Exhibit 10.3
NON-COMPETITION
AGREEMENT
FOR AND IN CONSIDERATION
of a certain assignment of assets as more fully described in
that certain “Agreement For The Purchase And Sale Of
Assets” by and between 1443 Corp
Inc., a Colorado corporation, d/b/a La Boheme Gentleman’s
Cabaret, Seller, and Stout Restaurant Concepts, Inc., or
Assigns, Buyer, signed and dated by the parties
thereto on December 5, 2007, and for other good and
valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the
Seller, and the Officers,
Directors, and Shareholders who own 10% or more of the
outstanding capital
(“Designated Shareholders”) of the Seller, as well as
the Buyer, agree as
follows this 21st day of December, 2007.
1.
Seller, has this date,
sold to Buyer all of the assets of 1443 Corp, Inc,
d/b/a La Boheme
Gentleman’s Cabaret, as contemplated by that certain
agreement dated December 5,
2007, which is engaged in the tavern and adult cabaret
business in the City of Denver,
State of Colorado at 1443 - 1447 Stout Street, Denver,
Colorado.
2.
The
purchase price for the assets includes a substantial amount for
the goodwill of such
business, which goodwill is largely associated with the Seller,
and which could be only
preserved and protected by restricting the ability of Seller, as
well as the Officers,
Directors, and Designated Shareholders thereof, to hereafter
engage in the adult cabaret
business. This Noncompetition Agreement is specifically an
integral part of the
“Agreement For The Purchase And Sale Of Assets”
referenced above.
3.
For a
period of three (3) years after the date of this Agreement,
the Seller, as well as the
Officers, Directors, and Designated Shareholders thereof,
agree not to compete with the
Buyer in any fashion within a fifteen (15) mile radius of
the present location of the
business. Said competition shall not be direct or indirect,
in a adult cabaret
business. For purposes of this Agreement, direct or ind
