Exhibit 10.7
CONSULTING
AGREEMENT
AGREEMENT made as of
December 4th, 2007, by and between LANCE C. MIGLIACIO, with offices
at 2822 Stonnington Court, Highlands Ranch, Colorado, 80126
(“Consultant”), and VCG HOLDING CORPORATION, INC., with
offices at 390 Union Boulevard, Suite 540, Lakewood Colorado,
80228 (“Client”).
WHEREAS, the Client desires
professional guidance and advice regarding marketing, promotions,
special events at it’s locations (“Services”) and
desires Consultant to aid it in these matters; and
WHEREAS, Consultant has
expertise in such areas and is willing to act as a consultant to
Client upon the terms and conditions set forth in this
Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises herein
contained, the parties hereto agree as follows:
1.
Duties, Scope of Agreement, and Relationship of the Parties
.
(a)
Client
hereby agrees to retain Consultant as an advisor and consultant on
marketing, promotions and special events (“Services”),
consistent with Consultant’s expertise and ability, and
Consultant agrees to consult with Client during the term of this
Agreement. Client understands that Consultant has many other
business interests and will devote as much time as is necessary to
perform his duties under this Agreement. In addition, Client
understands that Consultant’s efforts on behalf of his other
interests are the sole and separate property of
Consultant.
(b)
The
services rendered by Consultant to Client pursuant to this
Agreement shall be as an independent contractor, and this Agreement
does not make Consultant the employee, agent, or legal
representative of Client for any purpose whatsoever, including
without limitation, participation in any benefits or privileges
given or extended by Client to its employees. No right or
authority is granted to Consultant to assume or to create any
obligation or responsibility, express or implied, on behalf of or
in the name of Client. Client shall not withhold for
Consultant any federal or state taxes from the amounts to be paid
to Consultant hereunder, and Consultant agrees that he will pay all
taxes due on such amounts.
2.
Fee .
(a)
In consideration for
performing the Services, the Client shall pay to Consultant a fee
(“Fee”) consisting of eighty thousand (80,000) shares
of the common stock (restricted) of client. All shares when
issued shall be fully paid and non-assessable. This Fee is
due and payable upon the approval of the American stock exchange
for issuance, if required, approval from the American Stock
Exchange
1
shall be applied before
December 11, 2007. Any shares issued pursuant to this
Agreement shall be issued in certificate form to Lance C.
Migliacio.
(b)
Consultant acknowledges
that the common shares issued pursuant to this Agreement
(i) have not been registered under the Securities Act of 1933,
as amended (the “ Act ”), (ii) cannot be
offered or sold except pursuant to a registration statement under
the Act or an exemption from registration under the Act, and
(iii) are being acquired for investment and not with a view to
the distribution thereof. Consultant represents that he is an
“accredited investor” as such term is defined by
Rule 501(a) of Regulation D and also acknowledges he is
capable of evaluating the merits and risks of an investment in the
common shares of VCG.
3.
Expenses
. Client shall
reimburse Consultant for all reasonable and necessary expenses
incurred by him in carrying out his duties under this Agreement
provided Consultant submits related receipts and documentation with
his request for reimbursement and obtains approval from
Client.
4.
Term
. This Agreement
shall continue in effect for a period of five (5) years from
the date hereof. Subject to the continuing obligations of
Consultant under Section 5 below, either party may terminate
this Agreement at any time if the other party shall fail to fulfill
any material obligation under this Agreement and shall not have
cured the breach within 10 days after having r
