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Home My WebLink About941174.tiffFINDINGS AND RESOLUTION RE: FINDINGS AND RESOLUTION CONCERNING APPLICATION OF DEL CAMINO, INC., DBA LAS CARRETAS DEL CAMINO, FOR HOTEL AND RESTAURANT LIQUOR LICENSE, AND AUTHORIZATION FOR CHAIRMAN TO SIGN The application of Del Camino, Inc., dba Las Carretas Del Camino, 10763 Turner Boulevard, Longmont, Colorado 80504-9578, for a Hotel and Restaurant Liquor License, came on for hearing on the 28th day of November, 1994, at 9:00 a.m., and the Board of County Commissioners of Weld County, Colorado, having heard the testimony and evidence adduced at said hearing, having considered the testimony, evidence and remonstrances filed with said Board, and having carefully weighed the same, now makes the following findings: 1. The evidence discloses that the applicant has sustained the burden of proof as to the desires of the inhabitants. 2. The applicant is of good character and reputation. 3. The applicant has proven the reasonable requirements of the neighborhood. RESOLUTION 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, the Board has considered the application of Del Camino, Inc., dba Las Carretas Del Camino, 10763 Turner Boulevard, Longmont, Colorado 80504-9578, for a Hotel and Restaurant Liquor License, for the sale of malt, vinous and spirituous liquors for consumption by the drink on the premises only, and WHEREAS, said applicant has paid to the County of Weld the sum of $450.00 for the hearing fee, in addition to the other required fees, and WHEREAS, due to the Findings of the Board of County Commissioners in this matter as stated herein, the Board deems it advisable to approve said application for a Hotel and Restaurant Liquor License for Del Camino, Inc., dba Las Carretas Del Camino. 941174 CC; Las(arre/ 5o LC0042 RE: HOTEL AND RESTAURANT LIQUOR LICENSE - LAS CARRETAS DEL CAMINO PAGE 2 NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that having examined said application, the qualifications of the applicant, and the testimony of those present at the hearing, does hereby grant License Number 95-04 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 the Board does hereby authorize and direct the issuance of said license by the Chairman 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 January 31, 1996, 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. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 28th day of November, A.D., 1994. BOARD OF COUNTY COMMISSIONERS LD COUNTY, COI}ORA ATTEST. Weld County Clerk to the Board BY: /'4-4`C.il:, 7 Deputy Clerk to the Board APP • D AS TO ounty Att `e? ;SAi 4u (; ,e - 7tarbara J. Kirkmeye ,, Pro -T/{/ zcz e E Baxter e9 G Constance L. Harbert viii W. H. Webster pi) IF 941174 LC0042 THIS LICENSE MUST BE POSTED. IN PUBLIC VIEW DR 8402 11019 2) '. STATE OF -COLORADO DEPARTMENT OF REVENUE Liquor Enforcement Division ' 1375 Sherman Street Denver, Colorado 80261 ALCOHOLIC DEL CAMINO INC LAS CARRETAS DEL CAMINO 10763 TURNER BLVD 1 LONGMONT CO 80504-9578 BEVERAGE LICENSE Account Number Liability Information LICENSE EXPIRES AT MIDNIGHT County City Indust. Type Liability Date 06-17700-0000 07 206 5813 C 020195 JAN 31, 1996 Type Name and Description of License Fee 1970 2190 HOTEL AND RESTAURANT LIQUOR LICENSE - MALT, VINOUS, AND SPIRITUOUS COUNTY 85 PERCENT OAP FEE $ 50.00 $ 276.25 TOTAL FEE(5) This license is issued subject to the laws of the State of Colorado and especially provision of Title 12, Articles 46 or 47, CRS 1973, as amended. nontransferable and shall be conspicuously posted in the place above described. only valid through the expiration date shown above. Questions concerning be addressed to the Department of Revenue. Liquor Enforcement Division, Street, Denver, CO 80261. testimony whereof, I have hereunto set my hand. ME'i L" • , (. FEB 0 2 1995 din/tr.' Division Director Executive $ 326.25 under the This license is This license is this license should 1375 Sherman e( Dire for O O' H a 0 s 0_ 0 CH r-_ Cr J CJ cv L) 0 0 r bn h is 0 O C) C-1 U O - N .. n •-▪ • z W 0 v C c U 0n 0 rC) 3 H c [,C C o y yC y O U I ca U 4 , .0 r„ _U 0 Y N m W N ES ,20 C., o d u CT, c. 0 W P 9 0 y y — H 9C = 0- H H C" W G V. 0 9-2• 4 • 0 E = m b u y H H MM�Ct o - III y O w c Q 0.4 0 • cn 4 ^c aA co O .G H r O tA hw. .) v, 3 3tri 4-) r r rJ F m O 0 - 1• y 6 o P 387 471 666 RECEIPT FOR CERTIFIED MAIL NO INSURANCE COVERAGE PROVIDED NOT FOR INTERNATIONAL MAIL (See Reverse) DEL CAMINO, INC. DBA LAS CARRETAS DELCAMINO 10763 TURNER BLVD. LONGMONT, CO 80504-9578 PS Form 3800, June 1985 Certified Fee Special Delivery Fee Restricted Delivery Fee Return Receipt showing to whom and Date Delivered Return Receipt showing to whom. Dale. and Address of Delivery TOTAL Postage and Fees 5 Postmark or Date �--/Ct 7 Y ❑ Restricted Delivery m 0 co N 0a C O U dditional services. reverse of this form so 0 o c c o 0 m O a o 'm o E m L • E E 0 H a C O 0 m :am>° ai yo c o° E v a m m m cc a c m 0. a a m m C a 00 O o r - c6 -04-,4"C w .« C m m 0EEm¢' E E EJ OO ca 2 N a Y E m y J .o.wmc«mac ii m m d N ota O m _—> wE Wm«'E W UUa r, .1. co • • . F . a . C Q to 0 a T., m o oa cc m ro E,= 15 0 J o O m t2 ❑ ❑ ❑ m a > m Ha 0 L 10 0 y 5 y na m , .t 0 m ea w a❑ ❑ m d J d C O m 9 >\\9o0 w a o ma mm o mw m C co a� O Qm ro O a m N N m 0 Q 0 C Q M O z W —I • V <4,-1 H Hop C4 e4 O f1 E±1 V z rnF V 0'1 0 W TWO 80504-9578 LONGMONT, ui Signature (Agent) N W W 2 G DOMESTIC R m NOTICE DOCKET NO. 94-82 PURSUANT TO THE LIQUOR LAWS OF THE STATE OF COLORADO, DEL CAMINO, INC., DBA LAS CARRETAS DEL CAMINO, 10763 TURNER BOULEVARD, LONGMONT, COLORADO 80504, HAS REQUESTED THE LICENSING OFFICIALS OF WELD COUNTY, COLORADO, TO GRANT A HOTEL AND RESTAURANT LIQUOR LICENSE FOR CONSUMPTION BY THE DRINK ON THE PREMISES ONLY DATE OF APPLICATION: September 27, 1994 THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO, HAS DECLARED THAT THE NEIGHBORHOOD TO BE SERVED WILL BE AS FOLLOWS: All of Sections 2, 3, 10, 11, 14, and 15, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado THE HEARING ON SAID LICENSE WILL BE HELD IN THE FIRST FLOOR ASSEMBLY ROOM, WELD COUNTY CENTENNIAL CENTER, 915 10TH STREET, GREELEY, COLORADO, ON MONDAY, NOVEMBER 28, 1994, AT 9:00 A.M. ALL PERSONS WISHING TO TESTIFY REGARDING SAID HOTEL AND RESTAURANT LICENSE ARE ENCOURAGED TO ATTEND SAID HEARING. PETITIONS AND REMONSTRANCES MAY BE FILED IN THE OFFICE OF THE CLERK TO THE BOARD OF COUNTY COMMISSIONERS, LOCATED IN THE WELD COUNTY CENTENNIAL CENTER, 915 10TH STREET, THIRD FLOOR, GREELEY, COLORADO. DATED AT GREELEY, COLORADO, THIS 14TH DAY OF NOVEMBER, 1994. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO BY: DONALD D. WARDEN WELD COUNTY CLERK TO THE BOARD BY: SHELLY K. MILLER DEPUTY CLERK TO THE BOARD PUBLISHED: November 17, 1994, in the Windsor Beacon 941174 AFFIDAVIT OF PUBLICATION STATE OF COLORADO NOTICE DOCKET NO. 94-82 PURSUANT TO THE LIQUOR LAWS OF THE STATE OF COL- ORADO, DEL CAMINO, INC., DBA LAS CARRETAS DEL CAMINO, 10763 TURNER BOULEVARD, LONGMONT, COLORADO 80504, HAS REQUESTED THE LICENSING OFFICIALS OF WELD COUN- TY, COLORADO, TO GRANT A HOTEL AND RESTAURANT LIQUOR LICENSE FOR CON- SUMPTION BY THE DRINK ON THE PREMISES ONLY DATE OF APPLICATION: September 27, 1994 THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO, HAS DECLARED THAT THE NEIGH- BORHOOD TO BE SERVED WILL BE AS FOLLOWS: All of Sections 2, 3, 10, 11, 14, I end 15, Township 2 North, Range 88 West of the 6th P.M., Weld County, Caloredo THE HEARING ON SAID LICENSE WILL BE HELD IN THE FIRST FLOOR ASSEM- BLY ROOM, WELD COUNTY CENTENNIAL CENTER, 915 10TH STREET, GREELEY, COLORADO ON MONDAY, NOVEMBER 28, 1994, AT 9:00 ALL PERSONS WISHING TO TESTIFY REGARDING SAID HOTEL AND RESTAURANT LICENSE ARE ENCOURAGED TO ATTEND SAID HEARING. PETITIONS AND REMON- STRANCES MAY BE FILED IN THE OFFICE OF THE CLERK TO THE BOARD OF COUNTY COMMISSIONERS, LOCATED IN THE WELD COUNTY CEN- TENNIAL CENTER, 915 10TH STREET, THIRD FLOOR, GREELEY, COLORADO. DATED AT GREELEY, COL- ORADO, THIS 14TH DAY OF NOVEMBER, 1994. BOARD OF COUNTY COM- MISSIONERS WELD COUNTY, COLORADO BY: DONALD D. WARDEN WELD COUNTY CLERK TO THE BOARD BY: SHELLY K. MILLER DEPUTY CLERK TO THE BOARD Published In the Windsor Beecee on Nk,wMer 17, ss COUNTY OF WELD I, ROGER A. LIPKER, of said County of Weld, being duly sworn, say that I am publisher of WINDSOR BEACON a weekly newspaper having a general circulation in said County and State, published in the town of WINDSOR, in said County and State; and that the notice, of which the annexed is a true copy, has been published in said weekly for / successive weeks, that the notice was published in the regular and entire issue of every number of the paper during the period and time of publication, and in the newspaper proper and not in a supplement, and that the first publication of said notice was in said paper bearing the date of the_ day of 43 p 4 - A.D., 19 = and the last publication bearing the date of the day of A.D., 19_ and that the said WINDSOR BEACON has been published continuously rand uninterruptedly for the period of 5 consecutive weeks, in said County an: 5' •:-. prior to the date of first publication of said notice, and c. same is u newspaper within the meaning of an Act to regulate printing of legal n.:tices and advertisements, approved May 18, 1931, and all prior acts so far as in force. djty. ��18ISHER Subscribed and sworn to before me this / ,� ' day of �,c„ _ 191 NOTARY PUBLIC My commission expires -7944-7 7 , 941174 DR 8404 (02/91) C0L0RA0D0 DEPARTMENT OF REVENUE Liquor Enforcement Division 1375 Sherman St. Denver CO 80261 COLORADO LIQUOR LICENSE APPLICATION IMPORTANT: For those retail licenses described in Column A below, this application and all supporting documents must FIRST BE FILED IN DUPLICATE WITH. AND APPROVED BY, THE LOCAL LICENSING License Issued Through Use License Account No. (Expiration Date) I for all reference AUTHORITY (CITY, TOWN, COUNTY). Applications will not be accepted unless all applicable questions are fully answered, all supporting documents correspond exactly with the name of the applicant(s), and proper fees are attached. 1 You may attach LIABILITY INFORMATION separate sheets or addtional documents if necessary to fully complete this application. All documents must be typewritten or legibly printed in black ink. county ;-City Industry Type Liability Date Form DR 8404-I, Individual History Record' must be completed and filed in duplicate by the following: • Each applicant • Over 5% limited - FEE PAID partners • All officers/directors of a corporation • Managers Cash Fund .State . ...City County • All stockholders of a corporation not subject • Each person required to file form to the Securities and Exchange Act 1934 66.1 - 41-9 374 49.1 of DR 8404 -I must submit fingerprints • Over 5% stockholders of a corporation subject to the Local Licensing Authority. to the Securities and Exchange Act of 1934 • Please note: Fingerprints submitted will • All Limited Liability Company members and managers be used to check criminal history • All general partners records FBI '-' TOTAL ';-fl4gr Reg k-' Ext Hrs Ext Hrs with the and CBI NOTE: License status will not be 41.24 137.1 49-1 given over the telephone. License will be mailed by the Liquor Enforcement Division to the Local Licensing Authority upon issuance. ALL ANSWERS MUST BE PRINTED IN AI err INK OR TYPEWRITTEN APPLICANTS FOR BRAND NEW LICENSES, OR TRANSFERS OF OWNERSHIP MUST CHECK THE APPROPRIATE BOXES BELOW IN EITHER COLUMN A OR COLUMN B AND MUST ALSO CHECK EITHER BOX (18) OR (19). 41 - 9 (3) COLUMN A :STATE FEES 41 - 9 (3} COLUMN B STATE FEES 18 54 Application Fee for New License 6S450.05�Q 18 ❑ Application Fee for New License $450.00 19 0 Application Fee for Transfer of Ownership 450.00 19 ❑ Application Fee for Transfer of Ownership 450.00 20 LJ Retail Liquor Store License - City 202.50 20 0 Retail Liquor Store License - County 287.50 21 0 Liquor Licensed Drugstore • City 202.50 21 0 Liquor Licensed Drugstore - County 287.50 22 ■ Beer & Wine License - City 177.50 22 0 Beer & Wine License - County 262.50 26 0 Public Transportation License each $50.00 27 0 Manufacturers License -Brewery 275.00 28 ❑ Manufacturers License -Winery 275.00 29 7 Manufacturer's License -Distillery or Rectifier 1025.00 31 ❑ Wholesale Liquor License (Vinous & Spirituous) 1025.00 32 • Wholesale Beer License (Malt Liquor) 525.00 37 ■ Importers License (Malt Liquor) 275O0 38 0 Importer's License (Vinous & Spirituous Liquor) 275.00 43 0 Limited Winery License 45.00 44 U Nonresident Manufacturer's License (Malt Liquor) 275.00 23 dEr Hotel & Restaurant Lic. _ :' ►. County 326.2 24 ■ Hotel & Restaurant Uc. w/Optional Premises City 0 County 326.25 25 ■ Club License ❑ City ❑ County 135.00 40 0 Tavern License 0 City ❑ County 326.25 41 0 Arts License ■ City ❑ County 135.00 42 0 Racetrack License ■ City 0 County 326.25 45 O Optional Premises tic. ❑ City 0 County 326.25 • Extended Hours - Special License 170.00 1. Name of Applicant(s): If partnership, list partners' names (at least two); if corporation, name of corporation: DC/ C 4 �? /n Z/d (.• Date Ned a Local uthonty: watt 1a Applicant is a: XI Corporation In Indvidual ❑ Partnership • Limited Uab lity Company F.E.II..N..: O t -T i;34 7 // 2. Trade Name of Establishment: (DBA) t...,4.< Glalga'rG 7r' / (2.,42,-2r47) State Sales Tax No.: Lola' 7100000 Social Security No.: 3. Address of PremTises:(Spedy exact location of premises Diagram of premises must accompany this application.) � /07&3 75I-Il-er /3LLtd . Business Telephone: -77(0-0/I& Zip Code. i! ii City: QQ ,L[ County: 7�� / � State: L ()�Orr3 4. Mailina/ddrress: (Number and Sheet) 7dlni, P City or Town: State: Zip Code: Cod 5. If this is a transfer of ownership or renewal application, you MUST answer the following questions about this business: Present Trade Name of That Establishment (DBA): Present State License No.: Present Type of License: Present Expiration Date: 941174 21. If the applicant is a corporation, answer the following: (a) Corporation is organized under the laws of the State of: IAilo-Li N Date of Incorporation: y5 (b) Out-of-state corporations, give date authorized to do business in Colorado. A Certificate of Authority m Cob. Secretary of State) (c) Date of filing last annual corporate report to the Secretary of State: `%�II/93 (d) Name of each officer fisted below: Home Address, City and State: Social Security I Date of Birth: President M04"ae6un, &a'17Qt[alt9U.AI uw.a'a &'. ('UrroV Date of Birth: (e) Name all 5% or greater stockholders; include actual owner or oledaee Home Address, City and State % of stock Mead Ceiten., &O17 0u_a4,t' Cf. /9sefrma. (oop. coo° y 33V,3 A%%iL(fit ! [7r.g&... 2-210 QLu. ct Si1)44,4444 Co. to2oi 33 /3 sr L W72.1 Pit �4ru_i 14°-". "'"'7 go. Fcw y 27 %3 fry-' (t) Name of all Directors or Trustees of Corooration: Home Address, City and State _7ie.�vAr1, CD.v`n.,tio 6027Qu.ca0•'/\A.dlr.. p . cVot7c� � 4rcP�. al `f77F a✓. gds N. it 4) • 192/7 22. Manager: R,. OATH OF APPLICANT-:' / 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. Aur,vhW na.r.: ��.r_Zst-97 12 lids o"�: I y�J� /� <, (Manufacturer*, nonresident REPORT AND PRO AL OF LOCAL LICENSING AUTHORITY manufacturers, 'mirrors, whOilta era, limited wineries, and public traneportatbn licensees i disregard the section below.) Is this application for a: i y l New License Each person required to file DR 8404-I: Has been Background The liquor licensed premises is ready for occupancy If 'no,' the building will be completed and ready for fingerprinted and inspection Transfer of Ownership NCIC and CCIC checked has been inspected by the Local by lda.t Other (specify): Licensing Authority. I YES X 1 NO The foregoing application has been examined; and the premises, business to be conducted, and character of the applicant are satisfactory. We do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the inhabitants, and will comply with the provision of Title 12, Article 47, C.R.S. THEREFORE, THIS APPLICATION IS APPROVED. Local Latenng Aur„ofy for WELD COUNTY, COLORADO ❑ al TOWN. CITY COUNTY Signature: f �, ' �^ !^ I ! TOW: CHAIRMAN, WELD COUNTY BOARD OF COMMISSIONERS o"'. 11/28/94 syn"ere n t S}A' T'Ib- MELD COUNT CLERK TO BOARD BYLi�L1 h1.�� C't�, DEPUTY Dee: 11/28/94 If pre ise�s�ar fbcat 'thin . the above approval should btsgned by the mayor and clerk, if m a county, then by the chairman of the board o county commissioners and the clerk to the board. If, by ordinance or otherwise, the local licensing autnomr is some other official, then such approval should be given by such official. 1 0 Arts License ❑ City 42 ❑ Racetrack License ❑ City 45 ❑ Optional Premises Lie. ❑ City ❑ Extended Hours - Special License 1. Name of Applicant(s): If partnership, list partners' names (at least two); if corporation, name of corporation: DcC{ /nt2 .rff (? la. Applicant is a: Corporation ' ❑ Individual ❑ Partnership ❑ Limited Liability Company 2. Trade Name of Establishment: (DBA) C.,p J3 (1 ey,c- s 7)4 CArly2 '4 v 3. address of Premises:(Specity exact location of premises. Diagram of premises must accompany this application.) /0763 775 r- /3l v4- Ciry: Ln 11d dress: (Num J� 4. Mailin ddress: (Nurand Street) State: IZ p Code: 5. If this is a transfer of ownership or renewal application, you MUST answer the following questions about this business:."-.ii• s• 4i i Present Expiration Date:,µ.;_ LDO LIQUOR APPLICATION in Column A below, this application and all JPLICATE WITH, AND APPROVED BY, THE OUNTY). Applications will not be accepted supporting documents correspond exactly with tached. cuments if necessary to fully complete this gibly printed in black ink. be completed and filed in duplicate by the License Issued Through (Expiration Date) Use License Account No. for all reference '�ItiBIf�TY • Over 5% limited partners • Managers • Each person required to file form DR 8404 -I must submit fingerprints to the Local Licensing Authority. • Please note: Fingerprints submitted will ers be used to check criminal history records with the FBI and CBIz.¢E::„:�a::sY:gY aphone. License will be mailed by the Liquor ty upon issuance. VK OR TYPEWRITTEN RANLICENS I# W'EE; B�#fTAAN$ E}1S J# 'DWNE SI )PRIATE BOXESBELO 1t1 ttfigfrcowMN A OR Cif TATEFEES s 6450.0g) 450.00 0 County ❑ County ❑ County 202.50 287.50 202.50 287.50 177.50 262.50 326.25 135.00 326.25 135.00 326.25 326.25 170.00 Cab Fund 66-1 t.UM ' 3' ExYHrs • AftFEES 18 0 Application Fee for New License $450.00 19 0 Application Fee for Transfer of Ownership "< 450.00 26 27 28 29 31 32 37 38 43 44 ❑ Public Transportation License each $50.00_ ❑ Manufacturers License -Brewery 275.00 Manufacturer's License -Winery 275.00 Manufacturer's License -Distillery or Rectifier 1025.00 Wholesale Liquor Ucense (Vinous & Spirituous) 1025.00 Wholesale Beer License (Malt Liquor) 525.00 Importers License (Matt Liquor) - - 275.00 Importer's License (Vinous & Spirituous Liquor) : 275.00 Limited Winery License 45.00 ❑ Nonresident Manufacturer's license (Malt Liquor) 275.00 c 0 ❑ State Sales Tax No.: L647171O0 D00 State: 0, Okra Date filed vii j_ fkn pnty. F. E.I. N.: 844 /%3n 7/I Social Security No.: Business Telephone: 7762 01) 6, Zip Code: (0sn'1 Present Trade Name of That Establishment (DBA): City or Town: Present State License No.: Present Type of License: County: P 387 472 020 RECEIPT FOR CERTIFIED MAIL NO INSURANCE COVERAGE PROVIDED NOT FOR INTERNATIONAL MAIL /.Rep Reverent COLORADO DEPT OF REVENUE LIQUOR ENFORCEMENT DIVISION STATE CAPITOL ANNEX 1375 SHERMAN ST DENVER CO 80203 Certified Fee Special Delivery Fee Restricted Delivery Fee Return Receipt showing to whom and Dale Delivered Return Receipt showing to whom, Dale. and Address of Delivery TOTAL Postage and Fees Postmark or Date 0/05* to CO aD as a m0 co w co N• w y o: a (0 N 0 0 T •g•j••.y �O*xD»vaoz mwy Ir-40 D�-Jii, i 33O >A or ».m w�T m In H C 0 0{ _ o T n _coo F F M �� LTJ l 9 D C N N m �NI- N ID - nLx9tr10 am3o_,,a51 c333 J o o c O 3 H'=1 y Pa, 3H 9 4-3 0 CI] » m mzOz-o o r n o H a 3 0 w z t+7 tl z z to H :0 C a ha 0 O a N tDJ w-1 0 0 0 a m J Jm an) 0 0 N d a 9��ao m• roe R=r, 0 G 0 F G J• d 0 xau aoaid1iew a 0 ay; uo io 'a3 O o d I ❑ O o a F, N CO o 0 O -. CD • _ m O pip a J x CO Co mci" 6. Is the applicant, or any of the partners, or officers, stockholders or directors of said applicant (it a under the age of twenty-one years?I YES NO 71 corporation),or manager, 7 (at Has the applicant. cr any of the partners, or officers, stockholders of directors of said applicant been convicted of a crime? If answer is 'yes.' explain in detail. Exclude minor traffic violations. (b) Have persons lending assistance or financial support to the applicant, or the manager, or employees, convicted of a crime? It answer is 'yes' explain in detail. Exclude minor traffic violations. (if a corporation) ever r I IV: ever been 3. Has the applicant, or any of the partners, or officers, directors or stockholders of said applicant (if manager, ever: (a) been denied an alcoholic beverage license? (b) had an alcoholic beverage license suspended or revoked? (c) had interest in an entity that had an alcoholic beverage license suspended or revoked? If 'yes' separate sheet. a corporation), or explain in detail on I 9. Has a liquor license for the premises to be licensed been refused within the preceding two years? If 'yes,' explain in detail. 10. Are the premises to be licensed within 500 feet of any public or parochial school, or the principal campus university or seminary? of any college, I vt 11. Does or old the applicant, or any of the partners, or officers, directors or stockholders of said applicant have a direct or indirect interest in any other Colorado Liquor License (include loans to or from any loan to any licensee)? Ifyes,' explain ^lin detail. lb �c CL . Al WAc ,/Y i.hs (4,4 4.6 14'4 Z. t-n4K Csttsu s (if a corporation) licensee, or interest in a - 12. State whether the applicant has legal possession of the premises by virtue of ownership or under deed or lease. If leased, list name and address of landlord and term of lease. Attach a copy of diagram a lease. Attach a copy of of premises. 13. Identify the persons, firms, or corporations who now, or will, have a financial interest, evidenced either by loans or equity ownership in the business for which this license is requested. State the names and addresses of any such persons, and the amount and source of such financial interest expressed in dollars or other items of value, such as inventory, furniture or equipment (i.e., bank, relatives, friends, previous owners, etc.). Use separate sheet if necessary. NAME ADDRESS INTEREST • ��n-�a-tf ("her Ai 4/7zY W /iyec.sie - ,&f(.upfkldk- 3a x 7,,M, e. Coa It- �t� sew &077 Ot, ai 0 6n,t,t f 1'E✓• ith Sle.aw4'edc ,vi 7 �42tN� &iaaz— 22/0 Qrttber. , •r3au4 4. _ SAwAattc 3.*7 7, 14. List the names and addresses of all liquor businesses in which any of the persons in the previous question are materially interested. Use separate sheet if necessary. NAME BUSINESS ADDRESS 1.sn-fakT.4-a./N jJI..s G,-n,tciaa as41a.r.4.4....ti-- 4,1e-5 ,iF,et.cStiUL„rjsd, 1..4A GibiA4. 0 4 thstiA k M nnat 6nz, cut t ,ticwt¢ tt u'* fra12 ftta14tL i'�,2n t -L kw ( (lt8 Thu tan,c,i-- r Zzco quiierKit. ,Q444�,r G 202/1 Attach copies of all notes and security instruments, and any written agreement or details of any oral agreement, by which any person (including a corporation) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or condtional in any way by volume, profit sales, giving of advice or consultation. 941174 R 8367 (12/87) iNAGER'S REGISTRATION FORM must be completed by all Hotel and Restaurant licensees employing a separate and distinct manager. must be submitted to and approved by Locatticensing Authority. and local fee of $75 is required for Hotel and Restaurant applicants. lers must complete and submit form DRL 404-I (Individual History Record.) • a copy of any written management contracts or agreements. FEE: $75 )Ci • 2. CLASS OF LICENSE: J� /bole/ d /&X r4fviell n/T 3. ACCOUNT NO. OF LICENSEE: 1rM I A/U ,eCriSTr9t ef}A/ i 5. BUSINESS TELEPHONE: / - It* -O//!e CITY/TOWN STATE ZIP LONr/ArL - eo Y0soi/ DATE EM LOYMENT BEGAN: 8. 4{-/- 93 11. DID MANAGER EVER MANAGE LIQUOR ESTABLISHMENT IN ANY OTHER STATE? X NO ❑ YES IF YES, GIVE DETAILS 9. EXPIRATION DATE: lA175%-mhTE N ANY OTHER LIQUOR ESTABLISHMENT? ❑ NO YES HMENT: y-A/T 32s -c) SI- a/445n-,P ID RESTAURANT" LICENSED LIQUOR ESTABLISHMENT IN COLORADO? SHMENT: e2. c ❑ YES OATH OF APPLICANT gree that I have read the foregoing registration and all attachments thereto, and that all information I y knowledge. 14A!`) -teErn) TITLE' Peat ttt4-t DATE: 9-7-9(1 DATE:n i-qq APPRO AL OF LOCAL LICENSING AUTHORITY !i , ter of the registrant is satisfactory and complies with the provision of Title 12, Article 47, CRS, as 5 HEREBY APPROVED. LOCAL LICENSING AUTHORITY (City or County): WELD COUNTY, COLORADO TITLE: CHAIRMAN, WELD COUNTY BOARD OF COMMISSIONERS RT OF ATELICENSING AUTHORITY DATE: 11/28/94 nth the filing requirements of Title 12, Article 47, CRS, as amended. TITLE: DATE: MANAGER'S REGISTRATION FORM NAME OF CURRENT LICENSEE: DO NOT WRITE BELOW THIS LINE White copy - Liquor Enforcement Yellow copy - Local Licensing Authority Pink copy - Applicant ACCOUNT NO. OF LICENSEE: PERIOD: December 31, 19 41 - 24 FEE: (09) $75.00 941174 DR 8367 (12'87) Co.rado Department of Revenue Leuor Enforcement Dvs.on 13:5 Snerman St. Denver, CO 80261 303 866-3741 Answer all questions. Press firmly or type. MANAGER'S REGISTRATION FORM • Form must be completed by all Hotel and Restaurant licensees employing a separate and distinct manager. • Form must be submitted to and approved by Local Licensing Authority. • A state and local fee of $75 is required for Hotel and Restaurant applicants. • Managers must complete and submit form DRL 404-I (Individual History Record.) • Attach a copy of any written management contracts or agreements. FEE: $75 1. NAME OF CURRENT LICENSEE- 4 c- C*M1 U 0 rt#jc • 2. CLASS OF LICENSE: /90/c/ d gEsr44}4,1 uT 3. ACCOUNT NO. OF LICENSEE. 4 TRADE NAME OF ESTABLISHMENT; DBAI: ,LA -s C4-a_ae r4 -s -hL..--c_OtMlIv. tl ,esT/H.IPt}N, 5. BUSINESS TELEPHONE: r - in -ono 6. ADDRESS Of LICENSED ESTABLISHMENT- /07 (, 3 '1rd5 Mud • CITY,TOWN STATE ZIP LOA .Mona- do Ias-0V 7. NAME OF MANAGER: Ms1rLTIth e.cK rL 8. DATE EMPLOYMENT BEGAN. A14-/- 93 9. EXPIRATION DATE: - ,pv -re 10. COMPENSATION OF MANAGER: Y/000 /A4a • 11. DID MANAGER EVER MANAGE LIQUOR ESTABLISHMENT IN ANY OTHER STATE'' 2S NO '_ YES IF YES. GIVE DETAILS '2. DOES MANAGER AVE A FINANCIAL INTEREST IN ANY OTHER LIQUOR ESTABLISHMENT? _ NO . YES IF YES, GIVE NAME AND LOCATION OF ESTABLISHMENT: /mss C11242c-Tifs ,& 'i- ve.tur 1 ;ts-o y vevy iCa SI- 0.454- fel> e eb• C 13. DOES MANAGER MANAGE ANOTHER -HOTEL AND RESTAURANT' LICENSED LIQUOR ESTABLISHMENT IN COLORADO? NO ' YES IF YES. GIVE NAME AND LOCATION OF ESTABLISHMENT: OATH OF APPLICANT I declare under penalty of perjury in the second degree that I haws read the foregoing registration and all attachments thereto, and that all information therein is true, correct, and cove ote t th es I m know/edge. SIGNATURE OF LICENSEE: Nat-Aniii #1-6 CI (4-ai" TITLE rte esrcit✓L(- DATE: 9-7-9L/ SIGNATURE OF MANAGER: DATE:9 7.,_q, EPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY The foregoing has been examined and the character of the registrant is satisfactory and complies with the provision of Title 12, Article 47, CRS, as amended. THEREFORE THIS REGISTRATION IS HEREBY APPROVED. LOCAL LICENSING AUTHORITY I.D. NUMBER: 84-6000813 LOCAL LICENSING AUTHORITY (City or County): WELD COUNTY, COLORADO SIGNATURE: // � � � � �� I ('1 111/28/94 TITLE: CHAIRMAN, WELD COUNTY BOARD OF COMMISSIONERS • DATE: REPORT OF 'STATE LICENSING AUTHORITY The foregoing has been examined and complies with the filing requirements of Title 12, Article 47, CRS, as amended. SIGNATURE: TITLE: DATE: DR 8367 (12/87) MANAGER'S REGISTRATION FORM NAME OF CURRENT LICENSEE: DO NOT WRITE BELOW THIS LINE White copy - Liquor Enforcement Yellow copy - Local Licensing Authority Pink copy - Applicant ACCOUNT NO. OF LICENSEE: PERIOD: December 31, 19 41 - 24 FEE: (09) $75.00 L,'S ,, 7_ Lteff 941174 ‘ttt COLORADO OFFICE OF COUNTY ATTORNE`. PHONE (303) 356-4000 EXT. 439 P.O. BOX 194, GREELEY, COLORADO 8063; December 16, 1994 Isobell Tarin Del Camino, Inc. 10763 Turner Blvd. Longmont, CO 80504 RE: Additional Items for Liquor License Application Dear Ms. Tarin: As we discussed in our telephone conversation of Thursday, December 15, 1994, I have been contacted by the State Department of Revenue, Liquor Licensing Division, about additional information and items which the State will require for your Liquor License Application for the establishment to be known as Las Carretas Del Camino. The information and items which are as follows: A. A current certificate of good corporate standing from the State of Colorado Secretary of State's Office regarding Del Camino, Inc. B. The diagram must show the licensed premises as including the kitchen. The Department of Revenue personnel tell me that the kitchen for all restaurants which are liquor licensed must be included in the licensed premises. To do this, the diagram must show the kitchen outlined in red. C. The lease must be to the corporation, i.e., Del Camino, Inc. It is my understanding that your current lease is between G. B. G. II, Inc. (Lessor), and Manuel Corral and Isobell Tarin, d/b/a Country Diner (Lessee). Thus, there should be either a sublease from you and Manuel Corral to Del Camino, Inc., or the lease should be directly between G. B. G. II, Inc., and Del Camino, Inc. 941174 Ms. Isobell Tarin Page 2 December 16, 1994 Please feel free to call me at (303) 356-4000, Extension 4390 if you have any questions regarding this letter. I would suggest that you provide this information as soon as possible so that the State may complete the processing of your application. Very truly yours, ' Bruce T. Barker Weld County Attorney BTB/gb:tarin pc Clerk to the Board 941174 P 387 471 661 RECEIPT FOR CERTIFIED MAIL NO INSURANCE COVERAGE PROVIDED NOT FOR INTERNATIONAL MAIL (See Reverse) • Sent to tirt EL W PS Form 3800, June 1985 COLORADO DEPT OF REVENUE ---• • —... .-,.wovICfI uIVISJON STATE CAPITOL ANNEX 1375 SHERMAN ST DENVER CO 80203 Special Delivery Fee Restricted Delivery Fee Return Receipt showing to whom and Date Delivered Return Receipt showing to whom. Date. and Address of Delivery TOTAL Postage and Fees 5 Postmark or Date 1—LyZ ▪ c d m c y W E. O o co m 0 L 8 y 3 y o °t y C w 3 0 x. ❑ Addressee's Address dditional services. 0 y E m o 0 L O o y' m y • 'a • 'E E m m o C ' >3• .4° m w d Hm N N — W « Q 06 co Q c`PwE m t C O. a¢ 0 oc "0 C t « 0 0 EEEEE0c y EEG00t0 c mm�c'C� C Q WHn>0w0mu C EEE• ; mw oat WUUa Ira<u w « • 2 • . M 5. Signature (Addres 6. Signature (Agen cc 2. G cc W C) I— N C O DR 8604-I (07/92) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each off leer, director, and over 5% stockholder of public corporation, over 5% limited liability company members/persons and managers. NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will Jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. I. Name of Business of e/ C'.,ir„,09 Date y 9y Social Seanry Number 2. Your Full Name (last, first, middle) CorZR4-) A/\Anfh1 3. Also Known As (maiden namundkrane, etc.) AIM/' 1• Wonki 4. Maaling Address (if different from residence) Home Telephone 2r'') 5' 7 7— ' ?.9 C. S. Residence Address �(street and number, city, state, zip) r�-l; /7 f'Tj V P .4 r'r •:--1C c. -22-L/ 0-', (Cc ,-F1) /.17 6. Is your residence awned E rented II rented, from whom? 7. Date of Birth j - of Birth -7.).‘12 file Thtk14-L -c. e. U.S. citizen? ❑Yes ■ No If Naturalized, state where (...o%,d..ti d.0, r,.t.r->` When (444 Name of U.S. 0 stria Zourt 1De. a.,.tPtL. s i.4ACf C-1 • Naturalization Certificate Number v./y of Certificate /6/g777 e II an Alb an Allan, Ohre Pegbtratien Card Number Pw.d menResidence Cud limber 9. eight Weight Hair Color Eye Color Sex Race 10. Do You Have a Colorado Driver's License? If yes, give number (Thies ❑ No 11. What Is your reletlonsh p to the applicant? (sole owner, partner, corporate officer, erector, stockholder, member or manager) • (Pr, 4,7nJYI1 (a /9 ./a ✓ 1211 stodkhofder, number of share owned beneficially or of record 39-? Percent of outstanding stock owned 3 3.3 7e 13. If partner, state whether General ❑ Limited Percent of Partnership Owned If Llmfied Liability Company, percent owned ■ 14. Name of Prrees'ent Employer LAs C Fn/Zi n F%9-5 Cie/ C A149 i!4 # 15. Type of Business or Employment V/ O Srq-L -r-1-21/16. Address of ueineee Where Employed (street number, city, state, zip) Re) 6�Tu}n.ey /3I-vd-. .Lnbd .hi r; and Ed S.--0 Al Business Telephone .PL7 776'-ni/6 11. Present Position ira1iL 71 ids Pr Ial Status `c-p,r2rt= 19. Name of Spouse (Include maiden name If applicable 01.4 Wi-. Co&dt.4-L- 20. Spouse's Date of Birth 3- fa - 5a of Birth . 5tdia-Lek 1-)h•t%tco 21. -Spouse's residence address, If different than yours (street and number, city, state, zip) YS YS C t L y 4-44 c 61-6- Fax g'O2a r 22. Spouse's Present Employer VNONA-pldYle Occupation CO -641--- 23. Address of Spouse's Reseed Employer 24. List the name(s) of all relatives working in the liquor Industry. Name of Relative Relationship to You Position Held Name of Employer Location of Employer CONTINUED ON REVERSE SI 941174 25. Do you now, or have you ■ ever held a direct or indirect interest in a State of Colorado Loup or Beer License? I cc, answer n w in it 310 d No iiQDu/I L iCerlSG TU✓ /tea �arr Yes { [co11(rijRhadQV been employed in a liquor or beer related business outside the State of Colorado? If 26. Do you now. or have you ever had a direct or indirect interest in a liquor or beer license. or yes, describe in detail. S2No ❑ Yes 27. Have you ever been convicted of a aims. fined, imprisoned. placed on probaoon, received a suspended sentence or forfeited bail for any offense in criminal or military court? (Do not include traffic violations, unless they resulted in suspension or revocation of your drivers license, or you were convicted of driving under the influence of alcoholic beverages.) If yes, explain in detail. ❑ No Yes 28. Have • you ever received a mason notrce, suspension or revocbon for a liquor law v,olason, or been denied a liquor or beer license any where in lone U.S.? If yes, explain in detail. IBC Yes 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If yes, explain in detail below. ❑ 2 No sty. Yes State&ederal year City Stan State/FederalWar City Type of Discharge 30 Military Service (branch) From To I Santa Number 31. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) Number City, State. Zip From To Street and p ha 4 22 (0 (2,12-4-PL.a • it. -05.2- eo • lOZca 4 ia-urn..A i 32. List all former employers or business engaged in within the last five years. (Attach separate -sheet if necessary.) Employer Address (street, number, city, state, zip) Position Held from To Name of nn AA' qq A45 a:Wee/0 &I I'dXyi; nO /fir � � / D 7'e 3 ,2 yr c�- • to 4.-7,,,c i emAVA - 9/ P--usw4' I.aS (.I9sfrt 5j ,3656 \/hw`c led 1 t 1 L 0 (4.61%R-(91011lr�b• S/ggi T '°1~ 33. List the names of persons who can vouch for your good character and fitness in connection with this application. . Reference Address (street, number.dty, state, zip) Yen Known /� �/Name-of - (/& itliI,Aca �',S/sv .�v/oaS-f' .• l""^ I & CCot?9 (4.14 vs. / t L pa, b16 -11a✓. &`tte 5.6estl t4 04 Aiwa, Co rebi LI 4 Nr5 . Ague Mat (q(z8 go so-tMaasl 1 %• &2.07 c0,15 OATH OF APPLICANT: I declar under natty of perjury in the second degree That I have read the foregoing application and all attach- that all information therein is true, correct, and complete to the best of my knowledge. -ments thereto, and $igm.ar. �„�.. _ , n I Title ,c>! �,1,ai /LIP brunet - i n - 4/ OR 8404.1 (07,92) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375SHERMAN STREET DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each Individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and 5°/ 11 Ited Ilablllt ompany members persons and managers. over 5% stockholder of public corporation, over m y NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities investigation. ALL quetions must RY answer ou give will be d for its sthe all alicationdas in such falsehood eir entirety. Ewi within itself Yco constitutes evidence eregardingtthe character hfulness. A deliberate andreputation of he jeopardize PP applicant. 1. Name of Buses ss /4-- Buser' / ✓7/l� ' QS N.en//7 /i Date II -%9V 'v' Social Seanily Number C& ) Your Full Name (last, rat, le) 3. Also Known As (madam nameenirkname. 4. ling Morass Of mtterent from read: nce) Home Telephone „f/3 - ys6 -1s77 5. Residence Address (street and number, city, ate, zip) G CO/5 6077 Qya// Ur/` I'LL% A, C,fO//0 /� ' / `o 8. ❑ it rented, o�hom7 Is your residence X owned rented 7. Date of girth j / Natural , state ere When Name of U.S. District Cowl Naturalization Certificate Number Date of Certificate II an AlenNien's Regimen Card Number , ONe Permanent Residence Card Number AYr,/9876 _ •••••••--— c'ii" Weight /,s$/% Hair Color B/4,K EyeColor 1rvcl/n Sex �r'/ file/e. Race le1/ 10. Do You Have a Colorado Yes Driver's License? If yes, give number ■ No A3 2// s your Corpgrnre ra4tionsh Lp to the applicant? (sole owner, partner, corporate officer, director, stockholder, member or manager) D4'o of 12. If stocks der, number of shares owned beneficially or of record 3374 Percent of outstanding stock owned • 13. If partner, state whether ■ General • Limited Percent of Partnership Owned If Limited liability Company, percent owned 14. Name of Present Employer 5 C /7 2 TA -S 15. Type of Business or Employment % e s -E,1 is r v,. 16. Address of Business Where Employed (street number, city, sup, zip) y/7ote/AP/rl -I 41/hgal Al , 00 co /2•23 Business Telephone , 3.-2- Srr9 SI.S'0 .s t_P`��r7"ton 17. Present reenntcAr v 18. Marital Status pr�i}}A 19. Name of Spouse (Include maiden name if applicable 11O .fivl?ti e � . /4-1�L�U//i d_m Y en 2-F-4./ 20: pouse's Date of Birth ra11 Spouse's Place a address, If different then yours (street end number, city, state, zip) 22. Spouse's Present Employer 'ln.1, vt Occupation .2 23. Address of Spouse's Present Employer —)'lLY' l0 • 24. List the name(s) of all relatives working in the liquor Industry. Name of Relative Relationship to You Position Held Name of Employer Location of Employer 1setbti ^h+arni SIST CW&C2 CAA -ant -014 AP 3250�rJuNLSt( • C.e tai-12Luy . G • 9A1 117A ...tn.-ninon nu oCveocr cinr 25. Do now, or have you Yes you ■ ever held a direct or indirectinterest in a State of Colorado Liquor or Beer License? If yes, answer in detail f�.�, 4z N/ o Vc31 44.0fr Ge LA -s CA-OW.64S ,�¢d �w�t*i � • R as -n .•uc4t 26. Do you now, or have you ever had a direct or indirect interest in a liquor or beer license. or been employed in a liquor or beer related business outside the State of Colorado? If yes, desaibe in detail. ❑ Yes X No 27. Have not ft yes, ■ you ever been convicted of a dime, fined, imprisoned, placed on probation, received a suspended sentence or forfeited bail for any offense in criminal or military court? (Do induce traffic violations, unless they resulted in suspension or revocation of your dnver's license, or you were convicted of driving under the influence of alcdglic beverages.) explain in detail. Yes , No 28. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license any where in the U.S.? If yea, explain in detail. E Yes L 'No 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If yes, explain in detail below. ❑ Yes [ No StaterFeceral Stateffederal Year City State 30 Military Service Year City State (broach) 31. From To Serial Number Type of Discharge List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) Street and Number City, State, Zip From eta 17 C{ Ufrif a • i ill-bi- ea • bUoG 6/V41 To �� k161 -rove La.(2. na a , Fowl/ 3/f9 479V 32. List all former employers or business engaged in within the last five years. (Attach separate sheet if necessary.) Name of Employer Address (street, number, city, state, zip) Position Held Fro/,From Liss P•4s CA-ane-S As-vl2?AJ c -7c-0 33 rpyt,4, L�t:A &.!A a-ad�y front- s/ T �`/ Asa"- 33. List the names of persons who can vouch for your good character and fitness in connection with this application. Name of Reference Address (street, number, city, state, zip) Number /� /� e) ef ZI • �R+rez cf3S--0 o& di • 1 )ZIF✓Alt W • suiv, • of Years Known dirrxr• sk.t.. /&6„t -≤,c. Beet& SD • 746M49 w.io du.44A .4 fWW,' civic.. km. •tat //4 -to Xos • ' 4te 'tad Ani re • koz/g 3l OATH of APPLICANT: / declare under penalty of perjury in the second degree that I have read a foregoing application manta thereto, and that all informa ' therein is true, correct, and complete to the best of my knowledge. Signature tac and all attach- „ex..-� � Tide �./�Jy��cI Data.. / eknu�/ Adderde A / L 4 DR 8404.1 (07;92) COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION 1375 SHERMAN STREET DENVER CO 80261 INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and ° 1 It d II blllt tom any memberypersons and managers. _ 5% stockholder at public corporation, over NOTICE: This individual History Record provides basic information which is necessary for the licensing authorities investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will Jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. Name at Business L[n rig- Pggi5 rip C.iaM/nvn Date y/9u Soon Scanty Number1. 2. Your ull Name (last, first, middle) r T t7 / N 7-- -�hra, 3. Al KnownAus (maiden namwnidmame, etc) v-ra-1 ,O,- 4. Mating Address (d dMerent from residence) C 2� c, eix, r/Pr, Pa- 2oS./7 Home Telephone 9 91 — 2,-5- -/i 7 -97‘2-1iAO- 5. Residence Address (street art number, city, state, ) Li 79P O. ii e3tU€-, (!fin Pp c-,--7 c ,' /Pr5 /,/_i 6. Is your residence �Cvowned ■ rented If rented, from hhom? 7. Date of BI%h� /,`s2 of Birth l N,O., /✓/vXUr- �rvLI e. U.S. Citizen? rtx Z ❑Yes No //-// it Naturalized, state where When Name of U.S. District Court Naturalization Certificate Number Date of Certificate — II en Missals* Allen's Regbinilen Card Munbet -- Permanent Residers Card timber A- num 9. Height Weight / Hair Colo &WA1 EY}y Color DInu"r, Sex r Race [c) 10. Do V Have a Colorado Drivers License? yes, give IV -Yes No 4c/_, (prl 11. mWhat Is your ,(5' relationship to the applicant? (sole owner, partner, corporate officer, director, ( i / r. stockholder, member or manager) / V n rN74 r a'kr' ea 12. If stocckkholder, number of share awned beneficially or of record f 3 Percent of outstanding stock owned " 11 If state whether ❑ General ❑ Limited Percent of Partnership Owned If Limited LI.blIity, Company, percent owned partner, 14. Name of Present Employer Lp-S Ga/zc�Tr2.- 17_,0 .5-i 15. Type of Business or Employment 7- -( t,. �, Business Telephone 16. Address of Business Where Employed (street number, city, state, zip) ( /la UP id S.-- i0// IeG39 509 49 2-,7— ss.,r .r2,,7n 74e 17. Present Posit aN m er la. *Mal Status ' 19. Name of Spouse (Include maiden name if applicable � 0s� Tar/ iv T i ✓�«1p-3>:�j 20. Spouse • Date of Birth / a / /s s residence ad ess, If different than yours (street nher, city, state, zip) • (,C1"tkn0O)in 22. Spouse's Present Employer MAI Occupation 23. Address of Spouse's Present w^^Employer AO 24. List the name(s) of all relatives working In the liquor industry. Name of Relative Relationship to You -' Position Held ..Name -of Employer Location of player • • (!i J 6, nip-% Qtnk 44 /,rry ds, d �� ( l a• µ aillill CONTINUED ON REVERSE SIDE 941174 25. Do you yonow, or have you ever held a direct or indirect interest in a State of Colorado Liquor or Beer License? If ye answer /, in detail lase / 1, Yes No hi th Lun I i/' Y,v�e 4.i IS OLw S.T'a- 4.4 a ©Y6w y}, ,ki av shad 26. Do you now, or have you a direct or indirect interest in a liquor or beer license, or been emplayed in a liquor or beer related business outside the State of Colorado? If yes. desmbe in deta__il__...� u Yes Tel/go 27. Have you ever been convected of a come, fined, imprisoned. not indude traffic vclations, unless they resulted in suspension If yes, explain in detail. paced on probation, received a suspended sentence or forfeited bail for any offense in criminal or military court? (Do or revocation of your dnveh license, or you were convicted of drmng under the influence of alcoholic beverages.) ■ Yes @/No 26. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license any whore in the U.S.? If yea, explain in deal. ❑ Yes L1 No 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If yes, explain in detail below. ❑ Yes [9'No scam/Federal Year City Stan Statarfederal Year City State 30 Military Service (branch) From To Send Number Type of Discharge 31. List all addresses where you have lived for the past five years. (Attach separate sheet if necessary) Street and Number Clty, State, Zip From To 'jiaa W. 5vevs ei a tOlEnoe-i v 60 ettr 54 rf - 32. List all former employers or business 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 l -a5 &sad Qesia.u.vand" .31 ,50 i`avaciejd(I.J1ua Gilt Azigui 2A7i P� 33. List the names of persons who can vouch for your good character and fitness in connection with this app ication. Name of Reference Address (street, number, city, state, zip) Number of Tears Known gird digWelt 1 Ciienoa. , 44k/fr.' dill 094 4 .-, shel L i -a)61, Insole; 3to4 E. &'1ra1a ib,l &,Jy l IL -Ara O ( v ' 4 yr5. La: Ut IkMhos u tit ► IL) fvat9 rte OATH OF APPLICANT: / declare under penalty of perjury in the second degree that I have read the foregoing application and all attach- ments thereto nd that all inform tion therein is true, correct, and complete to the best of my knowledge. Slptatura / L t / � , Title awr2. GP JUa.Qt.( De n / 111��,, Lilli Villalobos 66 S. Newton St. Denver, Colorado 80219 (303) 922-9610 October 7, 1994. To whom it may concern: I am writing this letter of reference on behalf of Mr. Manuel Corral, whom I have know personally for over 20 years. Mr. Corral is a man of high cliber and strength . He is a very honest business man . As a business man Mr. Corral is very detailed in conducting his business affairs and is a fair employer who has erred the total respect of his employees, customers and all who come to konw him. Please accept this reference on behalf of Mr. Corral and if you have any additional questions, please fell free to contact me. Sincerely, Ulli Villalobos 941174 September 27, 1994 To whom it may concern: This letter is by way of offering reference to Manual Corral for Del Camino's liquor license application. We have know Mr. Corral for five years as a tax and business client. During that period of time we have known Mr. Corral to be honest, trustworthy, and responsible. We feel that Mr. Corral is deserving of consideration in the application for this liquor license. If we can offer any more specific information please feel free to contact us further. Ronald Chave Shelli Robinson Lilli Villalobos 66 S. Newton St. Denver, Colorado 80219 (303) 922-9610 October 2, 1994. To whom it may concern: I am writing this letter of reference on behalf of Ms. Isabel Tarin, whom I have lrnow personally for over ten years. Ms. Tarin is a -woman of high cliber and strength. She is a dedicated mother of two fine sons as well as a serious and honest business woman. She has always been a woman whose word alone I could rely on, and for that she has earned my deepest respect and gratitude. So it is without hesitation that I give my reference for Ms. Tarin. If you have any other questions , please contact me at the above address or phone number. Sincerely, Lilli Villalobos 941174 September 27, 1994 To whom it may concern: This letter is by way of offering reference to Isabel Tarin for Del Camino's liquor license application. We have know Mrs. Tarin for five years as a tax and business client. During that period of time we have known Mrs. Tarin to be honest, trustworthy, and responsible. We feel that Mrs. Tarin is deserving of consideration in the application for this liquor license. If we can offer any more specific information please feel free to contact us further. Sincerely, oR nald Chav Shelli Robinson J.Miguel Mar-nez 1535 RosemaLy St. Denver, Colorado 80220 (303) 333-9724 October 2, 1994 To whom it may concern: I am writing this letteer of reference on behalf_ of Ms. Martha Corral, whom I have know personally for over 15 years. Ms. Martha Corral is a very __ honest perspn, She is a very caring mother, and _ has been in the restaurant business for a long _ time. So it is withrit hesitation that I give my refe- rence for Ms.Corral. If you have any other ques- tions, please contac me at the above address or phone number. J. Miguel Marquez. 941174 September 27, 1994 To whom it may concern: This letter is by way of offering reference to Martha Coral for Del Camino's liquor license application. We have know Mrs. Corral for five years as a tax and business client. During that period of time we have known Mrs. Coral to be honest, trustworthy, and responsible. We feel that Mrs. Corral is deserving of consideration in the application for this liquor license. If we can offer any more specific information please feel free to contact us further. Sincerely, C onald Chav a Shelli Robinson 9411.74 moi/(4, WL`Dc. COLORADO MEMORANDUM TO: Board of County Commissioners November 9, 1994 From: Keith A. Schuett, Current Planner II SUBJECT: Liquor license renewal LC - 0042 Del Camino, Inc., dba Las Carretas Del Camino, located in Part of the Northeast 1/4 of Section 10, Township 2 North, Range 68 West of the 6th P.M., Weld County, Colorado, is a permitted use in the C-3 Commercial zone district of Weld County, Colorado 941174 C▪ OLORADO DEPARTMENT OF REVENUE 1375 3,-ERMAN 37 CENki ER CO 30261 REMINDER TO FILE RETURN IMMEDIATE ACTION RECUIRED IIII( llllllILIIIIIIIIII,ILIII,IIILLIIIIIII',IIIII,IIIJJJ DEL CAMINO INC LAS CARRETAS DEL 10763 TURNER BLVD 1 LONGMONT CO ACCOUNT NUMBER 80504-9578 L 06-17700-000 NOTICE .NUMBER 942010-3333698 NOTICE :ATE 09/26/94 KEEP THIS COPY Our records show that we have not received your 0794 T H R U 0794 tax return that was due by 08,/ 2, / 94 for the following taxes: STATE SALES RTD/CD/BD COUNTY SALES ONE OF THE FOLLOWING ACTIONS IS REQUIRED: • If you already filed the appropriate return, please attach a copy of the front and back of your canceled check and a copy of the return to this notice and mail it in the enclosed envelope. • If you have not filed a return, a return is required even if you have no taxes to report Penalty and interest are due on taxes paid late. Need a return? Please call the Forms Line at (303) 534-1408. • If your business is closed, please complete and return the form below. YOU MUST FILE YOUR RETURN WITH PAYMENT OR SUBMIT THE FORM BELOW IMMEDIATELY TO AVOID FURTHER ACTION O R 6606 107:941 COLORADO DEPARTMENT OF REVENUE 1375 SHERMAN ST DENVER CO 30361 DEL CAMINO INC V RETURN COPY BELOW - - DETACH HERE ACCOUNT CLOSURE FORM RETURN THIS COPY NOTICE NUMBER ACCOUNT NUMBER TAX TYPE 942010-3333698 L 06-17700-000 COMBINED SALES ► IF YOU ARE NO LONGER IN BUSINESS, PI EASE COMPLETE, SIGN AND RETURN THIS PORTION. A Name of Taxpayer Mee of Closure Trade Name Signature 00000Od00049420103333698899999999 706177000002009 941174 0 At•I Wi�Yc. COLORADO OFFICE OF BOARD OF COUNTY COMMISSIONERS November 21, 1994 CERTIFIED MAIL Del Camino, Inc. 10763 Turner Blvd. Longmont, CO 80504 Attention Isabel Tarin RE: Results of Investigation for Colorado Liquor License Application Dear Ms. Tarin: PHONE (303) 3564000, EXT. 4200 FAX (303) 3520242 P.O. BOX 758 GREELEY, COLORADO 80632 On Friday, November 18, 1994 I traveled to the proposed licensed premises known as "Los Carretas Del Camino" and located at 10763 Turner Blvd., Longmont, Colorado. While there I made an on - site inspection regarding the Liquor License Application filed by Del Camino, Inc. The application is for a hotel and restaurant license. It will be heard by the Board of County Commissioners as the liquor licensing authority for Weld County on Monday, November 28, 1994. My inspection revealed the following: 1. The applicant's proposed licenses premises are not connected to a different liquor license premises. Section 12-47-106(3), C.R.S. 2. The applicant's diagram of the proposed licensed premises is correct. Section 12-47- 135(4), C.R.S. 3. There are no other hotel and restaurant liquor licensed premises in the neighborhood. The only other liquor establishment which sells liquor by the drink in the Del Camino area is the El Rojo Lounge located west of Del Camino (the I-25 exchange) on State Highway 119. There is one package liquor store located in the immediate Del Camino area operated by Ronald Fahrenholtz. Three 3.2 beer off -premises licensed establishments are located in Del Camino. There are no other 3.2% beer or liquor licensed premises within the neighborhood. 211174 Del Camino, Inc. Page 2 November 21. 1994 4. There are no schools within 500' of the proposed licensed premises. Section 12-47- 138(d)(I), C.R.S. 5. The Del Camino area is a mixture of commercial and residential use. 6. The sign detailing the place, date, and time of the hearing for the liquor license application was posted at the proposed licensed premises when I was there at approximately 2 p.m. on Friday, November 18, 1994. Sincerely, BOARD OF COUNTY COMMISSIONERS i/ Constance L. Harbert Weld County Commissioner CLH/B TB/gb: de lcamino pc Clerk to the Board Bruce T. Barker 941174 Deputy Clerk ttlthe Board CERTIFICATE OF MAILING The undersigned hereby certifies that a true and correct copy of the foregoing Notice of Hearing, Docket #94-82, was placed in the United States mail, first class mail, postage prepaid, addressed to the following applicant. DATED this 16th day of November, 1994 DEL CAMINO, INC., DBA LAS CARRETAS DEL CAMINO 10763 TURNER BOULEVARD LONGMONT, COLORADO 80504 941174 P 008 109 633 M1 SENDER: Complete items 1 andlor 2 for additional services. • • Complete items 3, and 4a & b. • Print your name and address on the reverse of this form so that we can > return this card to you. E • Attach this form to the front of the mailpiece. or on the back if space does not permit. C V • Write "Return Receipt Requested" on the mailpiece below the article number • The Return Receipt will show to whom the article was delivered and the date c delivered. da O C O O it Receipt for Certified Mail No insurance Coverage Providea Do not use for International Mail i See Reverse! Uel Camino, inc. Isabel Tarin 10763 Turner Blvd. e Longmont, CO 80504 Post'{e $ .an.'ea Fee Sceos ❑e,.ery Fee Resnceea Je,.ery Fee Acorn Rector Slowing to Whom & Data DtIcc,ed ',morn Receipt Showing to Wnom, Oats. and Addressee , Adare,. TOTAL Postage a Fees E u CO N CC W o O O 3. Article Addressed to: %Isabel Tarin Del Camino, Inc. 10763 Turner Blvd. Longmont, CO 80504 I also wish to receive the following services (for an extra ti feel: �, 1. C Addressee's Address m' NI UI 2 El 9l m, 2. C Restricted Delivery Consult postmaster for fee. 4a. Art'cle Number P 008 109 603 4b. Service Type ❑ Registered ❑ Insured L Certified ❑ COD ❑ Express Mail C Return Receipt for Merchandise 7. Date of Delivery to S. N [J, i oI 5. Signature (Addressee) 8. Addressee's Address Only if requested ,YI c m, r, 6. Signature (Agent) PS Form and fee is paid) Deccan 1991 >UAGPO: 1f 3-352.7ta DOMESTIC RETURN RECEIPT 941174 MANUEL CORRAL 6077 Quail Ct. Arvada, Co 80004 November 9, 1994 To Whom it may Concern I Manuel Corral would like to inform that the Liquor Liscence of Las Carretas Restaurant at 3250 Youngfield St. Wheat Ridge, Co., Is under my name, and that the 3250 Corporation ruans the bussines. Martha Corral and Isabel Tarin work at Las Carre- tas. If you need more information please contact me Sincerely Manuel Corral 941174 941174 Form 1120S ❑epartment of the Treasury in carnal Ravenue Service A Date of election as an S Corporation 04/22/93 B Business code no. (see Specific Instructions) U.S. Income Tax Return for an S Corporation ► Do not Ole this form unless the corporation has timely Iled Form 2553 to elect to be an S corporation. ► See separate instructions. For calendar year t 993. or taw year beginning .1991 and ending Use IRS label. Other- wise, please print or type. DEL CAMINO INC. LAS CARRETAS DEL CAMINO 10763 TURNER BLVD LONGMONT CO 80504-9578 9 OMB No. 1545-0130 1993 C Employer identification no. 84-1230711 D Date Incorporated 04/22/93 E Total assets (see Specific Instructions) 38,745. 5800 F Check applicable boxes: (1) IJ Initial return (2) I I Final return (3) I I Change in address (4) I I Amended return G Check this basil this S corporation is subject to the conm6dated audit procedures of sections 6241 through 6245 •• instructions Were checking this duel H Enter number of shareholders in the corporation at end of the tax year P. 3 ihrh 21 See the instructions for more information. Caution: Include only trade or business income and experiaeo un onin a ou g 0. C Bal► 1e 158, 159. 158 159. b Lessreturna and allowances 1a Groasrecelpisorsaio , 73,561. 2 n 2 Cost of goods sold (Schedule A, line e) 7 84,5984 e 3 Gross profit. Subtract line 2 from line tc Form 4797) 0 . O m 4 Net gain (loss) from Form 4797, Part II, line 20 (attach 5 0 . e 5 Other income (loss) (see instructions) (attach schedule) 6 Total Income (loss). Combine lines 3 through S Pi. 6 84,5980 7 . 7 Compensation of officers • O.I eBal► credits I Be 32,551. Ba Salaries and wages I 32,551 .lb loss employment 9 2,080. 5 9 Repairs and maintenance 10 0 a 10 Bad debts 10 9, 890. 0 i 11 Rents 8,410. °12 n , 12 Taxes and licenses 13 0 • s' 13 Interest 1,284. c 14a Depreciation (see instructions) 114a A on return 14b 0 i ' ' b Depreciation claimed on Schedule and elsewhere t4c 1, 284. o c Subtract line 14b from line 14a 15 0 n i 15 Depletion (Do not deduct oil and gas depletion.) 16 652. s m 18 Advertising 17 2 . 17 Pension, profit-sharing, etc., plans 18 60 . 18 Employee benefit programs 19 24,071. n 19 Other deductions (see instructions) (attach schedule) ► 29 2 4 , 0 7 1 . a 20 Total deductions. Add lines 7 through 19 Ordinary Income (loss) from trade or business activities. Subtract line 20 from line 6 2 21 9 , 0 0 1 . 21 22 Tax: 22a 0 , T a Excess net passive income tax (attach schedule) 122b 0 • a dule D (Form 1120S) b Tax from Schedule 22c 0. x & c Add lines 22a and 22b (see Instructions for additional taxes) 23 Payments: 23a 0 P a 1993 estimated tax payments 23b 0 ' a b Tax deposited with Form 7004 Form 4136) 23c 0 ;! ... - y e Credit for Federal tax paid on fuels (attach 23d 0 m d Add lines 23a through 23c ► 24 0 • ° n 24 Estimated lax penally (see Instructions). Check II Form 2220 Is attached Inst. for deosituy method or payment. ► 25 0. t 25 Tax due — it the total of lines 22e a 241s larger than One 23d. enter .mount owed, acs amount overpaid ► 26 0 a 28 Overpayment - If line 23d is larger than the total of lines 22c and 24, enter line 26 want: Credited to 1994 eaUlo mated tax 0 . Refunded P.27 0 . Please Sign 27 Enter amount of you Undo penalde,c rrect, and com lete'Deciusaon or preparer(otherl than taspayer)ia hued do Nlinrormaatlon be6er,nlatrue corns, p I ta o of which pr ptarH has any knowledge. and Here ' officerDate Title Signature of Preparer's social security no Prepare% signature I^.• 41). Pp kS� Q1 Date 02/22/94 Check it self- empfoyea EII r1 , Firm'snameC. M. A.R. Ste 239 E.LNo. ►84-1155729 Use.Only ends dress dl' 14261 E 4th Av_e_._ B142_6 - .era address Aurora, CO Zip code ►80011 • Form 11208 (199: D200 Tenxey For Paperwork Reduction Act Native, 941174 Form 11205 (1993) DEL CAMINO INC. Cost of Goods Sold Schedule AI { See instructions. 84-1230711 Pogo I Inventory at beginning of year 2 Purchases 3 Cost of labor 4 Additional section 263A costs (see Instructions) (attach schedule) 5 Other costs (attach schedule) 6 Total. Add lines 1 through 5 7 Inventory at end of year 1 2 3 4 5 0. 75 561. 0. 0. 6 7 0. 75 561. 2 000. 8 Cost of goods sold. Subtract line 7 from line 6. Enter here and on page 1, line 2 8 73 561. 9a Check all methods used for valuing closing inventory: (i) X Cost (i) Lower of cost or market as described In Regulations section 1.471-4 (iii) Writedown of "subnormal' goods as described in Regulations section 1.471-2(c) (iv) Other (specify method used and attach explanation)* b Check i the UFO inventory method was adopted this tax year for any goods (if checked, attach Form 970) ► e If the UFO inventory method was used for this tax year, enter percentage (or amounts) of closing inventory computed under UFO 19c d Do the rules of section 263A (for properly produced or acquired for resale) apply to the corporation? Yes e Was there any change in determining- openosing —' If 'Yes," attach explanation. I.''Schedule 8I 0. No No X X Other Information 1 Check method of accounting: (a) a Cash (b) pi Accrual (c) I I Other (specify)", 2 Refer to the list In the instructions and state the corporation's principal: (a) Business activity►RESTAURANT (b) Product or service ► FOOD 3 Did the corporation at the end of the tax year own, directly or Indirectly, 50% or more of the voting stock of a domestic corporation? (For rules of attribution, see section 267(c).) If "Yes," attach a schedule showing: (a) name, address, and employer Identification number and (b) percentage owned. 4 Was the corporation a member of a controlled group subject to the provisions of section 1561? 5 At any time during calendar year 1993, did the corporation have an interest in or a signature or other authority over a financial account In a foreign country (such as a bank account, securities account, or other financial account)? (See instructions for exceptions and filing requirements for form TD F 90-22 1 ) If "Yes", enter the name of the foreign country ► 6 Was the corporation the grantor of, or transferor to, a foreign trust that existed during the current tax year, whether or not the corporation has any beneficial Interest in it? If "Yes," the corporation may have to file Forms 3520, 3520-A, or 926 7 Check this box if the corporation has filed or Is required to file Form 8264, Application for Registration of a Tax Shelter 8 Check this box if the corporation issued publicly offered debt instruments with original Issue discount ► If so, the corporation may have to file Form 8281, Information Return for Publicly Offered Original Issue Discount Instruments. 9 II the corporation: (a) filed its election to be an S corporation after 1986, (b) was a C corporation before it elected to be an S corporation or the corporation acquired an asset with a basis determined by reference to Its basis (or the basis of any other property) in the hands of a C corporation, and (c) has net unrealized built -In gain (defined In section 1374(d)(1)) In excess of the net recognized built-in gain from prior years, enter the net unrealized built-in gain reduced by net recognized built-in gain from prior years (see Instructions) ► 0. 10 Check this box If the corporation had subchapter C earnings and profits at the close of the tax year (see Instructions) ... ► n Yes No X X X Ij li Designation of Tax Matters Person (See Instructions.) Enter below the shareholder designated as the tax matters person (TMP) for the tax year of this return: designated TMP Name of ISABEL TARIN number of TMP Identifying Address of ' 4778 W. BYERS designated IMP DENVER CO 80219 TanKsy 941174 For Paperwork Deduction Act Notice, sea separate Instructions. Form 1120S (1993) Form 112oS(1993) DEL CAMINO INC. 84-1230711Page 3 Schedule K. Shareholders' Shares of Income, Credits, Deductions, etc. (a) Pro rata share items b) Total amount I n c o m ° L o a s 1 Ordinary income (loss) from trade or business activities (page 1, line 21) 2 Net income (loss) from rental real estate activities (attach Form 8825) 3a Gross income from other rental activities 3a 0 . I 5,597. 2 0 !" 3c 0 . b Expenses from other rental activities (attach schedule) 3b 0 c Net income (loss) from other rental activities. Subtract line 3b from line 3a 4 Portfolio income (loss): a Interest income b Dividend income c Royalty income d Net short-term capital gain (loss) (attach Schedule D (Form 11205)) a Net long-term capital gain (loss) (attach Schedule D (Form 1120S)) f Other portfolio Income (loss) (attach schedule) 5 Net gain (loss) under section 1231 (other than due to casually or theft) (attach Form 4797) 6 Other income (loss) (attach schedule) 4a 0 . 4b 0 . 4c 0 . 4d 0 . 4e 0 4f 0 . 5 0 . 6 0 . D e d a 7 Charitable contributions (see instructions) (attach schedule) 8 Section 179 expense deduction (attach Form 4562) 9 Deductions related to portfolio income (loss) (see instructions) (itemize) 10 Other deductions (attach schedule) 7 0 • 8 0 . 9 0 • 10 0. n n v t 11 a interest expense on investment debts b (1) Investment income Included on lines 4a, 4b, 4c, and 41 above (2) Investment expenses included on line 9 above 11a 0 - 11b(1) 0 . 11b(2) 0 . C r e0 d I t a 12a Credit for alcohol used as a fuel (attach Form 6478) b Low -Income housing credit (see instructions): (1) From partnerships to which section 42(j)(5) applies for property placed in service before 1990 (2) Other than on line 12b(1) for properly placed in service before 1990 (3) From partnerships to which section 426)(5) applies for property placed in service after 1989 . (4) Other than on line 12b(3) for property placed in service alter 1989 e Qualified rehabilitation expenditures related to rental real estate activities (attach Form 3468) d Credits (other than credits shown on lines 12b and 12c) related to rental real estate activities (see Instructions) e Credits related to other rental activities (see instructions) 13 Other credits (see instructions) 12a 0 . ili'I. r�l.l 12b(1) 0 . 12b(2) 0 . 12b(3) • 12b(4) 0 . 12c 0 . 12d 0 . 12e 0. 13 0 . -q P rr & r T I a e x m a 14a Depreciation adjustment on property placed In service after 1986 b Adjusted gain or loss e Depletion (other than oil and gas) d (1) Gross income from oil, gas, or geothermal properties (2) Deductions allocable to oil, gas, or geothermal properties a Other adjustments and tax preference items (attach schedule) 143 0 Mb 0 . 14c 0 . 14d(1) 0 . 14d(2) 0. 14e 0 . F oi T r a ° x I e0 s 9 n 15 a Type of income le .S. b Name of foreign country or Upossession ► e Total gross Income from sources outside the United States d Total applicable deductions and losses (attach schedule) e Total foreign taxes (check one): P.Paid f Reduction in taxes available for credit (attach schedule) q Other foreign tax information (attach schedule) - - (attach schedule) Accrued „ I;;IUI' 16c i ; 0 . 15d 0 . 1Se • 15f 0 . 15g 0 . 0 h20 e r In Total expenditures to which a section 59(e) election may apply b Type of expenditures► • - 17 Tax-exempt Interest Income 18 Other tax-exempt income 19 Nondeductible expenses Total property distributions (including cash) other than dividends reported on line 22 below 21 Other items and amounts required to be reported separately to shareholders (see instructions) (attach schedule) 22 Total dividend distributions paid from accumulated earnings and profits 23 Income (loss). (Required only it Schedule M-1 must be completed) Combine lines 1 through 6 in column (b). From the result, subtract the sum of lines 7 through 11a, 15e, and 168 16a 0 . illlifliliiiiiil'. 17 0. 18 0 . 19 0. 20 0. ! l ��lim) I'u II'i!. 22 ll 0 ' 23 5,597. Tanks). For Pap.rwork esductlen AO Notice, lea moats InrtNetion.. Form 1120S (1993) 941174 Form 11205 (1993) DEL CAMINO INC. r Schedule L I Balance Sheets Beginninq of tax year End of tax year l Assets I Cash 2a Trade notes and accounts receivable b Less allowance for bad debts 3 Inventories 4 U.S. Government obligations 5 Tax-exempt securities 6 Other current assets (attach schedule) . . . 7 Loans to shareholders 8 Mortgage and real estate loans 9 Other investments (attach schedule) 10a Buildings and other depreciable assets . . . . b Less accumulated depreciation h a Depletable assets b Less accumulated depletion 12 Land (net et any amortization) 13a Intangible assets (amortizable only) b Less accumulated amortization 14 Other assets (attach schedule) 15 Total assets Liabilities and Shareholders' Equity 16 Accounts payable 17 Mortgages, notes, bonds payable In less than I year 18 Other current liabilities (attach schedule) . . . 19 Loans from shareholders 20 Memgage', notes. bends payable in 1 year or more 21 Other liabilities (attach schedule) 22 Capital stock 23 Paid -In or capital surplus 24 Retained earnings 25 Less cost of treasury stock 26 Total Ilabilltics and shareholders' equity . . (a) (b) (c) (d) 0. �,..----'_.._.-• N 2,880. 0. '- 17,982. ) ai 0 . 0 . 1 , 284./ 16,698. - 0. _..: 2,000. 0 , 0 . 0 . 0 . 0 . 1,000. 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . 0 . ") 0 . 0 . 0 . 0 . 0 . 0 . 0 . 17,018. `{ 0 . 0 . 851 . 16,167. 0 . 0 . 0. 38,745. II I , tII 11 t!I 1, i. . I I ' III r F hi ,,. l Iiiiiiiii ' I ' I I 0. 1 954. � 0. 0, 0 . 0 . 0 . 0 . 0 . 0 . 0. 35,000. 0. 0. 0 . 1 , 791. 0 . 0 . 0 . 38 , 745. Schedule M-1. Reconciliation of Income (Loss) per Books With Income (Loss) per Return (You are not required to complete this schedule if the total assets on line 15, column (d), of Schedule L are less than $25,000.) 1 Net income (loss) per books 2 Income included on Schedule K, lines 1 through 6, not recorded on books this year (itemize): 3 Expenses recorded on books this year not Included on Schedule K, fines 1 through 11a, 15e, and 16a (itemize): a Depredation bTravel and entertainment 5,597. 5,597. 4 Add lines 1 through 3 ti.Schedu le -M-2 1 Balance at beginning of lax year 2 Ordinary Income from page 1, line 21 3 Other additions 4 Loss from page 1, line 21 5 Other reductions 6 Combine lines 1 through 5 7 Distributions other than dividend distributions 8 ealance at end of las year. subtract line 7 from toes (a) Accumulated adjustments account (b) Other adjustments account (e) shareholders' undistributed taxable income previously taxed 0 . 0 . 0 5,597. I;I I'li" 10 II ', IP'. l I ' I -.. III il' i�l �H I II 1I, E. 1l .. I1.1 , ,� t.. i it';HitH?' I it 14I.., Hill ltl, :1 u j .i 0 0. 0 ,P: u l I' 0 . O. 5,597. 0. 0 3,806. 0 . 0 1,791. 0 . - 0. Ten Key 5 Income recorded on books this year not included on Sch. K. Imes 1 through a titemiael a Tax-exempt interest 6 Deductions included on Schedule K. lines 1 -through 11a, 15e, and 16a, not charged against book income this year (itemize): a Depredation 7 Add lines 5 and 6 8 Income (Meal (schedule K. line 23). Linea less line r 0. 5,597. Analysis of Accumulated Adjustments Account, Other Adjustments Account, and Shareholders' Undistributed Taxable Income Previously TaxedLsee Instructions.) For Paperwork Reduction Act Netiu, see separate instructions. 1941.174 Form 1120S (1993) Form 4562 Department (Attie Treasury in Wile] Revenue Service Name(s) shown on return DEL CAMINO INC. Business or activity to which this form relates FORM 11205, PG 1, RESTAURANT I Part I J Election to Expense Certain Tangible Property (Section 179) (Note: a you have any Listed Property," complete Part V before you complete Part I.) 1 Maximum dollar limitation (If an enterprise zone business, see instructions.) 2 Total cost of section 179 properly placed in service during the tax year (see instructions) 3 Threshold.cost of section 179 property before reduction in limitation 4 Reduction in limitation. Subtract line 3 from line 2, but do not enter less than -0-. S Dollar limitation for tax year. Subtract line 4 from line 1, but do not enter less than -0-. (II married filing separately, see instructions.) Depreciation and Amortization (Including Information on Listed Property) ► See separate Instructions. ► Attach this form to your return. OMB No. 1545-0172 1993 Attachment sequence No. 67 Identifying number 84-1230711 (a) Description of property (b) Cost 1 2 $ 17,500. 0. 3 4 $ 200,000 0. S (c) Elected cost 6 0. 0. 7 0. 0. 7 Listed properly. Enter amount from line 26 O Total elected cost of section 179 property. Add amounts In column (c), lines 8 and 7 9 Tentative deduction. Enter the smaller of line 5 or line 8 10 Carryover of disallowed deduction from 1992 (see instructions) 11 Taxable income limitation. Enter the smaller of taxable Income or line 5 (see instructions) 12 Section 179 expense deduction. Add lines 9 and 10, but do not enter more than line 11 13 Carryover of disallowed deductions to 1994. Add lines 9 and 10, loss line 12 . . . ► I 13 I Note: Do not use Part II or Part III below for listed property (automobiles, certain other vehicles, cellular telephones, certain computers, or property used for entertainment, recreation, or amusement), Instead, use Part V for listed property. Ip Part :II:.I MACRS Depreciation for Assets Placed in Service ONLY During Your 1993 Tax Year (Do Not Include 8 0. 9 0. 0. 0. 0. 10 11 12 0. Listed Property) (a)Classification of property (b) Month and year placed in service (c) Basis for depreciation (busmen/investment use only -see instructions) (d) Recovery period (el Convention (I) Method CO) Depreciation deduction 14 General Depreciation System (GDS) (see instructions): a 3 -year property ,i ' li 1 0. 0 0. 0. 0 0. b 5 -year property 17,982. 7 HY SL 1,284. c 7 -year property 0 . 0 0 . d 10 -year property 0 . 0 0 . e 15 -year property 0 . 0 0 . f 20 -year property g Residential rental property 0 . 27.5 yrs. MM S/L 0 . 0 . 27.5 yrs. MM S/L 0 . h Nonresidential real property 0 . MM S/L 0 . 0. MM S/L 0. see instructions): a Class life ',. II! i, I I I .... . 0 . 0 S/L 0 . 0 . 12 yrs. S/L 0 . b 12 -year e 40 -year 0 . 40 yrs. MM S/L 0 . Part III: Other Depreciation (Do Not Include Listed Property) 18 GOS and ADS deductions for assets placed in service In tax years beginning before 1993 (see Instructions) 17 Property subject to section 168(0(1) election (see Instructions) 18 ACRS and other depreciation (see Instructions) Part ,IV Summary 16 0. 0. 0. 17 18 19 Listed property. Enter amount from line 25 20 Total. Add deductions on lino 12, lines 14 and 15 in column (g), and lines 16 through 19. Enter here and on the appropriate lines of your return. (Partnerships and S corporations -see instructions) 21 For assets shown above and placed In service during the current year, enter the portion of the basis attributable to section 263A costs (see Instructions) 21 TenKeY �e' For Paperwork Reduction Act Notice, see page lot the separate instructions. 19 0. 20 0. 1,284. III! IIIl�illill iiillllll ill!lil I!il Form 4562 (1993) 941174 Form 4562 (1993) DEL CAMINO INC. 84-1230711Page 2 Part V I Listed Property -Automobiles, Certain Other Vehicles, Cellular Telephones, Certain Computers, and Property Used (or Entertainment, Recreation, or Amusement For any vehicle for which you are using the standard mileage rate or deducting lease expense, complete only 22a, 22b, columns (a) through (c) of Section A, all of Section B, and Section C i applicable. Section A -Depreciation and Other Information (Caution: See instructions for limitations for automobiles.) 22a Do you have evidence to support the bueinav/Invesmem us• claimed?' y I I ry es o ./...as Ityes, is the evidence wrinen? I 'Yes X to Type at property p y (list vesicles first) -Al Due plaead ininvestment service It) Business / use percentage IQ Cost or other basis Baz<ii for depreciation Ibuvnezu 'use'bm e tcost "rp to Recovery period W Method/ Convention Ni Depreciation deduction I ! No tee section section 179 23 Property used more than Sn'G in n nu elmn.f h...:....__ ..__ ,___ _ _ Proi......4...........-- 0 % 0. 0. 0 0. 0. 0 % 0. 0. 0 0. 0. 0 : 0. 0. 0 0. 0. 24 Prooerty used 50% or less in a qualified business use (see instructions): 0 s 0. 0. 0 sa- 0. 0 % 0. 0. 0 Sit.- 0. 0 : 0. 0. 0 s/i.- 0. 25 Add amounts in cnwmn /m Fnrn. ------------------------ 26 Add amounts in column (i). Enter the total here and on line 7, page 1 25 0. Section El -Information Regarding Use of Vehicles- it you deduct expenses for vehicles: • Always complete this section for vehicles used by a sole proprietor,partner, or other 'more than S% owner,' or related person. • If you provided vehicles to your amp loveee first answer the uset' n a 126 na • d ,o ... adhpn Cto see,r you meet an exception to completing this section for those vehicles. 27 28 29 10 I1 2 3 Total bus /Investment miles driven during the yr. (00 NOTVehicle include commuting miles) .. Total commuting miles driven during the year Total other personal (non - commuting) males driven .. Total miles driven during the year. Add Ines 27 through 29 Was the vehicle available for personal use during off -duly hours? Was the vehicle used pri- -manly-by a more than sS owner or related person? .. (e) Vehicle I Al Vehicle 2 lel Vehicle 3 (di Vehicle 4 (s) Vehicle 5 10 6 0 . 0 . 0 • 0 0 0 0 0 " 0 • 0 . 0 • • 0 0 . 0 0 - 0 0 . 0 0 . 0 . 0 . 0 . 0 . " 0 Yes No Yes No Yes No Yes No Yes No Yes . No Is another vehicle available for personal use? Seetlnn C_O., -t,., •-.. Employers Who Provide Vehicles for Use by Their Employees Answer these questions to determine if you meet an exception to completing Section B. Note: Section B must always be completed for vehicles used by sole proprietors, partners, or other more than 5% owners or related persons. 34 Do you maintain a written policy statement that prohibits all personal use of vehicles, including commuting, by your employees? 35 Do you maintain a written policy statement that prohibits personal use of vehicles, except commuting, by your employees? (See instructions for vehicles used by corporate officers, directors, or 1% or more owners.) 36 Do you treat all use of vehicles by employees as personal use? 37 Do you provide more than five vehicles to your employees and retain the information received from your employees concerning the use of the vehicles? 38 Do you meet the requirements concerning qualified automobile demonstration use (see instructions)? Note: If your answer to 34, 35, 38, 37, or 38 is "Yes," you need not complete Section B for the covered vehicles. �f:!iPartiYl,I Amortization I') Description of costa (b) Date amortisation begins (o Amortizable amount (A Code section Id Amortization period or percentage (0 Amortization for this year 39 Amortization of costs that begins during your 1993 tax year: fi 1:4OiiiiiijiliMIIIM0 14 iilM I Ill) tlltliilll adaIf IIIII !li Illi piiiillq 0l;ii4 Goodwill '04/01/93 17,018. 197 5.00 851. I 0• 0. 40 Amortization of costs that began before 1993 40 0 . Total. Enter here and on "Other Deductions" or "Other Expenses" line of your return 41 851. Yes No ill For Paperwork Reduction Act Notice, See page I of the separate Instructions. 9411:7401 4CL2(1993) DEL CAMINO INC. 84-1230711 SUPPORTING SCHEDULE FOR: FORM 11205, LINE 19 OTHER DEDUCTIONS DESCRIPTION AMOUNT AMORTIZATION 851. ACCOUNTING/LEGAL 600. AUTO & TRUCK 46. BANK SERVICE CHARGE 1,142. CLEANING 543. EQUIPMENT RENTAL 668. GAS OIL AND TIRES 102. MISCELLANEOUS 6,323. OFFICE SUPPLIES 633. OUTSIDE SERVICES 314. RESTAURANT SUPPLIES 745. TELEPHONE 1,422. UTILITIES 10,682. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. 0. - 0. 0. - 0. 0. TOTAL: 4341174 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement is entered into this 5th day of April 1993, by and between Darlene Antzas, a sole shareholder of Country Diner, Inc. ("Seller"), and Manuel Corral, Isabel Tarin, and Martha Corral ("Buyers"). RECITALS 1. Seller is the owner of listed furniture, equipment and other assets (see Exhibit A): a. Country Diner, 10763 Turner Blvd. Unit 1, Longmont, CO 80504. 2. Seller is the sole owner of the listed assets located at Country Diner, Inc. 3. Seller desires to sell, convey and/or assign to Buyer, and Buyer desires to purchase from Seller, the listed assets as specified below. AGREEMENT NOW, THEREFORE, in warranties, payments and the sufficiency of which hereby agree as follows: consideration of the mutual covenants, conditions set forth in this Agreement, is hereby acknowledged, Seller and Buyer 1. Seller agrees to convey to Buyer by separate Bill of Sale all right, title and interest in and to all listed fixtures, equipment and other assets currently located at the business. 2. Seller further agrees to transfer and assign to Buyer all rights and interest in Country Diner. 3. Seller in addition agrees to relinquish to Buyer all proprietary interest, right and claims in and to existing or potential customers. 4. Specifically excepted from Seller's agreement to sell, transfer and/or assign to Buyer are all bank accounts relating to the business. 5. Seller represents and warrants as follows: (a) Except as provided herein, Seller has good and marketable title to the assets conveyed hereunder and that the assets of the business will be conveyed free and clear of all liens and encumbrances of any nature whatsoever including, but not limited to, any wages, salaries, commissions or other compensation, all employment taxes, social security taxes, withholding taxes, personal property taxes, trade accounts, judgments, financing statements, security agreements, federal, state and local tax 941114 liens, and past due payments under the existing lease agreement. Further, Seller agrees to indemnify and hold Buyer harmless against and from any claims for any lines, encumbrances or past due debts relating to Country Diner and for claims by third parties of any nature whatsoever relating to Seller's actions which occurred prior to the date of closing. (b) Seller has filed all federal, state and local income tax returns, and all other tax returns which are required to be filed by it, and has paid or arranged for the payment of all taxes owed by it. (c) Seller conducts business as an S Corporation and has authority to enter into and perform its obligations under this Agreement as its sole shareholder. (d) The Buyer may exercise the Right of Offset, should any undisclosed debt, payments, or liabilities relating to Seller arise after the closing date listed herein. 6. Seller will surrender possession of the business immediately upon the Closing Date. 7. Buyer shall pay to Seller a total purchase price of: (a) $35,000 8. The purchase price shall be paid as follows: (a) $20,000 in cash, shall be paid on the Closing Date. (b) The remaining balance shall be reflected by a Promissory Note (Exhibit B)payable in monthly installments commencing one month after the Closing Date and amortized over twenty four (24) months. The Promissory Note shall provide for a thirty (30) day grace period for payments and shall allow prepayment without penalty. 9. To secure Buyer's indebtedness to Seller under the Promissory Note, Buyer shall grant to Seller a security interest, evidenced by a Security Agreement and Financing Statement, in Buyer and its assets, including those purchased pursuant to this Agreement. Buyer warrants that there currently are no other liens or encumbrances in effect against. The Buyerexecuting this Agreement, agrees that any rights or claims which he may have against Buyer shall be subordinated to the security interest granted to Seller under this Agreement. 10. All telephone, gas, electric, water and other utilities, as well as all lease payments, shall be appropriately adjusted between the parties after the Closing Date. Buyer shall be responsible for transferring all such services to its name. 11. The Closing Date for this Agreement shall be April 1, 941170 1993, or such other date as may be mutually agreed to by the parties. The closing shall occur at Country Diner Restaurant, at the hour of 4:30 p.m. 12. Each party shall defend and indemnify the other, its successors or assigns, against any loss, damage or expense, including reasonable attorney fees and court costs, occasioned by or incurred as the result of any breach or misrepresentation of any of the agreements, covenants, representations or warranties contained in this Agreement. 13. This Agreement shall extend to and be binding upon Seller and Buyer, their successors, assigns and legal representatives and remain contingent of Buyers qualifying for a new five year Lease from the Lessor GBGI, Inc. 6825 East Tennessee Building 1 Suite 235, Denver, CO 80224. 14. The waiver of any breach of any term or condition or this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition. 15. Should any provision of this Agreement be held void or unenforceable, the remaining provisions shall remain in full force and effect. 16. Seller and Buyers shall cooperate with each other and shall execute and deliver such other documents as are necessary or desirable in order to effect the purposes of this Agreement. Country Diner, Restaurant Inc. Corporation ("Seller") By: � - President and M orit Shareholder Manuel Corral, Isabel Tarin, and Martha Corral ("Buyers') By: V �C /j4ni(/ ii/ C'.rtt2K!' a e -29 In witness, whereof, I Shelli K. Vaughan, hereunto set my hand this 5th day of April. / My commission expires: /0-11-S 941174 EXHIBIT A Country Diner, Inc. Owner Owned Equipment Owner Buyers Initials Initials Quan. Description 1 714 Stainless Roll Table 1 2 1/214 Chop Table 2 213 Roll Carts 2 Chairs 150 Knives 150 Spoons 150 Forks 48 12 oz. Glasses 22 16 oz. Glasses 92 Coffee Hugs 120 Plastic Water Glasses 2 Anna Microwave Oven 80 Serving Dishes 60 Serving Dishes 4 Toaster 1 Bread Warier 1 113 Chopping Board 1 2X2 Chopping Board 60 Insert Pan 60 Insert Lids 25 Ash Trays 100 Soup Spoons 10 Back Sheets 24 Monkey Dishes 48 Saucers 20 Plastic Bread Baskets 15 Ladels, spoons, etc. 25 Bowls 2 40 qt Pots 7 60 qt Pots 48 Steak Knives 12 Egg Pans 1 Mop Bucket 1 Dirt Picker Upper 50 Forks 50 Spoons 1 214 Grill 4 Plastic Food Container 6 Coffee Pots 1 Stereo Speakers 1 Can Opener April 5, 1993 cost___ -_- 200.00 450.00 90.00 120.00 250.00 250.00 250.00 360.00 520.00 367.00 240.00 850.00 400.00 300.00 460.00 320.00 120.00 180.00 1,300.00 600.00 75.00 250.00 280.00 125.00 120.00 40.00 150.00 75.00 90.00 80.00 75.00 240.00 50.00 40.00 150.00 150.00 450.00 100.00 30.00 100.00 40.00 941174 EXHIBIT A April 5, 1993 Country Diner, Inc. Owner Owned Eguipsent Owner Buyers Initials Initials Quan. Description 40 Coffee Cup Saucers 4 Lettuce Plywood 1 2 Piece Shelf Set 10 Misc Kitchen Tools 8 Plastic Insert 1 Display Doughnut Case 1 Cash Register Stand 1 Calculator 1 Rolex Pile System 1 Filing Cabinet 4 Trash Cans 4 Bus Tray Tubs 1 Cordless Phone 4 Restaurant Signs Cost 60.00 150.00 25.00 60.00 80.00 45.00 160.00 45.00 20.00 60.00 40.00 20.00 80.00 6,800.00 941174 EXHIBIT B April 5, 1993 Country Diner, Inc. Lesser Owned Owner Buyers Initials Initials Quan. Description 7 Tables 36" Round 2 Tables 30" Round 9 Tables 48X30 Rectangular 2 Tables 36X30 Square 78 Chairs 19 Bar Stools 2 Booster Chairs 19 Light Fixtures 5 Pictures on Walls 9 Artificial Plants or Trees 10 Sugar Shakers 6 Salt & Pepper Holders 55 Salt & Pepper Shakers 30 Sugar Holders 30 Ash Trays 89 Soup Bowls 23 Soup Cups 3 Doz. Soup Spoons, Ice Tea Spoons (est) 11 Plastic Handled Steak Knives 9 Doz. Forks, Knives & Reg. Spoons 2 Stainless Steel Calendars 4 18" Stainless Steel Mixing Bowls 1 14" Stainless Steel Mixing Bowls 12 Backing Sheets 12 Insert Lids v/Handles 2 China Cap 4 Cook Fry Pans 6 Egg Pans 6 Cooks Pots (various sizes) 2 40 grt. Soup Kettles 51 Dinner Plates 15 Creaers 26 Monkey Dishes 45 Saucers 58 Liners 4 64 oz. Plastic Pitchers 43 Cups (coffee) 63 Plastic Tumblers 8 Plastic Bread Baskets (wicker looking) $75 Worth of Laddles, Tongs & Large Spoons (est.) 8 Salad Bar Inserts Serial 941174 EXHIBIT B April 5, 1993 Country Diner, Inc. Lesser Owned Owner Buyers Initials Initials Quan. Description ~ 1 Uniwell, Cash Register 1 Delfield, Pie Display Case 36" 1 18' Hand Sink w/Speed Rack 1 72" 3 Compartment Dreams Both Sides 1 Beverage Air 35" Hug Freezer 1 Eagle, Soup Warmer 1 CNC, 58" Reach in Cooler 5 Cooler Racks 1 Can Storage Rack 1 Waitress Station w/Ice Holding Sink 4 Waitress Trays 1 Garland 6 Burner Stove w/24" Grill Attached v/Broiler 1 36. 6 Burner Char Broiler 1 30 lb. Fry Master Gas Natural w/2 Baskets 12 Good Screens 1 Beverage Air 48' (incomplete) w\Sandwich Prep Table 1 72" Gas Steam Table 2 Burner 2 Geat Lamps 1 72' 2 Hole Waitress Server Holding Shelf 1 17" Cooks Wheel 1 Home Type 4 Hole Toaster 1 CNC 29" Reach in Freezer 1 Delfield, 66" Sandwich Bar 1 Belgin Waffel Iron 1 38" Prep Produce Sink 1 87' 3 Compartment Sink 1 Bradford 6 White 75 Gal Hot Water Heater 1 Omas 9' Heat Slicer 1 Amanna Microwave 2 Portion Control Scales 1 Elcheapo 20 Gal Flour Bin 14 Stainless Steel Steam Table Inserts 2 Emergency Lights 3 Exit Signs 2 Hand Blow Dryers In Bathrooms 1 5 H.P. Compressor Unit (Tecumxck) 1 2 1/2 H.P. Tecumxck Compressor Unit 2 7 by 8 ft. 5 H.P. Low Temp Compressor 1 Walk in Cooler 1/2 H.P. Medium Temp. Serial / 71673111 169746T 0611501 365 A 981121 8802FH0288MGF1YST 8536768 A 881126 125589M EF6957993 H5555RT169 A3160PT-168 941174 BILL OF SALE I, Darlene Antzas, Sole shareholder of Country Diner, Inc., in the County of Boulder, State of Colorado, in consideration of Thirty five thousand dollars ($35,000.00) to be paid by Manuel Corral, Isabel Tarin, and Martha Corral, the receipt of which is hereby acknowledged, do hereby grant sell, transfer and deliver unto the said parties the following: 1. Equipment as per Exhibit A. 2. All other company assets to include, but not limited to: a. Licenses b. Recipes c. Exclusive use of name d. Vender and customer lists e. All other items relating to the business. To have and to hold the same Buyers and his heirs executors, administrators, successors and assign, to their use forever. And I hereby covenant with grantee that I am the lawful owner of the said business assets; That they are free from all encumbrances; That I have good right to sell the same as aforesaid; And that I will warrant and defend the same against the lawful claims and dnds of all persons. arlgneAntzas, Selle CA/ Buyer ;704!a Buyer Buyer r 0A-/)Ser 5;/97-1 Date Date d /993 Date / 3 l2 Date In witness, whereof, I Shelli K. Vaughan hereunto set my hand this 5th day of April. My commission expires: R 10 -b -q4 axtu-- K‘ ttAr 941174 APR 5 '93 11:49 FROM BERENBRUM-WE1NSHIENK PAGE.003 LEASE AGREEmEN'l THIS LEASE, dated for reference purposes only, the day of April, 1993, is made by and between G.B.G II, INC., a Colorado corporation (herein called "Lessor"), and MANUAL CORRAL and ISOBELL TARIM d/b/a COUNTRY DINER (herein collectively called "Lessee"). 1. PREMISES. Lessor, for and in consideration of the rents herein reserved to be paid by the Lessee, does hereby lease, let and demise unto Lessee, that certain premises "as is" situated in the County of Weld, State of Colorado, commonly known as UNIT ONE, 10763 Turner Boulevard, Longmont, Colorado 80504, together with all easements, rights and appurtenances pertaining thereto and with the building, structure and other improvements erected and/or to be erected upon said demised premises (the "Premises"), together with all fixtures and equipment located in the Premises, and replacements thereto, as shown on Exhibit A attached hereto. 2. TERM. 2.1 primary Term. The Term and duration of this Lease shall be for five (5) years commencing April 1, 1993, and continuing from month to month thereafter until March 31, 1998. 2.2 Option Terms. The Lessee shall have the option to extend the term of this Lease by giving written notice to the Lessor not later than 120 days prior to the end of the previous Term, for two additional five (5) year periods to -wit, the first from April 1, 1998, until March 31, 2003(the "First Option Term"), and the second five year option period from April 1, 2003, until March 31, 2008 (the "Second Option Term") under the same terms and conditions set forth herein, provided however in order to exercise such Option, no default exists under the Lease. 3. :RENT. 3.1 (a) Base Rental Durina Primary Term The Lessee covenants and agrees to pay to the Lessor minimum monthly rental of $1,000.00 per month, and six (6) percent of the monthly gross sales as that term is hereinafter defined, in excess o;f $21,000 -gross sales per month. The minimum monthly rental of $1,000 shall be due and payable on the 1st day of each month, in advance. Any percentage rental due shall be payable not later than the 15th day of the month for the month just ended. 3.1 (b) Dase Rental During First Option Term. The Lessee covenants and agrees to pay to the Lessor minimum monthly rental of $1,250.00 per month, or six (6) percent of the monthly gross sales as that term is hereinafter defined whichever is greater. The • 941174 7 APR 5 '93 11:50 FROM BERENBAUM-WEINSHIENK PAGE.004 minimum monthly rental of $1,250 shall be due and payable by the 1st day of each month, in advance. If six (6) percent of the gross monthly sales, as that term is hereinafter defined, is in excess of the Minimum Monthly Rental for the month just ending, the difference between $1,250.00 and six (6) percent of such monthly gross sales shall be payable not later than the 15th of the month for the month just ended. For example, percentage rentals for April shall be due by the 15th day of May. 3.1 (c) Base Rental During Second Option Term. The Lessee covenants and agrees to pay to the Lessor minimum monthly rental of $1,500.00 per month, or six (6) percent of the monthly gross sales as that term is hereinafter defined whichever is greater. The minimum monthly rental of $1,500 shall be due and payable by the 1st day of each month, in advance. If six (6) percent of the gross monthly sales, as that term is hereinafter defined, is in excess of the Minimum Monthly Rental for the month just ending, the difference between $1,500.00 and six (6) percent of such monthly gross sales shall be payable not later than the 15th of the month for the month just ended. For example, percentage rentals for April shall be due by the 15th day of May. 3.2 Payment of Rentals. All rentals shall be payable at the office of the Lessor, or at such other place as the Lessor may designate from time to time, in writing, without offset or deduction of any kind whatsoever. 3.3 Partial Montt. In the event that rental under this Lease commences or terminates other than on the first day of the month, then the rental provided for in paragraph 3.1 shall be prorated for the actual number of days left in said month. 3.4 Additional Charges. This Lease is what is commonly called a "net lease," it being understood that Lessor shall receive the rent set forth in Article 3 free and clear of any and all impositions, taxes, real estate taxes, liens, charges or expenses of any nature whatsoever in connection with the ownership and operation of the premises. In addition to the rent reserved by Article 3, Lessee shall pay to the parties respectively entitled thereto all impositions, insurance premiums, operating Charges, maintenance charges, construction costs, and any other charges, costs and expenses which arise or may be contemplated under any provisions of this Lease during the terms hereof. All of such Charges, costs and expenses shall constitute additional charges, and upon failure of Lessee to pay any of such costs, charges or expenses, Lessor shall have the same rights and remedies as otherwise provided in this Lease for the failure of Lessee to pay rent. It is the intention of the parties hereto that this Lease shall not be terminable for any reason by the Lessee and that the Lessee shall in no event be entitled to any abatement of or reduction in rent payable hereunder, except as herein expressly provided. Any present or future law to the contrary shall not alter this agreement of the parties. 941174 APR 5 '93 11:50 FROM BERENBAUM-WEINSHIENK PAGE.005 4. GROSS SALES DEFINED. 4.1 The phrase "gross sales" whenever used herein is hereby defined to mean the dollar aggregate of: (a) The sales receipts of all goods sold on or from the leased Premises for cash or otherwise, including bar and liquor sales; (b) The phrase "gross sales" shall also include gross sales made by any permitted sublessee, concessionaire, licensee or otherwise, in, at, on, or from the leased premises; and such gross sales made by any sublessees, concessionaires, licensees, or otherwise, shall be included in the statement to be furnished by Lessee as hereinafter provided; (c) The term "gross sales" shall not include (i) the exchange of merchandise between stores of Lessee where such exchanges are made solely for the convenient operation of Lessee's business, and not for the purpose of making or consummating a sale which has theretofore been made in, at, on, or from the leased premises or for the purpose of depriving Lessor of the benefits of a -sale which otherwise would have been in, at, on, or from the leased premises; (ii) returns of merchandise :to shippers, manufacturers or suppliers; (iii) sales of fixtures or equipment after use thereof in the conduct of Lessee's business in the leased premises; (iv) in respect to sales on credit, the amount of any credit charges, interest or collection expense received or receivable from Lessee's customers; and (v) sales to people employed by Lessee at the leased Premises. (d) There shall be deducted from gross sales (i) cash or credit refunds made upon transactions included in gross sales; (ii) the amount of any city, county, state or federal sales taxes on such -sales which are required to be collected from the customer, whether included in the purchase price or stated separately therefrom, and paid to the taxing authorities by Lessee; and (iii) in respect to sales on credit, any amounts which in the judgment of Lessee are uncollectible and so charged off by Lessee on its books, where such amounts have been included in the gross sales for that lease year or any preceding lease year, but if there be any upon any subsequent collection of any such amount so charged off by Lessee, the amount so collected shall be included in the gross sales of the lease year period in whichthe same are collected. S. LESSEE'S BOORS AND RECORDS. 5.1 Lessee shall keep full and accurate books of account, records and other pertinent data of the gross sales made in, at, on, or from any business relating to the leased premises which shall be retained for a period of three (3) full calendar years, and shall be available at all reasonable times for inspection at the leased premises by Lessor, or its duly authorized 3 941.1'44 APR 5 '93 11:51 FROM BERENBAUM-WEINSHIENK PAGE.006 representatives, for the purpose of verifying any statement of gross sales required by Lessor and for taking excerpts therefrom. Lessee shall be responsible and require that any permitted sublessee, concessionaire or licensee keep such books, records, information, documents and data as are required hereunder of the Lessee so as to reflect the gross sales of such sublessee, concessionaire or licensee, and such requirements shall be inserted in any permitted sublease, concession or license agreement made by lapses. 6. SALES REPORTS. -6.1 Lessee shall submit to Lessor on or before the 20th day following the end of each business month during the term of this Lease, at the place then fixed for the payment of rent, a written statement signed by Lessee and certified by it to be true and correct and accurate in detail, showing the amount of gross sales for each month during the lease year then ended. The statement referred to herein shall be in such form and style and contain such details and breakdowns as Lessor may reasonably determine. Lessee shall also submit to Lessor within fifteen (15) days after the end of each month during the term of this Lease, a copy of any and all sales tax reports filed by Lessee with the Colorado Tax rarelssioner covering the period of time in the month then ended. 7. AUDIT O8 BOOKS. 7.1 If Lessor shall have an audit made for any period during the term of this Lease, and the gross sales shown by Lessee's statement for such period should be found to be understated by more than one percent (18), then Lessee shall pay to Lessor, within seven (7) days after written demand therefor, including, but not limited to, the fees charged by any firm or individual employed by Lessor to perform the audit. Lessee agrees to pay within seven (7) days after written demand therefor any deficiency in percentage rent shown to be due by such audit, together with interest thereon at the highest rate of interest per annum permitted to be contracted for by individuals in the State of Colorado, as determined from time to time, on the amount of any such deficiency commencing from the last day of the lease year in which the deficiency occurred. If Lessee shall fail to pay any deficiency as herein provided, then such failure to pay shall constitute a breach of this Lease. 8. DELAY IN COMMENCEMENT 8.1 Notwithstanding said commencement date, if for any reason Lessor cannot deliver possession of the Premises to Lanes on said date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligation of Lessee hereunder or extend the term hereof, but in such case, Lessee shall not be obligated to pay rent until possession of the Leased Premises is tendered to Lessee. It Lessor shall not have delivered possession of the Leased Premises within 4 941174 APR 5 '93 11:52 FROM BERENBAUM-WEINSHIENK PAGE.007 thirty (30) days from said commencement date, Lessee may, at Lessee's option, by notice in writing to Lessor within ten (10) days thereafter, cancel this Lease. If Lessee occupies the Leased Premises prior to said commencement date, such occupancy shall not advance the termination date, and Lessee shall pay rent for such period at the initial monthly rates set forth below, calculated on a per diem basis. 6. SECURITY DEPOSIT. 6.1 The Lessee shall pay to Lessor at the time of the execution of this Lease a security deposit of $1,000.00 and the first month's rent referred to above. 7. MAINTENANCE, REPAIRS AND ALTERATIONS. 7.1 j,¢syes's obligations. Lessee shall, during the term of this Lease, keep in good order, condition and repair, the premises and every part thereof, structural or non-structural, and all adjacent sidewalks, landscaping, and signs located in the area which is adjacent to and. included with the premises. Lessor shall incur no expense nor have any obligation of any kind whatsoever in connection with maintenance of the premises, and Lessee expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Lessee the right to make repairs at Lessor's expense or to terminate this Lease because of Lessor's failure to keep the premises in good order, condition and repair. 7.2 Surrender. On the last day of the Primary Termor on any sooner .termination, Lessee shall surrender the premises to Lessor in good condition, broom clean, ordinary wear and tear excepted. Lessee shall repair any damage to the premises occasioned by its use thereof, or by the removal of Lessee's trade fixtures, furnishing and equipment, which repair shall include the patching and filling of holes and repair of structural damage. 7.3 Lessor's Rights. If Lessee fails to perform Lessee's obligations under this Article, Lessor may at its option (but shall not be required to) enter upon the premises, after ten (10) days' prior written notice to Lessee and put the same in good order, condition and repair and the cost thereof together with interest thereon at the rate of eighteen (18) percent per annum shall become due and payable as additional rental to Lessor together with Lessee's next rental installment. 7.4 Alterations and Additions. (a) Lanes shall not, without Lessor's prior written consent, make any alterations, improvements, or additions, in, on or about the premises, except for non-structural alterations not exceeding $3,000.00 in cost. As a condition to giving such consent, Lessor may require Lessee to remove any such alterations, improvements, additions or utility installations at the expiration of the term, and to restore the premises to their prior condition. 5 941174 APR 5 '93 11 53 FROM BERENEAUM-WEINSHIENK PAGE.008 (b) Before commencing any work relating to alterations, additions, and improvements affecting the premises, Lessee shall notify Lessor in writing of the expected date of commencement thereof. Lessor shall then have the right at any time and from time to time to post and maintain on the premises such notices as Lessor reasonably deems necessary to protect the premises and Lessor from mechanics' liens, materialmens' liens or any other liens. In any event, Lessee shall pay, when due, all claims for labor or materials furnished to or for Lessee at or for use in the premises. Lessee shall not permit any mechanics' or materialmens' liens to be levied against the premises for any labor or material furnished to Lessee or claimed to have been furnished to Lessee or Lessee's agents or contractors in connection with work of any character performed on the premises by or at the direction of Lessee. (c) Unless Lessor requires their removal, as set forth herein, all alterations, improvements or additions which may be made on the premises, shall become the property of Lessor and remain upon and be surrendered with the premises at the expiration of the term. Notwithstanding the provisions of this paragraph, Lessee's machinery, equipment and other trade fixtures, other than that which is affixed to the premises so that it cannot be removed with material damage to the premises, or that which was in the premises at the commencement of the Lease or that which is to be retained by Lessor as provided for in this Lease, and is still in the premises at the termination of the Lease, shall remain the property of the Lessee and may be removed by Lessee subject to the provisions herein. 8. OPERATING EXPENSES 8.1 Operating Expenses. The term "Operating Expenses" is intended to be inclusive of all costs of operating and maintaining all portions of the demised premises, but shall not include franchise, estate, inheritance, net income and excess profits taxes of Lessor, interest on and principal retirement of Lessor's mortgage loans, leasing commissions and costs chargeable by Lessor directly to specific tenants. Utilities shall be paid for by Lessee as set forth in paragraph 12. (a) The parties agree that the Lessee shall pay $50.00 per month at the time the monthly rentals are paid as payment for Lessee's water used each month. (b) The Lessee shall pay for and take care of the removal of its own trash. Such removal shall be done regularly and in an orderly fashion so as to keep the leased premises in a clean and sanitary condition. (c) Lessee shall pay all taxes and assessments, general and special, which may be levied upon the Complex or upon any building or improvement owned by Lessor and a part of the Complex and any tax levied in lieu thereof. The Lessee shall have the 6 '1 . o. 941174 APR 5 '93 11:54 FROM BERENBAUM-WEINSHIENK PAGE.OD9 right, at its expense, to protest any taxes or assessments levied against the property or any improvements located thereon. Lessee shall pay the percentage of such taxes as set forth in paragraph 8.2. (d) Lessee shall pay all costs and expenses incurred by Lessor in maintaining fire and extended coverage insurance, property damage and rant loss insurance, liability insurance, and any other insurance maintained by Lessor in connection with the ownership of the demised premises, and that part of any claim required to be paid under the deductible portion of any such insurance policies. Lessee shall pay the percentage of such costs and expenses as set forth in paragraph 8.2. (e) The parties agree that the Lessee shall pay $50.00 per month at the time the monthly rentals are paid as payment for the Common Area Maintenance Fee. 8.2 Additional Rent. (a) In addition to the Basic Rent provided for above, Lessee shall pay to Lessor annually Lessee's Percentage Share of Operating Expenses. Lessee's Percentage Share shall be based on the ratio of the square feet of the premises to the total square feet of the Project, which it is agreed shall be forty-two percent (42%) percent for purposes of this Lease. If the commencement this Lease is other than the first day of a calendar year, during the first and last twelve month period of the term of this Lease, lessee's obligation to pay the foregoing expenses will be prorated based on the number of days of the respective lease year in which the Lease was in effect. (b) Commencing on the first day of the calendar month following commencement of the term hereof, and on the first day of each calendar month thereafter, Lessee will pay to Lessor one twelfth (1/12th) of Lessee's estimated annual payments of $4,016.00 in monthly installments of $343.00 per month. At anytime -and from time to time during the term hereof, Lessor may furnish Lessee with written notice of a re -estimation of the annual expenses to reflect more accurately, in Lessor's reasonable opinion, the current expenses. Commencing on the first day of the calendar month next succeeding delivery of such notice to Lessee, and continuing on the first day of each subsequent calendar month during the term (until subsequently re -estimated), Lessee shall pay to lessor one -twelfth (1/12th) of the Lessee's share of the estimated annual expenses. 9. INSURANCE AND IIfDmc7ITY. 9.1 Liability Insurance. The Lasses shall obtain and keep in force during the term of this Lease a policy of c public liability insurance insuring comprehensive liability arising out ofLessor a qua against any maintenance of he premises and all ownership, rause, or insurance shall be in an amount of not less than $500,000 for 7 941174 APR 5 '93 II:54 FROM 9EREN9AUM-WEINSHIENK PAGE. -010 injury to or death of one person in any one accident or or occurrence and in an amount of not less than $1,000,000 for injury todeath of more than one person in any one accident or occurrence. Such insurance ainst ty damafageh r of at leastsor and $100,000. ssee Theglimits of said for nproperty insurance shall not, however, limit the liability of Lessee hereunder. It the Lessee shall fail to procure and maintain said insurance the Lessor may, but shall not be required to, procure and maintain the same, but at the expense of Lessee. 9.2 Insurance Policies. Insurance required hereunder shall be in companies rated A, AA or better in "Best's Insurance Guide". The Lessee shall deliver, prior to possession, to Lessor, copies of policies of such insurance or certificates evidencing the existence, amount, and payment for one year of such insurance with loss payable clauses satisfactory to Lessor. No such policy shall be cancelable or subject to reduction of coverage or other modification except after ten (10) days' prior written notice to Lessor. Lessee shall, within ten (10) days prior to the expiration of such policies, furnish Lessor with renewals or "binders" thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee upon demand. Lessee shall not do or permit to be done anything which shall invalidate the insurance policies referred to in paragraph 8.1. Lessee shall forthwith, upon Lessor's demand, reimburse Lessor for any additional premiums attributable to any act or omission or operation of Lessee causing such increase in the cost of insurance. 9.3 Waiver of Subrogation. Lessee and Lessor each waive any and all rights of recovery against the other, or against the officers, employees, agents and representatives of the other, for loss of or damage to such waiving party or its property or the property of others under its control, where such loss or damage is insured against under any insurance policy in force at the time of such loss or damage. Lessor and Lessee shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carriers that the foregoing mutual waiver or subrogation is contained in this Lease. 9.4 Hold Harmless. Lessee shall indemnify, defend and hold Lessor harmless from any and all claims arising from Lessee's use of the premises or from the conduct of its business or from any activity, work or things which may be permitted or suffered by Lessee in or about the premises and shall further indemnify, defend and hold Lessor harmless from and against any and all claims arising from any breach or default in the performance of any obligation on Lessee's part to be performed under the provisions of this lease or arising from any negligence of Lessee or any of its agents, contractors, employees or invitees and from any and all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. Lessee hereby assumes all risk of damage to property or injury to persons in or about the premises from any cause, and 8 941174 APR 5 'B3 11:55 FROM BERENEAUM-WEINSHIENK PAGE.011 Lessee hereby waives all claims in respect thereof against Lessor, excepting where said damage arises out of negligence of Lessor. 9.5 Exemption of Lessor from Liability. Lessee hereby agrees that Lessor shall not be liable for injury to Lessee's business or any loss of income therefrom or for damage to the goods, wares, merchandise, or other property of Lessee, Lessee's employees, invitees, customers, or any other person in or about the premises; nor, unless through its negligence, shall Lessor be liable for injury to the person of Lessee, Lessee's employees, agents or contractors and invitees, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other detects of pipes, sprinklers, wires, appliance, plumbing, air conditioning or lighting fixtures, or from any other cause, whether the said damage or injury results from conditions arising upon the premises. 9.6 Equipment in Premises. The equipment shown on Exhibit A attached hereto is the property of the Lessor and the Lessee acknowledges that said items were in the demised premises at the time of the commencement of this Lease. At the termination of this Lease, no matter how occasioned, the Lessee shall deliver the premises together with such equipment to the Lessor in good working order and condition. 10. DAMAGE OR DESTRUCTION. 10.1 Repair and Restoration. In the event the improvements on the premises or the building in which the premises are located are damaged or destroyed, partially or totally, from any cause whatsoever, whether or not such damage or destruction is covered by any insurance, and such damage cannot be rebuilt within a period of fifteen (15) days, then and in that event, this Lease shall forthwith terminate. 10.2 Prorations. Upon termination of this Lease pursuant to this Article, a pro rata adjustment of rent based upon a thirty (30) day month shall be made. 10.3 Abatement of Rentals. In the event the damage or destruction is such that Lessee cannot carry on the operation of its business during the time the Lessor is repairing and restoring the premises, the rentals payable shall be abated. 11. PERSONAL PROPERTY TAXES. Lessee shall pay prior to delinquency all taxes assessed against and levied upon leasehold improvements, trade fixtures, furnishings, equipment and all other personal property of Lessee contained in the premises or elsewhere. Lessee shall cause said leasehold improvements, trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. 9 11174 1 APR 5 '93 11:56 FROM BERENBAUM-WEINSHIENK PAGE.012 12. UTILITIES. Lessee shall pay all gas, heat, light, power, telephone and other utilities and services supplied to the premises (other than water charges, which charges are previously set forth herein), together with any taxes thereon. 13. ASSIGNMENT AND SUBLETTING. 13.1 Lessor's Consent Required. Lessee shall not voluntarily or by operation of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber all or any part of Lessee's interest in this Lease or in the premises without Lessor's prior written consent, which consent shall not unreasonably withheld; provided, however that the Lessee hereunder and the guarantors of this Lease shall continue to remain liable in the event of any such subletting or assigning until they are specifically released in writing by the Lessor. 13.2 No Release of Lessee. Regardless of Lessor's consent, no subletting or assignment shall release Lessee of Lessee's obligations to pay the rent and to perform all other obligations to be performed by Lessee hereunder for the term of this Lease. The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. 14. DEFAULTS AND REMEDIES. 14.1 Defaults. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Lessee: (a) The vacating or abandonment of the premises by Lessee. (b) The failure by Lessee to make any payment of Basic Rent, Additional Rent or any other payment required to be made by Lessee hereunder, as and when due, where such failure shall continue for a period of ten (10) days after written notice thereof from Lessor to Lessee. (c) The failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Lessee, other than described in Paragraph (b) above, where such failure shall continua for a period of thirty (30) days after written notice thereof from Lessor to Lessee; provided, however, that if the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. 10 941174 Th APR 5 '93 11:57 FROM BERENBAUM-WEINSHIENK PAGE.013 (d) (i) The making by Lessee of any general assignment, or general arrangement for the benefit of creditors; (ii) the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the premises or of Lessee's interest in this Lease, where such seizure is not discharged within thirty (30) days. 14.2 Remedies in Default. In the event of any such default or breach by Lessee, Lessor may at any time thereafter, with or without notice or demand and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such default or breach: (a) Terminate Lessee's right to possession of the premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee all damages incurred by Lessor by reason of Lessee's default including, but not limited to, the cost of recovering possession of the premises; expenses of reletting, including necessary renovation and alteration of the premises, reasonable attorney's fees, and any real estate commission actually jid; the worth at the time of award by the court having urisdiction thereof of the unpaid rent for the balance of the term; and that portion of the leasing commission paid by Lessor applicable to the unexpired term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten (10) percent per annum in the event Lessee shall have abandoned the premises, Lessor shall have the option of (i) retaking possession of the premises and recovering from the Lessee the amount specified in this paragraph, or (ii) proceeding under paragraph (b) set forth immediately below. (b) Maintain Lessee's right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the premises. In such event, Lessor shall be entitled to enforce all of Lessor's rights and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. (c) Pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state in which the premises are located. 11 941174 APR 5 '93 11:57 FROM BERENBAUM-WEINSHIENK PAGE.014 14.3 late Charon. Lessee hereby acknowledges that late payment by Lessee to Lessor of rent and other sums due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed on Lessor by the terms of any mortgage or trust deed covering the premises. Accordingly, if any installment of rent or any other sum due from Lessee shall not be received by Lessor or Lessor's designee within ten (10) days after written notice that said amount is past due, then Lessee shall pay to Lessor a late charge equal to One Hundred Dollars ($100.00). The parties hereby agree that such late charge represents a fair and reasonable estimate of the cost Lessor will incur by reason of late payment by Lessee. In addition to the foregoing, all rent not paid when due bears interest at the rate of eighteen (18) percent per annum from the due date until paid. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee`s default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. 15. CONDEMNATION. 15.1 If the premises or any portion thereof, are taken under the power of eminent domain, or sold by Lessor under the threat of the exercise of said power (all of which is herein referred to as "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever occurs first. If more than twenty-five (25%) percent of the floor area of any buildings on the premises, or more than twenty-five (25%) percent of the land area of the premises not covered with buildings, is taken by condemnation, either Lessor or Lessee may terminate this Lease as of the date the condemning authority takes possession by notice in writing of such election within twenty (20) days after Lessor shall have notified Lessee of the taking or, in the absence of such notice, then within twenty (20) days after the condemning authority shall have taken possession. 15.2 If this Lease is not terminated by either Lessor or Lessee, then it shall remain in full force and effect as to the portion of the premises remaining, -provided the rental shall be reduced in proportion to the floor area of the buildings taken within the premises. In the event this Lease is not so terminated, then Lessor agrees, at Lessor's sole cost, as soon as reasonably possible to restore the premises to a complete unit of like quality and character as existed prior to the condemnation. All awards for the taking of any part of the premises or any payment made under the threat of the exercise of power or eminent domain shall be the property of Lessor, whether made as compensation for diminution of value of the leasehold or for the taking of the fee or as severance damages provided, however, that Lessee shall be entitled to any award for loss of or damage to Lessee's trade fixtures and removable personal property. 12 941174 APR 5 '93 11 58 FROM BERENBAUM-WEINSHIENK PAGE.015 16. USE AND LICENSES. 16.1 Erse. The premises shall be used for a restaurant and lounge. Lessee shall not'use or permit the use of the premises in any manner that will tend to create waste or a nuisance. Lessee shall, at Lessee's expense, comply promptly with all applicable statutes, ordinances, rules, regulations, orders and requirements in effect during the Term or any part of any Term hereof regulating the use by Lessee of the premises, including but not limited to obtaining and maintaining appropriate business and liquor licenses. 16.2 Hazardous Waste. The Lessee will not use the property for storage or disposal of any hazardous materials, substances, or wastes and it agrees to indemnify the Lessor against any claims arising out of the Lessee's use of the property as concerns hazardous materials, substances, or wastes. 17. GENERAL PROVISIONS. 17.1 slang. Lessee acknowledges that Lessor has advised Lessee that exterior signs advertising the business being carried on in the premises are not the property of the Lessor and the Lessee will make arrangements as it deems advisable and in its best interests for the rental and use of such signs, with the cost for such use to be paid by the Lessee directly to the owner of such signs. Such payment shall not affect the rental paid by the Lessee to the Lessor. 17.2 Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 17.3 Time of Essence. Time is of the essence of this Agreement. 17.4 Captions. Article.and paragraph captions are not a part hereof. 17.5 Waivers. No waiver by Lessor of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by Lessee of the same. or any other provision. Lessor's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding breach by Lessee of any provision hereof, other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor's1 knowledge of such preceding breach at the time of acceptance of such rent. 17.6 Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive, but shall wherever possible, be cumulative with all other remedies at law or in equity. 13 941174 ' t! Y APR 5 '93 11:59 FROM BERENBAUM-WEINSHIENK PAGE.016 17.7 Covenants and Conditions. Each provision of this Lease performable by Lessee shall be deemed both a covenant and a condition. 17.8 Subordination. In the event that the premises are now, or may become, subject to any lien of any mortgage or deed of trust constituting a first lien on the premises in favor of any lender, Lessor shall secure from such lender a written agreementthat, in if by foreclosure or otherwise, such lender or any successor interest shall come into possession or become the owner of the premises, it will not disturb the possession, use or enjoyment of the premises by the Lessee, nor disaffirm this Lease or Lessee's rights hereunder, so long as all obligations of Lessee are fully performed in accordance with the provisions of this Lease. 17.9 Attorney's Fees. If either party named herein brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action, on trial or appeal, shall be entitled to his reasonable attorney's fees to be paid by the losing party as fixed by the court. 17.10 Lessor's Access to Premises. Lessor and Lessor's agents shall have the right to enter the premises at reasonable times for the purposes of inspecting the same, showing the same to prospective purchasers or lenders, and to post notices such as provided for by section 38-22-105(2) Colorado Revised Statutes (1973, as amended), or which Lessor deems necessary or desirable for the protection of Lessor, or to act in cases of emergency. 17.11 Mercer. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies. 17.12 Notices. Whenever under this Lease provision is made for any demand, notice or declaration of any Kind, or where it is deemed desirable or necessary by either party to give or serve any such notice, demand or declaration to the other party, it shall be in writing and served either personally or sent by United States mail, postage prepaid, addressed at the addresses set forth hereinbelow: . To Lessor at: GEG I, Inc. 6825 East Tennessee Building 1, suite 235 Denver, Colorado 80224 cc: Joseph Berenbaum, Esq. Berenbaum & Weinshienk, Y.C. 370 17th Street, 26th Floor Denver, Colorado 80202 14 941174 APR 5 '93 12:00 FROM BERENBAUM-WEINSHIENK PAGE.017 To Lessee at: Manual Corral and Isobel' Tarin d/b/a Country Diner 10763 Turner Blvd., Unit 1 Longmont, Colorado 80504 cc: Mr. Ron Chavez 17.13 Right to Terminate. In the event of a bona fide sale or lease of the entire Complex, of which the demised premises are a part, to a third party in an arm's length transaction, the Lessor or its successor or assigns shall have the right to terminate this Lease upon giving the Lessee one hundred eighty (1'0) days' written notice of such sale or lease and such termination. 18. PARKING. 18.1 Ilse of Parkin Facilities. The Lessee and its employees and customers shall have the nonexclusive right, in common with the Lessor and other Tenants of said building, to park automobiles in the parking area provided by the Lessor, subject to such reasonable rules and regulations as the Lessor may from time to time impose, including the designation of specific areas in which automobiles of the Lessee and its employees must be parked. Upon written notice from the Lessor, the Lessee will furnish the Lessor with the license numbers assigned to its automobiles and the automobiles of its employees. 19. BOLDING OVER. 19.1 Holding Over. If Lessee holds over in possession at the expiration or termination of any Term, such holding over Shall not be deemed to extend the Term, but the tenancy thereafter shall continue as a month -to -month tenancy upon the covenants and conditions herein set forth at a monthly rate of rent equal to twice the rent in effect for the last month of the Term, until terminated by either party by notice designating the date of termination given to the other party, ten (10) days or more before such date. Lessee will indemnify Lessor against any claims and losses arising from a hold over by Lessee. Any hold over shall not limit Lessee's rights at law to evict Lessee or any other remedies legally available to it. The parties hereto have executed this Lease which consists of this page and fifteen (15) other pages at the place and on the dates specified immediately adjacent to their respective signatures. 15 941174 APR 5 '93 12:0I FROM BERENBAUM-WEINSHIENK PAGE.0I8 IN WITNESS WHEREOF, this Lease Agreement is executed by the parties hereto which shall be binding upon the parties hereto, their successors and assigns. LESSOR: G.B.G. I, Inc., a Colorado corporation Executed at: Dated: LESSEE: By: iwwaL CORRAL Executed at: Dated: By: ISOBELL TARIN Executed at: Dated: tacW41o2 33s\eos.1.1f) 16 ** TOTAL PAG94nri 4 G.B.G. I, INC. 6825 EAST TENNESSEE AVENUE BUILDING 1, SUITE 235 DENVER, COLORADO 80224 October 6, 1994 To Whom it May Concern: RE: COUNTRY DINER, UNIT ONE, 10763 TURNER BLVD., LONGMONT, COLORADO This letter is acknowledgement that G.B.G. I, Inc. is the owner of the above property and we are aware that the leasee Country Diner is applying for a liquor license at that property. G.B.G. I, INC. By: Edward Gordon EG:dm P:WP\G0R\521\10-06-94.LIR 941174 APR .5 '93 16:38 FROM BERENBAUM-WEINSHIENK PAGE.017 IN WITNESS CEO?, this Lease Agreement is executed by the parties hereto which shall be binding upon the parties hereto, their successors and assigns. LESSOR: G.B.G. I, Inc., a Colorado corporation By: i iii -c2--c. p Executed at: 1U.uw-c_A..„, ago Dated: Al- 7 - j 3 LESSEE: (;249-n-ry (d[t040'292,:tA 0:=e1.Le Executed at: ynin,p -1 9? Dated: Ai- By: ZSOBELL TAT2Z�i=1 Executed at: (2 & , Dated: A/-7 — 9 3 r�N 16 e.2 ** T( 94_111?....** t. 3 0 G a7 (�1 y CD 47 N COI cn C 61 00 e.+ ""O AcW- Vintd }• N -O V] o oa A II,1,11,,,,1,1,11,,, I,.II I, .I I.I ,II„I„II II, I I I 941174 MINUTES FOR THE BOARD MEETING APRIL 31, 1993 FOR LAS CARRETAS DEL CAMINO Roll Call: Martha Corral Manuel Corral Isabel Tarin present present present Old Business: First meeting of the Las Carretas del Camino Board of Directors after creation of company. No old business. New Business: 1. Motion for election of Officers: Manuel Corral Martha Corral Isabel Tarin President Vice President Secretary/Treasurer Seconded and Passed. 2. Motion for opening Corporate checking account. Seconded and Passed. 3. Motion for purchase of new sign for restaurant. Not to exceed $5,000.00. Seconded and Passed. 4. Motion for Martha Corral to act as on site manager for Del Camino. Salary to be received of $2,000.00 per month as funds are available. Seconded and Passed. 9411r1't 5. Motion to hire Consolidated Management and Accounting Resources, Inc. for preparation of monthly financial statements and any related tax work. SecondedandPassed. 6. Motion for next meeting to be held on April 1, 1994, 7:00 p.m. at 10763 Turner Blvd., Longmont, CO 80504, unless such time as an unscheduled board meeting is necessary. Seconded and Passed. Meeting adjourned. 7,7 rte, ✓� V Secretary/Treasurer Date 1�/q//c? 941174 MINUTES FOR THE BOARD MEETING APRIL 1, 1994 FOR LAS CARRETAS DEL CAMINO Roll Call: Martha Corral Manuel Corral Isabel Tarin Old Business: present present present 1. New business sign purchased for under estimate. 2. Corporate checking account opened and balanced. New Business: 1. Motion to apply for Liquor License. Seconded and Passed. 2. Motion to continue services offered by Consolidated Management and Accounting Resources, Inc. until such time as this board of directors decides to terminate the service agreement. Seconded and Passed. 3. Motion for allowance of use of personal automobile to commute between Las Carretas and Del Camino. Seconded and Passed. 4. Motion for additional advertisement in the form of signs and phone ads. Seconded and Passed. a A SA1..w 1 5. Motion for next meeting to be held on April 1, 1995, 7:30 p.m. at 10763 Turner Blvd., Longmont, CO 80504, unless such time as an unscheduled board meeting is necessary. Seconded and Passed. Meeting adjourned. / <1/- Secretary/Treasurer Date -7/, /97 941174 • PROMISSORY NOTE [Installment Note - Short Forml FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to the order of Darlene Antzas, the sum of Fifteen Thousand [$15,000.00] Dollars, together with interest thereon at the rate of 9% per annum on any unpaid balance. Said sum, inclusive of interest, shall be paid in monthly installments of $685.27 each, with a first payment due 1 May 1993, and a like amount on the same day of each month thereafter until the full amount of this note and accrued interest shall be fully paid. All payments shall be first applied to accrued interest and the balance to principal. The undersigned reserves the right to pre -pay this note in whole or in part without penalty. This note shall be fully payable upon demand of any holder in the event the undersigned shall default in making any payments due under this note within 30 days of its due date. In the event of any default, the undersigned agreed to pay all reasonable attorney fees and costs of collection to the extent permitted by law. This note shall take effect as a sealed instrument and be enforced in accordance with the laws of Colorado. Dated: April 5, 1993 i4L �%2c /a� f / y In witness, whereof I c3he//i 14(- Qaup av\ , hereunto set my hand, this tS day April 1993. LI My Commission expires: 941174 AMORTIZATION SUMMARY MAR -28-1993 COUNTRY DINER Original loan amount Interest rate P & I payment Total interest Number of payments First payment Last payment $15,000.00 9.000% $685.27 $1,446.50 24 MAY 1993 APR 1995 941174 ARTICLES OF INCORPORATION OF DEL CAMINO, INC. KNOW ALL MEN BY THESE PRESENTS: that Isabel Tarin and Manuel Corral the undersigned incorporators, being a natural person of the age of eighteen (18) years or more, and desiring to form a corporation under the laws of the State of Colorado, does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Colorado these ARTICLES OF INCORPORATION. ARTICLE I NAME The name of the corporation shall be Del Camino, Inc. ARTICLE II PERIOD OF DURATION The corporation shall exist perpetually unless dissolved according to law. ARTICLE III PURPOSE The purpose for which this corporation is organized is to transact any lawful business or businesses for which corporation may be incorporated pursuant to the Colorado Corporation Code. ARTICLE IV CAPITAL The aggregate number of shares which this corporation shall have the authority to issue is five thousand (5,000) shares, with a value of no par, which shares shall be designated common stock. No share shall be issued until it has been paid for, and it shall thereafter be nonassessable. ARTICLE V PREEMPTIVE RIGHTS A shareholder of the corporation shall not be -entitled to a preemptive right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares. 941174 ► P AMORTIZATION SCHEDULE MAR -28-1993 ?MT INTEREST PRINCIPAL ADDITIONAL REMAINING PMT # MON PAYMENT PAYMENT PAYMENT BALANCE # MON 1 MAY 112.50 572.77 0.00 14,427.23 2 JUN 10-8.20 577.07 0.00 13,850.16 3 JUL 103.88 581.39 0.00 13,268.77 4 AUG 99.52 585.75 0.00 12,683.02 5 SEP 95.12 590.15 0.00 12,092.87 6 OCT 90.70 594.57 0.00 11,498.30 7 NOV 86.24 599.03 0.00 10,899.27 8 DEC 81.74 603.53 0.00 10,295.74 1993 777.90 4,704.26 0.00 9 JAN 77.22 608.05 10 FEB 72.66 612.61 11 MAR 68.06 617.21 12 APR 63.43 621.84 13 MAY 58.77 626.50 14 JUN 54.07 631.20 15 JUL 49.34 635.93 16 AUG 44.57 640.70 17 SEP 39.76 645.51 18 OCT 34.92 650.35 19 NOV 30.04 655.23 20 DEC 25.13 660.14 1994 617.97 7,605.27 21 JAN 20.18 665.09 22 FEB 15.19 670.08 23 MAR 10.16 675.11 24 APR 5.10 680.17 1995 50.63 2,690.45 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9,687.69 9,075.08 8,457.87 7,836.03 7,209.53 6,578.33 5,942.40 5,301.70 4,656.19 4,005.84 3,350.61 2,690.47 2,025.38 1,355.30 680.19 0.02 941174 ARTICLE VI CUMULATIVE VOTING The shareholders shall not be entitled to cumulative voting. ARTICLE VII SHARE TRANSFER RESTRICTIONS The corporation shall have the right to impose restrictions upon the transfer of any of its authorized shares or any interest therein. The board of directors is hereby authorized on behalf of the corporation to exercise the corporation's right to impose such restrictions. ARTICLE VIII REGISTERED OFFICE AND AGENT The initial registered office of the corporation shall be at 10763 Turner Blvd., Longmont, CO 80504 and the name of the initial registered agent at such address is Isabel Tarin. Either the registered office or the registered agent may be changed in the manner provided by law. ARTICLE IX INITIAL BOARD OF DIRECTORS The initial board of directors of the corporation shall consist of three (3) directors, and the name and address of the person who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are as follows: Manuel Corral 7040 W. 20th Ave. #203 Lakewood, CO 80215 Martha Corral 2210 Quebec Street Denver, CO 80207 Isabel Tarin 4778 W. Byers Street Denver, CO 80219 941174 ARTICLE X INDEMNIFICATION The corporation shall have the power to indemnify its corporate directors, officers, employees, and agent pursuant to C.R.S. 7-3-101.5, as the same may be amended from time to time. ARTICLE XI TRANSACTIONS WITH INTERESTED DIRECTORS No contract or other transaction between the corporation and one or more of its directors of any other corporation, firm, association, or entity in which one or more of its directors are directors of officers or are financially interested shall be either void or voidable solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: (A) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (B) The fact of such relationship or interest is disclosed or known to the shareholders entitled to bore and they authorize, approve, or ratify such contract or transaction by vote or written consent; and (C) The contract or transaction if fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the determining the presence of a quorum at a meeting of the boardofdirectors or a committee thereof which authorizes, approves, or ratifies such contract or transaction. ARTICLE XII VOTING OF SHARES With respect to any action to be taken by the shareholders of this corporation, a vote or concurrence of the holders of a majority of the outstanding shares of the shares entitled to vote thereon, or of any class or series, shall be required. ARTICLE XIII INCORPORATOR The name and address of the incorporator is as follows: Isabel Tarin 10763 Turner Blvd Longmont, CO 80504 • i +'a 941171 BYLAWS OF DEL CAMINO, INC. ARTICLE I OFFICES Section 1.1 PRINCIPAL OFFICE. The principal office of the corporation in the State of Colorado shall be located at 10763 Turner Blvd, Longmont, CO 80504 in the County of Weld. The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may designate or as the business of the corporation may require from time to time. Section 1.2 REGISTERED OFFICE. The registered office of the corporation, required by the Colorado Corporation Code to be maintained in the State of Colorado, may be but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II SHAREHOLDERS Section 2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held at such time on such day as year 1993 for the purpose of electing directors and for the meeting. If the day fixed for the annual meeting shall be a held on the next business day. If the election of directors shall not be held on the -day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Section 2.2 SPECIAL MEETINGS. Special meetings of the shareholders, for any purpose or purposes, unless prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one -tenth of all outstanding shares of the corporation entitled to vote at the meeting. Section 2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or without the State of Colorado, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders within or without the State of Colorado, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the 911174 ' IN WITNESS WHEREOF, the above named incorporator signed these ARTICLES OF INCORPORATION on April 6, 1993. Isabel Tarin Incorporator STATE OF COLORADO as. CITY AND COUNTY OF DENVER I, the undersigned, a notary public, hereby certify that on April 6, 1993, the above -named incorporator personally appeared before me and being by me first duly sworn declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. WITNESS my hand and official seal. My commission expires . 941174 corporation in the State of Colorado. Section 2.4 NOTICE OF MEETING. Written notice stating the place, day, and hour of the meeting of shareholders and, in case of a special meeting, the purpose of purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however, that if the authorized shares of the corporation are to be increased, at least thirty days notice shall be given, and if sale of all or substantially all assets are to be voted upon, at least twenty days notice shall be given. If mailed, such notice shall be deemed to be delivered when deposited in the United States main, addressed to the shareholder at his address as with postage thereon prepaid. Section 2.5 MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. Section 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OR RECORD DATE. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the share transfer book shall be closed for a stated period but not to exceed, in any case, fifty days. If the share transfer books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record datefor any such determination of shareholders, such date in any case to be not more than fifty days, and, in the case of a meeting of shareholders, not less, the ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken, If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any section such determination shall apply to any adjournment. Section 2.7 VOTING RECORD. The officer of agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of the shareholders, a complete record of the shareholders entitled to 41174 vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Therefore, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Colorado, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders. Section 2.8 QUORUM. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by the Colorado Corporation code and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented my adjourn the meeting from time to time for a period not to exceed sixty days without further notice. As such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less that a quorum. Section 2.0 MANNER OF ACTING. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or the Articles of Incorporation or these bylaws. Section 2.10 PROXIES. At all meetings of shareholders a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 2.11 VOTING OF SHARES. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon eachmattersubmitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter. 941174 Section 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS. Shares standing in the name of another corporation may be voted by such officer, agent of proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person, a minor ward, or an incompetent person, may be voted by his administrator, executor, court appointed guardian of conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor,court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Neither shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation of the majority of shares entitled to vote for the election of directors of such corporation is held by this corporation may be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instructions and authority to pay. the redemption price to the holders of the shares upon surrender of certificates therefor. Section 2.13 INFORMAL ACTION BY SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken shall be sighed by all of the shareholders entitled to vote with respect to the subject matter thereof. Section 2.14 VOTING BY BALLOT. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder shall demand that voting be 941174 by ballot. Section 2.15 NO CUMULATIVE VOTING. No Shareholder shall be permitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing by the number of his shares shall equal, or by distributing such votes in the same principal among any number of candidates. ARTICLE III. BOARD OF DIRECTORS Section 3.1 GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors. Section 3.2 PERFORMANCE OF DUTIES. A director of the corporation shall perform his duties as a director, including his duties as a member of any committee of the board, upon which he may serve, in good faith, in manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this section 3.2; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely are: a. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; b. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons, professional, or expert competence; or c. A committee of the board upon which he does not serve, duly designated in accordance with the provision of the articles of incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonable believes to merit confidence. Section 3.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be three (3). Each director shall hold office until the next annual meeting of shareholders or until his successor shall have been elected and qualified. Directors need not be residents of the State of 941174 Colorado or shareholders of the corporation. Section 3.4 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Colorado, for the holding of additional regular meeting without other notice than such resolution. Section 3.5 SPECIAL MEETING. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them. Section 3.6 NOTICE. Written notice of any special meeting of directors shall be given as follows: By mail to each director at his business address at least three days prior to the meeting. By personal delivery or telegram at least twenty-four hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If mailed. such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. Section 3.7 QUORUM. A majority of the number of directors fixed by or pursuant to Section 3.3 of this Article III, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.8 MANNER OF ACTING. Except as otherwise required by low or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall by the act of the Board of Directors. 941174 Section 3.9 INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken by the Board of Directors or by a committee thereof at a meeting may be taken without a meeting if a consent in writing, wetting forth the action so taken, shall be signed by all of the directors or all of the committee members entitled to vote with respect to the subject matter thereof. Section 3.10 PARTICIPATION BY ELECTRONIC MEANS. Any member of the Board of Directors or any committee designated by such Board of Directors may participate in a meeting of the Board of Directors or committee by means of telephone conference or similar communications equipment by which all other persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Section 3.11 VACANCIES. Any vacancies occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders. Section 3.12 RESIGNATION. Any director of the corporation may resign at any time by giving written notice to the president or the secretary of the corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Section 3.13 REMOVAL. Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Corporation Code. Section 3.14 COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the corporation as the Board of Directors shall designate and as shall not be prescribed by the Colorado Corporation Code. Section 3.15 COMPENSATION. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be u41174 paid a salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 3.16 PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action. ARTICLE IV. OFFICERS Section 4.1 NUMBER. The officers of the corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Section 4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Section 4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgement the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Section 4.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, amy be filled by the Board of Directors for the unexpired portion of the term. Section 4.5 PRESIDENT. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, and in the absence of a Chairman of the Board, preside at 911174 all meetings of the shareholders and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 4.6 THE VICE PRESIDENTS. If elected or appointed by the Board of Directors, the Vice President (or in the event there be more than on vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 4.7 THE SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice President, certificates for shares of the corporation, the issuance of -which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 4.8 THE TREASURER. The Treasurer shall: (a) have charge and custody of the be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation is such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to 941174 time may be assigned to him by the President of by the Board of Directors. Section 4.9 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. Section 4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. Section 4.11 SALARIES. The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 5.1 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 5.2 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section 5.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall from time to time be determined by resolution of the Board of Directors. Section 5.4 DEPOSITS. All deposits shall be endorsed in the name of the corporation for deposit only into such bank accounts as shall have been authorized from time to time by resolution of the Board of Directors. ARTICLE VI. SHARES, CERTIFICATES FOR SHARES AND TRANSFER OR SHARES Section 6.1 REGULATION. The Board of Directors may make 941174 such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registers. Section 6.2 CERTIFICATES FOR SHARES. Certificates representing shares of the corporation shall be respectively numbered serially for each class of shares, or series thereof, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman or Vice - Chairman of the Board of Directors or by the President or Vice - President and by the Treasurer or an Assistant Treasurer or by the Secretary or an Assistant Secretary; provided that such signatures may be facsimile if the certificate is countersigned by a transfer agent, or registered by a registrar other than the corporation itself or its employee. Each certificate shall state the name of the corporation, the fact that the corporation is organized or incorporated under the laws of the State of Colorado, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares represented thereby and the par value of the shares represented thereby or a statement that such shares are without par value. A statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the corporation shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge. Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed. The corporation shall not issue certificates representing fractional shares and shall not be obligated to, issue scrip in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors. Section 6.3 CANCELLATION OF CERTIFICATES. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen or destroyed certificates. Section 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES. Any shareholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit for affirmation of that fact and lodge the same with Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of 941174 the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stole or destroyed. Section 6.5 TRANSFER OF SHARES. Subject to the terms of any shareholder agreement relating to the transfer of share or the transfer restrictions contained in the Articles of Incorporation or authorized therein, share of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or the notice thereof, save as expressly provided by the statutes of the State of Colorado. ARTICLE VII. FISCAL YEAR The fiscal year of the corporation shall end on the last day of December in each calendar year. ARTICLE VIII. DIVIDENDS The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation. ARTICLE IX. CORPORATE SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL". ARTICLE X. WAIVER OF NOTICE Wherever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Corporation Code, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall 9-41174 Section 12.5 QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Section 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof. Section 12.7 VACANCIES. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors. Section 12.8 RESIGNATIONS AND REMOVAL. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 12.9 PROCEDURE. The Executive Committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken. CERTIFICATE I hereby certify that the forgoing Bylaws, consisting of fourteen (14) pages, including this page, constitute the Bylaws of Del Camino, Inc., adopted by the Board of Directors of the corporation as of April 6, 1993. Isabel Tarim, President 941174 ACTION BY CONSENT IN LIEU OF THE ORGANIZATIONAL MEETING OF DEL CAMINO, INC. The following action is taken by consent of the Board of Directors of Del Camino, Inc., a Colorado corporation, in lieu of the Organizational Meeting, in accordance with Section 7-4-122 of the Colorado Corporation Code. The following Resolutions are hereby adopted: RESOLVED; That the Board of Directors as stated in the Articles of Incorporation, which were filed with the Colorado Secretary of State on April 6, 1993, is hereby ratified and confirmed as follow: Manuel Corral Martha Corral Isabel Tarin RESOLVED; That the above set forth Directors are to serve until their replacements have been elected at either an Annual or Special Meeting of the Stockholders of this Corporation. RESOLVED; That the Bylaws attached to these Minutes are adopted as the Bylaws of the Corporation. RESOLVED; That the following named persons are elected as Officers of the Corporation to serve until their replacements have been elected at either an Annual or Special Meeting of the Directors of this Corporation: President Secretary Treasurer Isabel Tarin Martha Corral Manuel Corral RESOLVED; That the Seal, an impression of which is set on these Minutes, is hereby adopted as the Seal of the Corporation. RESOLVED; That the specimen stock certificate which is a part of the Corporation's Minute Book, be and hereby is adopted as the form of certificate of stock to be issued to represent shares in the Corporation. RESOLVED; That the Corporation's Minute Book be and hereby is adopted as the record book of the Corporation. RESOLVED; That the Treasurer of the corporation be and hereby is authorized to pay all charges and expenses incident to or 941174 arising out of the organization of the Corporation, and to reimburse any person who has made any disbursement therefor. RESOLVED; That an office of the corporation be established and maintained at 10763 Turner Blvd, Longmont, Colorado 80504, and that meeting of the Board of Directors from time to time may be held either at the principal office or at such other place as the Board of Directors shall from time to time order. RESOLVED; That for the purpose of authorizing the Corporation to do business in any territory or Dependency of the United States or any foreign country in which it is necessary or expedient for this Corporation to transact business, the proper officers of the Corporation are hereby authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the Corporate Seal, to make and file all necessary certificates, reports, powers of attorney and other instruments as may be required by the laws of -such state, territory, dependency or country to authorize the Corporation to transact business therein. RESOLVED; That the Treasurer, or any other officer designated by the Treasurer, be and hereby is authorized to open a bank account on behalf of the Corporation in accordance with a form corporation resolution to be attached hereto and incorporated herein as if it were set forth in full. RESOLVED; That the corporation is authorized through its officers to borrow a sum from such bank as the Board of Directors deems appropriate upon such terms and conditions as they shall negotiate on behalf of the Corporation. The Incorporation hereby presents a form of Plan to Offer Shares of Common Stock for Sale pursuant to IRC SEC. 1244, so that any loss sustained by a Stockholder on the sale or exchange of stock of the Corporation may qualify for ordinary loss deduction treatment on the Stockholder's personal income tax return. The following Resolutions are hereby adopted: RESOLVED; That the Board of Directors hereby approve and adopt the plan to offer common stock for sale as set forth below, and it is further, RESOLVED; That the proper officers of the Corporation are authorized and directed to sell and issue common stock in the total amount of shares in accordance with said plan. 13111'74 PLAN TO OFFER COMMON STOCK FOR SALE PURSUANT TO IRC SEC. 1244 The Corporation is a "small business corporation" as defined in IRC SEC. 1244(c)2 and there is not now outstanding any prior offering of the Corporation to sell or issue any of its common stock. The Corporation shall sell and issue shares of its common stock in a manner such that in the hands of qualified Stockholders such shares shall receive the benefits of IRC SEC. 1244, as amended. The Officers of the Corporation shall sell and issue as many shares of common stock and at such prices, payable in cash or other property (other that stock and securities) as from time to time they deem to be in the best interests of the Corporation, subject to the following: the cash value of (1) In no property event receivedshall for total the amount commn ofand stock exceed $1,000,000.00. (2) The offer to sell and issue common stock shall remain in full force and effect until said shares are sold, or until the Corporation shall make a subsequent offering of common stock or securities convertible into common stock, or for a period of two years from the date of adoption of this Plan by the Board of Directors, whichever comes first. This Plan shall be interpreted and construed in such manner, and the Officers of the Corporation will take such further steps as will enable this Plan to qualify under Section 1244 of the Internal Revenue Code of 1954, as amended, and as will enable the shares of common stock issued hereunder to qualify as "Section 1244 stocks" as defined in said Section. Adopted by the Board of Directors the 10th day of April, 1993. Isabel Tarin, President The following Resolutions are hereby adopted: RESOLVED; That the Board of Directors be and hereby are authorized to issue the unsubscribed capital stock of the corporation at such time for such value and in such amounts as they shall determine. The following stock subscriptions were then received and stock ordered issued upon receipt of the subscription price hereinafter shown: Name Isabel Tarin Manuel Corral Martha Corral Shares 100 100 100 Value Per Share No Par Value No Par Value No Par Value 941174 RESOLVED; That the Corporation execute and file an Election of Small Business Corporation to be taxed under Subchapter S of the Internal Revenue Code of 1954, which election shall be executed by all of the Stockholders of the Corporation; and that a copy of said Election be annexed to these minutes. RESOLVED; That no salaries shall be paid to any of the officers and directors of the Corporation until and unless specifically approved by the Board of Directors. RESOLVED; That the Corporation proceed to carry on the business for which it was incorporated. RESOLVED; That the signing of these Minutes shall constitute full ratification hereof, and further RESOLVED; That the above Resolutions shall be effective April 4, 1993, regardless of the date of execution. Isabel Tarin Manuel Corral Martha Corral Directors 904 114 STATE 8 7 RADO DEPARTMENT OF STATE CERTIFICAI`h I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that the prerequisites for the issuance of this certificate have been fulfilled in compli- ance with law and are found to conform to law. Accordingly, the undersigned, by virtue of the authority vested in me by law, hereby issues A CERTIFICATE OF INCORPORATION TO DEL CAMINO, INC. Dated: APRIL 22, 1993 T� SECRETARY OF STA 941174 LJ Oen2 AS r r c �w s�cit.) Cr, 77'6/ F� Sp L 1i - 6 5 z re O 0O, -O 'r _Q ' WItnS re STrca.t.l r 0 r3 -7 to = .. v r n U -777 -941115- until the date of BUSINESS LEASE This lease, dated April 22, 1993 ,is between Manuel Corral and Isabel Tarin (Sub -lessors) and Martha Corral (sub -lessor) ,as Landlord, and Del Camino Inc DBA Las Carretas ('el Canino ' ul,lessee) as Tenant. In consideration of the payment of the rent and the performance of the covenants and agreements by the Tenant set forth herein, Boulder the Landlord does hereby lease to the Tenant the following described premises situate in 10763 Turner Blvd, Longmont, Colorado County, in the State of Colorado; the address of which is Property mares: Legal Description Said premises, with all the appurtenances, are leased to the Tenant front the date of April 22, 1398 at and for a rental For the full term of $ S7,900.00 payable in monthly installments of $ 1 , 465 . 00 April 22, 1993 daypayable at CBG I , Inc. in advance, on the of each calendar month during the term of this lease, I .;; , without notice. AJJma. THE TENANT, IN CONSIDERATION OF TI IL LEASING OFTIIE I'RENIISES AGREES AS FOLLOWS: I. To pay the rent for the premises above -described. 2. 'lb keep the improvements upon the premises, including sewer connections. plumbing, wiring and glass in good repair, all at leaant' expense, and at the expiration of this lease to surrendei the pi cinises in as good a condition as when the Tenant entered the premises. loss by fie, inevitable accident. and ordinary wear excepted. To keep all sidewalks on and around the premises free and clear of ice and snow, and to keep the entire exterior premises free from all litter, dirt, debris and obstructions; to keep the premises in a clean and sanitary condition as required by the ordinances of the city and county in which the property is situate. which 3. To sublet no part of the premises, and not to assign the lease or any interest therein without the written consent of the Landlord, consent shall not be unreasonably withheld. 4. To use the premises only as Res Lauren t and to use the premises for no purposes prohibited by the laws of the United Stales or the State of Colorado, or of the ordinances of the city or sown in which said premises are located, and for no improper or questionable purposes whatsoever, and to neither permit nor suffer any disorderly conduct, noise or nuisance having a tendency to annoy or disturb any persons occupying adjacent premises. 5. To neither hold nor attempt to hold the Landlord liable for any injury or damage, either proximate or remote, occurring through or caused by the repairs, alterations, injury or accident on or to the premises, or adjacent premises, or other parts of the above premises not herein demised, or by reason of the negligence or default of the owners or occupants thereof or any other person, nor to hold the Landlord liable for any injury or damage occasioned by defective electric wiring, or the breakage or stoppage of plumbing or sewerage upon said premises or upon adjacent premises, whether breakage or stoppage results from freezing or otherwise; to neither permit nor suffer said premises, or the walls or floors thereof, to be endangered by overloading, nor said premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous, nor make any alterations in or changes in, upon, or about said premises without first obtaining the written consent of the Landlord therefor, but to permit the Landlord to place a "For Rent" sign upon the leased premises at any time after sixty (60) days before the end of this lease. 6. To allow the Landlord to enter upon the premises at any reasonable hour. IT IS EXPRESSLY UNDERSTOOD AND AGREED BETWEEN LANDLORD AND TENANT AS FOLLOWS: 7. All charges for water and water rents are to be paid by O Landlord O Tenant. All charges for heating and lighting are to be paid by O Landlord O Tenant. Janitorial services are to be paid by O Landlord O Tenant. 8. No assent, express or implied, to any breach of any one or more of the agreements hereof shall be deemed or taken to be a waiver of any succeeding or other breach. 9. If, after the expiration of this lease, the Tenant shall remain in possession of the premises and continue to pay rent without a written agreement as to such possession, then such tenancy shall be regarded as a month -to -month tenancy, at a monthly rental, payable in advance, equivalent to the last month's rent paid under this lease, and subject to all the terms and conditions of this lease. g g• without bein obligated to 10. If the premises are left vacant and any part of the rent reserved hereunder is not paid, then the Landlord may, do so, and without terminating this lease, retake possession of the said premises and rent the same for such rent, and upon such conditions as the Landlord tnay think best, making such changes and repairs as may be required, giving credit for the amount of rent so received less all expenses of such changes and repairs, and the Tenant shall be liable for the balance of the rent herein reserved until the expiration of the term of this lease. II. The Landlord acknowledges receipt of a deposit in the amount of $ None to be held by the Landlord for the faithful performance of all of the terms, conditions and covenants of this lease. The Landlord may apply the -deposit to cure any default under the terms of this lease and shall account to the Tenant for the balance. The Tenant may not apply the deposit hereunder to the payment of the rent reserved hereunder or the performance of other obligations. 12. At the Landlord's option, it shall be deemed a breach of this lease if the Tenant defaults (a) in the payment of the rent or any other monetary obligation herein; or (b) in the performance of any other term or condition of this lease. The Landlord may elect to cure such default and any expenses of curing may be added to the rent and shall become immediately due and payable. In the event that the landlord elects to declare a breach of this lease, the Landlord shall have the right to give the Tenant three (3) days -written notice requiring payment of the rent or compliance with other terms or provisions of the lease, or delivery of the possession of the premises. In the event any default remains uncorrected after three (3) days written notice, the Landlord, at Landlord's option, may declare the term ended, repossess the premises, expel the Tenant and those claiming through or under the Tenant and remove the effects of the Tenant, all without being deemed guilty in trespass or of a forcible entry and detainer and without prejudice to any other remedies to which the Landlord may be entitled. If at any time this lease is terminated under this paragraph, the Tenant agrees to peacefully surrender -the premises to the Landlord immediately upon termination, and if the Tenant remains in possession of the premises, the Tenant shall be deemed guilty of unlawful detention of the premises. The Landlord shall be entitled to recover from the Tenant all damages by reason of the Tenant's default, including but not limited to the cost to recover and repossess the premises, the expenses of reletting, necessary renovation and alteration expensrjr�cpniitliar� A and the rent for the balance of the term of this lease �7;3S1 / 4 No, 1044. Rev. 2-91. uI 13. In the event the premises shall become yule nantable on account of damage ht fire. flood or act of God, this lease may be thereupon terminated and the rent apportioned to the date of the occurrence of such damage. , 14. In the event of any dispute arising under the terms of this lease, or in the event of non-payment of any sums arising yr ddgr I,}i.ska e and in the event the matter is turned over to an attorney, the party prevailing in such dispute shall be entitled, in addition to other damages or costs, to receive reasonable attorneys' fees from the other party. 15. In the event any payment required hereunder is not made within (10) days after the payment is due, a late charge in the amount of five percent (5%) of the payment will be paid by the Tenant. 16. In the event of a condemnation or other taking by any governmental agency, all proceeds shall be paid to the Landlord hereunder, the Tenant waiving all right to any such payments. 17. This lease is made with the express understanding and agreement that in the event the Tenant becomes insolvent, the Landlord may declare this lease ended, and all rights of the Tenant hereunder shall terminate and cease. 18. The Landlord and the Tenant further agree That all of the terms contained in the lease agreement executed between GBG I , Inc (Landlord) and Manuel Corral and Isabel Tarin (Tenants) apply to this Sub -lease between Del Camino, Inc (Sub -lessee) and Manuel Corral and Isabel Tarim (Sub -lessors). w D-1/9,9,-66 o -7o/ _ J C �S�v� .-eS5?..S SHOULD ANY PROVISION of this lease violate any federal, state or local law or ordinance, that provision shall be deemed amended to so comply with such law or ordinance, and shall be construed in a manner so as to comply. This lease shall be binding on the parties, their personal representatives, successors and assigns. When used herein, the singular shall include the plural, and the use of any • rer shall app l to both ge ders. 72 Attestti-. 9J ad t ' 'i a"n%(0 e p- � t z - — 6„ Attest: 4,eta--ctCeG77- GUARANTEE / 22-atec,C For value received I hereby guarantee the payment of the rent and the performance of the convenants and agreements by the tenant in the within lease covenanted and agreed, in manner and form as in said lease provided. Dated For value received 4 ASSIGNMENT AND ACCEPTANCE assignor, hereby assigns all right, title and interest in and to the within lease unto assignee, the heirs, successors and assigns of the assignee, with the express understanding and agreement that the said assignor shall be and remain liable for the full payment of the rent reserved and the performance of all the covenants and agreements made in said lease by the Tenant therein named, and will pay said rent and fully perform said covenants and agreements in case said assignee shall fail so to do; and in consideration of this assignment, the said assignee hereby assumes and agrees to make all the payments and perform all the covenants and agreements contained in said lease, by the Tenant therein agreed to be made and performed. Dated' • CONSENT OF ASSIGNMENT Consent to the assignment of the within lease to • is hereby given, on the express condition, however, that the assignor shall remain liable for the prompt payment of the rent and performance of the covenants on the part of the Tenant as herein mentioned, and that no further assignment of said lease or subletting of the premises or any part thereof shall be made without further written assent first had thereto. Dated' LANDLORD'S ASSIGNMENT In consideration of One Dollar, in hand paid, I hereby transfer, assign and set over to and •tssign my interest in the within lease, and the rent therein reserved. Dated: 91.1174 Hello