the PURCHASER agrees to deliver to the SELLER and all mail or payments received by the PURCHASER after the date closing which are intended for the SELLER. 14. Any allocation of the purchase price between tangible goods such as fixtures, and intangibles such as goodwill, shall be negotiated, if desired, between the parties hereto,but no such allocation, or failure to arrive at any allocation, • shall affect the validity of this contract nor effect the obligation of each party to complete this contract. 15. All warranties, covenants and representations made by the parties to this Agreement shall survive the closing. 16. The business will be conducted by the SELLER up to the date of closing according to and conforming with all laws, rules and regulations of the city, state and federal government. Up to the date of closing the SELLER will operate and maintain his business in the ordinary course, will not violate the terms of any lease or contract connected with the business, will not remove or cause to be removed any stock-in-trade except as it may be consumed in the regular course of trade, and will not increase the compensation payable to any of the employees of the business. 17. SELLER assumes all risk of the regular financial responsibilities of the business fully, up the date of closing. The SELLER assumes all risk of loss, destruction or damage due to fire or other casualty up to the time of closing. 18. Time is of the essence hereof, and if any payment or other condition hereof is not made, tendered, or performed by either the SELLER or PURCHASER as herein provided, then this agreement, at the option of the party who is not in default, may be terminated by such party, in which case the non-defaulting party may recover such damages as may be proper. 19. In the event of such default by the PURCHASER, and the SELLER elects to treat the contract as terminated, than all payments made hereunder shall be forfeited and retained on behalf of the SELLER and SELLER'S Agent provided, however, that in such event any payments so retained shall be divided between the SELLER and Seller's Agent, broker herein. In the event, however, the non-defaulting party elects to treat this contract as being in full force and effect, then nothing herein shall be construed to prevent its specific performance. Once all conditions have been satisfied,the obligations of the parties may be specifically enforced by either party as long as that party is not in default hereunder. In the event of a dispute between the parties resulting in a civil case being filed, the successful party shall receive an award that includes his reasonable attorney's fees and costs incurred. 20. As time is of the essence, in the event the SELLER fails to approve this instrument in writing on or before January 15, 2003, then this contract, at PURCHASER'S option shall be void and of no effect and each party hereto shall be released from all obligations hereunder and the payments made hereunder shall be returned forthwith to PURCHASER. Any such termination or cancellation shall be in writing, delivered to the SELLER and herein. 21. Upon approval hereof by the SELLER, this agreement shall become a contract between SELLER and PURCHASER and shall inure to the benefit of the heirs, successors and assigns of said parties, and shall survive the date of the closing. 22. ADDITIONAL PROVISIONS: SELLER TO FURNISH A FURNITURE& FIXTURE INVENTORY UPON ACCEPTANCE OF THIS CONTRACT. 23. Credit,reductions, and adjustments for ongoing expense such as Personal Property Tax, Rent, Work in progress, Security Deposit, and similar items shall be prorated to closing date. 24. COMPANY DEPOSITS: Any and all amounts currently on deposit for the benefit of the business such as security deposits, utility service, insurance, etc. are and shall remain the sole property of the SELLER and are not included as part of this transaction. PURCHASER shall, effective with the closing, deposit such amount as necessary to continue the operation of the business. 25. PURCHASER agrees NOT to encumber, pledge, or sell any of the business assets or lease, without having first obtained written consent of the SELLER. SELLER has 30 days to respond in written form. 26. This agreement is expressly contingent on the happening of the following or as otherwise stated in this agreement: A. All necessary agency approvals. B. The complete and successful transfer of any license which shall not be restricted by any suspension terms, into the name of the PURCHASER. C. Commercial Lease Agreement with buildings owner. D. SELLER and PURCHASER agree to keep this agreement and terms confidential from suppliers, employees, and clientele until the day of closing. E. PURCHASER'S approval of the mechanical condition of all equipment purchased. 27. In the event of damage or destruction of the business premises in excess of two thousand dollars ($2,000.00) after this document has been signed by both parties, but before the closing, this agreement shall become null and void, unless mutually agreed upon by both parties. 28. SELLER shall indemnify and hold PURCHASER harmless against any and all claims of any person or entity, for performance or the lack of such,prior to the date of closing. PURCHASER agrees to accept full financial responsibility for the business and all claims incurred after the date of closing. REPRESENTATION AND WARRANTIES OF THE PARTIES. THE SELLER HEREBY WARRANTS AND REPRESENTS THE FOLLOWING: A. SELLER has the title now, and will have such on the date of the closing, to all the furniture, fixtures and equipment, name and all assets of the business. B. That all outstanding debts prior to the closing will be paid for prior to or from the proceeds of the closing. C. That there are no outstanding leases, rentals, purchases or any signs, equipment, or vehicles or any other assets being transferred unless same is noted on the furniture and fixtures inventory attached. D. He warrants that the business is in good standing under all federal, state, and local laws. E. He warrants that he has no knowledge of any actions, proceedings, claims, or investigations against the name or business herein described. F. SELLER warrants that there are no collective bargaining agreements amongst the employees and there is no knowledge of such. G. SELLER will not incur prior to closing, liabilities, debts or other obligation, except the normal course of business, in regard to the business without notifying the PURCHASER fully. THE PURCHASER HEREBY WARRANTS AND REPRESENTS THE FOLLOWING: A. PURCHASER has the financial ability to purchase, execute and deliver under the terms of this agreement as written. Also, PURCHASER represents and warrants to SELLER that PURCHASER has full power and authority to enter into this agreement. B. PURCHASER understands and acknowledges that no one is acting as the agent of the PURCHASER. PURCHASER represents that they have not employed any broker or entered into any agreement for the payment of any fees, compensation, or expenses to any person, firm, or corporation in connection with this transaction. C. PURCHASER further understands and acknowledges that any representations which may have been made by the SELLER regarding the business or an investment in the business were made without any participation or acknowledgement by Sandoval Agencies, Inc. and that company shall bear no responsibility for any such representation. D. PURCHASER understands that all necessary licenses and permits will be current and in good standing for the length of the promissory note term and Commercial Lease terms. E. PURCHASER understands and acknowledges that business (nightclub and/or restaurant) cannot be sold or leased to anyone without written permission from the SELLER for the period of the promissory note (5 years). The liquor license that PURCHASER obtains to comply with this agreement will not be transferred and/or sold to any person, firm, corporation for a period of 5 years and or commercial lease term, whichever is longer. ALLOCATION OF BUSINESS PURCHASE PRICE: FURNITURE, FIXTURES & EQUIPMENT $ GOODWILL $ LEASEHOLD IMPROVEMENTS $ BUSINESS TRADE NAME $ FROM : SANDOVAL AGENCIES FAX NO. : 3034583935 Jan. 07 2003 01:57PM P6 • 29. SELLER agrees and acknowledges that it is the SELLER'S responsibility to determine the financial condition or credit worthiness of the PURCHASER and has been advised to seek legal counsel in this determination and will do so to the extent of PURCHASER'S desires. Broker assumes no responsibility for the credit worthiness of the PURCHASER. 30. SELLER without cost to PURCHASER shall familiarize and acquaint PURCHASER with all material aspects of the business from the close of the sale for a period of two months(ending February 28,2003),during normal business hours,IF PURCHASER DESIRES. 31.The invalidity of any provision of this agreement shall not hinder or impair the validity of any of the provisions. 32. This agreement shall be construed and interpreted in accordance with the law of the State of Colorado. 33. Upon acceptance of the offer by the SELLER,PURCHASER shall conduct a UCC-1 search to determine any recorded liens, except set forth herein that might be in existence against the business or any of its assets. ABOVE CONDITIONS ARE HEREBY APPROVED AND ACCEPTED: THE UNDERSIGNED PURCHASER EXPRESSLY ACKNOWLEDGES FULLY READING,AND UNDERSTANDING AND RECIEVING A TRUE COPY OF THIS DOCUMENT. Teodulo Varela,President of Teodulo Varela,Inc. (PURCHASER) SELLERS ACCEPTANCE I(we)accept the foregoing offer and agree to sell the above described business and assets on the terms and conditions of the foregoing Contract. DATES AND ACCEPTED ON THIS 3 day of a/Omni 2443_ at° ) \-1OMary tp sident �p Lounge,I c. - h MJM : SANDOVAL RGENC I ES FRX NO. : 3034583935 Jan. 07 2003 01:58PM P8 • January 03,2003 Clerk to the Board 915 Tenth Street Greeley,CO 80632 Subject Transfer of Liquor License Ownership(from Sipres Lounge, Inc.to Teodulo _ Varela, Inc.) Dear Board: This letter serves as an explanation as to how Teodulo Varela,Inc.will obtain sufficient funds for the purchase of the business opportunity from Sipres Lounge,Inc. Teodulo Varela and Irma Varela will personally loan Teodulo Varela,Inc.the$60,000 (sixty thousand dollars)to purchase the business opportunity. Please see attached board minutes documenting acceptance of the loan by the board of directors. Please let us know if you have any questions or need additional information. Call us at 303-363-8938. Thank you, FROM : SANDOVAL AGENCIES FAX NO. 3034583935 Jan. 07 2063 01:59PM P9 • Minutes of Meeting of the Shareholders of Teodulo Varela,Inc. • Date of Meeting: January 3,2003 Place of Meeting 789 Emporia Street,Aurora,CO 80010 In Attendance:. Teodulo Varela(President),and Irma Varela(Secretary) Present were Teodulo Varela and Irma Varela,constituting a quorum of the•Directors. Upon motion duly made,seconded and carried unanimously,it was • RESOLVED to accept a business loan of$60,000 from Teodulo Varela and Irma Varela. Terms of the loan will be for 5 years at a rate of 7%per annum. It was also agreed that the Loan proceeds of$60,000,in its entirety,will be used for purchasing the business opportunity from Sipres Loµuge, Inc. (per the Business Opportunity Buy& Sell Agreement). Funds will be dispersed at the time of closing. There being no further business,the meeting was adjourned. 7.44:744 61,-XesVA Teodtilo Varela,President Iiir"Irma Varela, Secretary/Treas. SIPRES LOUNGE, INC. Furniture and Equipment Inventory Listing As of 12/30/02 Furniture: 36—Tables 2—Long Tables 2—Tall Tables 125 —Chairs 24—Bar Stools 3 —High Back Stools 7—Bar Stools connected to Bar 6— Single Booths 5 —Double Booths Equipment: 1 —Icemaker 1 —Beer Cooler 3 —Cash Registers 1 —Used Beer Cooler (in gazebo) 1 —Pool Table 1 —Deep Rock Water Cooler Cameras and Monitors for Outside Parking Lot 2—Clocks in Bar 1 —Stainless Steel Refrigerator 1 —Gas Range 1 —Cabinet (white) 1 —Microwave (small) Miscellaneous: 50—Pop Glasses (plastic) 43 —Rocks Glasses 74—Ashtrays Promissory Note (Equal Monthly Installments, All Principal and Interest Paid) 1. Names. Borrower: Teodulo Varela, Inc. Lender: Sipres Lounge, Inc. 2. Promise to Pay. For value received, Borrower promises to pay Lender$ 40,000 and interest at the yearly rate of 7% on the unpaid balance as specified below. 3. Monthly Installments. Borrower will pay 60 monthly installments of$792.05 each. 4. Date of Installment Payments. Borrower will make an installment payment on the 1st day of each month beginning Februray, 2003 until the principal and interest have been paid in full. 5. Application of Payments. Payments will be applied first to interest and then to principal. 6. Prepayment. Borrower may prepay all or any part of the principal without penalty. 7. Loan Acceleration. If Borrower is more than 5 days late in making any payment, Lender may declare that the entire balance of unpaid principal is due immediately, together with the interest that has accrued. 8. Security. [ ] This is an unsecured note. [X] Borrower agrees that until the principal and interest owed under this promissory note are paid in full, this note will be secured by a security agreement and Uniform Commercial Code Financing statement giving Lender a security interest in the equipment, fixtures, inventory and accounts receivable of the business known as Teo's Lounge and Grill. [ ] Borrower agrees that until the principal and interest owed under this promissory note are paid in full, this note will be secured by the mortgage/deed of trust covering Promissory Note www.nolo.com (Equal Monthly Installments,All Principal and Interest Paid) Page 1 the real estate commonly known as and more fully described as follows: 9. Collection Costs. If Lender prevails in a lawsuit to collect on this note, Borrower will pay Lender's costs and lawyer's fees in an amount the courts finds to be reasonable. 10. Entire Agreement. This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. 11. Successors and Assignees. This agreement binds and benefits the heirs, successors and assignees of the parties. 12. Notices. All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: (1) in person, (2) by certified mail, or (3) by overnight courier. 13. Governing Law. This agreement will be governed by and construed in accordance with the laws of the state of Colorado. 14. Modification. This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced. 15. Waiver. If one party waives any term or provision of this agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time. 16. Severability. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable. Promissory Note www.nolo.com (Equal Monthly Installments,All Principal and Interest Paid) Page 2 Dated: Name of Business: , a By: Printed Name: Title: Address: Promissory Note www.nolo.com (Equal Monthly Installments,All Prindpal and Interest Paid) Page 3 Coto 1\ 1' •Q5ti� 1. , � STATE ' ' - RADO /8- DEPARTMENT OF STATE CERTIFICATE I, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ACCORDING TO THE RECORDS OF THIS OFFICE TEODULO VARELA, INC. (COLORADO CORPORATION) FILE # 20021359403 WAS FILED IN THIS OFFICE ON December 27, 2002 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. Dated: December 27, 2002 /Salta Lejatnc-"I SECRETARY OF STATE 3 • W • 20021359403 C $ 50.0O V ARTICLES OF INCORPORATION SECRETARY OF STATE 12-2'-2002 12:49: 12 Pursuant to Section 7-102-102, Colorado Revised Statutes, the individual named below causes these Articles of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as follows: 1. The name of the corporation is Teodulo Varela, Inc. 2. The corporation is authorized to issue 1,000 shares of common stock. 3. The street address of the corporation's initial registered office and the name of its initial registered agent at that office are: 789 Emporia Street, Aurora, CO 80010. Registered Agent Name: Teodulo Varela 4. The address ofthe corporation's initial principle office is: 789 Emporia Street,Aurora,CO 80010. 5. The name and address of the incorporator is: Name: Teodulo Varela Address: 789 Emporia Street, Aurora, CO 80010. 6. If applicable, these articles are to have a delayed effective date of N/A. 7. The(a)name or names, and(b)mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are: Teodulo Varela, 789 Emporia Street, Aurora, CO 80010. ACTION WITHOUT MEETING IN LIEU OF THE ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS OF TEODULO VARELA, INC. The undersigned, constituting all of the members of the Board of Directors and all of the Shareholders of Teodulo Varela, Inc., a Colorado corporation (the "Corporation"), in accordance with Section 7-108-202 and 7-107-104 of the Colorado Bnainecs Corporation Act,hereby waive any and all notice that may be required to be given with respect to a meeting ofDirectors or Shareholders of the Corporation, and do hereby take, ratify, confirm, and approve the following actions by this written consent: The following resolutions are hereby adopted: 1. The Articles of Incorporation filed with the Secretary of State of the State of Colorado on December 26th, 2002, are adopted as the Articles of Incorporation of the Corporation. It is further resolved that the Corporation proceed to do business under the Articles of Incorporation immediately and that any business previously conducted on behalf of the Corporation is hereby ratified, confirmed and approved. 2. The following persons are appointed to the office opposite their respective names to serve until the next annual meeting and until their successors are chosen and qualified: Teodulo Varela President Irma Varela Secretary and Treasurer 3. The form of share certificate adopted by the incorporators is hereby approved and adopted. 4. The officers of the Corporation are hereby authorized and directed to procure the proper Corporation books and to employ accountants for the purpose of setting up and maintaining the books of the Corporation as well as to file all necessary federal and state returns. 5. Upon receipt of the consideration for the shares so subscribed,this Corporation shall issue 100 shares of its no par value stock to the following person in the amounts set opposite its name,for the consideration set forth below, consisting of money paid, labor done and necessary to the Corporation, or property actually received, and valued in the judgment of the Directors as follows: TO BE ISSUED TO SHARES CONSIDERATION Teodulo Varela 51 $51.00 Irma Varela 49 $49.00 Upon receipt of payment for such shares, the officers of this Corporation are directed to do all necessary and appropriate acts for the issuance of such shares. 6. The Corporation shall adopt the calendar year ending December 31st as its fiscal year. 7. The officers of the Corporation are hereby authorized and directed on behalf of the Corporation to make and file such certificates, reports, and other statements as may be required by law to be filed in any state, territory, or dependency of the United States, or in any foreign country in which said officers shall find it necessary or expedient to file the same,to authorize the Corporation to transact business in such state,territory, dependency, or foreign country. Further,the officers are hereby authorized to revoke any such appointment and to take such other action as they may deem necessary or advisable to terminate the authority of the Corporation to do business in any state, territory, dependency or country. 8. The corporate officers are authorized to open checking_and savings accounts at such banking and savings and loan institutions as they determine, in their discretion, and the proper resolutions required by such bank or banks for the borrowing of money and the signing of checks or drafts are adopted. 9. The location of the principal office and business of the Corporation shall be determined by the officers of the Corporation as they may from time to time determine desirable and in the best interests of the Corporation. 10. The Corporation is hereby authorized to obtain such loans from its officers and from lending institutions as may be necessary to carry on the business of the Corporation. 11. The officers of the Corporation are hereby authorized to pay all fees and expenses incident to and necessary for the organization of the Corporation including any incidental costs related to the meetings of the Board of Directors. 12. The officers of the Corporation may pay to the employees of the Corporation a salary commensurate with their work and contribution to the Corporation. The officers of the Corporation are hereby authorized to enter into employment agreements with employees of the Corporation as they deem advisable. - 13. The officers of the Corporation, either together or alone, may make such purchases and enter into such agreements as either of them may deem necessary for the carrying on of the day-to- day business of the Corporation. 14. The officers of this Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process and to designate and change the location of all necessary statutory offices. 15. The officers of the Corporation are hereby authorized to do all such other acts and things as may be incidental to the authority and powers hereinbefore given. 16. Teodulo Varela and Irma Varela are hereby elected as the sole directors of the Corporation. 17. The stock issued by the Corporation shall be issued under Section 1244 of the Internal Revenue Code of 1986, as amended, and the Corporation shall take whatever steps are necessary to assure qualification as a small business corporation under the provisions of Section 1244 of the Internal Revenue Code, as amended. The undersigned, being the sole Shareholders and Directors of Teodulo Varela, Inc. hereby consent to, approve, and adopt the foregoing action on December 26th, 2002. Teodulo Varela, S eholder and Director Var Shareholder and Director COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division 1881 Pierce Street Lakewood, CO 80214 June 2001 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 Application are: ® 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 0 Applicant ❑ Applicant will assume full responsibility for payment of the outstanding accounts as listed above. 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 7/ day of 7a n , 200 3 „, � _ .. X47--Cs 'e-I:n Licensee ( ler) - 2 Applicant (Buyer) cQ — 2003 /72,/c3 Date Date LIST OF OFFICERS Teodulo Varela, Inc. Name of Officer Title Teodulo Varela President (Principal Officer) - Irma Varela Secretary and Treasurer LIQUOR/BEER RENEWAL REVIEW FORM Date: January 13, 2003 TO: Deputy Wiemers FROM: Kim Fliethman SUBJECT: Liquor License Check In accordance with the new 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 renewal of the liquor and/or beer license. PLEASE RESPOND NO LATER THAN: JANUARY 27, 2003 ESTABLISHMENT: TEODULO VARELA, INC. DBATEO'S LOUNGE AND GRILL 1490 WELD COUNTY ROAD 27 BRIGHTON, CO 80603 Current license expires: SEPTEMBER 4, 2003 No concerns �� / x•\ `'" 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 at Extension of the date and time of the Board of Commissioner's renewal hearing. MEMORANDUM To: Esther Gesick, Deputy Clerk to the Board January 20, 2003 EEC. From: Bethany Salzman, Zoning Compliance Officer, Dept. of Planning Services - COLORADO Subject: LC0028 Review of the following liquor license renewal by the Department of Planning Services shows the following: Teodulo Varela, Inc. dba Teo's Lounge and Grill 1490 Weld County Road 27 Brighton, Colorado 80603 Zone District: A (Agricultural) This use has existed prior to zoning and a Nonconforming Use File(NCU-80), has been set up by the Planning Department. No violations are occurring on the property at this time. 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'0urelbiitris limited tu$1 Unitise you danereahigaer„in.See back for aMii. ed`UieDnIV Questions?Call 1.800•Go•FedExe(800-463-3339) 8 Release Signature ne.m n «ry wr m�mg g,apm Visit our Web site et www.fedee.com INS Il ay.and in our ulrteaSeric Gllide,rWding eree tote Service ermesrhaterwaauk'shifty Ollie real 6y igmingy°ueuln°rueu.mee[verdia Slign.M nienmmWi 359 0095378134 ea°°rurn"'del""Man MM es MmdeMinn n"°°'a"°°"°.w rnulaipcbim. Say le•Ies tW r1/90•PestreS4E3S•OITA-90frers•PIWIrEPS IN NSA• 'MODULO F VARELA 1067 IRMA M DE VARELA PH.303-363-8938 789 EMPORIA ST. i 23-7501/3020 AURORA,CO 80010 PAYTO'tHE � $1. 0,2 �j ORDER Oi /) �( \ra(/// 44--- I $ /�1�y q 8��..., olf-477114".3-7i741e1-Airt442d-of 4-1-01:74C/froottAns• el iiiiii:in a BELLCOP 'x FOR �LL�✓ / • Hello