Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


This Stock Purchase Agreement (the “Agreement”),
dated as of the 29th day of October, 2007, by and among VCG Holding Company, a
Colorado corporation (“VCG”), or their assigns (“Purchaser”), and Manana
Entertainment, Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas
(hereinafter the “Business”), and Bryan S. Foster (hereinafter “Shareholder”).


 


WHEREAS, the Business operates an adult entertainment facility; and


 


WHEREAS, the
Shareholder is the beneficial and record holder of all of the issued and
outstanding Shares of Manana Entertainment, Inc. (the “Shares”) of the
Business, and Purchaser desires to purchase the Shares subject to and upon the
terms of this Agreement; and


 


WHEREAS, the
Shareholder desires to sell and Purchaser desires to purchase the Shares of the
Shareholder subject to and conditioned upon the terms of this Agreement; and


 


WHEREAS, the
Purchaser desires to purchase the physical structure located on the land where
the Business currently operates, and all contents thereto without the purchase
of the physical land underneath the building, and Shareholder desires to sell
the building and contents thereto; and


 


WHEREAS, the
Purchaser desires to lease the ground underlying the building, and Shareholder
is or will be the owner in fee simple of the land at the time of Closing.


 


NOW,
THEREFORE, in consideration of the foregoing and mutual representations,
warranties and covenants contained herein, the parties agree as follows:


 


ARTICLE I


Recitals


 


Section 1.1.                                   Recitals.   The
Recitals above are an integral part of this Agreement and incorporated herein
by reference as if copied verbatim.


 


ARTICLE II


Purchase and Sale


 


Section 2.1.                                   Purchase
and Sale.   Purchaser shall purchase from Shareholder, and
Shareholder shall sell and transfer to Purchaser, all of his right, title and
interest in the Shares of the Business, the building where the Business is
currently located, and the contents therein.


 


(INITIALED: BF, MO)


 

















 


Section 2.2.                                   Purchase
Price.   The total Purchase Price for the Shares shall be
Three Million Five Hundred Twenty Thousand ($3,520,000.00) Dollars and Three
Million ($3,000,000.00) Dollars shall be allocated for the purchase of the
building now housing Jaguar’s Gold Club Dallas, and all contents contained
therein, including Improvements, Fixtures, and Personal Property as shown on
Schedule 3.1(a)(2), excluding the ground where the building is currently
located, as evidenced by a Demand Note of even date herewith,  in the form of the Demand Note shown on
Schedule 2.2 hereto, to become due and payable on the Effective Date, as
described hereinbelow, and only upon Purchaser receiving the License from the
City of Dallas pursuant to Dallas City Code, Section 41A-4, and Purchaser
having the right to operate the Business.


 


Section 2.3.                                   Earnest
Money.   One Hundred and Fifty Thousand ($150,000.00)
Dollars has heretofore been placed in escrow for the closing of this
transaction, and such escrow account shall be part of the Purchase Price herein
described. In the event of breach of this Agreement solely on the part of
Purchaser, the escrow funds shall be paid to Shareholder as satisfaction of any
and all damages. If Agreement is terminated pursuant to Article 12 hereof, then
all funds held in escrow shall be returned to Purchaser without claims,
damages, or setoff.


 


Section 2.4.                                   Closing.   The
closing of the purchase and sale of the Shares (the “Closing”) shall be held at
a date and time to be agreed upon among the parties, at the offices of United
Title at 4880 Long Prairie, Suite 200, Flower Mound, TX 75028, on or before
October 29, 2007 at a time to be agreed upon between the parties (the “Closing
Date”) at 2151 Manana Drive, Dallas, Texas.


 


Section 2.5                                      Effective
Date.   The Effective Date shall be the date on which the
Purchaser receives the License issued by the City of Dallas, Texas, as set
forth in the Dallas City Code, Section 41A-4, giving Purchaser the right to
operate the Business.


 


Section 2.6                                      Post
Effective Date Settlement Agreement.   In addition to the
Purchase Price set forth above, the parties agree to pay the sums in the manner
set forth in the Post Effective Date Settlement Agreement set forth in Schedule
2.6.


 


ARTICLE III


Conditions Precedent


 


Section 3.1.                                   Deliveries
of Information to  Purchaser.    Shareholder upon the
execution of this Agreement shall provide information to satisfy conditions
precedent to Purchaser, which in its sole and absolute discretion shall
evaluate and review the following information to determine the sufficiency and
accuracy thereof, as set forth in the due diligence section as found in Article
VII. Shareholder shall deliver unto Purchaser immediately upon execution of
this Agreement, or prior to Closing, the following:


 


(INITIALED: BF, MO)


 


2

















 


(a)                                  a
Bill of Sale as shown on Schedule 3.1(a)(1) conveying all the interest in the
Business (Shares) and a Bill of Sale for the building and improvements,
including fixtures and personal property (Improvements, Fixtures and Personal
Property) located at 2151 Manana, Dallas, Texas, as shown on Schedule
3.1(a)(2); and


 


(b)                                 all
licenses and permits required for the operation of the Business as an adult
entertainment business are current and in force with no actions pending for
revocation, or adjudication; and


 


(c)                                  pending
transactions shall have no adverse effect upon the lease of the premises or any
contracts which may have been entered into by Shareholder with third parties or
its customers;


 


(d)                                 that
the Business is properly zoned as an adult entertainment facility at its
present location, and there are currently no amendments or modifications to any
law, rule, regulation, ordinance, statute, code or any court order by federal,
state or local governmental agency, unit, division, or department relating to
the operation of the Business;


 


(INITIALED: BF, MO)


 


(e)                                  documents
necessary to assist Purchaser in applications and actually obtaining the
necessary permits, licenses, and certificates for the ongoing operations of an
adult entertainment business at the current location of Jaguar’s Gold Club
Dallas;


 


(f)                                    documents
necessary to establish the payoff of a certain contract for deed of the real
property where Jaguar’s Gold Club Dallas is currently located, and prior to
Closing a commitment for a title policy from a reputable title insurance
company showing Shareholder as owner of the real property subject only to a
payoff of the contract for deed, and a commitment to issue such title policy
once Shareholder pays such contract for deed. The title policy shall show
Shareholder as the sole owner of the real property in fee simple, with
Purchaser as the owner of the building; and


 


(g)                                 as
set forth in Schedule 5.9 hereto, a Ground Lease fully executed by authorized
individuals for the land where the current Jaguar’s Gold Club Dallas is
located.


 


ARTICLE IV


Documents at Closing


 


Section 4.1.                                   Deliveries
of Individual Shareholder.    Shareholder at Closing shall
deliver to Purchaser the following:


 


(a)                                  executed
Bills of Sales as shown on Schedules 3.1(a)(1) and 3.1(a)(2);


 


(INITIALED: BF, MO)


 


3

















 


(b)                                 all
stock certificates, corporate minute books, stock transfer ledgers, and the
seals (if any) of the Business, or in the alternative, a statement by the Shareholder
that same are lost or do not exist, but that nothing contained therein in any
way has or had any effect on the Shareholder’s ability and authority to perform
under this Agreement or will or has a Material Adverse Effect on the Business
as shown on Schedule 4.1(b);


 


(c)                                  resignations
of the directors and officers of the Business, as shown on Schedule 4.1(c);


 


(d)                                 each
of the certificates and documents necessary to satisfy the conditions and
obligations of the transaction set out herein;


 


(e)                                  all
books, records and accounts, liability policies, financial statements, audited
or unaudited financial records, true and accurate copies of tax returns and
other necessary documents held in the ordinary course of business for the
Business;


 


(f)                                    documents
necessary to establish the payoff of a certain contract for deed of the real
property where Jaguar’s Gold Club Dallas is currently located, and prior to
Closing a commitment for a title policy from a reputable title insurance
company showing Shareholder as owner of the real property subject only to a
payoff of the contract for deed, and a commitment to issue such title policy
once Shareholder pays such contract for deed. The title policy shall show
Shareholder as the sole owner of the real property in fee simple, with
Purchaser as the owner of the building; and


 


(g)                                 a
document committing Shareholder to assist in the transition of the Business for
ninety (90) days following the Effective Date of the transaction contemplated
hereby as shown on Schedule 4.1(g).


 


(h)                                 a
ground lease executed by the owner as set forth in Schedule 5.9.


 


Section 4.2.                                   Deliveries
of Purchaser.   Purchaser at Closing shall deliver to
Shareholder the following:


 


(a)                                  the
Note in accordance with the Purchase Price and the allocations set herein; and


 


(b)                                 an
executed Ground Lease of certain real property where Business is operating as
set forth in Schedule 5.9 herein.


 


(INITIALED: BF, MO)


 


4

















 


ARTICLE V


Representation and Warranties of the
Shareholder


 


The Shareholder represents and warrants to
the Purchaser as follows:


 


Section 5.1.                                    Organization
and Qualification.   The Business (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
its organization, (ii) has the requisite corporate power to carry on its
business as now being conducted, and (iii) is duly qualified as a corporation
in good standing in each jurisdiction in which the conduct of its business
requires such qualification, except where the failure to be so qualified would
not, individually or in the aggregate, have a Material Adverse Effect (as
defined in Section 13.1(a)). The Business does not own, of record or
beneficially, either directly or indirectly, any capital stock or other equity
or ownership or proprietary interest in any business, and does not have any
obligation to acquire such an interest.


 


Section 5.2.                                    Shareholder
Authorization.   The execution, delivery and performance by
the Shareholder of this Agreement and the consummation of the transactions
contemplated hereby are within the Shareholder’s power and has been duly
authorized by all necessary action. This Agreement constitutes the valid and
binding obligation of the Shareholder, and enforceable against the Shareholder
in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general application
affecting the enforcement of creditors’ rights generally.


 


Section 5.3.                                    Financial
Data.   (a) The Shareholder has previously furnished to the
Purchaser copies of the Business’ compiled balance sheets and related
statements of income and cash flows along with existing applicable tax
documents from all governmental entities, if any, beginning June 20, 2006
through September 2007,  as set forth in
Schedule 5.3(a). In addition thereto, the Business shall cause to be furnished
all compiled balance sheet and related statements of income for calendar year
2007 up to September 30, 2007, and within 30 days following Closing for the
period ended on the Effective Date (collectively, the “Financial Statements”). The
Financial Statements (i) are and will be complete and correct, (ii) do and will
fairly present the financial condition of the Business as of the dates thereof
and the results of operations and cash flows of the Business for the periods
covered thereby, and (iii) have been and will be prepared in accordance with
cash/tax accounting methods consistently applied. There has been no material
adverse change in the operations or financial condition of the Business, taken
as a whole, and no series of events have occurred that could reasonably be
expected to have a Material Adverse Effect. All exceptions to the foregoing, if
any, are fully disclosed in Schedule 5.3(c) hereto.


 


(b) There are no liabilities, debts,
obligations or claims against the Business of any nature, absolute or
contingent except (i) as and to the extent reflected or reserved against on the
balance sheet of the Business as shown in the financial data contained in
Schedule 5.3(a) (“Reference Financial Data”); (ii) as specifically described


 


(INITIALED: BF, MO)


 


5

















 


and identified as an exception to this paragraph in any of the
Schedules delivered to Purchaser pursuant to this Agreement or (iii) as
incurred since the last date shown on the Reference Financial Data in the
ordinary course of business consistent with prior practice. All exceptions to
the foregoing, if any, are fully disclosed in Schedule 5.3(b) hereto.


 


Section 5.4.                                    Ownership
of Shares.   All such issued and outstanding Shares have
been duly authorized and issued, are fully paid and non-assessable, are free of
preemptive rights, and will at the date of closing be owned of record and
beneficially by the Shareholder. The Business does not have any outstanding
options, warrants or similar rights to acquire, or any securities convertible
into or exchangeable for, any of its Shares. Upon consummation of the
transactions contemplated herein, the Purchaser will own the entire equity
interest in the Business.


 


Section 5.5.                                    Consents
and Approvals.   Except as set forth on Schedule 5.5 hereto,
the execution, delivery and performance by the Shareholder of this Agreement
and the consummation of the transactions contemplated hereby require no action
by or in respect of, or any filing with or notice to, any governmental or
regulatory body, agency or official which, if not obtained or made, would have
a Material Adverse Effect. Except as set forth on Schedule 5.5, neither the
execution, delivery and performance by the Shareholder of this Agreement, nor
the consummation of the transactions contemplated hereby, will (a) violate,
conflict with, or result in a breach of any provision of the articles of
organization or operating agreement of the Business or of any applicable law,
regulation, rule, order, judgment, decree or writ of any foreign, federal,
state or local governmental or regulatory authority or body or court
(collectively, “Law”) or (b) result in a default (or give rise to any penalty
or give to any third party a right of termination, cancellation, acceleration
or result in the creation of any material Encumbrance) under any of the terms,
conditions or provisions of any Material Contract (as defined in Section 5.10) to which the Business is a party or by
which it is bound, except for such violations, breaches or defaults which would
not, individually or in the aggregate, have a Material Adverse Effect.


 


Section 5.6.                                    Litigation.   Except
as set forth in Schedule 5.6 hereto, there are no claims, actions, suits,
approvals, investigations, informal objections, complaints or proceedings
pending against or affecting the Business before any court, arbiters or
administrative, governmental or regulatory authority or body, or any of the
Business or assets thereof, subject to any order, judgment, writ, injunction or
decree, except for matters which would not, individually or in the aggregate,
have a Material Adverse Effect. There are no claims, actions, suits, approvals,
investigations, informal objections, complaints or proceedings pending against
the Shareholder before any court arbiters, or administrative, governmental or
regulatory authority or body, nor is the Shareholder subject to any order,
judgment, writ, injunction or decree, for matters which will not prevent,
materially delay or materially burden the transactions contemplated hereby.


 


Section 5.7.                                    Compliance
with Law.   Except as set forth on Schedule 5.7 hereto, the
Business is not in violation of any Law, except where any such violation would
not, individually or in the aggregate, have a Material Adverse Effect. Except
as


 


(INITIALED: BF, MO)


 


6

















 


set forth on Schedule 5.7 the Business has all permits, approvals,
licenses and franchises from governmental authorities required to conduct their
business as now being conducted (collectively “Permits”), and is in compliance
with all such Permits, except for such Permits the absence of which would not,
individually or in the aggregate, have a Material Adverse Effect.


 


Section 5.8.                                   Tax
Matters.   As of the date of organization and at all times
thereafter, the Business has been and continues to be a corporation within the
meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Except as
described on Schedule 5.8, the Business, as of the date hereof, has timely and
accurately filed all federal, state, foreign and local tax returns and reports
required to be filed by it prior to such date, and has timely and accurately
paid or made adequate provision on its Financial Statements for all taxes shown
to be owing thereon, and will continue to do so through the Effective Date. The
Business has collected or withheld all amounts required to be collected or
withheld by it for any taxes and all such amounts has been paid to the
appropriate governmental agencies or reserved for future payment when due.
There are, and on the Effective Date will be, no due and unpaid taxes,
additions to tax, penalties, or interest payable by the Business or by any other
entity that are or could become a lien on any asset, or otherwise adversely
affect the business, properties or financial condition, of the Business. Unpaid
taxes not yet due will be accrued on the Business’ books as of the Effective
Date. The Business is in compliance with, and its records contain all
information and documents necessary to comply with, all applicable information
reporting and tax withholding requirements. The balance sheet contained in the
Financial Statements fully and properly reflects, as of the date thereof, the
liabilities of the Business for all accrued taxes, additions to tax, penalties
and interest. The Business is not, nor will it become, subject to any
additional taxes, interest, penalties or other similar charges as a result of filing
or failing to file timely or accurately, as required by applicable law, any tax
return or to pay timely any amount required to be paid with respect thereto,
including, without limitation, any such taxes, interest, penalties or charges
resulting from the obtaining of an extension of time to file any return or to
pay any tax. No assessments or notices of deficiency or other communications
have been received by the Business with respect to any such return. There are
no agreements between the Business and any taxing authority, including, without
limitation, the Internal Revenue Service, waiving or extending any statute of
limitations with respect to any tax return, and it has not filed a consent
under Section 341(f) of the Code. The Business is not required to include in
income any amount for an adjustment pursuant to Section 481 of the Code. The
Shareholder is not a “foreign person” for purposes of Section 1445 of the Code.
None of the transactions contemplated hereby will result in any of the Business
making or being required to make any “excess parachute payment” as that term is
defined in § 280G of the Code. Purchaser hereby acknowledges that the 2006 tax
return has yet to be filed, but Seller agrees that such tax return will be
filed as soon as practicable after the Closing Date. Any taxes, interest and
penalties due thereon for 2006 will be paid by Seller.


 


Section 5.9.                                     Real
Property.   No real property is being transferred. The
building (Improvements, Fixtures and Personal Property) which is currently
occupied by the


 


(INITIALED: BF, MO)


 


7

















 


facility known as Jaguar’s Gold Club Dallas, is being transferred, as
stated herein. Shareholder warrants that he has the authority to enter into a
ground lease for the real property, and the authority to execute such lease as
shown in Schedule 5.9 attached hereto and incorporated by reference.


 


Section 5.10.                               Material
Contracts.   Except as listed or described on Schedule 5.10
hereto, as of the date hereof, the Business is not a party to or bound by any
written or oral leases, agreements, instruments, or other contracts or legally
binding contractual commitments (“Contracts”) that are of a type described
below (collectively, the “Material Contracts”):


 


(i) any collective bargaining arrangement with any labor union;


 


(ii) any Contract, singly or in the aggregate, for capital expenditures
or the acquisition or construction of fixed assets in excess of $2500.00;


 


(iii) any Contract, singly or in the aggregate, for the purchase or
sale of inventory, materials, supplies, merchandise, machinery, equipment,
parts or other property, assets, or services requiring aggregate future
payments in excess of $2500.00 (other than standard inventory purchase orders
executed in the ordinary course of business);


 


(iv) any Contract relating to the borrowing of money or the guaranty of
another person’s borrowing of money;


 


(v) any Contract granting any person a lien on all or any part of assets;


 


(vi) any Contract granting to any person a first refusal, first offer
or similar preferential right to purchase or acquire any of its assets;


 


(vii) any Contract under which the Business is (A) a lessee or
sublessee of any machinery, equipment, vehicle (including fleet equipment) or
other tangible personal property, or (B) a lessor of any property, in either
case having an original value in excess of $2500.00;


 


(viii) any Contract limiting, restricting or prohibiting it from
conducting business anywhere in the United States or elsewhere in the world or
any Contract limiting the freedom of the Business to engage in any line of
business or to compete with any other Person;


 


(ix) any joint venture or partnership Contract;


 


(x) Contracts, singly or in the aggregate, requiring future payments of
$2500.00 or more that require the consent of the other party thereto in
connection with the transactions contemplated hereby; and


 


(INITIALED: BF, MO)


 


8

















 


(xi) any material employment Contract with any employee.


 


The Shareholder has made available to the
Purchaser a true and complete copy of each written Material Contract, including
all amendments or other modifications thereto. Except as set forth on Schedules
5.9 and 5.10 hereto, each Material Contract is a valid and binding obligation
of each party thereto, enforceable in accordance with its terms, subject only
to bankruptcy, reorganization, receivership and other laws affecting creditors’
rights generally. Except as set forth on Schedules 5.9 and 5.10 hereto, the
Business has performed all obligations required to be performed by it under the
Material Contracts and the Business is not in breach or default thereunder.


 


Section 5.11.          Personal
Property.   Except as set forth on Schedule 5.11 hereto, the
Business has good and marketable title to the assets reflected on its books and
records as owned by it (other than real property) free and clear of all
Encumbrances other than Permitted Liens.


 


Section 5.12.          Environmental
Safety Matters. Except as shown on Schedule 5.12, as of the Effective Date,
Seller is not in receipt of any notice from a governmental entity regarding
environmental claims with respect to the Property located at 2151 Manana Drive,
Dallas, Texas, and has no personal knowledge of any negative environmental issues.


 


Section 5.13.          Employee
Relations.   Except as set forth on Schedule 5.13 hereto,
within the last two years, the Business has not experienced any strike,
picketing, boycott, work stoppage or slowdown or other labor dispute, nor is
any such event or any organizing effort threatened against it. Except as set
forth on Schedule 5.13 hereto, there is no pending charge or complaint of
unfair labor practice, employment discrimination or similar matters against the
Business relating to the employment of labor.


 


Section 5.14.          Business
Insurance.   The Business has no insurance in force on or
before the Closing. The risk of loss will not pass to the Purchaser until the
Effective Date.


 


Section 5.15.          Absence
of Changes.   The Business has not, except as specifically
disclosed on Schedule 5.15 attached hereto:


 


5.15.1. except as set forth in Schedule 5.15, transferred, assigned or
conveyed any of its assets or business or entered into any transaction or
incurred any liability or obligation, other than in the ordinary course of its
business and consistent with past practice;


 


5.15.2. suffered any adverse change in its business, operations, or
financial condition of the Business or become aware of any event which may
result in any such adverse change, the effect of which has had or could have a
Material Adverse Effect;


 


(INITIALED: BF, MO)


 


9

















 


5.15.3. written off as uncollectible any notes or accounts receivable
or any portion thereof, other than in the ordinary course of business;


 


5.15.4. suffered any destruction, damage or loss to property (casualty
or other), whether or not covered by insurance;


 


5.15.5. suffered, permitted or incurred the imposition of any lien,
charge, encumbrance (which as used herein includes, without limitation, any
mortgage, deed of trust, conveyance to secure debt or security interest) or
claim upon any of its assets, except for any current year lien with respect to
personal taxes not yet past due;


 


5.15.6. committed, suffered, permitted or incurred any default in any
material liability or obligation;


 


5.15.7. made or agreed to any material adverse change in the terms of
any contract or instrument to which it is a party;


 


5.15.8. waived, canceled, sold or otherwise disposed of, for less than
the face amount thereof, any material claim or right it has against others;


 


5.15.9. (a) disposed of or permitted to lapse, or otherwise failed to
preserve then existing exclusive rights, if any, of the Business to use any (i)
patent, trademark, trademark registration, logo, assumed name, trade name,
copyright or copyright registration, or (ii) any patent, trademark, trade name
or copyright application, (b) disposed of or permitted to lapse any license,
permit or other form of authorization, or any trade name, or (c) disposed of or
disclosed to any Person any trade secret, formula or process;


 


5.15.10. made any change in any method of accounting or accounting
practice;


 


5.15.11. except as set forth in Schedule 5.15 declared, promised or
made any distribution or other payment to the Shareholder (other than
compensation payable in the ordinary course to employees of the Business
consistent with past practice), or issued any additional Shares or rights,
options or calls with respect to its Shares, or redeemed, purchased or
otherwise acquired any of its Shares, or made any change whatsoever in its
capital structure;


 


5.15.12. increased or changed, or agreed to increase or change, its
obligation for any payment for, any contribution or other amount to, or with
respect to, any employee benefit plan, or paid any bonus to, or granted any
increase in the compensation of, its directors, officers, agents or employees,
or made any increase in the pension, retirement or other benefits of its
directors, officers, agents or other employees;


 


5.15.13. except as set forth in the Schedules hereto, paid, loaned or
advanced any amount to or in respect of, or sold, transferred or leased any
properties or assets (whether real, personal, mixed, tangible or intangible)
to, or entered into any agreement, arrangement or transaction with, the
Shareholder, any of the officers or


 


(INITIALED: BF, MO)


 


10

















 


directors of the Business, or any affiliate or associate of any of
them, or any business or entity in which the Shareholder or the Business or any
affiliate or associate of any of them has any direct or indirect interest,
except for compensation to the officers and employees of the Business, or the
Shareholder;


 


5.15.14. committed, suffered, permitted or incurred any transaction or
event which would increase its tax liability for any prior taxable year;


 


5.15.15. except for the Leases, entered into any lease of real property
or material lease of personal property;


 


5.15.16. except as set forth in Schedule 5.3(a) or 5.3(b) incurred any
other liability or obligation or entered into any transaction other than in the
ordinary course of business;


 


5.15.17. terminated or amended or suffered the termination or amendment
of, or failed to perform in all material respects all of its obligations or
suffered or permitted any default to exist under any contract, lease, agreement
or license;


 


5.15.18. received any notices that any supplier or customer has taken
or contemplates any steps which could materially and adversely disrupt the
business relationship of the Business with said supplier or customer; or


 


5.15.19. agreed, whether in writing or otherwise, to take any action
described in this Section 5.15.


 


Section 5.16.          Independent
Contractors.    The Business has heretofore utilized
independent contractors to work as entertainers/dancers in the facility known
as Jaguar’s Gold Club Dallas. Shareholder hereby warrants that he has
continually treated the entertainers/dancers as independent contractors, and
has complied hereto with all applicable federal and Texas laws concerning those
independent contractors, and shall do so up until the Effective Date.


 


Section 5.17.          Broker.
   Shareholder hereby warrants that no broker, finder, or
investment banker is entitled to any brokerage, finders or other fee of
commission in connection with the transaction contemplated by this Agreement
based upon arrangements made by or on behalf of the Shareholder.


 


Section 5.18.          Limitation
on Representations and Warranties.    The representations
and warranties set forth in Sections 5.6, 5.7, and 5.13 shall be limited to the
best of Shareholder’s knowledge, provided, however, that should there be a
breach of any of said sections that occurred prior to the Effective Date which
arise within two (2) years after the Effective Date, the Shareholder shall be
solely responsible for any damages to Purchaser as a result of said breach and
will indemnify and hold harmless Purchaser. Sections 5.8 and 5.12 shall also be
limited to the best of Shareholder’s knowledge, but shall not be subject to the
two (2) year termination of liability as set forth above as to a breach which
occurred prior to the Effective Date.


 


(INITIALED: BF, MO)


 


11

















 


ARTICLE
VI


 


Representations and Warranties of Purchaser


 


Purchaser
represents and warrants to the Business and Shareholder as follows:


 


Section 6.1.                                   Organization
and Qualification.    Purchaser is a corporation or other
legal entity duly formed, validly existing and in good standing under the laws
of the State of Colorado or other state. The Purchaser has the requisite
corporate power to execute and deliver this Agreement and to carry-out the
transactions contemplated hereby. If necessary, the Purchaser is duly qualified
as a foreign corporation in good standing in each jurisdiction in which the
conduct of its business requires such qualification, except where the failure
to be so qualified would not prevent or materially delay consummation of the
transactions contemplated hereby.


 


Section 6.2.                                    Authorization.   The
execution, delivery and performance by the Purchaser of this Agreement and the
transactions contemplated hereby are within the powers of the Purchaser and
have been duly authorized by all necessary action. This Agreement constitutes a
valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws of
general application affecting the enforcement of creditors’ rights generally.


 


Section 6.3.                                    Consents
and Approvals.    The execution, delivery and performance by
the Purchaser of this Agreement and the consummation of the transactions
contemplated hereby have been duly approved by VCG, its board of directors, and
those individuals executing this Agreement shall have all necessary authority
for the action therein taken. VCG has or will notify all required regulatory
bodies, or governmental agencies, as needed, of the transaction contemplated
hereby. Neither the execution, delivery and performance by the Purchaser of
this Agreement, nor the consummation by the Purchaser of the transactions
contemplated hereby, will (a) violate, conflict with, or result in a breach of.
any provision of the charter or bylaws of the Purchaser or (b) result in a
default (or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, franchise, permit, lease, agreement or
other instrument or obligation to which the Purchaser are a party, or by which
its properties or assets may be bound, except for such violations, breaches or
defaults which would not prevent or materially delay consummation of the transactions
contemplated hereby.


 


ARTICLE
VII


 


Due
Diligence


 


Section 7.1.                                   Shareholder’s
documents.    Prior to the execution hereof, Shareholder
shall have produced for inspection and review the Business records beginning as
of June 20, 2006 through September 2007 (the “Confidential Records”) for


 


(INITIALED: BF, MO)


 


12

















 


the inspection by Purchaser, along with a copy of any items to be
included on any or all of the Schedules which are a part of this Agreement. Purchaser
hereby acknowledges that the due diligence has been completed as required as of
the Closing Date and the execution of this Agreement shall indicate Purchaser’s
acceptance of this Agreement and the completion of the due diligence required
herein.


 


Section 7.2.                                   Covenant
of Cooperation.    Shareholder or its employees and agents,
has fully and accurately cooperated with Purchaser in all aspects of their
inquiry during this due diligence phase.


 


ARTICLE VIII


 


Covenants


 


Section 8.1.                                    Future
Assurances.   Shareholder herein shall continue to work with
Purchaser to consummate the transaction herein, and Shareholder covenants to
execute all reasonably required documents, as may be determined from time to
time in the sole and absolute discretion of Purchaser, and work with Purchaser
for the acquisition of all necessary licenses, permits, or certificates which
may be required by any and all governmental entities.


 


Section 8.2.                                    Personnel
of Purchaser.    Upon execution hereof, Shareholder shall
allow an individual designated by Purchaser to immediately be placed into the
operating facility of Jaguar’s Gold Club Dallas for an inspection of the
day-to-day operation of the Business, including but not limited to accountings,
business operations, cash management, and other day-to-day material aspects of
the Business. Shareholder hereby covenants that the individual so designated by
Purchaser shall have full and open opportunity to observe every aspect of the
operations of the Business, and shall cooperate with that individual in
providing reasonably requested information, documents, personnel, and other
vital elements of the day-to-day operations of the Business.


 


Section 8.3.                                    Conduct
of Business.    Except as contemplated by this Agreement or
otherwise consented to in writing by the Purchaser, during the period from the
date of this Agreement to the Effective Date, the Business shall, and the
Shareholder shall cause the Business to, conduct their business in the ordinary
course of business of the Business consistent with past practice, all as may be
required to carry on the business in the ordinary course of the Business
consistent with past practice, and the Business will not intentionally take any
actions that could reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, and except as otherwise
expressly provided in this Agreement, prior to the Effective Date, the Business
will not and Shareholder will not permit the Business to, without the prior
written consent of the Purchaser:


 


(i) sell, pledge, dispose of or encumber its
assets, except for sales of inventory and sales of obsolete assets and assets
concurrently replaced with similar assets, in each case in the ordinary course
of its business;


 


(INITIALED: BF, MO)


 


13

















 


(ii) except as otherwise required by law or
by any existing employee benefit plan, arrangement or agreement, materially
increase the compensation or benefits payable to any employee of the Business or
enter into, adopt, amend or terminate any employee benefit plan or any material
employment agreement;


 


(iii) declare or make any dividends or other
distributions on the Common Stock, or repurchase or otherwise reacquire for
value any Shares of Common Stock;


 


(iv) issue any Shares of capital stock, or
any warrants, options or other rights to purchase or acquire any capital stock;


 


(v) incur any indebtedness for borrowed money
other than borrowings for working capital purposes under existing credit
facilities in the ordinary course of business;


 


(vi) amend any tax return, change any method
of tax accounting, make any elections that have any effect on any tax return,
file for or make any refund claims relating to any tax or any tax return or
settle any issues arising in any tax audit or contest.


 


(vii) other than in the ordinary course of
business, enter into any Material Contract (including without limitation, any
arrangement with any governmental body) or any amendment, cancellation or
termination of any Material Contract, including without limitation any Contract
with any governmental body or agency, or take any action impairing its rights
under any Material Contract or take, or fail to take, any action that
constitutes a material breach or default under any Material Contract;


 


(viii) amend or propose to amend the charter
or bylaws of any of the Business; or


 


(ix) agree to do any of the foregoing.


 


Section 8.4.                                    Filings.
   The Business, Purchaser and the Shareholder shall exercise
reasonable best efforts to take or cause to be taken all actions, and to do or
cause to be done all things necessary, proper or advisable under applicable
laws to consummate and make effective, as soon as reasonably practicable, the
transactions contemplated hereby. Without limiting the generality of the
foregoing, each of the Business, Shareholder and the Purchaser (a) shall make
all required filings with or applications to governmental bodies and other
regulatory authorities no later than five business days after the execution of this
Agreement, and (b) shall exercise reasonable best efforts to (1) obtain all
necessary waivers, consents and approvals from other parties to Material
Contracts as identified by the Purchaser and set forth on Schedules 5.9 and
5.10 and to oppose, lift or rescind any injunction or restraining order or
other order adversely


 


(INITIALED: BF, MO)


 


14

















 


affecting the ability of the parties to consummate the transactions
contemplated hereby, and (2) otherwise fulfill all conditions to this
Agreement.


 


Section 8.5.                                     Notification
of Certain Matters.    The Business shall give prompt
written notice to the Purchaser of (i) the occurrence, or failure to occur, of
any event or existence of any condition that has caused or could reasonably be
expected to cause any representation or warranty of the Business or Shareholder
contained in this Agreement to be untrue or inaccurate in any material respect
at any time after the date of this Agreement, up to and including the Effective
Date, and (ii) any failure of the Business or Shareholder to comply with or
satisfy, in any respect, any material covenant, condition or agreement to be
complied with or satisfied under this Agreement.


 


Section 8.6.                                    Covenant
Not to Compete.    At the Closing, the Shareholder and
Richard Richardson shall enter into a Covenant Not to Compete Agreement as
contained in the form of Schedules 8.6(a) and 8.6(b) hereto.


 


Section 8.7.                                    Employee
Benefits.    There are no disputes, issues or claims
relating to any Employee Benefits, including any such disputes, issues, or
claims by any employee or by the Internal Revenue Service, any administrator or
agent. All benefits are in full compliance with all regulations, rules, laws,
statutes, agreements and federal state and local regulatory authorities. All
Employee Benefits have been fully funded, or shall be fully funded prior to the
date of Closing, or will be pro rated to the date of Closing.


 


Section 8.8.                                    Certain
Income Tax Matters.


 


(a) Shareholder shall pay or make provisions
for offset or recoupment to Purchaser for all income and other tax liability as
a result of the Business operations to any governing authority on or prior to
the Effective Date. Shareholder shall prepare or cause to be prepared all tax
computations for such taxes due on or before the Effective Date, and the amount
of such taxes due shall be paid by Shareholder either by direct payment to the
Department of Revenue, and proof of payment thereof, direct payment to
Purchaser therefore, or offset in adjustment of the Purchase Price by the
Purchaser. Shareholder warrants that the tax computations will be accurate and
complete and, subject to Section 5.8 hereof, shall be responsible for all
taxes, penalties and interest due on all such taxes as of the Effective Date. The
Shareholder shall prepare and cause to be filed all income tax returns for the
Business for the Business’ taxable years ending as of the end of the Effective
Date. The Purchaser shall be responsible for the preparation and filing of all
income tax returns and the payment of all income and other tax liabilities of
the Business for the Business’ taxable periods beginning the day after the
Effective Date and subsequent periods. Each party agrees to indemnify the other
against any liability for federal income taxes payable by the indemnifying
party as a result of any portion of the Business’ income allocable to the
indemnifying party.


 


(b) The Shareholder agrees to cooperate with
the Purchaser, and the Purchaser agrees to cooperate (and cause the Business to
cooperate) with the Shareholder, to the extent necessary in connection with the
filing of any tax return or


 


(INITIALED: BF, MO)


 


15

















 


similar document relating to the Purchaser’s acquisition of the
Business. Each such tax return shall be based on the same tax accounting
methods and elections as used for the Business’ taxable years immediately
preceding the year of such return, except as otherwise required by law or as
agreed upon by the Purchaser and the Shareholder. A photocopy of each such tax
return shall be furnished to the Purchaser at least 30 days before the due date
(including any extensions) for filing the tax return. If the Purchaser
disagrees with the amount or treatment of any item on any such return, the
Purchaser shall notify the Shareholder, and the Purchaser and the Seller shall
proceed in good faith to resolve any dispute regarding the return before the
due date.


 


Section 8.9.                                   Disbursing
Agent.    The parties agree the closing funds will be
disbursed through the trust or escrow account of United Title, 4880 Long
Prairie, Suite 200, Flower Mount, TX 75028, Linda Miller, Branch Manager.


 


Section 8.10. Payment of Contracts for Deeds. Shareholder has
heretofore entered into contracts for deeds for the real property where Jaguar’s
Gold Club Dallas. Shareholder hereby covenants that he shall upon, at the date
and time of the Effective Date, take all necessary actions to insure immediate
payment in full of the deeds of contract to acquire the real property in fee
simple no later than the date of Effective Date, and obtain a title policy
showing the owner as owner in fee simple of the real property, and Purchaser as
owner of the structures thereon.


 


Section 8.11.                             Cash
and Inventory at Closing.    The Shareholder hereby
covenants, that the Business shall pay all accounts payable up to the Effective
Date that have been incurred prior to the Effective Date in the operations of
the Business. The Shareholder covenants to have cash on hand sufficient to pay
all outstanding checks issued prior to the Effective Date without the right of
attachment, setoff, or other encumbrances leaving a net amount as of the date
of the Effective Date of no less than $12,000.00 available to Purchaser.


 


(a)                                  Inventory.
  Business
and Shareholder hereby covenant to have on hand in Inventory based on prior
usage, or on schedules, at least three (3) weeks of food and beverage and other
operating supplies necessary for Purchaser to acquire and operate the Business
for three (3) consecutive weeks without the necessity of re-ordering those
items from the Effective Date.


 


Section 8.12.                             Public
Announcements.    The Shareholder hereby covenants that he
shall not issue any press release or otherwise making any public statement with
respect to this Agreement, or the transactions contemplated hereby. Shareholder
covenants that he shall not object, and accept Purchaser has certain mandated
regulated announcements which must be made, and covenant that it shall be
allowed to make all necessary press releases, statements, or other such
comments as required by law, rule or regulation without consultation and
restriction.


 


(INITIALED: BF, MO)


 


16

















 


Section 8.13.                             Representations,
Warranties, and Covenants.    The representations,
warranties and covenants contained herein shall survive the Closing Date as
follows:


 


(i)                                     Sections
5.1, 5.2, 5.4 and 5.9 and Article VIII without limitation.


 


(ii)                                  Sections
5.3, 5.5, 5.6., 5.7, 5.10, 5.11, 5.13, 5.14, 5.15, 5.16 and 5.17 for a period
of two (2) years after the Effective Date.


 


(iii)                               Sections
5.8 and 5.12 without limitation only subject to the statute of limitations for
said items.


 


Section 8.14.                             Joint
and Several Liability.    The Shareholder herein agrees that
the covenants, representations and warranties made in this section and previous
sections of this Agreement, shall be joint and several liabilities against the
Shareholder (if more than one) for any breach of such covenant, representation,
or warranty.


 


Section 8.15.                             Consents
and Approvals.   The Shareholder shall obtain any waiver,
consent, or approval as may be required in order to consummate the transactions
contemplated by this Agreement, or that may be required by any agreement,
lease, instrument, arrangement, judgment, decree, order or license to which
such Shareholder is a party or subject to up to the Effective Date, which would
prohibit, or require the waiver, consent or approval of any Person to such
transaction or under which, without such waiver, consent or approval, such
transaction would constitute an occurrence of default under the provisions
thereof, result in the acceleration of any obligation thereunder, or give rise
to a right of any party thereto to terminate its obligations thereunder.


 


Section 8.16.                             Authority
and Status.   Each Shareholder shall obtain full capacity,
power and authority to execute and deliver this Agreement (if necessary), to
perform hereunder, and to consummate the transactions contemplated hereby
without the necessity of any act or consent of any other Person whomsoever. The
execution, delivery and performance by each Shareholder of this Agreement and
each and every agreement, document and instrument provided for herein to be
executed and delivered by such Shareholder have been duly authorized and
approved by each Shareholder. This Agreement and each and every agreement,
document and instrument to be executed, delivered and performed by a
Shareholder in connection herewith constitutes or will, when executed and delivered,
constitute the legal, valid and binding obligation of each Shareholder,
enforceable against each Shareholder in accordance with their respective terms,
except as enforceability may be limited by applicable equitable principles or
by bankruptcy, insolvency, reorganization, moratorium, or similar laws from
time to time in effect affecting the enforcement of creditors’ rights
generally.


 


Section 8.17.                             Ownership
of Shares.   The outstanding Share of the Business shall be
beneficially owned, and of record by the Effective Date of those individuals
and entities as shown on Schedule 8.17 hereto, and such Shares shall be at the
time of the Effective Date free and clear of all liens, claims, charges and
encumbrances of any kind


 


(INITIALED: BF, MO)


 


17

















 


or nature whatsoever, and at such time the authorization of no other
Person or entity will be required in order to consummate the transactions
contemplated herein.


 


Section 8.18.                             Certain
Payments.   The Shareholder shall not, nor shall its
officers, employees, agents and affiliates directly or indirectly be given or
agree to be given or solicit or receive any gift, rebate or similar benefit to
any customer, supplier, governmental employee or other Person which might subject
the Business to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (i) if not given in the past might have had an
adverse effect on the assets, business or operation of the Business, or (ii) if
not continued in the future might adversely affect the assets, business,
operations or prospects of the Business.


 


Section 8.19.                              Litigation.   Shareholder
shall give notice of any suit, action, proceeding, claim or investigation which
it shall become aware of prior to Closing, affecting any Shareholder that if
pursued and/or resulting in a judgment or decision against such Shareholder
would have a material and adverse affect on the assets, business, goodwill or
financial condition of the Business up to the date of the Effective Date.


 


Section 8.20.                              Transition
Period.    Shareholder hereby covenants that he shall from
the Effective Date and for ninety (90) consecutive days thereafter assist
Purchaser in every reasonable manner in the transition of the day-to-day
operations of the Business. The assistance shall include, but not limited to,
physical presence at the Business facility, and good faith activities including
phone calls, face to face meetings, and other such activities to assist
Purchaser in the transition for ninety (90) days immediately after the
Effective Date in accordance with Schedule 4.1(g).


 


Section 8.21.                              Use
of Jaguar’s Gold Club Name.    Shareholder hereby covenants
that the Purchaser shall be allowed to have unlimited use of the name Jaguar’s
Gold Club provided, however, Shareholder shall have the right to terminate such
use with sixty (60) days notice. In the event Purchaser shall be sued as a
result of the use of the name after the Effective Date, Purchaser shall be
solely responsible for the defense, consequences, and damages and the right and
be entitled to any awards of any such suit; and the Shareholder shall not be
required to indemnify or hold harmless Purchaser for such suit.


 


ARTICLE IX


 


Indemnification by Shareholder


 


Section 9.1.                                   Indemnification
by Shareholder.    Shareholder hereby agrees to defend,
indemnify and hold harmless Purchaser, the Business, and the respective
successors, assigns and affiliates of the foregoing entities (collectively, the
“Purchaser Indemnitees”) from and against any and all losses, diminish in
value, liabilities, damages, assessments, judgments, costs and expenses,
including reasonable attorneys’ fees (both those incurred in connection with
the defense or prosecution of an indemnifiable claim


 


(INITIALED: BF, MO)


 


18

















 


and those incurred in connection with the enforcement of this
provision) (collectively, “Purchaser Losses”), caused by, or resulting from or
in any way arising out of:


 


(a) (i) breaches of representations or warranties hereunder on the part
of Shareholder; and (ii) failure by Shareholder to perform or otherwise fulfill
any undertaking or other agreement or obligation hereunder;


 


(b) claims occurring on or prior to the Effective Date as a result of,
directly or indirectly, the sale of any product, performance, or services, by
the Company on or before the Effective Date, or any other claim asserted
against Purchaser or the Business arising from any action or inaction of
Shareholder or the Business on or before the Effective Date.


 


(c) (i) any and all taxes imposed on Shareholder or any Affiliate of
Shareholder (including, without limitation, the Business) for, or relating to,
any taxable periods commencing before the Effective Date, including, but not
limited to, (a) any liability of the Companies under any tax sharing agreement,
whether or not written; and (b) any tax liability resulting from the
termination, as of the Effective Date, of the Business as a Shareholder of any
consolidated, affiliated, combined, unitary or other similar tax group and (ii)
liabilities of the Business or Shareholder as a result of prior filings of tax
returns of federal, state, local, or any other tax subdivision thereof,
heretofore filed by the Business prior to the Effective Date; and


 


(d) any and all actions, suits, proceedings, claims or demands incident
to any of the foregoing for such indemnification.


 


Section 9.2.                                    Ongoing
Lease Obligation/Offset.    (a)  In addition hereto, and not as an exclusive
remedy, any sums, claims or demands which give rise to indemnification may be
satisfied by Purchaser by way of setoff of rental obligations referred to in
Section 5.9 as limited by and more particularly described in the Ground Lease
therein referenced and incorporated herein by reference, provided, however,
that the Shareholder may after the running of the statute of limitations has
expired for the representations set forth in Section 5.8 and 8.8 as limited by
Section 8.13(iii) without their being a claim of breach of Section 5.8 or 8.8,
elect to place the sum of $500,000.00 in an escrow account as described in
Section (b) below in lieu of the right to offset granted herein. If the
Shareholder shall so elect, the Purchaser’s right of offset against the Ground
Lease referred to in Section 5.9 shall be terminated.


 


(b) The escrow account described in (a) above shall be held by the
Purchaser in an interest-bearing demand account with a United States Bank
insured by the FDIC with capital excess of $100,000,000.00. The Purchaser shall
be the only signature required to withdraw funds from said escrow account, but
only for any event which gives the Purchaser the right of offset as set forth
in this Section 9.2. Interest on said account shall be payable at least
quarterly to the Shareholder. Any remaining balance in said escrow account at
the termination of the Lease shall be paid over to the Shareholder.


 


(INITIALED: BF, MO)


 


19

















 


ARTICLE X


 


Indemnification by Purchaser


 


Section 10.1.                             Indemnification
by Purchaser.    Purchaser hereby agrees to defend,
indemnify and hold harmless Shareholder or his successors and assigns
(collectively, “Shareholder Indemnitees”) from and against any and all losses,
damages, assessments, judgments, costs and expenses, including reasonable
attorneys’ fees, resulting from or arising out of:


 


(a) (i) breaches of representations and warranties under any part of
the Agreement; and (ii) failure by Purchaser to perform or otherwise fulfill
any undertaking or agreement or obligation hereunder;


 


(b) claims occurring after the Effective Date as a result of, directly
or indirectly, the sale or service to the public at large by the Business
arising or occurring after the Effective Date.


 


(c)  claims occurring after the
Effective Date for its brokers fees or commissions incurred as a result of the
transaction herein contemplated.


 


ARTICLE XI


 


Conditions of the Effective Date


 


Section 11.1.                             Conditions
to Each Party’s Obligation.    The respective obligations of
each party to effect the transactions contemplated hereby are subject to the
satisfaction or waiver prior to the Effective Date of the following conditions:


 


(a) No Legal Prohibition. No statute, rule, regulation or order
shall be enacted, promulgated, entered or enforced by any court or governmental
authority which would prohibit consummation by or the ongoing business
operation of an adult cabaret upon the Property.


 


(b) No Injunction. Such party shall not be prohibited by any
order, ruling, consent, decree, judgment or injunction of a court or regulatory
agency of competent jurisdiction from consummating the transactions
contemplated hereby.


 


Section 11.2                                Conditions
to Obligation of the Purchaser. The obligation of the Purchaser to effect
the transactions contemplated hereby shall be subject to the satisfaction or
waiver, prior to or at the Effective Date, of the following conditions:


 


(a) Representations and Covenants. Except as expressly
contemplated by this Agreement, the representations and warranties of the
Shareholder contained in this Agreement shall be true and correct on and as of
the Effective Date with the same force and effect as though made on and as of
the Effective Date, except for such breaches of representations and warranties
as, individually or in the aggregate, do not have a Material Adverse Effect.
The Shareholder shall have performed and complied in all material


 


(INITIALED: BF, MO)


 


20

















 


respects with all covenants and agreements required by this Agreement
to be performed or complied with by it on or prior to the Effective Date.


 


(b) Approvals. All governmental and third-party approvals,
consents, permits or waivers set forth on Schedules 5.5 shall have been
obtained.


 


(c) Shareholder Agreements. All agreements of the Shareholder
with any Shareholder or any relative of the Shareholder shall have been
canceled, or shall be canceled effective as of the Effective Date, with no
payment or cost of any nature to the Shareholder.


 


(d) Covenant Not to Compete and Non-Disclosure Agreement. At the
Closing, Shareholder and Richard Richardson shall execute and deliver a
Covenant Not to Compete and a Non-Disclosure Agreement contained in Schedule
8.6(a) and 8.6(b) hereto, to be effective as of the Effective Date.


 


(e) Officer’s Certificate. The Shareholder and the President of
the Business shall have delivered a certificate substantially in the form of
Schedule 11.2(e) hereto.


 


(f) Secretary’s Certificate. The Secretary of the Business shall
have delivered a certificate substantially in the form of Schedule 11.2(f)
hereto.


 


(g) Absence of Adverse Changes. Since the date of the Reference
Balance Sheet:


 


(I) The Business shall not have suffered any change in its financial
condition, business, prospects, property or assets which, either singularly or
in the aggregate, constitutes a Material Adverse Effect; and


 


(II) the Business and the Shareholder shall not have permitted or
suffered to occur any transaction or event which will materially adversely
affect the transaction herein contemplated in the sole and absolute discretion
of the Purchaser.


 


(h) Two Title Policies. Premises is paid in full and policies
issued as set forth in 3.1(f) and 4.1(f).


 


ARTICLE XII


 


Termination


 


Section 12.1                                Termination.
   This Agreement may be terminated at any time prior to the
Closing:


 


(a)    By mutual written consent
of the Purchaser and Shareholder.


 


(b)    In writing by the
Purchaser if prior to the Effective Date the Business or Shareholder fail to
perform in any material respect any of their obligations under this


 


(INITIALED: BF, MO)


 


21

















 


Agreement or the Company or Shareholder have breached in any material
respect any of their representations or warranties, and such failure or breach
has not been cured within five (5) days after receipt of written notice of such
failure or breach by the Purchaser.


 


(c)                                   In
writing by the Purchaser if Purchaser is unable to acquire, in a satisfactory
manner as determined by Purchaser in its sole and absolute discretion, any
governmental authority, permits, licenses, of use and occupancy certificates or
any governmental permission as may be required by law prior to the Effective
Date.


 


Section 12.2 Effect of Termination.    In the
event of termination of this Agreement by the Purchaser or Shareholder as
provided in Section 12.1 hereof, all obligations of the parties under this
Agreement shall terminate without liability of any party to any other party. All
funds, escrow, and/or deposits heretofore paid by Purchaser shall be returned
without offset, claims or demands.


 


ARTICLE XIII


 


General Provisions


 


Section 13.1                                Rules
of Construction.


 


(a) Material Adverse Effect. For
purposes of this Agreement, a “Material Adverse Effect” shall mean a material
adverse effect on the financial condition, assets, liabilities (contingent or
otherwise), result of operations, business or prospects of the Company /taken
as a whole, or on the Company and the Shareholder’s ability to consummate the
transactions contemplated by this Agreement. For purposes hereof, an adverse
effect on the financial condition, assets, liabilities (contingent or
otherwise), results of operations, business or prospects of the Company which
has resulted or could reasonably be expected to result individually or in the
aggregate in Losses of $25,000.00 shall be deemed a Material Adverse Effect.


 


(b) Knowledge. The Shareholder and
officers of the Company have made reasonable inquiry to obtain full knowledge
of any and all material matters referred to in this agreement.


 


(c) Schedules. Any matter disclosed on any of the schedules
attached hereto for any purpose of this Agreement shall be deemed to be
disclosed on each of the schedules.


 


(d) Headings. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


(e) Severability. If any provision of
this Agreement, or the application thereof to any person, place or
circumstance, shall be held by a court of competent jurisdiction to be illegal,
invalid, unenforceable or void, then such provision shall be enforced to the
extent that it is not illegal, invalid, unenforceable or void, and the


 


(INITIALED: BF, MO)


 


22

















 


remainder of this Agreement, as well as such provision as applied to
other persons, places or circumstances, shall remain in full force and effect.


 


Section 13.2.                             Survival.   
All representations and warranties shall survive as provided in Section 8.13
hereof.


 


Section 13.3.                             Notices.
   All notices, demands, or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given or delivered when (i)
delivered personally, (ii) sent by certified mail, return receipt requested or
(iii) sent via a nationally recognized overnight courier to the recipient for
next business day delivery. Such notices, demands and other communications
shall be sent to the address indicated below:


 


(i)                                     If
to Shareholder:


 


Bryan S.
Foster


2171 Manana Drive


Dallas, TX 75202


 


With copy to:


 


Arthur F. Selander


Attorney at Law


2001 Bryan Tower, Ste. 1800


Dallas, TX 75201


 


(ii)                                  If
to Purchaser:


 


Troy Lowrie


Brent Lewis


VCG Holding Corp.


390 Union Blvd., Suite 540


Lakewood, CO 80228


 


With copies to:


 


Mike Ocello


1401 Mississippi Avenue #10


Sauget, IL 62201


 


Martin A. Grusin


780 Ridge Lake Blvd., Suite 202


Memphis, TN 38120


Facsimile: 901-682-3590


 


(INITIALED: BF, MO)


 


23

















 


or to such other address as any party may
specify by notice given to the other party in accordance with this Section
13.3. The date of giving any such notice shall be (i) the date of hand
delivery, (ii) the date sent by telephone facsimile if a business day or the first
business day thereafter or (iii) the business day after delivery to the
overnight courier service.


 


Section 13.4                                 Governing
Law.    This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Texas without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Texas or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Texas.


 


Section 13.5                                 Entire
Agreement.    This Agreement (including attached exhibits
and schedules, and any ancillary or other agreements referred to therein) and
the Confidentiality Agreement previously entered into among the parties,
constitute the entire agreement among the parties with respect to the subject
matter of this Agreement and supersedes any prior agreement or understanding,
whether written or oral, among the parties or between any of them with respect
to the subject matter of this Agreement. here are no representations,
warranties, covenants, promises or undertakings, other than those expressly set
forth or referred to herein.


 


Section 13.6                                  Amendment;
Waiver.    This Agreement may be amended, modified or waived
only by a written agreement signed by the Purchaser, the Company and
Shareholder. With regard to any power, remedy or right provided in this
Agreement or otherwise available to any party, (i) no waiver or extension of
time, shall be effective unless expressly contained in a writing signed by the
waiving party, (ii) no alteration, modification or impairment shall be implied
by reason of any previous waiver, extension of time, delay or omission in
exercise or other indulgence, and (iii) waiver by any party of the time for
performance of any act or condition hereunder does not constitute a waiver of
the act or condition itself.


 


Section 13.7                                 Assignabilitv.   This
Agreement may not be assigned by Shareholder or the Business for any purpose. This
Agreement is fully assignable by Purchaser to a wholly-owned entity of the
Purchaser.


 


Section 13.8                                 Binding
Effect.   This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective successors and, if
applicable, permitted assigns.


 


Section 13.9                                 Third-Party
Beneficiaries.   Each party intends that this Agreement
shall not benefit or create any right or cause of action in any person other
than the parties hereto.


 


Section 13.10                           Counterparts.   This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original but when taken together shall constitute but one
instrument.


 


(INITIALED: BF, MO)


 


24

















 


Section 13.11                            Expenses.
   Each party to this Agreement shall bear all of its own
expenses in connection with the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, including without
limitation all fees and expenses of its agents, representatives, counsel and
accountants, provided that all expenses of the Company and Shareholder shall be
borne by the Shareholder.


 


Section 13.12.                         Attorney’s
Fees.    Should either party be required to engage an
attorney to enforce this Agreement, or the arbitration section as set forth
below, the prevailing party shall receive all reasonable cost of enforcement,
including, but not limited to a reasonable attorney’s fee.


 


ARTICLE XIV


 


Arbitration


 


Section 14.                                      Arbitration.    Each of the parties hereto agrees to submit to
binding arbitration any and all differences and disputes which may arise
between them, their heirs, successors, assigns, employees, officers, directors,
affiliates, subsidiaries, or Shareholder which are related to this Agreement. Prior
to initiating arbitration, the parties shall first meet face-to-face to effect
a resolution of the differences. Any differences which the parties are unable
to resolve in said face-to-face meeting shall be heard and finally settled at a
mutually agreed upon location by the parties, by binding arbitration in
accordance with the Commercial Rules of the American Arbitration Association. If
the parties do not agree upon a location, the arbitration proceeding shall be
conducted in Dallas, Texas. Any award entered in any such arbitration shall be
final, binding, and may be entered and enforced in any court of competent
jurisdiction. The arbitrator shall make such orders, conduct and schedule all
proceedings in connection with the arbitration so that final arbitration
commences no less than thirty (30) days and concludes no later than
seventy-five (75) days after a party files the initial notice of arbitration,
and so that the final arbitration award is made and delivered to the parties
within ninety (90) days after the filing of the initial notice of arbitration. The
cost of such arbitration shall be apportioned as determined by the arbitrator,
in any manner determined by him/her based upon the fault or lack thereof by the
respective parties. If the cost of such arbitration is not apportioned by the
arbitrator, then the cost shall be borne equally between the parties hereto. Nothing
herein contained shall be construed as preventing any party from instituting
legal or equitable action against any of the other parties for temporary or
similar provisional relief to the full extent permitted under the laws
applicable to this Agreement, or any such other written agreement between the
parties or the performance hereof or thereof or otherwise pending final
settlement of any dispute, difference or question by arbitration. Any such
provisional relieve may be modified or amended in any way by the arbitrator at
any time after his appointment.


 


	
   

  	
    /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 


(INITIALED: BF, MO)


 


25

















 


IN WITNESS WHEREOF, the parties hereto have
set forth their hands and seals as of the day and year first above written.


 


	
   

  	
  VCG HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Title:

  	
   
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Title:

  	
     President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
     /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster, Individually

  	
   

  
						



 


(INITIALED: BF, MO)


 


26

















 


EXHIBIT A


TRACT
I:


 


Being
Lot 5, Block D/6508, of C.W.F. ADDITION, an addition to the City of Dallas,
Dallas County, Texas according to the Amended Plat thereof recorded in County
Clerk File No. 200600205073, of the Map Records of Dallas County, Texas.


 


TRACT
II:


 


BEING
a tract of land situated, in the J.L. Hunt Survey, Abstract No. 588, and being
a portion of a tract of land described in a deed to Second Century Investments,
as recorded in Volume 2000245, Page 2769, of the Deed Records of Dallas County,
Texas (DRDCT) and being more particularly described as follows:


 


COMMENCING from a point in the
north right-of-way line of Manana Drive, (60 feet right-of-way), said point
being in the southwest corner of said Second Century Investments tract, and
being in the southeast corner of a tract of land conveyed to Miriam L. Barnett,
by deed, as recorded in Volume 84243, Page 1759, of the Deed Records of Dallas
County, Texas;


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
North 89 deg. 22’51” East, a distance of 199.81 feet, to a 1⁄2 inch iron rod set
for corner and POINT OF BEGINNING;


 


THENCE,
departing said north right of way of Manana Drive, (60 feet right-of-way),
North 00 deg. 16’28” West, a distance of 498.72 feet to a 1⁄2 inch iron rod set
for corner in the north line of said Second Century Investments tract;


 


THENCE,
along said north line of Second Century Investments tract, North 89 deg. 43’32”
East, a distance of 165.00 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE,
South 00 deg. 16’28” East, a distance of 497.73 feet to a 1⁄2 inch rod set for
corner in said north right-of-way line of Manana Drive, (60 feet right-of-way);


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
South 89 deg. 22’51” West, distance of 165.00 feet to the POINT OF BEGINNING;
containing within these metes and bounds 1.887 Acres or 82,206 Square Feet of
land more or less.


 


NOTE: The Company is prohibited
from insuring the area or quantity of the land described herein. Any statement
in the legal description contained in Schedule “A” as to area or quantity of
land is not a representation that such area or quantity is correct, but is made
only for informal identification purposes and does not override Item 2 of
Schedule “B” hereof.


 


SAVE
AND EXCEPT


 


Being
a 1.34 acre tract of land situated in the J.L. Hunt SURVEY, ABSTRACT NO. 588,
being


 

















 


a
portion of that certain tract of land conveyed to Curtis Wise Finance, L.P. by
deed as recorded in Volume 2003051, Page 9284, Deed Records, Dallas County,
Texas and being more particularly described by metes and bounds as follows:


 


COMMENCING
at an “X” cut in concrete set for corner, said point being in the southeast
corner of Lot 5, Block D/6508, C.W.F. Addition, and addition to the City of
Dallas, according to the plat thereof recorded in Instrument No 200600205073,
Official Public, Records, Dallas County, Texas, same point being the southwest
corner of said Curtis Wise Finance, L.P. tract, said point also being in the
northerly right-of-way line of Manana Drive (a 60.0’ Right-of-Way);


 


THENCE
North 00 degrees 16 minutes 28 seconds West, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a distance of
145.00 feet to a 1⁄2 inch iron rod set for the POINT OF BEGINNING;


 


THENCE
North 00 degrees 16 minutes 28 seconds West, continuing along the common line
of said Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a distance
of 353.72 feet to a 3” aluminum disk stamped “R.P.L.S. No 3047” set for corner,
said point being the northwest corner of said Curtis Wise Finance, L.P. tract,
same being the northeast corner of said Lot 5, Block D/6508, same point being
in the southerly line of a tract of land conveyed to the City of Dallas by deed
as recorded in Volume 2004224, Page 12443, Deed Records, Dallas County, Texas;


 


THENCE North 89 degrees 43
minutes 32 seconds East, along the common line of said Curtis Wise Finance, L.P.
tract and said City of Dallas tract, a distance of 165.00 feet to a Rail Road
Spike found for corner, said point being the northeast corner of said Curtis
Wise Finance, L.P. tract, same point being the northwest corner of Lot 4, Block
D/6508,


 


C.M.G. Addition, an addition to
the City of Dallas, according to the plat thereof recorded in Volume 2004028,
Page 00141, Map Records, Dallas County, Texas;


 


THENCE
South 00 degrees 16 minutes 28 seconds East, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 4, Block D/6508, a distance of
352.73 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE
South 89 degrees 22 minutes 51 seconds West, through the interior of said
Curtis Wise Finance, L.P. tract, a distance of 165.00 feet to the POINT of
BEGINNING and containing 58,281 square feet or 1.34 acres of computed land.


 
















 


SCHEDULE 2.2


FORM OF DEMAND NOTE


 


PROMISSORY NOTE


 


	
  $6,520,000.00

  	
  October 29, 2007

  
	
   

  	
  Dallas, Texas

  



 


ON DEMAND, and upon the Effective Date, as described in the Stock
Purchase Agreement entered into by and between VCG Holding Company, a Colorado
corporation, and Manana Entertainment, Inc., a Texas corporation d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster, the undersigned promises to pay to the
order of Bryan S. Foster the principal sum of SIX MILLION FIVE HUNDRED TWENTY
($6,520,000.00) DOLLARS, for value received


 


All payments of principal and interest on this Note shall be payable in
lawful money of the United States of America, which shall be legal tender in
payment of all debts and dues, public and private, at the time of payment. Payment
shall be made at c/o Linda Miller at United Title at 4880 Long Prairie, Suite
200, Flower Mound, Texas 75028, or at such other place as the holder may
designate in writing.


 


The makers and endorsers hereof waive protest, demand, presentment, and
notice of dishonor, and agree that this Note may be extended, in whole or in
part, without limit as to the number of such extensions, or the period or
periods thereof, and without notice to them and without affecting their
liability thereon.


 


If, upon three (3) Business Days after Demand for payment hereunder,
all payments have not been paid in full pursuant to this Promissory Note, then
interest shall be (i) the lessor of Ten (10%) percent per annum or (ii) at the
highest rate allowed by the State of Texas until paid in full.


 


It is the intention of Lender and the undersigned to comply strictly
with all applicable usury laws; and, accordingly, in no event and upon no
contingency shall Lender ever be entitled to receive, collect or apply as
interest any interest, fees, charges or other payments equivalent to interest,
in excess of the maximum rate which Lender may lawfully charge under applicable
statutes and laws from time to time in effect. In determining whether or not
the interest paid or payable, under any specific contingency, exceeds the
highest contract rate permitted by applicable law from time to time in effect,
the undersigned hereof and Lender shall, to the maximum extent permitted under
applicable law, characterize the non-principal payment as a reasonable loan charge,
rather than as interest. Any provision hereof, or of any other agreement
between Lender and the undersigned, that operates to bind, obligate or compel
the undersigned to pay interest in excess of such maximum lawful contract rate
shall be construed to require the payment of the maximum rate only. The
provisions of this paragraph shall be given precedence over any other provision
contained herein or in any other agreement between Lender and the undersigned
that is in conflict with the provisions of this paragraph.


 


If this Note is placed in the hands of an attorney for collection, by
suit or otherwise, or to protect the security for its payment, or to enforce
its collection, the undersigned will pay all costs of collection and
litigation, together with reasonable attorneys’ fees. 


 


(INITIALED: BF, MO)


 

















 


Upon payment to United Title on behalf of Bryan S. Foster, this Note
shall be returned to the undersigned marked “Paid In Full.”


 


	
   

  	
  VCG HOLDING COMPANY,

  
	
   

  	
  A Colorado corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Its:

  	
     President

  	
   

  



 


(INITIALED: BF)


 

















 


Schedule 2.6


Post Effective Date Settlement Agreement


 


1.                                       The
parties agree to, within sixty (60) days after the Effective Date, pay on a
pro-rated daily basis any items related to the Business set forth below which
arise after the Effective Date but relate to periods prior to the Effective
Date:


 


A.                                   Utilities


B.                                     Sales
Tax


C.                                     Any
bonuses due the General Managers


D.                                    Any
advertising expenses


 


2.                                       The
parties further agree that all salaries, benefits, payroll taxes, and any other
items measured by said salaries of any employee of the Business will be paid by
the Shareholder through the Effective Date and any of such payments after the
Effective Date shall be paid by the Purchaser.


 


3.                                       The
Shareholder shall be responsible and shall pay:


 


A.                                   All
accounts payable related to the Business received by the Business or
Shareholder which accounts payable are related to the Business prior to the
Effective Date; and


 


B.                                     All
accounts payable as stated above received after the Effective Date in an
aggregate amount in excess of $25,000.00.


 


4.                                       The
Purchaser shall be responsible and shall pay: 
All accounts payable received by the Business related to the Business
after the Effective Date, limited to an aggregate amount of $25,000.00 for any
services, supplies, or miscellaneous items that are related to the Business
prior to the Effective Date, which payments shall reduce the $25,000.00
limitation set forth in Section 13.1 of the Stock Purchase Agreement
dollar-for-dollar..


 


	
   

  	
  VCG HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Its:

  	
    President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MANANA ENTERTAINMENT, INC. 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Its:

  	
    President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 

















 


SCHEDULE 3.1(a)1


BILL OF SALE


 


Bryan S. Foster (“Seller”) does hereby sell, transfer, assign and
convey unto VCG Holding Company, a Colorado corporation (“VCG”) Seller’s 100%
share interest in Manana Entertainment, Inc., a Texas corporation d/b/a Jaguar’s
Gold Club Dallas (“Seller’s Shares”).


 


The Seller hereby covenants and warrants that the (i) Seller is the
lawful owner of Seller’s Shares, and Seller shall defend title to Seller’s
Shares against the claims and demands of all persons; (ii) Seller’s Shares are
free from all liens, claims, charges and encumbrances; and (iii) Seller has the
right to sell Seller’s Shares.


 


IN WITNESS WHEREOF, the Seller has executed and delivered this Bill of
Sale effective as of the  29th  day of October        ,
2007.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  



 


INITIALED: BF, MO)


 

















 


SCHEDULE 3.1(a)(2)


 


BILL OF SALE FOR IMPROVEMENTS,

FIXTURES & PERSONAL PROPERTY


 


Bryan S. Foster and Manana Entertainment, Inc., a Texas corporation,
d/b/a Jaguar’s Gold Club Dallas (“Sellers”) do hereby sell, transfer, assign
and convey unto VCG Holding Company, a Colorado corporation (“VCG”) Sellers’
100% interest in the Improvements, Fixtures and Personal Property Interests
located at 2151 Manana Drive, Dallas, Texas located on, but not with the land
as described in the legal description attached hereto and made a part hereof as
Exhibit “A”  (“Sellers’ Improvements,
Fixtures and Personal Property Interests “) as set forth in greater detail
hereinbelow.


 


Not included  in this Bill of Sale for Improvements, Fixtures and Personal Property
is the land located in Dallas County, Texas and more fully described in Exhibit
AA@ attached hereto and made a part
hereof for all purposes, together with all of the easements, rights of way,
privileges, liberties, hereditaments, strips and gores, streets, alleys,
passages, ways, waters, watercourses, rights and appurtenances thereunto
belonging or appertaining, and all of the estate, right, title, interest, claim
or demand whatsoever of Grantor therein and in the streets and ways adjacent thereto,
either in law or in equity (collectively, the ALand@);


 


Sold, transferred, assigned and conveyed in this Bill of Sale for
Improvements, Fixtures and Personal Property are the structure or buildings,
and all additions and improvements thereto, erected upon the Land, including
all buildings materials and Fixtures (hereinafter defined) now forming a part
of said structures or buildings, or delivered to the Land and intended to be
installed in such structures or buildings (collectively the AImprovements@);
as well as,


 


All systems, devices, machinery, apparatus, equipment, fittings,
appliances and fixtures of every kind and nature whatsoever located on the Land
or the Improvements, including all electrical, anti-pollution, heating,
lighting, laundry, incinerating, power, air-conditioning, plumbing, lifting,
cleaning, fire prevention, fire extinguishing, refrigerating, ventilating,
communication, garage and cooking systems, devices, machinery, apparatus,
equipment, fittings, appliances and fixtures, and all engines, pipes, pumps,
tanks, motors, conduits, ducts, compressors and switchboards, and all storm
doors and windows, dishwashers, attached cabinets and partitions not included
in the Improvements (collectively, the AFixtures@);
as well as,


 


All articles of personal property of very kind and nature whatsoever,
including but not limited to, all shades, awning, screens, furniture and
carpets, now and hereafter affixed to, attached to, placed upon, used or usable
in any way in connection with the use, enjoyment, occupancy or operation of the
Land, Improvements, or Fixtures, unless excepted on Schedule 5.11 of the
agreement set forth below and the Business as that term is defined in one
certain STOCK PURCHASE AGREEMENT dated, 29th day of October, 2007 between Sellers
and VCG (collectively, the APersonal
Property@);


 


The Sellers hereby covenant and warrant that the (i) Bryan S. Foster
and/or Manana Entertainment, Inc., a Texas corporation are the lawful owners of
Sellers’ Improvements, Fixtures and Personal Property Interests and Sellers
shall defend title to Sellers’ Improvements,


(INITIALED: BF, MO)


 

















 


Fixtures and Personal Property Interests against the claims and demands
of all persons; (ii) Sellers have the right to sell Seller’s Improvements,
Fixtures and Personal Property Interests.


 


Upon the termination of the Deed of Ground Lease described in the
attached Memorandum of Deed of Ground Lease and Key Provisions Summary attached
hereto as Exhibit “B”, the title and ownership of the Improvements, Fixtures
and Personalty as described herein shall revert back to Bryan S. Foster.


 


IN WITNESS WHEREOF, the Seller has executed and delivered this BILL OF
SALE FOR IMPROVEMENTS, FIXTURES & PERSONAL PROPERTY as of October 29, 2007
to be effective as of the EFFECTIVE DATE. As set forth in the Stock Purchase
Agreement dated October 29, 2007.


 


 


	
   

  	
  BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Manana Entertainment, Inc., a Texas corporation,

  
	
   

  	
   d/b/a    JAGUAR’S
  GOLD CLUB DALLAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
       Bryan S. Foster, President and Sole
  Stockholder

  



 

















 


EXHIBIT A


TRACT
I:


 


Being
Lot 5, Block D/6508, of C.W.F. ADDITION, an addition to the City of Dallas,
Dallas County, Texas according to the Amended Plat thereof recorded in County
Clerk File No. 200600205073, of the Map Records of Dallas County, Texas.


 


TRACT
II:


 


BEING
a tract of land situated, in the J.L. Hunt Survey, Abstract No. 588, and being
a portion of a tract of land described in a deed to Second Century Investments,
as recorded in Volume 2000245, Page 2769, of the Deed Records of Dallas County,
Texas (DRDCT) and being more particularly described as follows:


 


COMMENCING from a point in the
north right-of-way line of Manana Drive, (60 feet right-of-way), said point
being in the southwest corner of said Second Century Investments tract, and
being in the southeast corner of a tract of land conveyed to Miriam L. Barnett,
by deed, as recorded in Volume 84243, Page 1759, of the Deed Records of Dallas
County, Texas;


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
North 89 deg. 22’51” East, a distance of 199.81 feet, to a 1⁄2 inch iron rod set
for corner and POINT OF BEGINNING;


 


THENCE,
departing said north right of way of Manana Drive, (60 feet right-of-way),
North 00 deg. 16’28” West, a distance of 498.72 feet to a 1⁄2 inch iron rod set
for corner in the north line of said Second Century Investments tract;


 


THENCE,
along said north line of Second Century Investments tract, North 89 deg. 43’32”
East, a distance of 165.00 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE,
South 00 deg. 16’28” East, a distance of 497.73 feet to a 1⁄2 inch rod set for
corner in said north right-of-way line of Manana Drive, (60 feet right-of-way);


 


THENCE,
along said north right-of-way line of Manana Drive, (60 feet right-of-way),
South 89 deg. 22’51” West, distance of 165.00 feet to the POINT OF BEGINNING;
containing within these metes and bounds 1.887 Acres or 82,206 Square Feet of
land more or less.


 


NOTE: The Company is prohibited
from insuring the area or quantity of the land described herein. Any statement
in the legal description contained in Schedule “A” as to area or quantity of
land is not a representation that such area or quantity is correct, but is made
only for informal identification purposes and does not override Item 2 of
Schedule “B” hereof.


 


(INITIALED:
BF, MO)


 

















 


SAVE
AND EXCEPT


 


Being
a 1.34 acre tract of land situated in the J.L. Hunt SURVEY, ABSTRACT NO. 588,
being a portion of that certain tract of land conveyed to Curtis Wise Finance,
L.P. by deed as recorded in Volume 2003051, Page 9284, Deed Records, Dallas
County, Texas and being more particularly described by metes and bounds as
follows:


 


COMMENCING
at an “X” cut in concrete set for corner, said point being in the southeast
corner of Lot 5, Block D/6508, C.W.F. Addition, and addition to the City of
Dallas, according to the plat thereof recorded in Instrument No 200600205073,
Official Public, Records, Dallas County, Texas, same point being the southwest corner
of said Curtis Wise Finance, L.P. tract, said point also being in the northerly
right-of-way line of Manana Drive (a 60.0’ Right-of-Way);


 


THENCE
North 00 degrees 16 minutes 28 seconds West, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a distance of
145.00 feet to a 1⁄2 inch iron rod set for the POINT OF BEGINNING;


 


THENCE
North 00 degrees 16 minutes 28 seconds West, continuing along the common line
of said Curtis Wise Finance, L.P. tract, and said Lot 5, Block D/6508, a
distance of 353.72 feet to a 3” aluminum disk stamped “R.P.L.S. No 3047” set
for corner, said point being the northwest corner of said Curtis Wise Finance,
L.P. tract, same being the northeast corner of said Lot 5, Block D/6508, same
point being in the southerly line of a tract of land conveyed to the City of
Dallas by deed as recorded in Volume 2004224, Page 12443, Deed Records, Dallas
County, Texas;


 


THENCE North 89 degrees 43
minutes 32 seconds East, along the common line of said Curtis Wise Finance,
L.P. tract and said City of Dallas tract, a distance of 165.00 feet to a Rail
Road Spike found for corner, said point being the northeast corner of said
Curtis Wise Finance, L.P. tract, same point being the northwest corner of Lot
4, Block D/6508,


 


C.M.G. Addition, an addition to
the City of Dallas, according to the plat thereof recorded in Volume 2004028,
Page 00141, Map Records, Dallas County, Texas;


 


THENCE
South 00 degrees 16 minutes 28 seconds East, along the common line of said
Curtis Wise Finance, L.P. tract, and said Lot 4, Block D/6508, a distance of
352.73 feet to a 1⁄2 inch iron rod set for corner;


 


THENCE
South 89 degrees 22 minutes 51 seconds West, through the interior of said
Curtis Wise Finance, L.P. tract, a distance of 165.00 feet to the POINT of
BEGINNING and containing 58,281 square feet or 1.34 acres of computed land.


 


(INITIALED: BF, MO)


 

















 


EXHIBIT B


 


MEMORANDUM OF DEED OF GROUND LEASE

AND KEY PROVISIONS SUMMARY


 


 


	
  Effective Date:

  	
                              ,
  2007

  
	
  Landlord:

  	
  Bryan S. Foster

  
	
  Tenant:

  	
  VCG Holding Company, a Colorado corporation

  
	
  Land and Leased Premises:

  	
  2151 Manana Drive, Dallas, Texas, Dallas
  County, and more particularly described on Exhibit “A”

  
	
  Notices:

  	
  Landlord:

  	
  Tenant:

  
	
   

  Bryan S. Foster

  2171 Manana Drive

  Dallas, Texas 75248

  	
   

  VCG Corporation

  c/o Troy Lowry

  390 Union Blvd., Suite 540

  Lakewood, CO 80228

   

  
	
  With a copy to:

  	
  With a copy to:

  
	
   

  Kevin Richardson

  6716 Valley View Lane

  Sachse, TX 75048

   

  Art Selander, Esq.

  Quilling, Selander,

  Cummiskey & Lownds, P.C.

  2001 Bryan Street, Suite 1800

  Dallas, TX 75201

  	
   

  VCG Holding Corp.

  c/o Michael Ocello

  1401 Mississippi Ave., Suite 10

  Sauget, IL 62201

   

  Martin A. Grusin

  The Law Offices of Martin A. Grusin, P.C.

  780 Ridge Lake Blvd., Suite 202

  Memphis, TN 38120

  
	
  Lease Commencement Date:

  	
                            ,
  2007

  
	
  Rent Commencement Date:

  	
                            ,
  2007

  
	
  Expiration Date (Initial Term):

  	
                        31,
  2012

  
	
  Lease Term:

  	
  Initial Term - five (5) years (Section
  1.1)

  Renewal Terms - four (4) terms of five (5)
  years each (Section 1.2)

  
	
  Initial Monthly Rent:

  	
  $25,000.00

  
	
  2nd Term Monthly Rent:

  	
  (if renewed) $27,500.00

  



 


(INITIALED:
BF, MO)


 

















 


	
  3rd Term Monthly Rent:

  	
  (if renewed) $30,250.00

  
	
  4th Term Monthly Rent:

  	
  (if renewed) $33,275.00

  
	
  5th Term Monthly Rent:

  	
  (if renewed) $36,602.50

  	
   

  
	
  Permitted Uses:

  	
  Solely for the operation of an adult
  entertainment facility or adult cabaret or for such other lawful purpose as
  Tenant may elect, so long as Tenant maintains a Specialized Certificate of
  Occupancy or the equivalent to operate as an adult cabaret (Section 1.4)
  

  
	
  Broker

  	
  None

  
	
  Exhibits

  	
  Exhibit “A” - Legal Description

  



 


If there are any inconsistencies between this Memorandum of Deed of
Ground Lease and Key Provisions Summary and the other provisions of the Deed of
Ground Lease, then the Deed of Ground Lease shall control.


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 4.1(b)


EXCEPTIONS TO STATEMENT ON LOST RECORDS


 


Bryan S. Foster hereby states and affirms the following as part of the
purchase of the Stock Purchase Agreement dated the 29th day of October, 2007,
by and among VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster (Agreement):


 


1.                                       He
is the sole owner and Shareholder of all of the Shares of Stock of Manana Entertainment,
Inc. (the Business); and


 


2.                                       That
the Shares, certificates, corporate minute books, stock transfer ledgers,
regulations, and seals (if any) of the Business either have been delivered or
do not exist any more or are lost; and


 


3.                                       Nothing
contained in the items set forth in 2 above in any way has or had any effect on
his ability and authority to perform all of his and the Business’ obligations,
representations, covenants and warranties contained in the Agreement nor does
same have any Material Adverse Effect as that term is defined in the Agreement
on the Business.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


(INITIALED: BF, MO)


 

















 


4.1(c)


 


RESIGNATION OF MANAGERS, OFFICERS AND
DIRECTORS


 


Bryan S. Foster hereby states that he owns clear of all liens and
encumbrances of any kind all the interests (Shares) and is the President and
sole shareholder of Manana Entertainment, Inc., and that he and all officers,
directors and managers (not operational managers, that is the persons
designated to manage the day-to-day actual operations of the Business) have
resigned or been discharged from their positions as such.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


(INITIALED: BF, MO)


 

















 


SCHEDULE 4.1(g)


TRANSITIONAL HELP OF SHAREHOLDER


 


Shareholder or his designated representative shall assist in transition
of the Business for ninety (90) days following the Effective Date in a
reasonable manner fulfilling all reasonable requests to Purchaser for
assistance in the transaction without pay.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  	
   

  



 


INITIALED: BF, MO)


 
















 


SCHEDULE 5.3(a)


FINANCIAL STATEMENTS


 


SEE ATTACHED.


 


 


	
   

  	
    /S/ MO

  	
   

  	
  /S/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
   Initials

  	
   

  



 

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88 

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  
	
  Sales-Cigars

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  
	
  Sales-Vending

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  
	
  Interest
  Income

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  
	
  Vending Supplies

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  169,300.19

  	
   

  	
  5.37 

  	
   

  	
  169,300.19

  	
   

  	
  5.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Charges

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  
	
  Education
  Expense

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  
	
  Meals
  Expense

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  
	
  Computer
  & POS

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
MO, BF)


 


1

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  
	
  Outside
  Services

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  
	
  Property
  Taxes

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  
	
  Postage
  Expense

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  
	
  Other
  Expense

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Balance Sheet

September 30, 2007


 




	
  ASSETS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash
  on Hand - Safe

  	
   

  	
  $

  	
  3,091.22

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Regular
  Checking Account

  	
   

  	
  (51,108.79 

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  Payroll
  Checking Account

  	
   

  	
  23,655.14

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  American
  Express

  	
   

  	
  10,162.88

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Master/Visa
  Card

  	
   

  	
  9,659.98

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discover

  	
   

  	
  532.94

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Due
  To/From Golden -FW

  	
   

  	
  24,556.06

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Current Assets

  	
   

  	
  2,516.41

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Current Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  23,065.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Property
  and Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Equipment

  	
   

  	
  12,834.69

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Building
  Improvements

  	
   

  	
  43,220.05

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Property and Equipment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  56,054.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Other Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Assets

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  79,120.58

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIABILITIES AND CAPITAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accounts
  Payable

  	
   

  	
  $

  	
  184.17

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wages
  Payable

  	
   

  	
  775.67

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Poker
  Chips Sold

  	
   

  	
  13,785.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  N/P
  Shareholder

  	
   

  	
  20,000.00

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Current Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34,744.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Long-Term
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Long-Term Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Liabilities

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  34,744.84

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dividends
  Paid

  	
   

  	
  (1,550,154.29

  	
  )

  	
   

  	
   

  	
   

  	
   

  
	
  Retained
  Earnings

  	
   

  	
  53,691.60

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  1,540,838.43

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  44,375.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Liabilities & Capital

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  79,120.58

  	
   

  






 


Unaudited - For Management Purposes Only


 


(INITIALED:
MO, BF)


 

















 


Manana Entertainment, Inc.

Income Statement

For the One Month Ending January 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  163,625.00

  	
   

  	
  54.73 

  	
   

  	
  $

  	
  163,625.00

  	
   

  	
  54.73

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  5,340.00

  	
   

  	
  1.79

  	
   

  	
  5,340.00

  	
   

  	
  1.79

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  31,973.00

  	
   

  	
  10.70

  	
   

  	
  31,973.00

  	
   

  	
  10.70

  	
   

  
	
  Sales-Cigars

  	
   

  	
  253.00

  	
   

  	
  0.08

  	
   

  	
  253.00

  	
   

  	
  0.08

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  33,257.00

  	
   

  	
  11.12

  	
   

  	
  33,257.00

  	
   

  	
  11.12

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  4,353.00

  	
   

  	
  1.46

  	
   

  	
  4,353.00

  	
   

  	
  1.46

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,960.00

  	
   

  	
  0.66

  	
   

  	
  1,960.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  37,390.50

  	
   

  	
  12.51

  	
   

  	
  37,390.50

  	
   

  	
  12.51

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,632.00

  	
   

  	
  1.21

  	
   

  	
  3,632.00

  	
   

  	
  1.23

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  16,884.25

  	
   

  	
  5.65

  	
   

  	
  16,884.25

  	
   

  	
  5.65

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  280.00

  	
   

  	
  0.09

  	
   

  	
  280.00

  	
   

  	
  0.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  298,947.75

  	
   

  	
  100.00

  	
   

  	
  298,947.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  6,325.42

  	
   

  	
  2.12

  	
   

  	
  6,325.42

  	
   

  	
  2.12

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  10,300.00

  	
   

  	
  3.45

  	
   

  	
  10,300.00

  	
   

  	
  3.45

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  8,317.99

  	
   

  	
  2.78

  	
   

  	
  8,317.99

  	
   

  	
  2.78

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  1,087.98

  	
   

  	
  0.36

  	
   

  	
  1,087.98

  	
   

  	
  0.36

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  8,796.00

  	
   

  	
  2.94

  	
   

  	
  8,796.00

  	
   

  	
  2.94

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  34,827.39

  	
   

  	
  11.65

  	
   

  	
  34,827.39

  	
   

  	
  11.65

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  264,120.36

  	
   

  	
  88.35

  	
   

  	
  264,120.36

  	
   

  	
  88.35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,256.33

  	
   

  	
  5.10

  	
   

  	
  15,256.33

  	
   

  	
  5.10

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  495.00

  	
   

  	
  0.17

  	
   

  	
  495.00

  	
   

  	
  0.17

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  37,476.65

  	
   

  	
  12.54

  	
   

  	
  37,476.65

  	
   

  	
  12.54

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  1,639.67

  	
   

  	
  0.55

  	
   

  	
  1,639.67

  	
   

  	
  0.55

  	
   

  
	
  Bank
  Charges

  	
   

  	
  362.73

  	
   

  	
  0.12

  	
   

  	
  362.73

  	
   

  	
  0.12

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,947.53

  	
   

  	
  0.99

  	
   

  	
  2,947.53

  	
   

  	
  0.99

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  765.39

  	
   

  	
  0.26

  	
   

  	
  765.39

  	
   

  	
  0.26

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  294.39

  	
   

  	
  0.10

  	
   

  	
  294.39

  	
   

  	
  0.10

  	
   

  
	
  Over
  Rings

  	
   

  	
  360.00

  	
   

  	
  0.12

  	
   

  	
  360.00

  	
   

  	
  0.12

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  59.90

  	
   

  	
  0.02

  	
   

  	
  59.90

  	
   

  	
  0.02

  	
   

  
	
  Janitorial

  	
   

  	
  5,894.60

  	
   

  	
  1.97

  	
   

  	
  5,894.60

  	
   

  	
  1.97

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  3,565.46

  	
   

  	
  1.19

  	
   

  	
  3,565.46

  	
   

  	
  1.19

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  2,817.97

  	
   

  	
  0.94

  	
   

  	
  2,817.97

  	
   

  	
  0.94

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  7,662.03

  	
   

  	
  2.56

  	
   

  	
  7,662.03

  	
   

  	
  2.56

  	
   

  
	
  Office
  Expense

  	
   

  	
  771.25

  	
   

  	
  0.26

  	
   

  	
  771.25

  	
   

  	
  0.26

  	
   

  
	
  Outside
  Services

  	
   

  	
  6,228.95

  	
   

  	
  2.08

  	
   

  	
  6,228.95

  	
   

  	
  2.08

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  3,734.88

  	
   

  	
  1.25

  	
   

  	
  3,734.88

  	
   

  	
  1.25

  	
   

  
	
  Property
  Taxes

  	
   

  	
  25,772.87

  	
   

  	
  8.62

  	
   

  	
  25,772.87

  	
   

  	
  8.62

  	
   

  
	
  Postage
  Expense

  	
   

  	
  39.97

  	
   

  	
  0.01

  	
   

  	
  39.97

  	
   

  	
  0.01

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  15,466.24

  	
   

  	
  5.17

  	
   

  	
  15,466.24

  	
   

  	
  5.17

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  744.33

  	
   

  	
  0.25

  	
   

  	
  744.33

  	
   

  	
  0.25

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  19,420.00

  	
   

  	
  6.50

  	
   

  	
  19,420.00

  	
   

  	
  6.50

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  4,250.37

  	
   

  	
  1.42

  	
   

  	
  4,250.37

  	
   

  	
  1.42

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  519.16

  	
   

  	
  0.17

  	
   

  	
  519.16

  	
   

  	
  0.17

  	
   

  
	
  Travel
  Expense

  	
   

  	
  2,550.67

  	
   

  	
  0.85

  	
   

  	
  2,550.67

  	
   

  	
  0.85

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  34,621.52

  	
   

  	
  11.58

  	
   

  	
  34,621.52

  	
   

  	
  11.58

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  8,598.00

  	
   

  	
  2.88

  	
   

  	
  8,598.00

  	
   

  	
  2.88

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  7,969.26

  	
   

  	
  2.67

  	
   

  	
  7,969.26

  	
   

  	
  2.67

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,741.95

  	
   

  	
  0.92

  	
   

  	
  2,741.95

  	
   

  	
  0.92

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  213,027.07

  	
   

  	
  71.26

  	
   

  	
  213,027.07

  	
   

  	
  71.26

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Income Statement

For the One Month Ending January 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Net Income

  	
   

  	
  $

  	
  51,093.29

  	
   

  	
  17.09

  	
   

  	
  $

  	
  51,093.29

  	
   

  	
  17.09

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
MO, BF)


 

















 


Page:1


Manana Entertainment, Inc.

Income Statement

For the Two Months Ending February 28, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  167,353.00

  	
   

  	
  56.31 

  	
   

  	
  $

  	
  330,978.00

  	
   

  	
  55.52

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  5,340.00

  	
   

  	
  0.90

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  29,506.00

  	
   

  	
  9.93

  	
   

  	
  61,479.00

  	
   

  	
  10.31

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,527.00

  	
   

  	
  0.51

  	
   

  	
  1,780.00

  	
   

  	
  0.30

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,260.00

  	
   

  	
  0.42

  	
   

  	
  1,260.00

  	
   

  	
  0.21

  	
   

  
	
  Sales-Vending

  	
   

  	
  2,416.00

  	
   

  	
  0.81

  	
   

  	
  2,416.00

  	
   

  	
  0.41

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  33,894.00

  	
   

  	
  11.40

  	
   

  	
  67,151.00

  	
   

  	
  11.26

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  6,497.50

  	
   

  	
  2.19

  	
   

  	
  10,850.50

  	
   

  	
  1.82

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,220.00

  	
   

  	
  0.75

  	
   

  	
  4,180.00

  	
   

  	
  0.70

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  29,225.00

  	
   

  	
  9.83

  	
   

  	
  66,615.50

  	
   

  	
  11.17

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  5,510.00

  	
   

  	
  1.85

  	
   

  	
  9,142.00

  	
   

  	
  1.53

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  10,109.50

  	
   

  	
  3.40

  	
   

  	
  26,993.75

  	
   

  	
  4.53

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.05

  	
   

  
	
  Other
  Income

  	
   

  	
  7,601.00

  	
   

  	
  2.56

  	
   

  	
  7,601.00

  	
   

  	
  1.28

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  69.00

  	
   

  	
  0.02

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  297,188.00

  	
   

  	
  100.00

  	
   

  	
  596,135.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,480.76

  	
   

  	
  1.51

  	
   

  	
  10,806.18

  	
   

  	
  1.81

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  1.73

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  260.13

  	
   

  	
  0.09

  	
   

  	
  8,578.12

  	
   

  	
  1.44

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  183.00

  	
   

  	
  0.06

  	
   

  	
  1,270.98

  	
   

  	
  0.21

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  7,170.00

  	
   

  	
  2.41

  	
   

  	
  15,966.00

  	
   

  	
  2.68

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  1,329.17

  	
   

  	
  0.45

  	
   

  	
  1,329.17

  	
   

  	
  0.22

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  13,423.06

  	
   

  	
  4.52

  	
   

  	
  48,250.45

  	
   

  	
  8.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  283,764.94

  	
   

  	
  95.48

  	
   

  	
  547,885.30

  	
   

  	
  91.91

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,138.39

  	
   

  	
  5.09

  	
   

  	
  30,394.72

  	
   

  	
  5.10

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  495.00

  	
   

  	
  0.08

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  19,244.77

  	
   

  	
  6.48

  	
   

  	
  56,721.42

  	
   

  	
  9.51

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,461.38

  	
   

  	
  0.49

  	
   

  	
  1,461.38

  	
   

  	
  0.25

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  543.86

  	
   

  	
  0.18

  	
   

  	
  2,183.53

  	
   

  	
  0.37

  	
   

  
	
  Bank
  Charges

  	
   

  	
  134.58

  	
   

  	
  0.05

  	
   

  	
  497.31

  	
   

  	
  0.08

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,575.80

  	
   

  	
  0.87

  	
   

  	
  5,523.33

  	
   

  	
  0.93

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  1,913.64

  	
   

  	
  0.64

  	
   

  	
  2,679.03

  	
   

  	
  0.45

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,401.03

  	
  )

  	
  (0.47

  	
  )

  	
  (1,106.64

  	
  )

  	
  (0.19

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.06

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  25.00

  	
   

  	
  0.01

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  4,956.68

  	
   

  	
  1.67

  	
   

  	
  4,956.68

  	
   

  	
  0.83

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  60.91

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  182.72

  	
   

  	
  0.06

  	
   

  	
  182.72

  	
   

  	
  0.03

  	
   

  
	
  Janitorial

  	
   

  	
  9,162.62

  	
   

  	
  3.08

  	
   

  	
  15,057.22

  	
   

  	
  2.53

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  1,324.83

  	
   

  	
  0.45

  	
   

  	
  4,890.29

  	
   

  	
  0.82

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.47

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  3,532.38

  	
   

  	
  1.19

  	
   

  	
  11,194.41

  	
   

  	
  1.88

  	
   

  
	
  Meals
  Expense

  	
   

  	
  80.00

  	
   

  	
  0.03

  	
   

  	
  80.00

  	
   

  	
  0.01

  	
   

  
	
  Computer
  & POS

  	
   

  	
  248.98

  	
   

  	
  0.08

  	
   

  	
  248.98

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  1,154.95

  	
   

  	
  0.39

  	
   

  	
  1,154.95

  	
   

  	
  0.19

  	
   

  
	
  Office
  Expense

  	
   

  	
  1,617.25

  	
   

  	
  0.54

  	
   

  	
  2,388.50

  	
   

  	
  0.40

  	
   

  
	
  Outside
  Services

  	
   

  	
  5,025.67

  	
   

  	
  1.69

  	
   

  	
  11,254.62

  	
   

  	
  1.89

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,133.10

  	
   

  	
  1.39

  	
   

  	
  7,867.98

  	
   

  	
  1.32

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  4.32

  	
   

  
	
  Postage
  Expense

  	
   

  	
  4.05

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.01

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  2.59

  	
   

  
												



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Page:2


 


Manana Entertainment, Inc.

Income Statement

For the Two Months Ending February 28, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  1,167.41

  	
   

  	
  0.39

  	
   

  	
  1,911.74

  	
   

  	
  0.32

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  7,124.56

  	
   

  	
  2.40

  	
   

  	
  26,544.56

  	
   

  	
  4.45

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  101.41

  	
   

  	
  0.03

  	
   

  	
  4,351.78

  	
   

  	
  0.73

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  755.03

  	
   

  	
  0.25

  	
   

  	
  1,274.19

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  794.71

  	
   

  	
  0.27

  	
   

  	
  3,345.38

  	
   

  	
  0.56

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  40,973.92

  	
   

  	
  13.79

  	
   

  	
  75,595.44

  	
   

  	
  12.68

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  2,582.00

  	
   

  	
  0.87

  	
   

  	
  11,180.00

  	
   

  	
  1.88

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,029.00

  	
   

  	
  1.69

  	
   

  	
  12,998.26

  	
   

  	
  2.18

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,037.28

  	
   

  	
  0.69

  	
   

  	
  4,779.23

  	
   

  	
  0.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  131,685.85

  	
   

  	
  44.31

  	
   

  	
  344,712.92

  	
   

  	
  57.82

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  152,079.09

  	
   

  	
  51.17 

  	
   

  	
  $

  	
  203,172.38

  	
   

  	
  34.08

  	
   

  



 


For Management Purposes Only


 


(INITIALED:
BF, MO)


 

















 


Manana Entertainment, Inc.

Income Statement

For the Three Months Ending March 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  198,279.00

  	
   

  	
  54.92

  	
   

  	
  $

  	
  529,257.00

  	
   

  	
  55.29

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  620.00

  	
   

  	
  0.17

  	
   

  	
  5,960.00

  	
   

  	
  0.62

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  38,455.00

  	
   

  	
  10.65

  	
   

  	
  99,934.00

  	
   

  	
  10.44

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,558.00

  	
   

  	
  0.43

  	
   

  	
  3,338.00

  	
   

  	
  0.35

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,080.00

  	
   

  	
  0.30

  	
   

  	
  2,340.00

  	
   

  	
  0.24

  	
   

  
	
  Sales-Vending

  	
   

  	
  3,383.00

  	
   

  	
  0.94

  	
   

  	
  5,799.00

  	
   

  	
  0.61

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,465.00 

  	
   

  	
  14.53 

  	
   

  	
  119,616.00

  	
   

  	
  12.50 

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,985.50

  	
   

  	
  2.49

  	
   

  	
  19,836.00

  	
   

  	
  2.07

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,020.00

  	
   

  	
  0.56

  	
   

  	
  6,200.00

  	
   

  	
  0.65

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  39,023.00

  	
   

  	
  10.81

  	
   

  	
  105,638.50

  	
   

  	
  11.04

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,213.00

  	
   

  	
  1.17

  	
   

  	
  13,355.00

  	
   

  	
  1.40

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  10,976.50

  	
   

  	
  3.04

  	
   

  	
  37,970.25

  	
   

  	
  3.97

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.03

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,601.00

  	
   

  	
  0.79

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  361,058.00

  	
   

  	
  100.00

  	
   

  	
  957,193.75

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  3,149.89

  	
   

  	
  0.87

  	
   

  	
  13,956.07

  	
   

  	
  1.46

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  1.08

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.90

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  916.00

  	
   

  	
  0.25

  	
   

  	
  2,186.98

  	
   

  	
  0.23

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  9,271.00

  	
   

  	
  2.57

  	
   

  	
  25,237.00

  	
   

  	
  2.64

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  1,899.24

  	
   

  	
  0.53

  	
   

  	
  3,228.41

  	
   

  	
  0.34

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  15,236.13

  	
   

  	
  4.22

  	
   

  	
  63,486.58

  	
   

  	
  6.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  345,821.87

  	
   

  	
  95.78

  	
   

  	
  893,707.17

  	
   

  	
  93.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  18,198.93

  	
   

  	
  5.04

  	
   

  	
  48,593.65

  	
   

  	
  5.08

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  495.00

  	
   

  	
  0.05

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  23,850.00

  	
   

  	
  6.61

  	
   

  	
  80,571.42

  	
   

  	
  8.42

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  4,097.27

  	
   

  	
  1.13

  	
   

  	
  5,558.65

  	
   

  	
  0.58

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  160.49

  	
   

  	
  0.04

  	
   

  	
  2,344.02

  	
   

  	
  0.24

  	
   

  
	
  Bank
  Charges

  	
   

  	
  191.34

  	
   

  	
  0.05

  	
   

  	
  688.65

  	
   

  	
  0.07

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,675.18

  	
   

  	
  0.46

  	
   

  	
  7,198.51

  	
   

  	
  0.75

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  1,237.09

  	
   

  	
  0.34

  	
   

  	
  1,237.09

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  334.83

  	
   

  	
  0.09

  	
   

  	
  3,013.86

  	
   

  	
  0.31

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,709.79

  	
  )

  	
  (0.47

  	
  )

  	
  (2,816.43

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.04

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.52

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.99

  	
   

  	
  0.02

  	
   

  	
  121.90

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  609.22

  	
   

  	
  0.17

  	
   

  	
  791.94

  	
   

  	
  0.08

  	
   

  
	
  Janitorial

  	
   

  	
  3,800.00

  	
   

  	
  1.05

  	
   

  	
  18,857.22

  	
   

  	
  1.97

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  1,250.00

  	
   

  	
  0.35

  	
   

  	
  6,140.29

  	
   

  	
  0.64

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.29

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  645.95

  	
   

  	
  0.18

  	
   

  	
  11,840.36

  	
   

  	
  1.24

  	
   

  
	
  Meals
  Expense

  	
   

  	
  9.50

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  248.98

  	
   

  	
  0.03

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,154.95

  	
   

  	
  0.12

  	
   

  
	
  Office
  Expense

  	
   

  	
  716.50

  	
   

  	
  0.20

  	
   

  	
  3,105.00

  	
   

  	
  0.32

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,458.96

  	
   

  	
  0.96

  	
   

  	
  14,713.58

  	
   

  	
  1.54

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,424.40

  	
   

  	
  1.50

  	
   

  	
  13,292.38

  	
   

  	
  1.39

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  2.69

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  1.62

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  3,820.68

  	
   

  	
  1.06

  	
   

  	
  5,732.42

  	
   

  	
  0.60

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  31,484.92

  	
   

  	
  8.72

  	
   

  	
  58,029.48

  	
   

  	
  6.06

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  153.06

  	
   

  	
  0.04

  	
   

  	
  4,504.84

  	
   

  	
  0.47

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  690.92

  	
   

  	
  0.19

  	
   

  	
  1,965.11

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,345.38

  	
   

  	
  0.35

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  46,694.14

  	
   

  	
  12.93

  	
   

  	
  122,289.58

  	
   

  	
  12.78

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  1.17

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,242.82

  	
   

  	
  1.18

  	
   

  	
  17,241.08

  	
   

  	
  1.80

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,198.39

  	
   

  	
  0.61

  	
   

  	
  6,977.62

  	
   

  	
  0.73

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  153,295.79

  	
   

  	
  42.46

  	
   

  	
  498,008.71

  	
   

  	
  52.03

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  192,526.08

  	
   

  	
  53.32

  	
   

  	
  $

  	
  395,698.46

  	
   

  	
  41.34

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Four Months Ending April 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  168,441.00

  	
   

  	
  51.68 

  	
   

  	
  $

  	
  697,698.00

  	
   

  	
  54.37

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  2,530.00

  	
   

  	
  0.78

  	
   

  	
  8,490.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  34,739.00

  	
   

  	
  10.66

  	
   

  	
  134,673.00

  	
   

  	
  10.50

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,577.00

  	
   

  	
  0.48

  	
   

  	
  4,915.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.11

  	
   

  	
  2,700.00

  	
   

  	
  0.21

  	
   

  
	
  Sales-Vending

  	
   

  	
  7,674.00

  	
   

  	
  2.35

  	
   

  	
  13,473.00

  	
   

  	
  1.05

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  45,653.00

  	
   

  	
  14.01

  	
   

  	
  165,269.00

  	
   

  	
  12.88

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,996.00

  	
   

  	
  2.76

  	
   

  	
  28,832.00

  	
   

  	
  2.25

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,800.00

  	
   

  	
  0.55

  	
   

  	
  8,000.00

  	
   

  	
  0.62

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  34,760.75

  	
   

  	
  10.66

  	
   

  	
  140,399.25

  	
   

  	
  10.94

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,735.00

  	
   

  	
  1.45

  	
   

  	
  18,090.00

  	
   

  	
  1.41

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  11,809.00

  	
   

  	
  3.62

  	
   

  	
  49,779.25

  	
   

  	
  3.88

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.02

  	
   

  
	
  Other
  Income

  	
   

  	
  2,840.00

  	
   

  	
  0.87

  	
   

  	
  10,441.00

  	
   

  	
  0.81

  	
   

  
	
  Interest
  Income

  	
   

  	
  40.34

  	
   

  	
  0.01

  	
   

  	
  40.34

  	
   

  	
  0.00

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  325,955.09

  	
   

  	
  100.00

  	
   

  	
  1,283,148.84

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,120.58

  	
   

  	
  1.26

  	
   

  	
  18,076.65

  	
   

  	
  1.41

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.80

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.67

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  659.00

  	
   

  	
  0.20

  	
   

  	
  2,845.98

  	
   

  	
  0.22

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  7,480.00

  	
   

  	
  2.29

  	
   

  	
  32,717.00

  	
   

  	
  2.55

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  3,829.95

  	
   

  	
  1.17

  	
   

  	
  7,058.36

  	
   

  	
  0.55

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  16,089.53

  	
   

  	
  4.94

  	
   

  	
  79,576.11

  	
   

  	
  6.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  309,865.56

  	
   

  	
  95.06

  	
   

  	
  1,203,572.73

  	
   

  	
  93.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  15,746.19

  	
   

  	
  4.83

  	
   

  	
  64,339.84

  	
   

  	
  5.01

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  1,375.00

  	
   

  	
  0.42

  	
   

  	
  1,870.00

  	
   

  	
  0.15

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  8,750.00

  	
   

  	
  2.68

  	
   

  	
  89,321.42

  	
   

  	
  6.96

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,387.77

  	
   

  	
  0.43

  	
   

  	
  6,946.42

  	
   

  	
  0.54

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  391.99

  	
   

  	
  0.12

  	
   

  	
  2,736.01

  	
   

  	
  0.21

  	
   

  
	
  Bank
  Charges

  	
   

  	
  244.11

  	
   

  	
  0.07

  	
   

  	
  932.76

  	
   

  	
  0.07

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,607.99

  	
   

  	
  0.49

  	
   

  	
  8,806.50

  	
   

  	
  0.69

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  824.50

  	
   

  	
  0.25

  	
   

  	
  2,061.59

  	
   

  	
  0.16

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,763.67

  	
   

  	
  0.85

  	
   

  	
  5,777.53

  	
   

  	
  0.45

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,468.04

  	
  )

  	
  (0.45

  	
  )

  	
  (4,284.47

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.03

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  84.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.39

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  182.81

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  614.96

  	
   

  	
  0.19

  	
   

  	
  1,406.90

  	
   

  	
  0.11

  	
   

  
	
  Janitorial

  	
   

  	
  3,950.00

  	
   

  	
  1.21

  	
   

  	
  22,807.22

  	
   

  	
  1.78

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  50.00

  	
   

  	
  0.02

  	
   

  	
  6,190.29

  	
   

  	
  0.48

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.22

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  4,286.80

  	
   

  	
  1.32

  	
   

  	
  16,127.16

  	
   

  	
  1.26

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  900.00

  	
   

  	
  0.28

  	
   

  	
  900.00

  	
   

  	
  0.07

  	
   

  
	
  Computer
  & POS

  	
   

  	
  855.18

  	
   

  	
  0.26

  	
   

  	
  1,104.16

  	
   

  	
  0.09

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,154.95

  	
   

  	
  0.09

  	
   

  
	
  Office
  Expense

  	
   

  	
  167.86

  	
   

  	
  0.05

  	
   

  	
  3,272.86

  	
   

  	
  0.26

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,981.56

  	
   

  	
  1.22

  	
   

  	
  18,695.14

  	
   

  	
  1.46

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,561.06

  	
   

  	
  1.40

  	
   

  	
  17,853.44

  	
   

  	
  1.39

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  2.01

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  1.21

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  988.78

  	
   

  	
  0.30

  	
   

  	
  6,721.20

  	
   

  	
  0.52

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  26,115.10

  	
   

  	
  8.01

  	
   

  	
  84,144.58

  	
   

  	
  6.56

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  94.32

  	
   

  	
  0.03

  	
   

  	
  4,599.16

  	
   

  	
  0.36

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  690.92

  	
   

  	
  0.21

  	
   

  	
  2,656.03

  	
   

  	
  0.21

  	
   

  
	
  Travel
  Expense

  	
   

  	
  300.00

  	
   

  	
  0.09

  	
   

  	
  3,645.38

  	
   

  	
  0.28

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  43,571.25

  	
   

  	
  13.37

  	
   

  	
  165,860.83

  	
   

  	
  12.93

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.87

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,250.53

  	
   

  	
  1.30

  	
   

  	
  21,491.61

  	
   

  	
  1.67

  	
   

  
	
  Other
  Expense

  	
   

  	
  3,200.52

  	
   

  	
  0.98

  	
   

  	
  10,178.14

  	
   

  	
  0.79

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  130,262.93

  	
   

  	
  39.96

  	
   

  	
  628,271.64

  	
   

  	
  48.96

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  179,602.63

  	
   

  	
  55.10 

  	
   

  	
  $

  	
  575,301.09

  	
   

  	
  44.84

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Five Months Ending May 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  181,738.00

  	
   

  	
  51.88

  	
   

  	
  $

  	
  879,436.00

  	
   

  	
  53.84

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  10.00

  	
   

  	
  0.00

  	
   

  	
  8,500.00

  	
   

  	
  0.52

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  36,842.03

  	
   

  	
  10.52

  	
   

  	
  171,515.03

  	
   

  	
  10.50

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,359.00

  	
   

  	
  0.39

  	
   

  	
  6,274.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Champagne

  	
   

  	
  5,115.00

  	
   

  	
  1.46

  	
   

  	
  7,815.00

  	
   

  	
  0.48

  	
   

  
	
  Sales-Vending

  	
   

  	
  5,604.00

  	
   

  	
  1.60

  	
   

  	
  19,077.00

  	
   

  	
  1.17

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,442.00

  	
   

  	
  14.97

  	
   

  	
  217,711.00

  	
   

  	
  13.33

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,580.75

  	
   

  	
  2.16

  	
   

  	
  36,412.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  1,760.00

  	
   

  	
  0.50

  	
   

  	
  9,760.00

  	
   

  	
  0.60

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  34,748.00

  	
   

  	
  9.92

  	
   

  	
  175,147.25

  	
   

  	
  10.72

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,960.00

  	
   

  	
  1.42

  	
   

  	
  23,050.00

  	
   

  	
  1.41

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  17,921.00

  	
   

  	
  5.12

  	
   

  	
  67,700.25

  	
   

  	
  4.14

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.02

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.64

  	
   

  
	
  Interest
  Income

  	
   

  	
  192.15

  	
   

  	
  0.05

  	
   

  	
  232.49

  	
   

  	
  0.01

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  350,271.93

  	
   

  	
  100.00 

  	
   

  	
  1,633,420.77

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,900.49

  	
   

  	
  1.40

  	
   

  	
  22,977.14

  	
   

  	
  1.41

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.63

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.53

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  184.00

  	
   

  	
  0.05

  	
   

  	
  3,029.98

  	
   

  	
  0.19

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  14,511.00

  	
   

  	
  4.14

  	
   

  	
  47,228.00

  	
   

  	
  2.89

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,795.90

  	
   

  	
  0.80

  	
   

  	
  9,854.26

  	
   

  	
  0.60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  22,391.39

  	
   

  	
  6.39

  	
   

  	
  101,967.50

  	
   

  	
  6.24

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  327,880.54

  	
   

  	
  93.61 

  	
   

  	
  1,531,453.27

  	
   

  	
  93.76

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  17,066.90

  	
   

  	
  4.87

  	
   

  	
  81,406.74

  	
   

  	
  4.98

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  1,310.00

  	
   

  	
  0.37

  	
   

  	
  3,180.00

  	
   

  	
  0.19

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  20,400.00

  	
   

  	
  5.82

  	
   

  	
  109,721.42

  	
   

  	
  6.72

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  757.75

  	
   

  	
  0.22

  	
   

  	
  7,704.17

  	
   

  	
  0.47

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  319.53

  	
   

  	
  0.09

  	
   

  	
  3,055.54

  	
   

  	
  0.19

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.06

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,632.11

  	
   

  	
  0.75

  	
   

  	
  11,438.61

  	
   

  	
  0.70

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  150.00

  	
   

  	
  0.04

  	
   

  	
  2,211.59

  	
   

  	
  0.14

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,806.08

  	
   

  	
  0.80

  	
   

  	
  8,583.61

  	
   

  	
  0.53

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,112.46

  	
  )

  	
  (0.32

  	
  )

  	
  (5,396.93

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  49.00

  	
   

  	
  0.01

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.30

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  243.72

  	
   

  	
  0.01

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  752.87

  	
   

  	
  0.21

  	
   

  	
  2,159.77

  	
   

  	
  0.13

  	
   

  
	
  Janitorial

  	
   

  	
  3,957.83

  	
   

  	
  1.13

  	
   

  	
  26,765.05

  	
   

  	
  1.64

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.38

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,817.97

  	
   

  	
  0.17

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  3,775.81

  	
   

  	
  1.08

  	
   

  	
  19,902.97

  	
   

  	
  1.22

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.01

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  55.24

  	
   

  	
  0.00

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  900.00

  	
   

  	
  0.06

  	
   

  
	
  Computer
  & POS

  	
   

  	
  127.78

  	
   

  	
  0.04

  	
   

  	
  1,231.94

  	
   

  	
  0.08

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  789.79

  	
   

  	
  0.23

  	
   

  	
  1,944.74

  	
   

  	
  0.12

  	
   

  
	
  Office
  Expense

  	
   

  	
  374.17

  	
   

  	
  0.11

  	
   

  	
  3,647.03

  	
   

  	
  0.22

  	
   

  
	
  Outside
  Services

  	
   

  	
  2,927.66

  	
   

  	
  0.84

  	
   

  	
  21,622.80

  	
   

  	
  1.32

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  4,176.16

  	
   

  	
  1.19

  	
   

  	
  22,029.60

  	
   

  	
  1.35

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.58

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.95

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  97.34

  	
   

  	
  0.03

  	
   

  	
  6,818.54

  	
   

  	
  0.42

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  29,627.14

  	
   

  	
  8.46

  	
   

  	
  113,771.72

  	
   

  	
  6.97

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  158.29

  	
   

  	
  0.05

  	
   

  	
  4,757.45

  	
   

  	
  0.29

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  600.00

  	
   

  	
  0.17

  	
   

  	
  3,256.03

  	
   

  	
  0.20

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.22

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  42,668.08

  	
   

  	
  12.18

  	
   

  	
  208,528.91

  	
   

  	
  12.77

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.68

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,922.97

  	
   

  	
  1.41

  	
   

  	
  26,414.58

  	
   

  	
  1.62

  	
   

  
	
  Other
  Expense

  	
   

  	
  2,847.79

  	
   

  	
  0.81

  	
   

  	
  13,025.93

  	
   

  	
  0.80

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  142,298.74

  	
   

  	
  40.63

  	
   

  	
  770,570.38

  	
   

  	
  47.18

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  185,581.80

  	
   

  	
  52.98 

  	
   

  	
  $

  	
  760,882.89

  	
   

  	
  46.58

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Six Months Ending June 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  203,556.00

  	
   

  	
  53.11 

  	
   

  	
  $

  	
  1,082,992.00

  	
   

  	
  53.70

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  11,130.00

  	
   

  	
  2.90

  	
   

  	
  19,630.00

  	
   

  	
  0.97

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  38,612.00

  	
   

  	
  10.07

  	
   

  	
  210,127.03

  	
   

  	
  10.42

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,332.00

  	
   

  	
  0.35

  	
   

  	
  7,606.00

  	
   

  	
  0.38

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.09

  	
   

  	
  8,175.00

  	
   

  	
  0.41

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,038.00

  	
   

  	
  1.58

  	
   

  	
  25,115.00

  	
   

  	
  1.25

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  52,914.00

  	
   

  	
  13.80

  	
   

  	
  270,625.00

  	
   

  	
  13.42

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,274.00

  	
   

  	
  1.90

  	
   

  	
  43,686.75

  	
   

  	
  2.17

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  3,100.00

  	
   

  	
  0.81

  	
   

  	
  12,860.00

  	
   

  	
  0.64

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  35,898.50

  	
   

  	
  9.37

  	
   

  	
  211,045.75

  	
   

  	
  10.46

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,607.00

  	
   

  	
  0.94

  	
   

  	
  26,657.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  19,243.75

  	
   

  	
  5.02

  	
   

  	
  86,944.00

  	
   

  	
  4.31

  	
   

  
	
  Sales-Over
  Ring

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.52

  	
   

  
	
  Interest
  Income

  	
   

  	
  231.48

  	
   

  	
  0.06

  	
   

  	
  463.97

  	
   

  	
  0.02

  	
   

  
	
  Finance
  Charge Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Shipping
  Charges Reimbursed

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  69.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  383,304.73

  	
   

  	
  100.00

  	
   

  	
  2,016,725.50

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,206.05

  	
   

  	
  1.10

  	
   

  	
  27,183.19

  	
   

  	
  1.35

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.51

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.43

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  956.45

  	
   

  	
  0.25

  	
   

  	
  3,986.43

  	
   

  	
  0.20

  	
   

  
	
  Cost
  of Sales-Salaries and Wag

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  10,827.00

  	
   

  	
  2.82

  	
   

  	
  58,055.00

  	
   

  	
  2.88

  	
   

  
	
  Cost
  Of Sales - Sales Tax

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  3,491.42

  	
   

  	
  0.91

  	
   

  	
  13,345.68

  	
   

  	
  0.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  19,480.92

  	
   

  	
  5.08

  	
   

  	
  121,448.42

  	
   

  	
  6.02

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  363,823.81

  	
   

  	
  94.92 

  	
   

  	
  1,895,277.08

  	
   

  	
  93.98

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  19,336.86

  	
   

  	
  5.04

  	
   

  	
  100,743.60

  	
   

  	
  5.00

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  2,470.00

  	
   

  	
  0.64

  	
   

  	
  5,650.00

  	
   

  	
  0.28

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  17,225.00

  	
   

  	
  4.49

  	
   

  	
  126,946.42

  	
   

  	
  6.29

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,704.17

  	
   

  	
  0.38

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  311.42

  	
   

  	
  0.08

  	
   

  	
  3,366.96

  	
   

  	
  0.17

  	
   

  
	
  Contract
  Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.05

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,047.34

  	
   

  	
  0.53

  	
   

  	
  13,485.95

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,211.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  8,299.14

  	
   

  	
  2.17

  	
   

  	
  16,882.75

  	
   

  	
  0.84

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,160.26

  	
  )

  	
  (0.30

  	
  )

  	
  (6,557.19

  	
  )

  	
  (0.33

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Commissions
  and Fees Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.25

  	
   

  
	
  Income
  Tax Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  304.63

  	
   

  	
  0.02

  	
   

  
	
  Interest
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  632.24

  	
   

  	
  0.16

  	
   

  	
  2,792.01

  	
   

  	
  0.14

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Janitorial

  	
   

  	
  4,200.00

  	
   

  	
  1.10

  	
   

  	
  30,965.05

  	
   

  	
  1.54

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.31

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  50.00

  	
   

  	
  0.01

  	
   

  	
  2,867.97

  	
   

  	
  0.14

  	
   

  
	
  Loss
  on NSF Checks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  682.64

  	
   

  	
  0.18

  	
   

  	
  20,585.61

  	
   

  	
  1.02

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  89.50

  	
   

  	
  0.00

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  2,364.86

  	
   

  	
  0.62

  	
   

  	
  2,420.10

  	
   

  	
  0.12

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  115.00

  	
   

  	
  0.03

  	
   

  	
  1,015.00

  	
   

  	
  0.05

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.06

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  75.00

  	
   

  	
  0.02

  	
   

  	
  2,019.74

  	
   

  	
  0.10

  	
   

  
	
  Office
  Expense

  	
   

  	
  300.00

  	
   

  	
  0.08

  	
   

  	
  3,947.03

  	
   

  	
  0.20

  	
   

  
	
  Outside
  Services

  	
   

  	
  6,064.31

  	
   

  	
  1.58

  	
   

  	
  27,687.11

  	
   

  	
  1.37

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  7,759.14

  	
   

  	
  2.02

  	
   

  	
  29,788.74

  	
   

  	
  1.48

  	
   

  
	
  Penalties
  and Fines Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Other
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.28

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.77

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  380.19

  	
   

  	
  0.10

  	
   

  	
  7,198.73

  	
   

  	
  0.36

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  25,348.39

  	
   

  	
  6.61

  	
   

  	
  139,120.11

  	
   

  	
  6.90

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  150.98

  	
   

  	
  0.04

  	
   

  	
  4,908.43

  	
   

  	
  0.24

  	
   

  
	
  Taxi
  Commissions

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  600.41

  	
   

  	
  0.16

  	
   

  	
  3,856.44

  	
   

  	
  0.19

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.18

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  67,818.53

  	
   

  	
  17.69

  	
   

  	
  276,347.44

  	
   

  	
  13.70

  	
   

  
	
  Wages
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.55

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,840.27

  	
   

  	
  1.52

  	
   

  	
  32,254.85

  	
   

  	
  1.60

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,519.57

  	
   

  	
  0.40

  	
   

  	
  14,545.50

  	
   

  	
  0.72

  	
   

  
	
  Purchase
  Disc-Expense Items

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  172,491.94

  	
   

  	
  45.00

  	
   

  	
  943,062.32

  	
   

  	
  46.76

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  191,331.87

  	
   

  	
  49.92 

  	
   

  	
  $

  	
  952,214.76

  	
   

  	
  47.22

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Seven Months Ending July 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  189,268.00

  	
   

  	
  51.46 

  	
   

  	
  $

  	
  1,272,260.00

  	
   

  	
  53.35

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  14,275.00

  	
   

  	
  3.88

  	
   

  	
  33,905.00

  	
   

  	
  1.42

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  37,856.00

  	
   

  	
  10.29

  	
   

  	
  247,983.03

  	
   

  	
  10.40

  	
   

  
	
  Sales-Cigars

  	
   

  	
  892.00

  	
   

  	
  0.24

  	
   

  	
  8,498.00

  	
   

  	
  0.36

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  1,260.00

  	
   

  	
  0.34

  	
   

  	
  9,435.00

  	
   

  	
  0.40

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,435.00

  	
   

  	
  1.75

  	
   

  	
  31,550.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  48,165.00

  	
   

  	
  13.10

  	
   

  	
  318,790.00

  	
   

  	
  13.37

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  7,708.00

  	
   

  	
  2.10

  	
   

  	
  51,394.75

  	
   

  	
  2.16

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  2,780.00

  	
   

  	
  0.76

  	
   

  	
  15,640.00

  	
   

  	
  0.66

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  32,635.00

  	
   

  	
  8.87

  	
   

  	
  243,680.75

  	
   

  	
  10.22

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  4,868.00

  	
   

  	
  1.32

  	
   

  	
  31,525.00

  	
   

  	
  1.32

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  21,333.75

  	
   

  	
  5.80

  	
   

  	
  108,277.75

  	
   

  	
  4.54

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.44

  	
   

  
	
  Interest
  Income

  	
   

  	
  243.83

  	
   

  	
  0.07

  	
   

  	
  707.80

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  80.00

  	
   

  	
  0.02

  	
   

  	
  149.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  367,799.58

  	
   

  	
  100.00

  	
   

  	
  2,384,525.08

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,163.56

  	
   

  	
  1.13

  	
   

  	
  31,346.75

  	
   

  	
  1.31

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.43

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.36

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,986.43

  	
   

  	
  0.17

  	
   

  
	
  Cost  of Sales-Taxi Commission

  	
   

  	
  5,955.00

  	
   

  	
  1.62

  	
   

  	
  64,010.00

  	
   

  	
  2.68

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,862.01

  	
   

  	
  0.78

  	
   

  	
  16,207.69

  	
   

  	
  0.68

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  12,980.57

  	
   

  	
  3.53

  	
   

  	
  134,428.99

  	
   

  	
  5.64

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  354,819.01

  	
   

  	
  96.47

  	
   

  	
  2,250,096.09

  	
   

  	
  94.36

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  18,396.06

  	
   

  	
  5.00

  	
   

  	
  119,139.66

  	
   

  	
  5.00

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  500.00

  	
   

  	
  0.14

  	
   

  	
  6,150.00

  	
   

  	
  0.26

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  16,283.00

  	
   

  	
  4.43

  	
   

  	
  143,229.42

  	
   

  	
  6.01

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  7,704.17

  	
   

  	
  0.32

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  205.00

  	
   

  	
  0.06

  	
   

  	
  3,571.96

  	
   

  	
  0.15

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  932.76

  	
   

  	
  0.04

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  2,625.60

  	
   

  	
  0.71

  	
   

  	
  16,111.55

  	
   

  	
  0.68

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  225.00

  	
   

  	
  0.06

  	
   

  	
  2,436.59

  	
   

  	
  0.10

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  13,676.31

  	
   

  	
  3.72

  	
   

  	
  30,559.06

  	
   

  	
  1.28

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (909.10

  	
  )

  	
  (0.25

  	
  )

  	
  (7,466.29

  	
  )

  	
  (0.31

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.02

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.01

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  2,500.00

  	
   

  	
  0.68

  	
   

  	
  2,500.00

  	
   

  	
  0.10

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.21

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  181.91

  	
   

  	
  0.05

  	
   

  	
  486,54

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  852.03

  	
   

  	
  0.23

  	
   

  	
  3,644.04

  	
   

  	
  0.15

  	
   

  
	
  Janitorial

  	
   

  	
  4,522.23

  	
   

  	
  1.23

  	
   

  	
  35,487.28

  	
   

  	
  1.49

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.26

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.12

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  2,480.42

  	
   

  	
  0.67

  	
   

  	
  23,066.03

  	
   

  	
  0.97

  	
   

  
	
  Meals
  Expense

  	
   

  	
  881.53

  	
   

  	
  0.24

  	
   

  	
  971.03

  	
   

  	
  0.04

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  2,475.34

  	
   

  	
  0.10

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.04

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.05

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  925.00

  	
   

  	
  0.25

  	
   

  	
  2,944.74

  	
   

  	
  0.12

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  414.84

  	
   

  	
  0.11

  	
   

  	
  4,361.87

  	
   

  	
  0.18

  	
   

  
	
  Outside
  Services

  	
   

  	
  7,452.57

  	
   

  	
  2.03

  	
   

  	
  35,139.68

  	
   

  	
  1.47

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,127.45

  	
   

  	
  1.39

  	
   

  	
  34,916.19

  	
   

  	
  1.46

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  1.08

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.65

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  161.57

  	
   

  	
  0.04

  	
   

  	
  7,360.30

  	
   

  	
  0.31

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  37,292.34

  	
   

  	
  10.14

  	
   

  	
  176,412.45

  	
   

  	
  7.40

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  274.95

  	
   

  	
  0.07

  	
   

  	
  5,183.38

  	
   

  	
  0.22

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  598.10

  	
   

  	
  0.16

  	
   

  	
  4,454.54

  	
   

  	
  0.19

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.15

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  44,396.20

  	
   

  	
  12.07

  	
   

  	
  320,743.64

  	
   

  	
  13.45

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.47

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,626.59

  	
   

  	
  1.26

  	
   

  	
  36,881.44

  	
   

  	
  1.55

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,818.47

  	
   

  	
  0.49

  	
   

  	
  16,363.97

  	
   

  	
  0.69

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  165,563.31

  	
   

  	
  45.01 

  	
   

  	
  1,108,625.63

  	
   

  	
  46.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  189,255.70

  	
   

  	
  51.46 

  	
   

  	
  $

  	
  1,141,470.46

  	
   

  	
  47.87

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Eight Months Ending August 31, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  184,574.00

  	
   

  	
  52.06

  	
   

  	
  $

  	
  1,456,834.00

  	
   

  	
  53.19

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  13,220.00

  	
   

  	
  3.73

  	
   

  	
  47,125.00

  	
   

  	
  1.72

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  37,977.00

  	
   

  	
  10.71

  	
   

  	
  285,960.03

  	
   

  	
  10.44

  	
   

  
	
  Sales-Cigars

  	
   

  	
  738.00

  	
   

  	
  0.21

  	
   

  	
  9,236.00

  	
   

  	
  0.34

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  270.00

  	
   

  	
  0.08

  	
   

  	
  9,705.00

  	
   

  	
  0.35

  	
   

  
	
  Sales-Vending

  	
   

  	
  5,394.00

  	
   

  	
  1.52

  	
   

  	
  36,944.00

  	
   

  	
  1.35

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  50,120.00

  	
   

  	
  14.14

  	
   

  	
  368,910.00

  	
   

  	
  13.47

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  10,199.00

  	
   

  	
  2.88

  	
   

  	
  61,593.75

  	
   

  	
  2.25

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  3,440.00

  	
   

  	
  0.97

  	
   

  	
  19,080.00

  	
   

  	
  0.70

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  33,009.00

  	
   

  	
  9.31

  	
   

  	
  276,689.75

  	
   

  	
  10.10

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  3,099.00

  	
   

  	
  0.87

  	
   

  	
  34,624.00

  	
   

  	
  1.26

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  12,319.75

  	
   

  	
  3.48

  	
   

  	
  120,597.50

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.38

  	
   

  
	
  Interest
  Income

  	
   

  	
  162.45

  	
   

  	
  0.05

  	
   

  	
  870.25

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  354,522.20

  	
   

  	
  100.00

  	
   

  	
  2,739,047.28

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  5,418.28

  	
   

  	
  1.53

  	
   

  	
  36,765.03

  	
   

  	
  1.34

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.38

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.31

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  415.00

  	
   

  	
  0.12

  	
   

  	
  4,401.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  8,599.00

  	
   

  	
  2.43

  	
   

  	
  72,609.00

  	
   

  	
  2.65

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,437.38

  	
   

  	
  0.69

  	
   

  	
  18,645.07

  	
   

  	
  0.68

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  16,869.66

  	
   

  	
  4.76

  	
   

  	
  151,298.65

  	
   

  	
  5.52

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  337,652.54

  	
   

  	
  95.24

  	
   

  	
  2,587,748.63

  	
   

  	
  94.48

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  17,955.25

  	
   

  	
  5.06

  	
   

  	
  137,094.91

  	
   

  	
  5.01

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,150.00

  	
   

  	
  0.22

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  21,100.00

  	
   

  	
  5.95

  	
   

  	
  164,329.42

  	
   

  	
  6.00

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  757.75

  	
   

  	
  0.21

  	
   

  	
  8,461.92

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  208.01

  	
   

  	
  0.06

  	
   

  	
  3,779.97

  	
   

  	
  0.14

  	
   

  
	
  Bank
  Charges

  	
   

  	
  5,047.03

  	
   

  	
  1.42

  	
   

  	
  5,979.79

  	
   

  	
  0.22

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  3,253.30

  	
   

  	
  0.92

  	
   

  	
  19,364.85

  	
   

  	
  0.71

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  225.00

  	
   

  	
  0.06

  	
   

  	
  2,661.59

  	
   

  	
  0.10

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  30,559.06

  	
   

  	
  1.12

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (1,095.10

  	
  )

  	
  (0.31

  	
  )

  	
  (8,561.39

  	
  )

  	
  (0.31

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,500.00

  	
   

  	
  0.09

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.18

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.02

  	
   

  	
  547.45

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  757.85

  	
   

  	
  0.21

  	
   

  	
  4,401.89

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  6,800.00

  	
   

  	
  1.92

  	
   

  	
  42,287.28

  	
   

  	
  1.54

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,190.29

  	
   

  	
  0.23

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.10

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  1,369.29

  	
   

  	
  0.39

  	
   

  	
  24,435.32

  	
   

  	
  0.89

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  971.03

  	
   

  	
  0.04

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.02

  	
   

  	
  2,530.58

  	
   

  	
  0.09

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.04

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,944.74

  	
   

  	
  0.11

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  124.16

  	
   

  	
  0.04

  	
   

  	
  4,486.03

  	
   

  	
  0.16

  	
   

  
	
  Outside
  Services

  	
   

  	
  3,524.74

  	
   

  	
  0.99

  	
   

  	
  38,664.42

  	
   

  	
  1.41

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,400.03

  	
   

  	
  1.52

  	
   

  	
  40,316.22

  	
   

  	
  1.47

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  0.94

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  15,466.24

  	
   

  	
  0.56

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  (380.00

  	
  )

  	
  (0.11

  	
  )

  	
  6,980.30

  	
   

  	
  0.25

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  27,336.59

  	
   

  	
  7.71

  	
   

  	
  203,749.04

  	
   

  	
  7.44

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  251.56

  	
   

  	
  0.07

  	
   

  	
  5,434.94

  	
   

  	
  0.20

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  601.43

  	
   

  	
  0.17

  	
   

  	
  5,055.97

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.13

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  50,328.81

  	
   

  	
  14.20

  	
   

  	
  371,072.45

  	
   

  	
  13.55

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.41

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  4,938.46

  	
   

  	
  1.39

  	
   

  	
  41,819.90

  	
   

  	
  1.53

  	
   

  
	
  Other
  Expense

  	
   

  	
  1,804.76

  	
   

  	
  0.51

  	
   

  	
  18,168.73

  	
   

  	
  0.66

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  150,425.07

  	
   

  	
  42.43

  	
   

  	
  1,259,050.70

  	
   

  	
  45.97

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
  187,227.47

  	
   

  	
  52.81

  	
   

  	
  $

  	
  1,328,697.93

  	
   

  	
  48.51

  	
   

  
												



 


For Management Purposes Only


 


2

















 


Manana Entertainment, Inc.

Income Statement

For the Nine Months Ending September 30, 2007


 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Revenues

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales-Cover
  Charge

  	
   

  	
  $

  	
  209,142.60

  	
   

  	
  50.83 

  	
   

  	
  $

  	
  1,665,976.60

  	
   

  	
  52.88

  	
   

  
	
  Sales-VIP
  Cover Charges

  	
   

  	
  16,050.00

  	
   

  	
  3.90

  	
   

  	
  63,175.00

  	
   

  	
  2.01

  	
   

  
	
  Sales-Food
  & Beverages

  	
   

  	
  40,125.50

  	
   

  	
  9.75

  	
   

  	
  326,085.53

  	
   

  	
  10.35

  	
   

  
	
  Sales-Cigars

  	
   

  	
  1,300.00

  	
   

  	
  0.32

  	
   

  	
  10,536.00

  	
   

  	
  0.33

  	
   

  
	
  Sales-Frozen
  Drinks

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8.00

  	
   

  	
  0.00

  	
   

  
	
  Sales-Champagne

  	
   

  	
  360.00

  	
   

  	
  0.09

  	
   

  	
  10,065.00

  	
   

  	
  0.32

  	
   

  
	
  Sales-Vending

  	
   

  	
  6,623.00

  	
   

  	
  1.61

  	
   

  	
  43,567.00

  	
   

  	
  1.38

  	
   

  
	
  Sales-Dancer’s
  House Fee

  	
   

  	
  46,800.00

  	
   

  	
  11.38

  	
   

  	
  415,710.00

  	
   

  	
  13.20

  	
   

  
	
  Sales-Dancer’s
  Merchandise

  	
   

  	
  8,789.00

  	
   

  	
  2.14

  	
   

  	
  70,382.75

  	
   

  	
  2.23

  	
   

  
	
  Sales-Dancer’s
  Skips

  	
   

  	
  5,040.00

  	
   

  	
  1.23

  	
   

  	
  24,120.00

  	
   

  	
  0.77

  	
   

  
	
  Sales-Dancer’s
  Booths

  	
   

  	
  52,265.00

  	
   

  	
  12.70

  	
   

  	
  328,954.75

  	
   

  	
  10.44

  	
   

  
	
  Sales-Dancer’s
  Fines

  	
   

  	
  6,741.00

  	
   

  	
  1.64

  	
   

  	
  41,365.00

  	
   

  	
  1.31

  	
   

  
	
  Sales-Poker
  Chip Fee

  	
   

  	
  17,976.75

  	
   

  	
  4.37

  	
   

  	
  138,574.25

  	
   

  	
  4.40

  	
   

  
	
  DSR
  Over/ Short

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  280.00

  	
   

  	
  0.01

  	
   

  
	
  Other
  Income

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,441.00

  	
   

  	
  0.33

  	
   

  
	
  Interest
  Income

  	
   

  	
  205.91

  	
   

  	
  0.05

  	
   

  	
  1,076.16

  	
   

  	
  0.03

  	
   

  
	
  Sales
  Discounts

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  149.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Revenues

  	
   

  	
  411,418.76

  	
   

  	
  100.00

  	
   

  	
  3,150,466.04

  	
   

  	
  100.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  of Sales-Food & Bev

  	
   

  	
  4,228.09

  	
   

  	
  1.03

  	
   

  	
  40,993.12

  	
   

  	
  1.30

  	
   

  
	
  Cost
  of Sales- Contract Labor

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  10,300.00

  	
   

  	
  0.33

  	
   

  
	
  Cost
  of Sales-Supplies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  8,578.12

  	
   

  	
  0.27

  	
   

  
	
  Cost
  Of Sales-Tobacco

  	
   

  	
  607.00

  	
   

  	
  0.15

  	
   

  	
  5,008.43

  	
   

  	
  0.16

  	
   

  
	
  Cost
  of Sales-Taxi Commission

  	
   

  	
  10,585.00

  	
   

  	
  2.57

  	
   

  	
  83,194.00

  	
   

  	
  2.64

  	
   

  
	
  Vending
  Supplies

  	
   

  	
  2,581.45

  	
   

  	
  0.63

  	
   

  	
  21,226.52

  	
   

  	
  0.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Cost of Sales

  	
   

  	
  18,001.54

  	
   

  	
  4.38

  	
   

  	
  169,300.19

  	
   

  	
  5.37

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Profit

  	
   

  	
  393,417.22

  	
   

  	
  95.62

  	
   

  	
  2,981,165.85

  	
   

  	
  94.63

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Tax Payable

  	
   

  	
  20,245.33

  	
   

  	
  4.92

  	
   

  	
  157,340.24

  	
   

  	
  4.99

  	
   

  
	
  Accounting
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  6,150.00

  	
   

  	
  0.20

  	
   

  
	
  Advertising
  Expense

  	
   

  	
  14,925.00

  	
   

  	
  3.63

  	
   

  	
  179,254.42

  	
   

  	
  5.69

  	
   

  
	
  Decorating
  Expense

  	
   

  	
  1,202.66

  	
   

  	
  0.29

  	
   

  	
  9,664.58

  	
   

  	
  0.31

  	
   

  
	
  Auto
  Expenses

  	
   

  	
  165.00

  	
   

  	
  0.04

  	
   

  	
  3,944.97

  	
   

  	
  0.13

  	
   

  
	
  Bank
  Charges

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  5,979.79

  	
   

  	
  0.19

  	
   

  
	
  Bar
  Supplies

  	
   

  	
  1,799.95

  	
   

  	
  0.44

  	
   

  	
  21,164.80

  	
   

  	
  0.67

  	
   

  
	
  Emergency
  Ice

  	
   

  	
  675.00

  	
   

  	
  0.16

  	
   

  	
  3,336.59

  	
   

  	
  0.11

  	
   

  
	
  Bank
  Card Fees/Charge Back

  	
   

  	
  2,437.32

  	
   

  	
  0.59

  	
   

  	
  32,996.38

  	
   

  	
  1.05

  	
   

  
	
  Cash
  Over and Short

  	
   

  	
  (629.87

  	
  )

  	
  (0.15

  	
  )

  	
  (9,191.26

  	
  )

  	
  (0.29

  	
  )

  
	
  Over
  Rings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  360.00

  	
   

  	
  0.01

  	
   

  
	
  Dues
  and Subscriptions Exp

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  133.90

  	
   

  	
  0.00

  	
   

  
	
  Gifts
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,500.00

  	
   

  	
  0.08

  	
   

  
	
  Education
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  4,956.68

  	
   

  	
  0.16

  	
   

  
	
  Insurance
  Expense

  	
   

  	
  60.91

  	
   

  	
  0.01

  	
   

  	
  608.36

  	
   

  	
  0.02

  	
   

  
	
  Laundry
  and Cleaning Exp

  	
   

  	
  687.60

  	
   

  	
  0.17

  	
   

  	
  5,089.49

  	
   

  	
  0.16

  	
   

  
	
  Janitorial

  	
   

  	
  4,480.00

  	
   

  	
  1.09

  	
   

  	
  46,767.28

  	
   

  	
  1.48

  	
   

  
	
  Legal
  and Professional Expense

  	
   

  	
  800.00

  	
   

  	
  0.19

  	
   

  	
  6,990.29

  	
   

  	
  0.22

  	
   

  
	
  Licenses
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,867.97

  	
   

  	
  0.09

  	
   

  
	
  Maintenance
  Expense

  	
   

  	
  2,176.59

  	
   

  	
  0.53

  	
   

  	
  26,611.91

  	
   

  	
  0.84

  	
   

  
	
  Meals
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  971.03

  	
   

  	
  0.03

  	
   

  
	
  Music
  and Entertainment Exp

  	
   

  	
  55.24

  	
   

  	
  0.01

  	
   

  	
  2,585.82

  	
   

  	
  0.08

  	
   

  
	
  Equipment
  & Furnishings

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,015.00

  	
   

  	
  0.03

  	
   

  
	
  Computer
  & POS

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  1,231.94

  	
   

  	
  0.04

  	
   

  
	
  Printing
  & Copies

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  2,944.74

  	
   

  	
  0.09

  	
   

  
												



 


For Management Purposes Only


 


1

















 


	
   

  	
   

  	
  Current Month

  	
   

  	
   

  	
   

  	
  Year to Date

  	
   

  	
   

  	
   

  
	
  Office
  Expense

  	
   

  	
  300.42

  	
   

  	
  0.07

  	
   

  	
  4,786.45

  	
   

  	
  0.15

  	
   

  
	
  Outside
  Services

  	
   

  	
  2,674.18

  	
   

  	
  0.65

  	
   

  	
  41,338.60

  	
   

  	
  1.31

  	
   

  
	
  Payroll
  Tax Expense

  	
   

  	
  5,153.42

  	
   

  	
  1.25

  	
   

  	
  45,469.64

  	
   

  	
  1.44

  	
   

  
	
  Property
  Taxes

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  25,772.87

  	
   

  	
  0.82

  	
   

  
	
  Postage
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  44.02

  	
   

  	
  0.00

  	
   

  
	
  Rent
  or Lease Expense

  	
   

  	
  15,466.24

  	
   

  	
  3.76

  	
   

  	
  30,932.48

  	
   

  	
  0.98

  	
   

  
	
  Repairs
  Expense

  	
   

  	
  28.96

  	
   

  	
  0.01

  	
   

  	
  7,009.26

  	
   

  	
  0.22

  	
   

  
	
  Sales
  Promotion

  	
   

  	
  26,949.88

  	
   

  	
  6.55

  	
   

  	
  230,698.92

  	
   

  	
  7.32

  	
   

  
	
  Supplies
  Expense

  	
   

  	
  399.78

  	
   

  	
  0.10

  	
   

  	
  5,834.72

  	
   

  	
  0.19

  	
   

  
	
  Telephone
  Expense

  	
   

  	
  579.55

  	
   

  	
  0.14

  	
   

  	
  5,635.52

  	
   

  	
  0.18

  	
   

  
	
  Travel
  Expense

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  3,645.38

  	
   

  	
  0.12

  	
   

  
	
  Salaries
  Expense

  	
   

  	
  46,444.59

  	
   

  	
  11.29

  	
   

  	
  417,517.04

  	
   

  	
  13.25

  	
   

  
	
  Salaries
  - Bonus

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  	
  11,180.00

  	
   

  	
  0.35

  	
   

  
	
  Utilities
  Expense

  	
   

  	
  5,361.94

  	
   

  	
  1.30

  	
   

  	
  47,181.84

  	
   

  	
  1.50

  	
   

  
	
  Other
  Expense

  	
   

  	
  28,837.03

  	
   

  	
  7.01

  	
   

  	
  47,005.76

  	
   

  	
  1.49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Expenses

  	
   

  	
  181,276.72

  	
   

  	
  44.06

  	
   

  	
  1,440,327.42

  	
   

  	
  45.72

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Income

  	
   

  	
  $

  	
   212,140.50

  	
   

  	
  51.56 

  	
   

  	
  $

  	
  1,540,838.43

  	
   

  	
  48.91

  	
   

  
												



 


For Management Purposes Only


 


2
















 


SCHEDULE 5.3(b)


EXCEPTIONS TO REFERENCE FINANCIAL DATA


 


1.             POKER CHIPS:  Shareholder shall indemnify Purchaser for any
liability as a result of any outstanding poker chips as of the Effective Date
(currently black and will remain the same color) (redeemable Dance Dollars). Purchaser
will as of the Effective Date change the color of the poker chips used by
Purchaser to another color other than black.


 


2.             Due to/from Golden
Account shall be eliminated. Purchaser shall have no right to collect same.


 


3.             N/T Shareholder
Account shall be eliminated. Purchaser shall have no liability as to same.


 


 


	
   

  	
  /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.3(c)


EXCEPTIONS TO FINANCIAL DATA/MATERIAL ADVERSE
EFFECTS


 


NONE


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.5


EXCEPTIONS TO CONSENTS AND APPROVALS


 


License to be
issued by the City of Dallas, Texas, as set forth in the Dallas City Code,
Section 41A-4, giving Purchaser the right to operate the Business.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.6


EXCEPTIONS TO LITIGATION


 


Case No. 306-CV-302 styled Venture Plus Enterprises vs. Golden
Productions JGC Forst Worth, LLC, this case will be defended by Shareholder
who shall indemnify and hold harmless Purchaser.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.7


EXCEPTIONS TO COMPLIANCE WITH LAWS


 


NONE


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


The follow documents were attached to the
Stock Purchase Agreement but were omitted from this form 8K because they are
not material because physical document was included in the due diligence
package:


 


Certificate of Occupancy Dallas (Land Use:
Commercial Amusement) Issued: 7/17/2006


City of Dallas, Texas License- Sexually
Oriented Business Expires: 1/31/2008


Texas Sales and Use Tax Permit Effective: 6/26/2006


Dallas Food Products Permit Issued: 6/7/2006


“Exactitude” Leadership Concepts LLC (Texas
Food Protection Mgmt) Issued: 12/22/2007


Security Alarm Permit Expires: 6/30/2008


Texas Sales and use Tax Permit


Food Protection and Education Division
(Inspection Report)


 

















 


SCHEDULE 5.8


EXCEPTIONS TO TAX MATTERS


 


The 2006 IRS Form 1120 has not yet been filed. Seller shall proceed to
file said return by January 31, 2008, and will remain liable for any tax due
thereon and indemnify and hold harmless Purchaser from any such taxes,
penalties and interest due thereon. Seller will make return available to
Purchaser for review.


 


 


	
   

  	
  /s/ MO

  	
   

  	
  /s/ BF

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.9


REAL PROPERTY


 


GROUND LEASE AGREEMENT


 


THIS LEASE is
made the 26th day of October, 2007, to be effective upon the Effective Date as
defined in the Stock Purchase Agreement executed by the parties hereto
simultaneously with the execution of this Ground Lease Agreement, by and
between VCG Holding Company, a Colorado corporation (“VCG” or “Tenant”), and
Bryan S. Foster (“Landlord”).


 


A.            Landlord is the
owner of the Premises being commonly known as 2151 Manana Drive, Dallas, Texas,
as described in the legal description attached hereto and made a part hereof as
Exhibit “A” (“Premises” or “Leased Premises”).


 


B.            Landlord desires to
lease the Premises to Tenant, and Tenant desires to take and lease the Premises
from Landlord.


 


NOW, therefore, for and in consideration of the rents reserved
hereunder and the terms and conditions hereof, Landlord hereby rents, demises,
and leases to Tenant, and Tenant takes and leases from Landlord the Premises,
all upon the following terms and conditions.


 


ARTICLE I


TERM OF LEASE AND USE OF PREMISES


 


1.1           Term.
The term of the Lease shall commence on the Effective Date, as that term is
defined in the Stock Purchase Agreement executed by the parties simultaneously
hereto, and shall end on the last day of the 60th month from the Effective
Date.


 


1.2           Extended Term.
Landlord shall grant the option to Tenant four 5-year options to renew this
Lease. Tenant shall provide written notice of election to decline such option
90 days prior to the expiration of the initial or subsequent terms described
above or this Lease shall automatically extend to the succeeding renewal period.
Each option period shall be at an increased rate of 10% increase over the prior
term’s rental obligation.


 


1.3           Initial Rental
Obligation. Tenant shall pay Twenty-Five Thousand ($25,000.00) Dollars to
Landlord on the 1st day of each month and continuing thereafter on a monthly
basis for the first term and each and every month during the term (“Monthly
Rent”). Tenant shall pay to Landlord the pro rata portion of the rent due from
the Effective Date through the last day of the month in which the Effective
Date occurs, and said Monthly Rent shall thereafter be paid on a regular and
continuing basis as stated in this Section,


 


1.4           Use
of Premises. The Leased Premises shall be used and occupied as an adult
entertainment facility, or adult cabaret, or for such other lawful purpose as
Tenant may elect, so long as Tenant obtains and maintains a Specialized
Certificate of Occupancy and the Dallas License, as that term is defined in the
Stock Purchase Agreement executed simultaneously hereto, or the equivalent to
operate as an adult cabaret.


 


(INITIALED: BF, MO)


 

















 


1.5           Compliance with
the Law. In its use and occupancy of the Leased Premises, and the exercise
of its rights hereunder, Tenant shall, at its sole cost and expense, promptly
comply with all federal, state, county, or municipal laws, ordinances, rules,
regulations, directives, orders and/or requirements (collectively “Governmental
Regulations”) now in force or which may hereafter be in force with respect to
the Premises due specifically to Tenant’s use and occupancy of the Premises and
Tenant’s business conducted thereon. Tenant shall not permit any use of the
Leased Premises which would directly or indirectly violate any such law,
ordinance, regulation or direction, or which may be dangerous to any of the
personal property located at the Premises.


 


1.6           Assignment and
Subletting. Tenant shall have the right to sublease all or any part of the
Leased Premises subject to the terms hereof without the consent of the
Landlord, so long as Tenant remains primarily liable for all terms hereof, and
the Landlord shall not be required to engage in any manner with the sub-tenant.


 


1.7           Assignment by
Landlord. Landlord shall have the right to assign this Lease, collaterally
or otherwise, without Tenant’s consent; provided, however, that Landlord shall
give written notice to Tenant of any proposed assignment at least thirty (30)
days prior thereto. No assignment by Landlord shall alter the rights of Tenant
hereunder, and all of the recitals, terms, covenants, and conditions of this
Lease shall remain in full force and effect upon the assignment. Upon any
assignment by Landlord, Tenant shall make rental payments to the assignee
unless and until the assignee actually delivers to Tenant a written notice
directing rental payments to thereafter be made to the assignor. In the event
of the transfer and assignment by Landlord of its interest in the Lease and in
the Premises to a person expressly assuming Landlord’s obligations under this
Lease, Landlord shall remain liable hereunder unless released by the Tenant in
which case Tenant agrees to look solely to such successor in interest of the
Landlord for performance of such obligations. Any security given Tenant to
Landlord to secure Tenant’s obligations hereunder may be assigned and transferred
by Landlord to such successor-in-interest and Landlord will thereby be
discharged of any further obligations relating thereto.


 


1.8           Tenant agrees to
deposit with Landlord the sum of Twenty-Five Thousand ($25,000.00) Dollars,
which sum shall be held by Landlord, without liability for interest, as
security for the performance of Tenant’s obligations under this Lease, it being
expressly understood and agreed that this security deposit is not an advance
rental deposit, or a measure of Landlord’s damages in case of Tenant’s default.
Upon each occurrence of a Tenant Default (hereinafter defined), Landlord may
use all or part of the security deposit to pay past due rent or other payments
due Landlord under this Lease, and the cost of any other damage, injury, expense
or liability caused by such Tenant Default without prejudice to any other
remedy provided herein or provided by law. On demand, Tenant shall pay Landlord
the amount that will restore the security deposit to its original amount. The
security deposit shall be deemed the property of Tenant and any remaining
balance of such security deposit not used by the Landlord pursuant to this
Lease shall be returned by Landlord to Tenant within sixty (60) days after
Tenant’s obligations under the Lease have been fulfilled. Notwithstanding any
terms or provisions hereof to the contrary, the Security Deposit shall be
returned to Tenant in the event that Tenant terminates this Lease in accordance
with its terms.


 


(INITIALED: BF, MO)


 

















 


1.9           Late Charges. If Tenant fails
to pay any installment of Monthly Rent on or before the fifteenth (15th)
day of the calendar month, then Tenant shall pay to Landlord, in addition to the installment of Monthly Rent, five
percent (5%) of such installment, as a late payment fee. Notwithstanding the
foregoing, Landlord shall provide notice to Tenant if any installment of
Monthly Rent is not paid on or before the fifteenth (15th) day of
the calendar month.


 


ARTICLE II


ADDITIONAL RENT


 


2.1                                  Additional Rental Obligation. In addition to the rental sum described
above, Tenant shall pay the following:


 


a. Utilities. Tenant
shall promptly pay and discharge the cost of all utilities in connection with
Tenant’s use of the Leased Premises and Building thereon. In the event that any
such utility charge is unpaid, Landlord may, at its option, pay and discharge
such charge, notifying Tenant of such payment and forthwith being reimbursed on
demand for such payment by Tenant;


 


b. Taxes. Tenant
shall pay, before they become delinquent, any ad valorem taxes, including but
not limited to real estate and personal property taxes, waste disposal
assessments, or other assessments for public or municipal improvements that are
assessed or imposed upon the Leased Premises and Building thereon during the
time of the Lease including all such taxes for the year 2007. Landlord shall
furnish to Tenant within five days after receipt of any such tax or assessments
which shall be levied on the property. Tenant shall promptly pay the real
estate and personal property taxes, assessments or other costs imposed upon the
land, prior to such obligation becoming delinquent, evidencing an official
receipt as paid in full and providing same to Landlord. Tenant shall pay before
delinquency any and all taxes on the real estate and personal property which
are levied or assessed and/or which become payable during the Lease Term for
the year 2007 upon all or any part of the Building, improvements, equipment,
furniture, fixtures, and other personal property, although same may be assessed
and taxed with the real property.


 


c. Insurance. Tenant shall procure and
maintain, and pay all premiums, fees and charges for the purpose of procuring
and maintaining continuously throughout the Term: (i) insurance on the
Improvements (including building and fixtures on the Premises) against loss or
damage by fire or other casualty with endorsements providing what is commonly
known as all risk fire and extended coverage (but not including flood or
earthquake coverage), vandalism and malicious mischief insurance, in an amount
equal to the full replacement cost thereof; and (ii) general liability
insurance with a combined single limit of not less than One Million Dollars
($1,000,000.00) for any bodily injury or property damage, with a
deductible that is consistent with Tenant’s insurance practices. Landlord may
procure and maintain general liability insurance. All property, casualty and
other policies of insurance referred to in this Lease shall include the other
party, as their interest may appear, as additional insureds, shall insure such
party against liability arising out of the other party’s negligence or, to the
extent typically covered by a standard policy of commercial general liability
insurance, the negligence of any other person, firm or corporation and contain
a contractual liability endorsement for liabilities assumed by the other party
under this Lease. All policies procured hereunder shall be on standard policy
forms issued by insurers of recognized responsibility, rated APlusXII or better
by Best’s Insurance Rating Service, qualified to do business in Texas. A
certificate of such insurance shall be delivered to the other party prior to
the Lease Commencement Date and thereafter not less than fifteen (15) days
after the expiration thereof and shall provide that such policy may not be
cancelled or modified except upon not less than thirty (30) days written notice
to the other. Any insurance required or permitted to be carried pursuant to
this paragraph may be carried under a policy or policies covering other
liabilities and locations of Landlord or Tenant; provided, however, that such


 


(INITIALED:  BF, MO)


 

















 


policy or policies shall apply to the property required to be insured
as set forth above and, with respect to Tenant, in an amount not less than the amount
of insurance required to be carried by Tenant.


 


d. Licenses. Tenant shall be liable
for, and shall pay throughout the Term, all license and excise fees and
occupation taxes covering the adult cabaret conducted on the Premises,
including but not limited to any specialized certificates of occupancy
required.


 


2.2                                   Failure of Tenant
to Provide Insurance. Should Tenant occupy the Leased Premises without
providing the required insurance coverage, Landlord, at its option, may obtain
the required insurance coverage and Tenant shall pay the premiums for same as
additional rent within five days of the receipt of notice of payment from
Landlord.


 


2.3                                    Failure to Pay
Taxes. Should Tenant fail or refuse to pay any real estate or personal
property taxes, waste disposal assessments, or other assessments for public or
municipal improvements, Landlord shall elect to pay same, after giving written
notice to Tenant of its intent to do so, and Tenant shall reimburse Landlord
for the payment as additional rent within five days of the receipt of notice of
payment from Landlord.


 


ARTICLE III


REPAIRS AND MAINTENANCE


 


3.1                                   Maintenance.


 


a. Tenant shall, at its own expense, keep in
good repair buildings and fixtures as found on the Leased Premises, including
without limitation the heating and air conditioning systems, plumbing, lighting
and electrical systems, partitions, exterior and interior doors, windows
(including plate glass), fixtures and the interior of walls, floors and
ceilings and comply with all governmental requirements as to the condition of
the Leased Premises.


 


b. Exterior maintenance of the Leased
Premises shall be provided by Tenant.


 


3.2                                   Liens. Tenant
will not create or permit to be created or remain, and will promptly discharge,
at its sole cost and expense, any lien, encumbrance or charge upon the Leased
Premises and Building thereon or any part thereof or upon Tenant’s leasehold
interest therein, which arises out of the use or occupancy of the Leased
Premises and Building thereon by Tenant or by reason of any labor and material
furnished or claimed to have been furnished to Tenant or by reason of any
construction, addition, or alteration, on any part of the Leased Premises by
Tenant. Landlord, at its sole option, may cause to be discharged any lien,
encumbrance or charge upon the Leased Premises, or any part Thereof or upon
Tenant’s leasehold interest therein. Tenant shall immediately pay to Landlord
on demand an amount equal to the cost of discharging such interest, plus all
fees and expenses reasonably incurred in connection therewith, including, but
not limited to reasonable attorney’s fees.


 


ARTICLE IV


OPTION


 


4.1                                   First
Right of Refusal. Landlord hereby grants to Tenant (VCG) a first right of
refusal to purchase the property during the term and any extensions of this
Lease Agreement.


 


(INITIALED:  BF, MO)


 

















 


4.2                                   Option
to Purchase. Landlord hereby grants the Tenant an option to purchase the
Leased Premises, at any time on or after the 10th year anniversary date of this
Lease Agreement, at fair market value but in no event less than Three Million
Dollars ($3,000,000.00) provided that Tenant is not in default under the terms
of the Lease and the Lease has not otherwise been terminated. In determining
fair market value, an appraiser shall be obtained and shall value the property
as an adult cabaret. In no event shall the fair market value be less than Three
Million Dollars ($3,000,000.00) at the time of the evaluation.


 


4.3                                   Right
of Reversion. Should Tenant or its assigns fail or refuse to exercise its
option to purchase as herein described, and the term of the Lease or any
extensions thereof end, then the title and ownership of the Improvements
(including the building), Fixtures and Personal Property related to 2151 Manana
Drive, Dallas, Texas and the Leased Premises shall revert back to the Landlord.
At the expiration of the Term, Tenant, if requested by Landlord, shall execute
any and all documents necessary to evidence that ownership and title to the
aforementioned Improvements (including the building), Fixtures and Personal
Property is in Landlord and to extinguish and remove any cloud or potential
cloud on the title to the Premises and/or the Improvements


 


ARTICLE V


LOSS OR
DESTRUCTION


 


5.1                                  Loss
or Destruction. Pursuant to a Stock Purchase Agreement dated October 26,
2007, having an Effective Date as defined in said Stock Purchase Agreement (“Purchase
Agreement”), VCG will purchase the building currently erected on the Leased
Premises. Should the building be destroyed or damaged by fire or other
disaster, Tenant shall have the option as follows:


 


a. rebuild the
building in a quality and manner at least as good as the quality and manner of
the building as of the Effective Date of the Purchase Agreement. The work of
repair or restoration, which shall be completed with due diligence, shall be
commenced within a reasonable time after the damage or loss occurs; or


 


b. pay the
insurance proceeds received for the destruction or loss of the building to
Landlord, unless Tenant shall exercise the options contained in Article IV
hereof.


 


Neither Monthly Rent nor any other rental
hereunder shall abate while the Improvements are being repaired or restored;
provided, however, in the event the Leased Premises cannot be used for the
operation of the business due to the extent of the loss or destruction there
shall be a 120 day abatement in Monthly Rent due under the :Lease and there
shall be a corresponding extension of the lease term not to exceed four (4)
months.


 


ARTICLE VI
EARLY TERMINATION


 


6.1                                   Right
to Terminate. Landlord hereby grants Tenant the limited right to early
termination of the Lease Agreement herein, at the option of Tenant, should the
Leased Premises lose the right to operate as an adult cabaret due to a change
in local, state, or federal law which prevent its ordinary use as an adult
cabaret. The early termination rights herein are solely provided and may only
be exercised in the event Tenant has lost the use of the Leased Premises and
Building and Improvements for the permitted use as an adult cabaret through a
change in local, state, or federal law which prevent its ordinary use as an
adult cabaret. Tenant has no other early termination right. It is expressly
understood by Landlord and Tenant that Tenant shall not be allowed early
termination for its loss of use of the Leased Premises as an adult cabaret as a
result of Tenant’s actions and inactions, during the


 


(INITIALED:  BF, MO)


 

















 


operation of the Business, which result in
the loss of the ability to use the Leased Premises as an adult cabaret.


 


ARTICLE VII


CONDEMNATION


 


7.1                                 Condemnation/Eminent
Domain.


 


a. Condemnation.
If the Leased Premises are taken by any

authorized entity by eminent domain or by private sale to a governmental
authority under the threat thereof, or if part of the Leased Premises is taken
so as to substantially interfere with the use thereof, then Tenant shall have
the option, to be exercised within sixty (60) days after the taking, to
terminate this Lease by notice to Landlord, which termination shall be deemed
to be effective as of the date the condemning authority takes title or
possession, whichever first occurs, and all rentals shall be paid up to that
date. In such an event all ownership and title to the Improvements (including
building), Fixtures and Personal Property revert back to Landlord.


 


b. Rights
in Awards. In the event Tenant does not exercise his right to terminate the
Lease, Landlord and Tenant will be entitled to share any condemnation award
according to their respective interests.


 


c. Apportionment of Partial Award. If
there occurs a Partial Taking and Tenant elects not to terminate the Lease,
Landlord and Tenant shall be entitled to receive and retain such separate
awards and portions of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings, or as may be otherwise agreed,
taking into consideration the fact that Landlord’s interest in the premises is
limited to the Land, as encumbered by this Lease, a reversionary interest in
the Improvements (including building), Fixtures and Personal Property upon the
expiration of the Term or termination of the Lease, and the right to receive
rent hereunder. If the Premises shall be restored as herein provided, Tenant
shall first be entitled to recover the costs and expenses incurred in such
restoration out of any such award. Thereafter, if the condemning authority does
not make separate awards and the parties are unable to agree as to amounts that
are to be allocated to the respective interests of Landlord and Tenant, then
each party shall select an independent M.A. I. real estate appraiser (an “Appraiser”).
Each appraiser shall separately determine the amount of the balance of the
condemnation award that is to be allocated to the interests of Landlord and
Tenant. If the percentage of the balance of the total award each Appraiser
allocates to Landlord (a) are within ten (10%) of each other, the two (2)
allocations shall be averaged and such average shall be the final allocation of
the award, or (b) are not within ten (10%) of each other, the two Appraisers
shall then select a third Appraiser who shall independently allocate the award
between Landlord and Tenant, and the middle of such three (3) allocations shall
be the final allocation of the award.


 


(INITIALED: BF, MO)


 

















 


ARTICLE
VIII ENVIRONMENTAL/HAZARDOUS

SUBSTANCES


 


8.1                                  Discharge.
“Discharge” shall mean the releasing, spilling, leaking, leaching, disposing,
pumping, pouring, emitting, emptying, dumping, presence, use, handling,
treatment, manufacture, transportation, generation, storage or sale of Hazardous
Substances at, in, on, under or emanating to or from the Premises, the Common
Areas or the Development, directly or through migration, or the threat thereof,
regardless of whether the result of an intentional or unintentional act or
omission.


 


8.2                                  Environmental
Documents. “Environmental Documents” shall mean all environmental documents
in the possession or under the control of the producing party concerning the
Premises, the Common Areas or the Development, and their environs, including
without limitation, all sampling plans, cleanup plans, preliminary assessment
plans and reports, site investigation plans and reports, remedial investigation
plans and reports, remedial actions plans and reports, or the equivalent,
sampling results, sampling result reports, data, diagrams, charts, maps,
analysis, conclusions, quality assurance/quality control documentation,
correspondence to or from any Governmental Authority, submissions to any
Governmental Authority and directives, orders, approvals and disapprovals
issued by any Governmental Authority.


 


8.3                                   Environmental Law
or Laws. “Environmental Law” or “Environmental Laws” shall mean each and
every applicable federal, state, regional, county or municipal environmental or
health safety statute ,ordinance, rule, regulation, order, code, directive or
requirement, relating to the environment, Hazardous Substances or health or
safety, including without limitation the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. §6901 et seq.; the Comprehensive Environmental
Response, Compensation and Liability Act, as amended 42 U.S.C. §9601 et seq.;
the Water Pollution and Control Act, 33 U.S.C. §1251 et seq.; the Toxic
Substances Control Act, 15 U.S.C. §2601 et seq., the Clean Water Act, 33 U.S.C.
§1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; and the Tank Laws
(as defined below), now or hereafter existing, together with all successor
statutes, ordinances, rules, regulations, orders directives, or requirements
now or hereafter existing.


 


8.4                                  Governmental
Authority. “Governmental Authority” shall mean the federal, state,
regional, county or municipal government, or any department, agency, bureau or
other similar type body obtaining authority therefrom or created pursuant to
any applicable statutes, ordinances, rules, regulations, orders, codes,
directives or requirements now or hereafter existing.


 


8.5                                   Hazardous
Substance or Hazardous Substances. “Hazardous Substance” or “Hazardous
Substances” shall mean any substance, material, waste, toxic substance, hazardous
substance, hazardous waste, solid waste, pollution, pollutant, irritant or
contaminant, including without limitation, petroleum, petroleum byproducts or
derivatives, asbestos, polychlorinated biphenyls, mold or other bacterial
matter, as defined, listed or referred to in any Environmental Law, together
with any amendments thereto, regulations promulgated thereunder and all
substitutions thereof. Hazardous Substances shall not include Hazardous
Substances used in the Tenant’s customary business operations provided same are
used in such quantities and handled in such manner as allowed/required under
applicable Environmental Laws.


 


8.6                                  Environmental
Notice. Environmental Notices” shall mean, in addition to its ordinary
meaning, any communications of any nature, whether in the form of
correspondence, memoranda, order, directives or otherwise.


 


(INITIALED: BF, MO)


 

















 


8.7                                  Remediate
or Remediation. “Remediate” or “Remediation” shall mean all actions to
investigate and clean up or respond to any known, suspected or threatened
Discharge of a Hazardous Substance, including without limitation; environmental
investigation, monitoring and sampling; installation, maintenance and removal
of monitoring wells; removal, treatment, neutralization or containment of any
Hazardous Substance; storage of excavated materials; and installation,
maintenance, storage and removal of machinery and equipment used in connection
with the Remediation, to the extent necessary to comply with the applicable
Environmental Laws.


 


8.8                                   Tank
Laws. “Tank Laws” shall mean all federal, state, regional, county, or
municipal environmental statutes, ordinances, rules or regulations relating to
the underground storage tanks, including, without limitation, the Federal
Underground Storage Law, subtitle 1 of the Resource Conservation and Recovery
Act, as amended, 42 U.S.C. § 6901 et seq. together with any amendments thereto,
regulations promulgated thereunder and all substitutions thereof, and any
successor legislation and regulations.


 


8.9                                  Underground
Storage Tanks. “Underground Storage Tanks” shall have the meaning ascribed
in such term under the Tank Laws, and shall also include unregulated
underground storage tanks used to store Hazardous Substances.


 


8.10                             General Environmental
Compliance Clauses


 


a. Presence and Use of Hazardous
Substances. Neither Tenant nor Tenant’s agents or contractors shall,
without Landlord’s prior written consent, keep any Hazardous Substances on or
about the Premises, the Common Areas or the Development, in violation of
Environmental Laws.


 


b. Tenant’s Compliance with Environmental
Laws. Tenant shall at Tenant’s own expense, comply with any applicable
transaction triggered Environmental Laws, but only in the event of a closing of
Tenant’s operations or transfer of Tenant’s operations or change in the
ownership of Tenant. If such compliance, becomes necessary due to any action or
omission of Landlord, or any third party other than Tenant, including, without
limitation, a trigger of a transaction triggered Environmental Law due to a change
in ownership of the Premises or the Development, or a change in ownership of
Landlord, then Landlord shall, at Landlord’s own expense, promptly comply with
such transaction triggered Environmental Law. Notwithstanding anything in the
contrary set forth in this Section, and regardless of whether such compliance
is triggered by Landlord or Tenant, Tenant, shall only be responsible to
investigate and Remediate Hazardous Substances at the Premises in the most cost
effective manner possible under the circumstances to comply with applicable
Environmental laws, and only to the extent that the Hazardous Substances were
Discharged by Tenant or Tenant’s employees, agents or contractors. In all other
respects, Landlord shall, at Landlord’s own expense, and without interfering
with the ongoing business operations of Tenant in a commercially unreasonable
manner, promptly comply with such transaction triggered Environmental Laws,
including without limitation taking all other action required by applicable
Environmental Laws with respect to any Discharge of Hazardous Substances.
Landlord hereby represents that to the best of his knowledge that as of the
date of execution of this Lease there exists no violation of Environmental Laws
as that term is defined herein, provided however, if such violation arises as a
result of any act prior to the date of the execution of this Lease, Landlord
shall be responsible for any and all costs associated with such violation or
remedy: provided further, nothing herein shall be construed to prevent Landlord
from seeking contribution and indemnity from prior (i) title holders; (ii)
tenants; (iii) any other generator as that term is used in the definition of
Environmental Laws; or (iv) any other polluter.


 


(INITIALED: BF, MO)


 

















 


c. Information to Tenant. At no
expense to Tenant, Landlord shall promptly provide all information reasonably
requested by Tenant or any applicable Governmental Authority with respect to
Tenant’s obligations under this Section, and shall promptly sign such
affidavits, submissions and other documents reasonably requested by Tenant or
any applicable Governmental Authority.


 


d. Notice
of Meetings. Tenant shall use commercially reasonable efforts to notify
Tenant in advance of all meetings scheduled by Landlord or Landlord’s agents or
contractors with any Governmental Authority with respect to the Premises, the
Common Area or the Development and shall have the right to attend and
participate in all such meetings.


 


ARTICLE IX


GENERAL PROVISIONS


 


9.1                                   Quiet
Enjoyment. Tenant shall, provided Tenant shall not be in default hereunder,
be permitted to peaceably and quietly hold and enjoy the Leased Premises during
the term hereof.


 


9.2                                   Access
to Premises. Landlord, its agents, servants, or employees may enter the
Premises at reasonable times with reasonable advance notice to Tenant (or an
authorized employee of Tenant at the Premises), and at any time, upon
reasonable notice to Tenant under the circumstances, in an emergency, to do the
following: inspect the Premises; comply with all laws, orders, ordinances and
requirements of any governmental unit or authority for which Landlord may be
responsible under this Lease, if any; show the Premises to prospective lenders
or purchasers and, during the ninety (90) days immediately prior to the
expiration of this Lease if Tenant declines to renew for an additional term in
accordance with the provisions of this Lease, to prospective tenants, but only
if all such showings are accompanied by a representative of Tenant if so
requested by Tenant; or post (on the Development, but not within or at the
entrance of the Premises) for sale or for lease signs; provided; however, that
all such entries shall be completed promptly in a good workmanlike manner so as
to cause the least practical interference to Tenant’s business and Tenant’s use
of the Premises. In all events, Landlord shall use commercially reasonable
efforts to minimize interference with the Premises and Tenant’s business
operations thereon. If Landlord’s entry materially and substantially interferes
with the conduct of Tenant’s business and/or cause damage to Tenant’s property
(and the entry is not needed because of Tenant’s default, negligence or willful
misconduct), then in such event the rent and any sums due and payable as
additional rents, shall abate in proportion to the extent of the interference
and Landlord shall be liable for any damage to Tenant’s property.


 


9.3                                   Mutual
Indemnification. Subject to the waiver of subrogation provision, Tenant
agrees to indemnify and hold Landlord harmless from any and all losses,
damages, liability, or expenses (including reasonable attorneys’ fees) incurred
by Landlord, arising from loss of life, personal injury and/or property damage,
caused by or resulting from, in whole or in part, any negligent act or omission
or intentional misconduct of Tenant or any officer, agent, contractor or
employee of Tenant in the Development, in connection with Tenant’s use of
occupancy of the Premises. Subject to the waiver of subrogation provision,
Landlord agrees to indemnify and hold Tenant harmless from any and all losses,
damages, liability, or expenses (including reasonably attorneys’ fees) incurred
by Tenant, arising from loss of life, personal injury and/or property damage,
caused by or resulting from, in whole or in part, any negligent act or omission
or intentional misconduct of Landlord or any officer, agent, contractor or
employee of Landlord, in connection with Landlord’s management and operation of
the Leased Premises.


 


9.4                                   Concurrent
Negligence. Notwithstanding the provisions of Mutual Indemnification above,
in the event of the concurrent negligence or intentional misconduct of Tenant,
its agents,


 


(INITIALED: BF, MO)


 

















 


employees, sublessees, or contractors on the one hand and that the
Landlord, its partners, directors, officers, agents, employees, or contractors
on the other hand, which concurrent negligence or intentional misconduct
results in injury or damage to persons or property and relates to the
construction, alteration, repair, addition to, subtraction from, improvement
to, or maintenance of the Leased Premises, a party’s (the “Indemnifying Party”)
obligation to indemnify the other shall be limited to the extent of the
Indemnifying Party’s negligence and/or intentional misconduct, and that of its
agents, employees, sublessees, or contractors, including the Indemnifying Party’s
proportionate share of reasonable costs, attorneys’ fees, and expenses incurred
in connection with any claim, action, or proceeding brought with respect to
such injury or damage.


 


9.5                                   Tenant’s Default.


 


a. Default. The occurrence of any one
or more of the following events shall constitute a default of this Lease by
Tenant (a “Tenant Default”): (a) the failure by Tenant to make any payment of
Monthly Rent, or any other payment required to be made by Tenant hereunder, as
and when due, where such failure shall continue for a period of fifteen (15)
days after Tenant’s receipt of written notice thereof by Landlord to Tenant;
provided that if Tenant fails to pay Monthly Rent or any other payment required
to be made by Tenant hereunder on time more than two (2) times in a twelve (12)
month period, a Tenant Default shall occur notwithstanding that such payments
have been made within the applicable cure period; (b) the failure by Tenant to observe
or perform any of the covenants, conditions, or provisions of this Lease to be
observed or performed by Tenant, other than as described in subsection (a)
above, where such failure shall continue for a period of thirty (30) days after
Tenant’s receipt of written notice thereof by Landlord provided that if such
cure reasonably requires more than thirty (30) days to complete, then Tenant
shall not be in default if Tenant shall promptly commence the cure of such
Tenant Default and diligently pursues such cure to completion; (c) the making
by Tenant of a general assignment or general arrangement for the benefit of
creditors; the filing of a voluntary bankruptcy petition by Tenant. If an
involuntary bankruptcy petition against Tenant has been filed and is not
contested, dismissed, or stayed within sixty (60) days of filing); or the
appointment of a trustee or receiver to take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease,
where such seizure is not contested, discharged, or stayed in thirty (30) days
after appointment of said trustee or receiver, provided however, if a final
order adjudicating the tenant as being bankrupt or appointing a trustee or
receiver shall have been entered pursuant to 11 U.S.C. §303 such order shall be
an event of default hereunder, or the filing of a petition for the appointment
of same by the Tenant, whichever shall first occur and (d) failure to maintain
the premises as an adult cabaret in continuous operation, subject to the
provisions of Article VI. Notwithstanding anything in this provision which may
be construed to the contrary, Tenant, in the event of an involuntary bankruptcy
petition against it, has the right to contest an order for relief prior to
entry of or defeating the entry of same.


 


b. Remedies in Default. On the
occurrence of the Tenant Default and after the applicable notice and cure
period, and subject to terms and conditions provided herein, Landlord may,
without limiting Landlord in the exercise of any other right or remedy that
Landlord may have by reason or such default, the remedies of Landlord hereunder
being cumulative and not exclusive of one another: (a) perform on Tenant’s
behalf, any unperformed covenant or obligation hereunder constituting such
Tenant Default (after giving Tenant written notice of Landlord’s intention to
do so except in the case of emergency), in which event Tenant shall reimburse
Landlord for all expenses reasonably incurred by Landlord in doing so, plus
interest at the Default Rate, which expenses and interest shall be additional
rent and shall be payable by Tenant immediately on demand therefore by
Landlord; and/or (b) terminate this Lease and collect liquidated damages from
Tenant in an amount equal to (i) the sum of all amounts due hereunder to the
date of termination; plus (ii) the aggregate rent remaining over the unexpired
portion of the Term, plus the reasonable cost to Landlord of any repairs


 


(INTIALED: BF, MO)


 

















 


required to comply with Tenant’s obligations, all reduced to present
value using a discount rate equal to the interest rate of a governmental
security having a mutual closest to the then current expiration of the Term;
less (iii) the aggregate fair net rental value of the Premises over the
remaining portion of the Term (provided, however, a reasonable period of time,
not to exceed twenty four (24) months, may be considered as a leasing period by
which the Premises would not be leased and therefore no income would be
realized for such period) reduced to present value at the above specified
discount rate; plus (iv) Landlord’s costs and expenses incurred in the
enforcement hereof including reasonable attorneys fees as herein provided, or
(c) maintain Tenant’s right to possession, in which case this Lease shall continue
in effect and Landlord shall be entitled to enforce all of Landlord’s right and
remedies under this Lease, include the right to recover the Rent and other
amounts payable hereunder as they become due hereunder.


 


9.6                                   Landlord
Disclaimer. Except as may be otherwise in this Lease expressly provided,
the Premises is being leased “AS IS,” with Tenant accepting all defects, if
any; and except as otherwise in the Lease expressly provided, Landlord makes no
warranty of any kind, express or implied, with respect to the Premises (without
limitation, Landlord makes no warranty as to the habitability, fitness or
suitability of the Premises for a particular purpose). This section is subject
to any contrary requirements under applicable law, however, in this regard
Tenant acknowledges that it has been or is being given the opportunity to
inspect the Premises and to have qualified experts inspect the Premises prior
to the execution of this Lease. Landlord is not in receipt of any notice from
any governmental authority regarding a negative environment issue with respect
to the Leased Premises and knows of no negative environment issue with respect
to the Leased Premises.


 


9.7                                  Brokerage
Commission. Landlord and Tenant warrant and represent that they have not
dealt with any real estate broker or salesman in connection with this Lease.
Landlord and Tenant further represent they have dealt with no other person that
would create any liability for the payment of a commission by the other party.
The party who breaches this warranty shall defend, hold harmless, and indemnify
the non-breaching party from any claims or liability arising form the breach.


 


9.8                                  Choice
of Law. This Lease shall be governed by the laws of the State of Texas.


 


9.9                                  Authority
to Execute. Tenant represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Tenant and constitutes
the valid, binding, and enforceable agreement of Tenant in accordance with the
terms hereof. Landlord represents and warrants that this Lease has been duly
authorized, executed and delivered by and on behalf of Landlord, and
constitutes the valid, binding and enforceable agreement of Landlord in
accordance with the terms hereof.


 


9.10                            No
Construction Against Drafting Party. Landlord and Tenant acknowledge that
each of them and their respective counsel have had an opportunity to review
this Lease and that this Lease shall not be construed for or against either
party merely because such party prepared or drafted this Lease or any particular
provision thereof.


 


9.11                            Number
of Execution Copies/Counterparts. This Lease may be executed in any number
of counterparts, each of which shall be an original, but all of which shall
constitute one instrument.


 


9.12                            Prior
Agreement. THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO
AND ANY AND ALL ORAL AND WRITTEN AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS,
WARRANTIES, PROMISES, AND STATEMENTS FO THE PARTIES HERETO AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, PARTNERS, AGENTS, AND BROKERS WITH RESPECT TO THE SUBJECT


 


(INITIALED: BF, MO)


 

















 


MATTER OF THE LEASE, AND ANY MATTER COVERED
OR MENTIONED IN THIS LEASE SHALL BE MERGED IN THIS LEASE AND NO SUCH PRIOR ORAL
OR WRITTEN AGREEMENT, UNDERSTANDING, REPRESENTATION, WARRANTY, PROMISE, OR
STATEMENT SHALL BE EFFECTIVE OR BINDING FOR ANY REASON OR PURPOSE UNLESS
SPECIFICALLY SET FORTH IN THIS LEASE. NO PROVISION OF THIS LEASE MAY BE AMENDED
OR ADDED TO EXCEPT BY AN AGREEMENT, IN WRITING, SIGNED BY THE PARTIES HERETO OR
THEIR RESPECTIVE SUCCESSORS IN INTEREST. THIS LEASE SHALL NOT BE EFFECTIVE OR
BINDING ON ANY PARTY UNTIL FULLY EXECUTED BY BOTH PARTIES HERETO.


 


9.13                            Acceptance.
The submission of this Lease to Tenant does not constitute an offer to lease.
This Lease shall become effective only upon the execution and delivery thereof
by both Landlord and Tenant.


 


9.14                            Consent.
Except where otherwise expressly provided for in this Lease any consent or
approval required under this Lease, pursuant to the terms of this Lease, may
not be unreasonably withheld, conditioned, or delayed.


 


9.15                             Attorneys’ Fees.
Should either party be required to engage an attorney to enforce this
Agreement, or the arbitration section as set forth below, the prevailing party
shall receive all reasonable cost of enforcement, including, but not limited to
reasonable attorney’s fee.


 


9.16


 


a. Notices. Any notice required or
permitted to be given to party under the provisions of this Lease shall be
deemed valid only if given in writing and (i) delivered personally or (ii) sent
via United States Certified Mail, Return Receipt Requested, with postage
prepaid or, (iii) sent via Federal Express or other similar nationally
recognized overnight courier to the recipient for next business day delivery
and addressed by the sender to the intended recipient:


 


If to VCG Corporation:


 


c/o Troy Lowry


390 Union Blvd., Suite 540


Lakewood, CO 80228


 


Copy to:


 


Michael Ocello


1401 Mississippi Ave., Suite 10


Sauget, IL 62201


 


Copy to:


Martin A. Grusin


The Law Offices of Martin A. Grusin P.C.


780
Ridge Lake Blvd., Suite 202


Memphis,
TN 38120


 


(INITIALED: BF, MO)


 

















 


If
to Landlord


 


Bryan
S. Foster


2171
Manana Drive


Dallas,
TX 75220


 


Copy
to:


Kevin
Richardson


6716
Valley View Lane


Sachse,
TX 75048


 


With
additional copy to:


Art
Selander, Esq.


Quilling,
Selander, Cummiskey & Lownds, P.C


2001
Bryan Tower, Ste. 1800


Dallas,
TX 75201


 


b. All references to days for Notice contained in
this Lease shall mean Business Days, provided however, this provision shall not
apply to Section 1.9.


 


9.17   Successors. This
Lease binds and inures to the benefit of the parties and their respective
heirs, legal representatives, successors and assigns.


 


9.18                            Recordation. Tenant and Landlord shall join in the
execution of a short form Memorandum of Lease for purposes of recordation.


 


9.19                             Estoppel Certificate.
Landlord and Tenant agree that from time to time upon not less than ten (10)
days prior request by Landlord, Tenant will deliver to Landlord a statement in
writing certifying that (a) this Lease is unmodified and in full force and effect
(or if there have been modifications, that this Lease is in full force and
effect as modified and identifying the modifications), (b) the dates to which
the rent and other charges have been paid, and (c) that so far as the person
making the certificate knows, Landlord is not in default under any provision of
this Lease and, if Landlord is in default specifying each such default of which
the person making the certificate may have knowledge, it being understood that
any such statement so delivered may be relied upon by Landlord, or any
successor or assignee or interest of Landlord, or any prospective purchaser,
mortgagee, or any assignee or any mortgage on the Leased Premises. Landlord
also expressly agrees that this Lease shall not be subordinate to any mortgage
that Landlord may grant on the Leased Premises subsequent to the date of
execution of this Lease, and that no estoppel certificate so requested shall
require such subordination and shall confirm that this Lease shall not be so
subordinated.


 


9.20                              Waiver of Covenants.
No waiver of any condition or covenant of this Lease shall be deemed to imply
or constitute a further waiver of the same or any other like condition or
covenant, and nothing therein contained shall be construed to be a waiver on
the part of Landlord of any right or remedy at law or otherwise, and all of
Landlord’s remedies herein provided for shall be deemed to be cumulative. A
modification or amendment of this Lease will be valid and effective only if it
is in writing signed by each of the parties.


 


9.21                             Headings.
The headings used in this Lease are inserted for convenience and are not to be
considered in the construction of the provisions of this Lease.


 


(INITIALED: BF, MO)


 

















 


9.22                             Covenants Run With
Land. All covenants and agreements contained in this Lease shall be
construed as covenants running with the land, and all rights and powers given
to and obligations imposed upon the respective parties shall be construed as
inuring to and binding upon the successors in interest and the permitted
assigns of the parties hereto, respectively.


 


9.23                             Time
of Essence. Time is of the essence with respect to the performance of the
parties’ obligations under this Lease.


 


9.24                             Condition Precedent.
This Lease is expressly contingent upon the execution of and payment of the
Purchase Price under that certain Stock Purchase Agreement dated October 26,
2007, to be effective on the Effective Date as defined in said Stock Purchase
Agreement by and among VCG Holding Company, a Colorado corporation and Manana Entertainment,
Inc., a Texas corporation, d/b/a Jaguar’s Gold Club Dallas, and Bryan S.
Foster. Absent execution of and payment of the Purchase Price under the
aforementioned Stock Purchase Agreement, this Lease is void ab initio, does not
bind the parties and does not create any right, claim or liability by or
between the parties hereto.


 


9.25                             Right
of Offset. Notwithstanding anything contained herein to the contrary, the
Tenant or his assigns or subtenants shall have the right of offset against any
sums due hereunder as a result of Bryan S. Foster (Landlord/Shareholder) or his
assigns default of all or any terms of this Lease or Stock Purchase Agreement
stated above in Section 9.24 to the extent of damages incurred. The right of
offset shall not be exercised until the arbitration procedures set forth in
Section 9.27 have been exhausted.


 


9.26                             Limitation
of Damages. No party shall be liable to any other party for any special or
punitive damages, whether at law or equity.


 


9.27                             Arbitration.
Each of the parties hereto agrees to submit to binding arbitration any and all
differences and disputes which may arise between them, their heirs, successors,
assigns, employees, officers, directors, affiliates, subsidiaries, or
Shareholders who are related to this Agreement. Prior to initiating
arbitration, the parties shall first meet face-to-face to effect a resolution
of the differences. Any differences which the parties are unable to resolve in
said face-to-face meeting shall be heard and finally settled at a mutually agreed
upon location by the parties, by binding arbitration in accordance with the
Commercial Rules of the American Arbitration Association. If the parties do not
agree upon a location, the arbitration proceeding shall be conducted in Dallas,
Texas. Any award entered in any such arbitration shall be final, binding, and
may be entered and enforced in any court of competent jurisdiction. The
arbitrator shall make such orders and conduct and schedule all proceedings in
connection with the arbitration so that final arbitration commences no less
than thirty (30) days and concludes no later than seventy-five (75) days after
a party files the initial notice of arbitration, and so that the final
arbitration award is made and delivered to the parties within ninety (90) days
after the filing of the initial notice of arbitration. The cost of such
arbitration shall be apportioned as determined by the arbitrator, in any manner
determined by him/her based upon the fault or lack thereof by the respective
parties. If the cost of such arbitration is not apportioned by the arbitrator,
then the cost shall be borne equally between the parties hereto. Nothing herein
contained shall be construed as preventing any party from instituting legal or
equitable action against any of the other parties for temporary or similar
provisional relief to the full extent permitted under the laws applicable to
this Agreement, or any such other written agreement between the parties or the
performance hereof or thereof or otherwise pending final settlement of any
dispute, difference or question by arbitration. Any such provisional relief may
be modified or amended in any way by the arbitrator at any time after his
appointment.


(INITIALED: BF, MO)


 

















 


 


	
   

  	
  /s/ BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
   

  	
  Initials

  	
   

  



 


IN WITNESS WHEREOF, the parties have executed or have caused this Lease
to be executed on October 26, 2007, to be effective as of the Effective Date as
defined in the Stock Purchase Agreement executed simultaneously by the parties
hereto.


 


	
   

  	
  LANDLORD: 
  BRYAN S. FOSTER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Forster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT: 
  VCG HOLDING COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
       /s/Micheal
  L. Ocello

  	
   

  
	
   

  	
  ITS:

  	
     President

  	
   

  
							



 
















 


MEMORANDUM OF DEED OF GROUND LEASE


AND KEY PROVISIONS SUMMARY


 


	
  Effective Date:

  	
   

  	
                 ,
  2007

  
	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  Bryan S. Foster

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  VCG Holding Company, a Colorado corporation

  
	
   

  	
   

  	
   

  
	
  Land and Leased Premises:

  	
   

  	
  2151 Manana Drive, Dallas, Texas, Dallas County, and more
  particularly described on Exhibit “A”

  
	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  Landlord:

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bryan S. Foster

  2171 Manana Drive  

  Dallas, Texas 75248

  	
   

  	
  VCG Corporation  

  c/o Troy Lowry  

  390 Union Blvd., Suite 540  

  Lakewood, CO 80228

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kevin Richardson  

  6716 Valley View Lane  

  Sachse, TX 75048  

  

  Art Selander, Esq.  

  Quilling, Selander, 

  Cummiskey & Lownds, 

  P.C.  

  2001 Bryan Street, Suite 

  1800  

  Dallas, TX 75201

  	
   

  	
  VCG Holding Corp.  

  c/o Michael Ocello  

  1401 Mississippi Ave., Suite 10  

  Sauget, IL 62201  

  

  Martin A. Grusin  

  The Law Offices of Martin A. 

  Grusin, P.C.  

  780 Ridge Lake Blvd., Suite 202  

  Memphis, TN 38120

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Commencement Date:

  	
   

  	
                         ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent Commencement Date:

  	
   

  	
                         ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date (Initial Term):

  	
   

  	
                         31,
  2012

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

  	
  Initial Term – five (5) years (Section 1.1)  

  Renewal Terms - four (4) terms of five (5) years each (Section 1.2)

  
	
   

  	
   

  	
   

  
	
  Initial Monthly Rent:

  	
   

  	
  $25,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Term Monthly Rent:

  	
   

  	
  (if renewed) $27,500.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Term Monthly Rent:

  	
   

  	
  (if renewed) $30,250.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Term Monthly Rent:

  	
   

  	
  (if renewed) $33,275.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5th Term Monthly Rent:

  	
   

  	
  (if renewed) $36,602.50

  	
   

  	
  (INITIALED: BF, MO)

  



 

















 


	
  Permitted Uses:

  	
   

  	
  Solely for the operation of an adult entertainment facility or adult
  cabaret or for such other lawful purpose as Tenant may elect, so long as
  Tenant maintains a Specialized Certificate of Occupancy or the equivalent to
  operate as an adult cabaret (Section 1.4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Broker

  	
   

  	
  None

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
  Exhibit “A” - Legal Description

  	
   

  	
   

  



 


If there are any inconsistencies between this Memorandum of Deed of
Ground Lease and Key Provisions Summary and the other provisions of the Deed of
Ground Lease, then the Deed of Ground Lease shall control.


 


(INITIALED:
BF, MO)


 

















 


	
   

  	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
  BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
				



 


This instrument was acknowledged before me this 29th day of October,
2007, by BRYAN S. FOSTER.


 


 


	
   

  	
  /s/ Linda Miller

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VCG CORPORATION

  
					



 


(NOTARY STAMP: LINDA MILLER, NOTARY PUBLIC, STATE OF TEXAS, MY
COMMISSION EXPIRES OCTOBER 16, 2009)


 


 


	
   

  	
  By:

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
   

  	
  Michael Ocello, President

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
	
   

  	
   

  
					



 


This instrument was acknowledged before me this 26th day of
October, 2007, by Michael Ocello, President of VCG CORPORATION on behalf of and
as the act and deed of said corporation.


 


 


	
   

  	
  /s/ Christine M. Price

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
				



 


(NOTARY STAMP: CHRISTINE PRICE, NOTARY PUBLIC, STATE OF TEXAS, MY
COMMISSION EXPIRES MARCH 20, 2010)


 

















 


SCHEDULE 5.10


EXCEPTIONS TO MATERIAL CONTRACTS


 


	
  SEE ATTACHMENTS.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  
					



 

















 


Charles
Baum


 


	
  From:

  	
   

  	
  Kevin R. Richardson [Richierich@jaguarsgold.net]

  
	
  Sent:

  	
   

  	
  Thursday, October 25, 2007 9:30 AM

  
	
  To:

  	
   

  	
  Charles Baum

  
	
  Subject:

  	
   

  	
  FW: Dallas Contracts

  



 


---- Original Message
----


From: RWR03
[mailto:rob@jaguarsgold.net]


Sent: Tuesday, October
23, 2007 8:56 PM


To: Rich Jaguars


Subject: Dallas Contracts


 


Rich,


 


Here is a list of
contracts the Dallas Club is currently responsible for.


 


	
  1.

  	
   

  	
  Dallas Observer –

  	
   

  	
   

  	
  expires Dec 27, 2007

  Min. 1/4 page ad per week

  1/2 page ads have been placed

  for November

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Impact Outdoor –

  	
   

  	
   

  	
  I-30/FERGUSON Billboard
  

  Expires JUNE 1, 2008

  $2,400/month 

  FIRST AND LAST MONTHS RENT 

  ALREADY PAID.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Ralston Outdoor–

  	
   

  	
   

  	
  11640 STEMMONS -
  $750/MONTH

  10512 HARRY HINES $1,000

  Both boards have a six month

  contract which expired

  June 1, 2007. We have just

  continued the boards without

  a contract.

  30 days written notice to

  terminate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  JGC Media–

  	
   

  	
  Jaguarsgold.net
  $100/month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Wild On Dallas–

  	
   

  	
  no contract -
  $350/month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Yellow Cab

  	
   

  	
  contract expires Dec
  1st 

  $4,375 per month

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  KLLI Radio

  	
   

  	
  $2,500/month

  no contract

  



 


Please let me know if I
can do anything else to assist.


 


Rob


 


1

















 


	
  VENDOR

  	
   

  	
  SERVICE

  	
   

  	
  FREQUENCY

  	
   

  	
  PAID

  	
   

  	
  AMOUNT

  	
   

  	
   

  	
   

  	
  PHONE

  
	
  ABC Pest Control

  	
   

  	
  Insect Control

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  95.04

  	
   

  	
   

  	
   

  	
  (469) 549-7300

  
	
  Admiral Linen

  	
   

  	
  Towels & Tablecloths

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  329393900

  	
   

  	
  (817) 429-8350

  
	
  Advanced Beverages

  	
   

  	
  Juices - Post Mix

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 488-9339

  
	
  ASCAP

  	
   

  	
  Music License - CONTRACT
  - Due Jan 1, 2008

  	
   

  	
  Annual

  	
   

  	
  Annual Charge

  	
   

  	
  $

  	
  1,376.00

  	
   

  	
  500606014

  	
   

  	
  (800) 505-4052

  
	
  AT&T

  	
   

  	
  Phone Service -1 yr.
  CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (800) 559-7928

  
	
  Atmos Energy

  	
   

  	
  Natural Gas Service

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  002186869

  	
   

  	
  (888) 286-6700

  
	
  Bar Mart Supply

  	
   

  	
  Bar Supplies Toiletries
  & Janitorial

  	
   

  	
  As Needed

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
   

  	
   

  	
  1201450

  	
   

  	
  (817) 589-2518

  
	
  Better Business Systems

  	
   

  	
  Cash Register Repair
  (Warranty Good Til 02/08)

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 557-0700

  
	
  Casa dos Charutos

  	
   

  	
  Cigar Vendor

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (214) 912-7862

  
	
  City Of Dallas Water

  	
   

  	
  Water Service - 2 Meters

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  241-1354315-003

  	
   

  	
  (817) 392-4477

  
	
  Covad

  	
   

  	
  Internet Service
  CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dallas Observer

  	
   

  	
  Newsprint - CONTRACT 1/4
  Page Per Week Til 12/27/07

  	
   

  	
  Monthly Contract til

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1100.00/wk

  	
   

  	
  118073

  	
   

  	
  (214) 869-4653

  
	
  Digiview

  	
   

  	
  Security Cameras

  	
   

  	
  Service As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (469) 233-0148

  
	
  Direct TV

  	
   

  	
  Satelite - Sports Pkg.
  Paid Til 6-30-08 $185.50 Per Mo.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  55.24

  	
   

  	
   

  	
   

  	
  (888) 388-4249

  
	
  Discount Cigarettes

  	
   

  	
  Cigarettes for Vending

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 276-8944

  
	
  Dust Doctor

  	
   

  	
  Janitorial Service

  	
   

  	
  Daily Service

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
  $

  	
  1900.00 BiW

  	
   

  	
   

  	
   

  	
  (214) 457-0045

  
	
  Farmers Insurance

  	
   

  	
  Van Insurance - Paid
  through 12/07

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay - 6 Months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (817) 282-8875

  
	
  Fire Safety Solutions

  	
   

  	
  Fire Alarm System
  Service & Monitor Paid Til 12-31-07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  42.50

  	
   

  	
   

  	
   

  	
  (214) 217-3774

  
	
  First Class Audio

  	
   

  	
  Light & Sound Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 682-5443

  
	
  Front Line Security

  	
   

  	
  Security Guard

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 243-0420

  
	
  Green Guard

  	
   

  	
  First Aid Cabinet

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  02-JGCL

  	
   

  	
  (214) 344-1100

  
	
  Impact Outdoor

  	
   

  	
  Billboard - CONTRACT til
  06/1/08 LAST MO. PD.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  2,400.00

  	
   

  	
  2268

  	
   

  	
  (214) 373-0200

  
	
  KLLI Radio

  	
   

  	
  Radio Advertisment

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1250.00/wk

  	
   

  	
  51908

  	
   

  	
  (214) 630-3011

  
	
  Pepsi

  	
   

  	
  Post Mix - CONTRACT til
  5/14/12

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
  7146787

  	
   

  	
  (214) 241-4040

  
	
  Ralston

  	
   

  	
  Billboard - NO CONTRACT
  - Month to Month

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Reliant Metro

  	
   

  	
  CO2 Tank Rental - Paid
  Til 12-31-07

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  38.50

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Rone’ Security

  	
   

  	
  Security Alarm - Paid
  til 11/30/07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  27.01

  	
   

  	
  452

  	
   

  	
  (972) 291-7977

  
	
  Strategic Energy

  	
   

  	
  Electrical Service
  CONTRACT - August 09

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  4,200.00

  	
   

  	
   

  	
   

  	
  (888) 925-9115

  
	
  Thermal Cool

  	
   

  	
  Ice Machine Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 772-7455

  
	
  Waste Management

  	
   

  	
  Trash Pick-up

  	
   

  	
  Daily Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  325.00

  	
   

  	
   

  	
   

  	
  (800) 772-8653

  



 

















 


	
  VENDOR

  	
   

  	
  SERVICE

  	
   

  	
  FREQUENCY

  	
   

  	
  PAID

  	
   

  	
  AMOUNT

  	
   

  	
   

  	
   

  	
  PHONE

  
	
  ABC Pest Control

  	
   

  	
  Insect Control

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  95.04

  	
   

  	
   

  	
   

  	
  (469) 549-7300

  
	
  Admiral Linen

  	
   

  	
  Towels & Tablecloths

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  329393900

  	
   

  	
  (817) 429-8350

  
	
  Advanced Beverages

  	
   

  	
  Juices - Post Mix

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 488-9339

  
	
  ASCAP

  	
   

  	
  Music License - CONTRACT - Due Jan 1, 2008

  	
   

  	
  Annual

  	
   

  	
  Annual Charge

  	
   

  	
  $

  	
  1,376.00

  	
   

  	
  500606014

  	
   

  	
  (800) 505-4052

  
	
  AT&T

  	
   

  	
  Phone Service - 1 yr. CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (800) 559-7928

  
	
  Atmos Energy

  	
   

  	
  Natural Gas Service

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  002186869

  	
   

  	
  (888) 286-6700

  
	
  Bar Mart Supply

  	
   

  	
  Bar Supplies Toiletries & Janitorial

  	
   

  	
  As Needed

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
   

  	
   

  	
  1201450

  	
   

  	
  (817) 589-2518

  
	
  Better Business Systems

  	
   

  	
  Cash Register Repair (Warranty Good Til 02/08)

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 557-0700

  
	
  Casa dos Charutos

  	
   

  	
  Cigar Vendor

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (214) 912-7862

  
	
  City Of Dallas Water

  	
   

  	
  Water Service - 2 Meters

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  241-1354315-003

  	
   

  	
  (817) 392-4477

  
	
  Covad

  	
   

  	
  Internet Service CONTRACT Til October 31, 2008

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dallas Observer

  	
   

  	
  Newsprint - CONTRACT 1/4 Page Per Week Til 12/27/07

  	
   

  	
  Monthly Contract til

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1100.00/wk

  	
   

  	
  118073

  	
   

  	
  (214) 869-4653

  
	
  Digiview

  	
   

  	
  Security Cameras

  	
   

  	
  Service As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (469) 233-0148

  
	
  Direct TV

  	
   

  	
  Satelite - Sports Pkg. Paid Til 6-30-08 $185.50 Per
  Mo.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  55.24

  	
   

  	
   

  	
   

  	
  (888) 388-4249

  
	
  Discount Cigarettes

  	
   

  	
  Cigarettes for Vending

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 276-8944

  
	
  Dust Doctor

  	
   

  	
  Janitorial Service

  	
   

  	
  Daily Service

  	
   

  	
  Bi-Monthly Charge

  	
   

  	
  $

  	
  1900.00 BiW

  	
   

  	
   

  	
   

  	
  (214) 457-0045

  
	
  Farmers Insurance

  	
   

  	
  Van Insurance - Paid through 12/07

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay - 6 Months

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (817) 282-8875

  
	
  Fire Safety Solutions

  	
   

  	
  Fire Alarm System Service & Monitor Paid Til
  12-31-07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  42.50

  	
   

  	
   

  	
   

  	
  (214) 217-3774

  
	
  First Class Audio

  	
   

  	
  Light & Sound Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 682-5443

  
	
  Front Line Security

  	
   

  	
  Security Guard

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 243-0420

  
	
  Green Guard

  	
   

  	
  First Aid Cabinet

  	
   

  	
  As Needed

  	
   

  	
  Monthly Charge

  	
   

  	
   

  	
   

  	
  02-JGCL

  	
   

  	
  (214) 344-1100

  
	
  Impact Outdoor

  	
   

  	
  Billboard - CONTRACT til 06/1/08 LAST MO. PD.

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  2,400.00

  	
   

  	
  2268

  	
   

  	
  (214) 373-0200

  
	
  KLLI Radio

  	
   

  	
  Radio Advertisment

  	
   

  	
  Monthly Service

  	
   

  	
  Pre Pay Monthly

  	
   

  	
  $

  	
  1250.00/wk

  	
   

  	
  51908

  	
   

  	
  (214) 630-3011

  
	
  Pepsi

  	
   

  	
  Post Mix - CONTRACT til 5/14/12

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
  7146787

  	
   

  	
  (214) 241-4040

  
	
  Ralston

  	
   

  	
  Billboard - NO CONTRACT - Month to Month

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  1,750.00

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Reliant Metro

  	
   

  	
  CO2 Tank Rental - Paid Til 12-31-07

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  38.50

  	
   

  	
   

  	
   

  	
  (915) 362-9206

  
	
  Rone’ Security

  	
   

  	
  Security Alarm - Paid til 11/30/07

  	
   

  	
  Quarterly

  	
   

  	
  Pre Pay Quarterly

  	
   

  	
  $

  	
  27.01

  	
   

  	
  452

  	
   

  	
  (972) 291-7977

  
	
  Strategic Energy

  	
   

  	
  Electrical Service CONTRACT - August 09

  	
   

  	
  Monthly Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  4,200.00

  	
   

  	
   

  	
   

  	
  (888) 925-9115

  
	
  Thermal Cool

  	
   

  	
  Ice Machine Repair

  	
   

  	
  As Needed

  	
   

  	
  COD

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (972) 772-7455

  
	
  Waste Management

  	
   

  	
  Trash Pick-up

  	
   

  	
  Daily Service

  	
   

  	
  Monthly Charge

  	
   

  	
  $

  	
  325.00

  	
   

  	
   

  	
   

  	
  (800) 772-8653

  



 

















 


SCHEDULE 5.11


EXCEPTIONS TO PERSONAL PROPERTY


 


CASH IN EXCESS OF $12,000.00


 


ALL CREDIT CARD CREDITS AND ATM FEES PRIOR TO THE EFFECTIVE DATE


 


ONE VAN


 


TWO ATM MACHINES


 


 


	
   

  	
   

  	
  /s/ BF

  	
   

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  
								



 

















 


SCHEDULE 5.12


EXCEPTIONS TO ENVIRONMENTAL AND SAFETY
MATTERS


 


NONE


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  



 

















 


SCHEDULE 5.13


EXCEPTIONS TO EMPLOYEE RELATIONS


 


1.             NONE


 


2.             Shareholder
hereby agrees that Exhibit A collectively hereby contains the following which
Shareholder represents as being the records and/or documents used by the
Business as same relates to its independent contractors and employees, hereby
agrees to supply to the Purchaser a list of all employees.


 


a.             pay
plans


 


b.             bonus
plans


 


c.             sample
Independent Contractor forms


 


d.             normal
and customary employee forms


 


 


	
   

  	
   

  	
  /s/ BF

  	
   

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  
								



 

















 


We have omitted information regarding payroll
for employees and independent contractor rates because we deem such information
not to be material. This exhibit included a schedule of the employee name,
rate, and employee number. Further it included a list of all entertainers who
are independent contractors.


 

















 


SCHEDULE 5.15


EXCEPTIONS TO ABSENCE OF CHANGES


 


NONE


 


 


	
   

  	
  /s/ BF

  	
   

  	
  /s/ MO

  	
   

  
	
   

  	
  Initials

  	
  Initials

  	
   

  



 

















 


SCHEDULE 8.6(a)


COVENANT NOT TO COMPETE (SHAREHOLDER) (PRIOR
OWNER)


 


COVENANT NOT TO COMPETE


 


THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective
as of the Effective Date, as defined in the Stock Purchase Agreement entered
into by and between VCG Holding Company, a Colorado corporation, and Manana
Entertainment, Inc. d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster on
October 26, 2006 (the “Effective Date”), between Bryan S. (Niko) Foster, a
resident of the State of Texas (“Prior Owner”), and VCG Holding Company, a
Colorado corporation (“Employer”).


 


W I T N E S S
E T H:


 


WHEREAS, all of the shares of common stock of Manana Entertainment,
Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas (“Dallas”) are to be
acquired by Employer pursuant to a certain Stock Purchase Agreement (the “Purchase
Agreement”); and


 


WHEREAS, Dallas thereafter will become wholly owned by Employer and
will continue to conduct its respective business in the same manner as such
business has been conducted by Dallas prior to the acquisition; and


 


WHEREAS, Prior Owner has been an owner of Dallas and has intimate
knowledge of its business practices, which, if exploited by Prior Owner in
contravention of this Agreement, would seriously, adversely and irreparably
affect the interests of Employer and Dallas and the ability of Dallas to
continue the business previously conducted by it; and


 


WHEREAS, to induce Employer to enter into the Purchase Agreement, make
such cash payment to Prior Owner and consummate the other transactions
contemplated by the Purchase Agreement, Prior Owner has agreed to execute and
deliver this Agreement.


 


NOW, THEREFORE, in consideration of the transactions contemplated by
the Purchase Agreement, the consideration paid and to be paid to Prior Owner
under the Purchase Agreement, the above premises, the mutual promises and
covenants of the parties hereto set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Prior Owner and Employer, intending to be legally bound, agree as follows:


 


1.             Definitions.  As used herein, the following terms shall
have the following meanings unless the context otherwise requires:


 


(INITIALED: BF,
MO)


 


a.             “Area” shall mean a radius of fifty (50)
miles of Dallas, excluding Jaguar’s Gold Club Fort Worth No. 2.


 


b.             “Business” shall mean the operations of
Dallas as conducted as of the Effective Date.


 

















 


c.             “Competing
Business” shall mean any business organization of whatever form engaged, either
Directly or Indirectly, in any adult entertainment or any business or
enterprise which is the same as, or substantially the same as, Dallas.


 


d.             “Directly
or Indirectly” shall mean (i) acting as an agent, representative, officer,
director, or independent contractor of a Competing Business; (ii) participating
in any such Competing Business as an owner, partner, limited partner, joint
venturer, creditor or shareholder (except as a shareholder holding less than five
percent (5%) interest in a corporation whose shares are actively traded on a
regional or national securities exchange or in the over-the-counter market);
and (iii) communicating to any such Competing Business the names or addresses
or any other information concerning any past, present, or identified
prospective client or customer of Dallas or an entity having title to the
goodwill of Dallas.


 


e.             “Restricted
Period” shall mean the period commencing with the Effective Date and ending on
the fifth (5th) anniversary thereof.


 


f.              
“Confidential Information” shall include any and all information related to the
purpose and business of Dallas which is proprietary and not general public
knowledge, specifically including (but without limiting the generality of the
foregoing) any financial statements, appraisals, analysis data, cost analyses
or strategies, clients, customer lists, suppliers, the sales price of Dallas
paid by Employer, or any other matters regarding Dallas.  Information that is orally disclosed will be
considered “Confidential Information” if Employer indicates to Prior Owner at
the time of disclosure the confidential or proprietary nature of the
information and provides a written summary of such information to Prior Owner
within ten (10) days after the initial oral disclosure thereof.  Any technical or business information of a
third-person furnished or disclosed shall be deemed “Confidential Information”
of Dallas unless otherwise specifically indicated in writing to the contrary.


 


2.             Agreement
Not to Compete. Unless otherwise consented to in writing by Employer, Prior
Owner agrees that during the Restricted Period, he will not, within the Area,
either Directly or Indirectly, on his own behalf or in the service or on behalf
of others, engage in any Competing Business or provide managerial, supervisory,
administrative, financial or consulting services or assistance to, or own a
beneficial interest (except as a shareholder holding less than five percent
(5%) interest in a corporation whose shares are actively traded on a regional
or national securities exchange or in the over-the-counter market) in any
Competing Business.


 


(INITIALED:
BF, MO)


 


3.             Agreement
Not to Solicit Employees. Prior Owner agrees that during the period
commencing with the Effective Date and ending on the fifth (5th) anniversary
thereof, he will not. without the prior written consent of Employer, either
Directly or Indirectly, on his own behalf or via sendee or on behalf of others,
solicit, divert, or hire away, or attempt to solicit, divert, or hire away from
the employment of Dallas or any of its subsidiaries, any Person employed by
Dallas or any of its subsidiaries, whether or not \such employee is a full-time
employee or temporary employee, whether or not such employment is pursuant to a
written agreement, whether or not such employment is for a determined period or
is at will, and whether or not such employee has voluntarily terminated their
employment.  Further, Prior Owner agrees
that he will not, without the prior written consent of Employer, either
directly or indirectly, on his own behalf or in the service or on behalf of
others, hire or attempt to hire any entertainers who have performed at Dallas
during the preceding six (6) months prior to the Effective Date 


 

















 


until the end of the period commencing with the Effective Date and
ending on the fifth (5th) anniversary thereof.


 


4.             Confidentiality.  Prior Owner agrees to hold all Confidential
Information of Dallas in confidence for so long as Dallas treats such
information as confidential or proprietary, unless otherwise agreed to in
writing by the Employer.  During such
period Prior Owner will use such information solely for the purpose set forth
in this Agreement unless otherwise agreed to in writing by Employer.  Prior Owner agrees not to copy such
Confidential Information of Dallas unless otherwise agreed to in writing by the
Employer.  Prior Owner agrees that he shall not make disclosure of
any such Confidential Information to anyone (including subcontractors) except
accounting, business, financial and legal advisors of the Employer to whom
disclosure is necessary for the purposes set forth above.  Prior Owner shall appropriately notify such
advisors that the disclosure is made in confidence and shall be kept in
confidence in accordance with this Agreement. 
The obligations set forth in this Agreement shall be satisfied by Prior
Owner through the exercise of the same degree of care used to restrict
disclosure and use of its own Confidential Information.


 


5.             Remedies.


 


a.             Prior
Owner acknowledges and agrees that, by virtue of his relationship with Dallas,
great loss and irreparable damage would be suffered by Employer, including,
without limitation, damage to the goodwill and proprietary interests of
Employer, if Prior Owner should breach or violate any of the terms or
provisions of the covenants and agreements set forth in Sections 2, 3 and/or 4
hereof.  Prior Owner further acknowledges
that Prior Owner has examined in detail such restrictive covenants and
agreements and agrees that the restraints imposed thereby on Prior Owner are
reasonable in the sense that they are no greater than are necessary to protect
the goodwill of Dallas invested in by Employer pursuant to the Purchase
Agreement and to protect Employer in its legitimate business interests, and the
restrictive covenants and agreements are reasonable in the sense that they are
not unduly harsh or oppressive.


 


(INITIALED:
BF, MO)


 


b.             The
parties acknowledge and agree that any breach of Sections 2, 3 and/or 4 of this
Agreement by Prior Owner would result in irreparable injury to Employer, and
therefore Prior Owner agrees and consents that Employer shall be entitled to a
temporary restraining order and a permanent injunction to prevent a breach or
contemplated breach of any of the covenants or agreements of Prior Owner
contained herein.


 


c.             In
addition, Employer shall be entitled, upon any breach of Sections 2, 3 and/or 4
of this Agreement by Prior Owner, to demand an accounting and repayment of all
profits and other monetary compensation realized by Prior Owner, directly or
through any Competing Business controlled by Prior Owner, as a result of any
such breach.


 


d.             The
rights of Employer under this Section 5 shall not be in limitation or in lieu
of any and all other remedies that may be available to Employer under the
Purchase Agreement or any other agreement, document or instrument provided for
therein, or other remedies otherwise available at law or in equity. The
existence of any claim, demand, action or cause of action against Prior Owner
whether predicated upon this Agreement or otherwise, shall 


 

















 


not constitute a defense to the enforcement by Employer of any then
valid covenants or agreements herein.


 


6.             Severability.  Prior Owner agrees that the covenants and
agreements contained in Sections 2, 3, 4 and 5 of this Agreement are of the
essence of this Agreement; that each such covenant was agreed to by Employer
and Prior Owner as part of the transactions contemplated by the Purchase
Agreement; that Prior Owner has received good, adequate and valuable
consideration for each of such covenants; that each of such covenants is
reasonable and necessary to protect and preserve the interests and properties
of Employer; that Dallas and its subsidiaries are engaged in the Business through
the Area: that irreparable loss and damage will be suffered by Employer should
Prior Owner breach any of such covenants and agreements; that each of such
covenants and agreements is separate, distinct and severable not only from the
other of such covenants and agreements but also from other and remaining
provisions of this Agreement; and, that the invalidity or unenforceability of
any such covenant or agreement shall not affect the validity or enforceability
of any other such covenants or agreements or any other provision or provisions
of this Agreement unless expressly stated herein. Further, if any provision of
this Agreement is ruled invalid or unenforceable by a court of competent
jurisdiction because of a conflict between such provision and any applicable
law or public policy, such provision shall be redrawn by such court to the
extent required to make such provision consistent with, and valid and
enforceable under, such law or public policy, and as redrawn may be enforced
against Prior Owner.


 


7.             Tolling.  In the event that Prior Owner should breach
any or all of the covenants set forth in Sections 2, 3 and/or 4 hereof, the
running of the period of the restrictions set forth in such section or sections
breached shall be tolled during the continuation(s) of any breach or breaches
by Prior Owner, and the running of the period


 


(INITIALED:
BF, MO)


 


of such restrictions shall commence or commence again only upon
compliance by Prior Owner with the terms of the applicable section or sections
breached.


 


8.             Consideration.  In consideration for Prior Owner’s compliance
with his obligations under this Agreement, and as part of the transactions
contemplated by the Purchase Agreement, Prior Owner shall receive from Employer
the sum of Five Thousand ($5,000.00) Dollars in cash on the Effective Date, and
such other consideration provided for in the Purchase Agreement. Further, Prior
Owner acknowledges and agrees that the terms of this Agreement contained herein
are


 


reasonable in light of the good, adequate and valuable consideration
which Prior Owner shall receive pursuant to the Purchase Agreement.


 


9.             Waiver.
The waiver by either party of any breach of this Agreement by the other party
shall not be effective unless in writing, and no such waiver shall operate or
be construed as the waiver of the same or another breach on a subsequent
occasion.


 


10.           Governing
Law.  This Agreement and the rights
of the parties hereunder shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to the conflicts of laws
provisions thereof.


 

















 


11.           Amendment.  No amendment or modification of this
Agreement shall be valid or binding upon Employer or Prior Owner unless made in
writing and signed by the parties hereto.


 


12.           Captions
and Section Headings.  Captions and
section headings used herein are for convenience only and are not a part of
this Agreement and shall not be used in construing it.


 


13.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have duly
been given if delivered or if mailed, by United States certified or registered
mail, prepaid to the party to which the same is directed at the following
addresses (or at such other addresses as shall be given in writing by the
parties to one another):


 


a.             If
to Prior Owner:


 


	
   

  	
  Bryan S. (Niko) Foster

  
	
   

  	
  2171 Manana Drive

  
	
   

  	
  Dallas, TX 75202

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
   

  
	
   

  	
  Arthur F. Selander

  
	
   

  	
  Attorney at Law

  
	
   

  	
  2001 Bryan Tower, Ste. 1800

  
	
   

  	
  Dallas, TX 75201

  



 


(INITIALED:  BF, MO)


 


b.             If
to Employer:


 


	
   

  	
  VCG Holding Company

  
	
   

  	
  Attn: Mike Ocello

  
	
   

  	
  390 Union Blvd., Suite 540

  
	
   

  	
  Lakewood, CO 80228

  
	
   

  	
   

  
	
  with a copy to:

  	
  Martin A. Grusin

  
	
   

  	
  780 Ridge Lake Boulevard

  
	
   

  	
  Suite 202

  
	
   

  	
  Memphis, TN 38120

  
	
   

  	
  Facsimile: (901) 682-3590

  



 


Notices delivered in person shall be effective on the date of
delivery.  Notices delivered by mail as
aforesaid shall be effective upon the third calendar day subsequent to the
postmark date thereof.


 


14.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed original, but all of which together
shall constitute one and the same instrument.


 

















 


15.           Entire
Agreement.  This Agreement
constitutes the entire understanding and agreement of the parties with respect
to its subject matter and any and all prior agreements, understandings or
representations with respect to the subject matter hereof are terminated and
canceled in their entirety and are of no further force or effect, but
specifically excluding the Purchase Agreement and the agreements, documents and
instruments provided for therein.


 


IN WITNESS WHEREOF, Prior Owner and Employer have each executed and
delivered this Agreement as of the date first written above.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. (Niko) Foster, Prior Owner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VCG HOLDING COMPANY,

  
	
   

  	
  A Colorado corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
							



 


 


SCHEDULE 8.6(b)


COVENANT NOT TO COMPETE (RICHARD RICHARDSON)


 


COVENANT NOT TO COMPETE


 


THIS COVENANT NOT TO COMPETE (this “Agreement”) is made and effective
as of the Effective Date, as defined in the Stock Purchase Agreement entered
into by and between VCG Holding Company, a Colorado corporation, and Manana
Entertainment, Inc. d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster on
October 26, 2006 (the “Effective Date”), between Richard Richardson, a resident
of the State of Texas (“Prior Employee”), and VCG Holding Company, a Colorado
corporation (“Employer”).


 


W I T N E S S
E T H:


 


WHEREAS, all of the shares of common stock of Manana Entertainment,
Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas (“Dallas”) are to be
acquired by Employer pursuant to a certain Stock Purchase Agreement (the “Purchase
Agreement”); and


 


WHEREAS, Dallas thereafter will become wholly owned by Employer and
will continue to conduct its respective business in the same manner as such
business has been conducted by Dallas prior to the acquisition; and


 


WHEREAS, Prior Employee has been an employee of Dallas and has intimate
knowledge of its business practices, which, if exploited by Prior Employee in
contravention of 


 

















 


this Agreement, would seriously, adversely and irreparably affect the
interests of Employer and Dallas and the ability of Dallas to continue the
business previously conducted by it; and


 


WHEREAS, to induce Employer to make such cash payment to Prior
Employee, Prior Employee has agreed to execute and deliver this Agreement.


 


NOW, THEREFORE,  in consideration
of the above premises, the mutual promises and covenants of the parties hereto
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Prior Employee and Employer,
intending to be legally bound, agree as follows:


 


1.             Definitions.  As used herein, the following terms shall
have the following meanings unless the context otherwise requires:


 


a.             “Area”
shall mean a radius of fifty (50) miles of Dallas, excluding Jaguar’s Gold Club
Fort Worth No. 2.


 


(INITIALED:
BF, MO)


 


b.             “Business”
shall mean the operations of Dallas as conducted as of the Effective Date.


 


c.             “Competing
Business” shall mean any business organization of whatever form engaged, either
Directly or Indirectly, in any adult entertainment or any business or
enterprise which is the same as, or substantially the same as, Dallas.


 


d.             “Directly
or Indirectly” shall mean (i) acting as an agent, representative, officer,
director, independent contractor or Prior Employee of a Competing Business;
(ii) participating in any such Competing Business as an owner, partner, limited
partner, joint venturer, creditor or shareholder (except as a shareholder
holding less than five percent (5%) interest in a corporation whose shares are
actively traded on a regional or national securities exchange or in the
over-the-counter market); and (iii) communicating to any such Competing
Business the names or addresses or any other information concerning any past,
present, or identified prospective client or customer of Dallas or an entity
having title to the goodwill of Dallas.


 


e.             “Restricted
Period” shall mean the period commencing with the Effective Date and ending on
the fifth (5th) anniversary thereof.


 


f.              
“Confidential Information” shall include any and all information related to the
purpose and business of Dallas which is proprietary and not general public
knowledge, specifically including (but without limiting the generality of the
foregoing) any financial statements, appraisals, analysis data, cost analyses
or strategies, clients, customer lists, suppliers, the sales price of Dallas
paid by Employer, or any other matters regarding Dallas.  Information that is orally disclosed will be
considered “Confidential Information” if Employer indicates to Prior Employee
at the time of disclosure the confidential or proprietary nature of the
information and provides a written summary of such information to Prior
Employee within ten (10) days after the initial oral disclosure thereof.  Any technical or business information of a
third-person 


 

















 


furnished or
disclosed shall be deemed “Confidential Information” of Dallas unless otherwise
specifically indicated in writing to the contrary.


 


2.             Agreement
Not to Compete. Unless otherwise consented to in writing by Employer, Prior
Employee agrees that during the Restricted Period, he will not, within the
Area, either Directly or Indirectly, on his own behalf or in the service or on
behalf of others, engage in any Competing Business or provide managerial,
supervisory, administrative, financial or consulting services or assistance to,
or own a beneficial interest (except as a shareholder holding less than five
percent (5%) interest in a corporation whose shares are actively traded on a
regional or national securities exchange or in the over-the-counter market) in
any Competing Business.


 


3.             Agreement
Not to Solicit Employees. Prior Employee agrees that during the period
commencing with the Effective Date and ending on the fifth (5th) anniversary
thereof, he will not, without the prior written consent of Employer, either
directly or indirectly, on his own behalf or via sendee or on behalf of others,
solicit, divert, or hire


 


(INITIALED:
BF, MO)


 


away, or attempt to solicit, divert, or hire away from the employment
of Dallas or any of its subsidiaries, any Person employed by Dallas or any of
its subsidiaries, whether or not such employee is a full-time employee or
temporary employee, whether or not such employment is pursuant to a written
agreement, whether or not such employment is for a determined period or is at
will, and whether or not such employee has voluntarily terminated their employment.  Further, Prior Employee agrees that he will
not, without the prior written consent of Employer, either directly or
indirectly, on his own behalf or in the service or on behalf of others, hire or
attempt to hire any entertainers who have performed at Dallas during the
preceding six (6) months prior to the Effective Date until the end of the
period commencing with the Effective Date and ending on the fifth (5th)
anniversary thereof.


 


4.             Confidentiality.  Prior Employee agrees to hold all Confidential
Information of Dallas in confidence for so long as Dallas treats such
information as confidential or proprietary, unless otherwise agreed to in
writing by the Employer.  During such
period Prior Employee will use such information solely for the purposes set
forth in this Agreement unless otherwise agreed to in writing by Employer.  Prior Employee agrees not to copy such
Confidential Information of Dallas unless otherwise agreed to in writing by the
Employer.  Prior Employee agrees that he shall not make disclosure of
any such Confidential Information to anyone (including subcontractors) except
accounting, business, financial and legal advisors of the Employer to whom
disclosure is necessary for the purpose set forth above.  Prior Employee shall appropriately notify
such advisors that the disclosure is made in confidence and shall be kept in
confidence in accordance with this Agreement. 
The obligations set forth in this Agreement shall be satisfied by Prior
Employee through the exercise of the same degree of care used to restrict
disclosure and use of its own Confidential Information.


 


5.             Remedies.


 


a.             Prior
Employee acknowledges and agrees that, by virtue of his relationship with
Dallas, great loss and irreparable damage would be suffered by Employer, including,
without limitation, damage to the goodwill and proprietary interests of
Employer, if Prior Employee should breach or violate any of the terms or
provisions of the covenants and agreements set forth in Sections 2, 3 and/or 4
hereof.  Prior Employee further
acknowledges that Prior Employee has examined in detail such restrictive
covenants and agreements and agrees that the restraints imposed thereby on
Prior Employee are reasonable in the sense that they are no 


 

















 


greater than are necessary to protect the goodwill of Dallas invested
in by Employer pursuant to the Purchase Agreement and to protect Employer in
its legitimate business interests, and the restrictive covenants and agreements
are reasonable in the sense that they are not unduly harsh or oppressive.


 


b.             The
parties acknowledge and agree that any breach of Sections 2, 3 and/or 4 of this
Agreement by Prior Employee would result in irreparable injury to Employer, and
therefore Prior Employee agrees and consents that Employer shall be entitled to
a temporary restraining order and a permanent injunction to prevent a breach


 


(INITIALED:
BF, MO)


 


or contemplated breach of any of the covenants or agreements of Prior
Employee contained herein.


 


c.             In
addition, Employer shall be entitled, upon any breach of Sections 2, 3 and/or 4
of this Agreement by Prior Employee, to demand an accounting and repayment of
all profits and other monetary compensation realized by Prior Employee,
directly or through any Competing Business controlled by Prior Employee, as a result
of any such breach.


 


d.             The
rights of Employer under this Section 5 shall not be in limitation or in lieu
of any and all other remedies that may be available to Employer at law or in
equity. The existence of any claim, demand, action or cause of action against
Prior Employee, whether predicated upon this Agreement or otherwise, shall not
constitute a defense to the enforcement by Employer of any then valid covenants
or agreements herein.


 


6.             Severability.  Prior Employee agrees that the covenants and agreements
contained in Sections 2, 3, 4 and 5 of this Agreement are of the essence of
this Agreement; that Prior Employee has received good, adequate and valuable
consideration for each of such covenants; that each of such covenants is
reasonable and necessary to protect and preserve the interests and properties
of Employer; that Dallas and its subsidiaries are engaged in the Business
through the Area: that irreparable loss and damage will be suffered by Employer
should Prior Employee breach any of such covenants and agreements; that each of
such covenants and agreements is separate, distinct and severable not only from
the other of such covenants and agreements but also from other and remaining
provisions of this Agreement; and, that the invalidity or unenforceability of
any such covenant or agreement shall not affect the validity or enforceability
of any other such covenants or agreements or any other provision or provisions
of this Agreement unless expressly stated herein. Further, if any provision of
this Agreement is ruled invalid or unenforceable by a court of competent
jurisdiction because of a conflict between such provision and any applicable
law or public policy, such provision shall be redrawn by such court to the
extent required to make such provision consistent with, and valid and
enforceable under, such law or public policy, and as redrawn may be enforced
against Prior Employee.


 


7.             Tolling.  In the event that Prior Employee should
breach any or all of the covenants set forth in Sections 2, 3 and/or 4 hereof,
the running of the period of the restrictions set forth in such section or
sections breached shall be tolled during the continuation(s) of any breach or
breaches by Prior Employee, and the running of the period of such restrictions
shall commence or commence again only upon compliance by Prior Employee with
the terms of the applicable section or sections breached.


 


8.             Consideration.  In consideration for Prior Employee’s
compliance with his obligations under this Agreement, Prior Employee shall
receive from Employer the sum of Five 


 

















 


Thousand ($5,000.00) Dollars in cash on the Effective Date. Further,
Prior Employee acknowledges and agrees that the terms of this Agreement
contained herein are


 


(INITIALED:
BF, MO)


 


reasonable in light of the good, adequate and valuable consideration
which Prior Employee shall receive pursuant to the Purchase Agreement.


 


9.             Waiver.  The waiver by either party of any breach
of this Agreement by the other party shall not be effective unless in writing,
and no such waiver shall operate or be construed as the waiver of the same or
another breach on a subsequent occasion.


 


10.           Governing
Law.  This Agreement and the rights
of the parties hereunder shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to the conflicts of laws
provisions thereof.


 


11.           Amendment.  No amendment or modification of this
Agreement shall be valid or binding upon Employer or Prior Employee unless made
in writing and signed by the parties hereto.


 


12.           Captions
and Section Headings.  Captions and
section headings used herein are for convenience only and are not a part of
this Agreement and shall not be used in construing it.


 


13.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have duly
been given if delivered or if mailed, by United States certified or registered
mail, prepaid to the party to which the same is directed at the following
addresses (or at such other addresses as shall be given in writing by the
parties to one another):


 


a.             If
to Prior Employee:


 


	
   

  	
  Richard Richardson

  
	
   

  	
  2171 Manana Drive

  
	
   

  	
  Dallas, TX 75202

  
	
   

  	
   

  
	
   

  	
  With copy to:

  
	
   

  	
   

  
	
   

  	
  Arthur F. Selander

  
	
   

  	
  Attorney at Law

  
	
   

  	
  2001 Bryan Tower, Ste. 1800

  
	
   

  	
  Dallas, TX 75201

  



 


b.             If
to Employer:


 


	
   

  	
  VCG Holding Company

  
	
   

  	
  Attn: Mike Ocello

  
	
   

  	
  390 Union Blvd., Suite 540

  
	
   

  	
  Lakewood, CO 80228

  



 


(INITIALED:
BF, MO)


 

















 


	
  with a copy to:

  	
  Martin A. Grusin

  
	
   

  	
  780 Ridge Lake Boulevard

  
	
   

  	
  Suite 202

  
	
   

  	
  Memphis, TN 38120

  
	
   

  	
  Facsimile: (901) 682-3590

  



 


Notices delivered in person shall be effective on the date of
delivery.  Notices delivered by mail as
aforesaid shall be effective upon the third calendar day subsequent to the
postmark date thereof.


 


14.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed original, but all of which together
shall constitute one and the same instrument.


 


15.           Entire
Agreement.  This Agreement
constitutes the entire understanding and agreement of the parties with respect
to its subject matter and any and all prior agreements, understandings or
representations with respect to the subject matter hereof are terminated and
canceled in their entirety and are of no further force or effect, but
specifically excluding the Purchase Agreement and the agreements, documents and
instruments provided for therein.


 


IN WITNESS WHEREOF, Prior Employee and Employer have each executed and
delivered this Agreement as of the date first written above.


 


	
   

  	
  /s/ Richard Richardson

  	
   

  
	
   

  	
  Richard Richardson, Prior Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VCG HOLDING COMPANY,

  
	
   

  	
  A Colorado corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
							



 


 


(INITIALED: BF)


 

















 


SCHEDULE 8.17


OWNERSHIP OF CORPORATE STOCK


 


Bryan S. Foster hereby certifies that he is the sole owner of 100% of
the shares of stock in the business known as Manana Entertainment, Inc. d/b/a
Jaguar’s Gold Club Dallas possessing both legal and beneficial interests, as of
the Effective Date pursuant to the Stock Purchase Agreement entered into
between VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s Gold
Club Dallas and Bryan S. Foster dated October 26, 2007 (“Agreement”) and that
such Shares, as of the Effective Date, are free and clear of all liens, claims,
charges and encumbrances of any kind or nature whatsoever, and at such time the
authorization of no other person or entity shall be required in order to
consummate the transactions contemplated in this Agreement.


 


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster

  



 


 


(INITIALED: BF, MO)


 
















 


SCHEDULE 11.2(e)


OFFICER’S CERTIFICATE


 


MANANA ENTERTAINMENT, INC.


 


Officer’s Certificate


 


Pursuant to the provisions of the Stock Purchase Agreement dated
October 26, 2007 (the “Purchase Agreement”), among Manana Entertainment, Inc.
d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster (hereinafter collectively
referred to as “Sellers”) and VCG Holding Company (“Purchaser”), and with the
understanding that capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to them in the Purchase Agreement, the
undersigned hereby certifies that:


 


1.             I
am the duly elected President of Manana Entertainment, Inc. (“Company”), and
that, as such, I am authorized to execute this Officer’s Certificate on behalf
of the Company.


 


2.             All
of the representations and warranties made by the undersigned, whether made
individually or on behalf of the Company, in the Purchase Agreement are true
and correct on and as of the Effective Date with the same force and effect as
though such representations and warranties as, individually or in the
aggregate, do not have a Material Adverse Effect.


 


3.             Company
has performed and complied in all material respects with all covenants and
agreements required by the Purchase Agreement to be performed or complied with
by it on or prior to the Effective Date.


 


IN WITNESS WHEREOF, I have hereunto set my hand this the 26th day of
October, 2007.


 


	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/Bryan S. Foster

  	
   

  
	
   

  	
  Title:

  	
   

  	
  President

  	
   

  
							



 


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 11.2(f)


SECRETARY’S CERTIFICATE


 


MANANA ENTERTAINMENT, INC.


Secretary’s Certificate


 


Pursuant to the provisions of that certain Stock Purchase Agreement
dated as of October 26, 2007 (the “Purchase Agreement”), by and among Manana
Entertainment, Inc. d/b/a Jaguar’s Gold Club Dallas and Bryan S. Foster
(hereinafter collectively referred to as “Sellers”) and VCG Holding Company (“Purchaser”),
and with the understanding that capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to them in the Purchase
Agreement, the undersigned hereby certifies that:


 


1.             I
am the duly elected Secretary of Manana Entertainment, Inc. (the “Company”) and
that, as such, I am authorized to execute this Secretary’s Certificate on
behalf of the Company.


 


2.             Attached
hereto as Exhibit A is Schedule 4.1(b) which is a true, correct and complete
copy of said Schedule, and I hereby certify that Manana, Inc. is validly
organized and in good standing and nothing in the Charter of the Company and
all Amendments thereto in any manner whatsoever prevent myself or the Company
from performing all of its obligations pursuant to the Purchase Agreement
referred to hereinabove.


 


3.             Attached
hereto as Exhibit A is Schedule 4.1(b) which is a true, correct and complete
copy of said Schedule, and I hereby certify that nothing in the Bylaws of
Manana Entertainment, Inc. and all Amendments thereto in any manner whatsoever
prevent myself or the Company from performing all of its obligations pursuant
to the Purchase Agreement referred to hereinabove.


 


4.             Attached
hereto as Exhibit B is a true, correct and complete copy of the resolution
adopted by the officers and shareholder of the Company by unanimous written
consent in accordance with applicable law and the Charter of Company, and such
resolution has not been amended, modified, rescinded or revoked, and remains in
full force and effect on the date hereof.


 


5.             The
individuals named below are duly authorized representatives of the Company,
with authority to execute and deliver the Purchase Agreement and other
agreements, documents and instruments to be executed and delivered by Company
in connection therewith, and the signatures set forth opposite their names are
their true and genuine signatures.


 


(INITIALED:
BF, MO)


 

















 


	
  Name

  	
   

  	
  Position

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bryan S.Foster

  	
   

  	
  President

  	
   

  	
  /s./ Bryan S. Foster

  	
   

  



 


 


IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of
October, 2007.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Secretary

  



 


 


(INITIALED: BF, MO)


 

















 


EXHIBIT A TO SCHEDULE 11.2(f)


 


EXCEPTIONS TO STATEMENT ON LOST RECORDS


 


Bryan S. Foster hereby states and affirms the following as part of the
purchase of the Stock Purchase Agreement dated the 26th day of October, 2007,
by and among VCG Holding Company and Manana Entertainment, Inc. d/b/a Jaguar’s
Gold Club Dallas and Bryan S. Foster (Agreement):


 


1.             He
is the sole owner and Shareholder of all of the Shares of Stock of Manana
Entertainment, Inc. (the Business); and


 


2.             That
the Shares, certificates, corporate minute books, stock transfer ledgers,
regulations, and seals (if any) of the Business either have been delivered or
do not exist any more or are lost; and


 


3.             Nothing
contained in the items set forth in 2 above in any way has or had any effect on
his ability and authority to perform all of his and the Business’ obligations,
representations, covenants and warranties contained in the Agreement nor does
same have any Material Adverse Effect as that term is defined in the Agreement
on the Business.


 


	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
  Bryan S. Foster

  
				



 


 


(INITIALED: BF, MO)


 

















 


EXHIBIT B TO SCHEDULE 11.2(f)


 


RESOLUTION OF SOLE SHAREHOLDER OF


MANANA ENTERTAINMENT, INC.


D/B/A


JAGUAR’S GOLD CLUB DALLAS


 


A special meeting of the sole Shareholder of Manana Entertainment, Inc.
(the “Company”), notice having been waived by the Shareholder as reflected
hereinbelow, was held at the principal office of the Company on the 26th day of
October, 2007.


 


Present was:  Bryan S. Foster.


 


On motion duly made and carried, it was:


 


RESOLVED, that Manana Entertainment, Inc. shall be sold to VCH Holding
Company, as evidenced by a Letter of Intent entered into between Niko Foster
and Rich Richardson, individually and on behalf of Jaguar’s and VCG Holding
Corp., for the sale of Manana Entertainment, Inc. to VCG Holding Company, and Bryan
S. Foster be and is hereby authorized and empowered herein to (i) negotiate
such terms and conditions for this purchase as he deems fit and appropriate;
and (ii) to execute and deliver any and all documents in the name of the
Company requisite to the sale.


 


The undersigned waive all required notice and affirm the decisions
reached herein.


 


	
   

  	
  MANANA ENTERTAINMENT, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Bryan S. Foster, Shareholder

  



 


 


(INITIALED: BF, MO)


 

















 


SCHEDULE 11.2(h)


TWO TITLE POLICIES


 


 


We have omitted the Title Policy we deemed it
to not be material.


 

















 


CLOSING STATEMENT


 

















 


PURCHASER’S STATEMENT


 

















 


PURCHASER’S STATEMENT


 


	
  Date: October 26, 2007

  	
  GFNo:
  0779408229LM

  



 


	
  Sale From: 

  	
   

  	
  Bryan S. Foster

  2171 Manana 

  Dallas, TX 75220

  	
  To:   VCG
  Holding Company

  
	
   

  	
   

  	
   

  	
   

  
	
  Property:

  	
   

  	
  2151 Manana
  Drive Dallas, TX

  2151 Manana Drive

  Dallas, TX

  	
   

  



 


	
  Purchase Price

  	
   

  	
  $

  	
  6,520,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plus: Charges

  	
   

  	
   

  	
   

  	
   

  
	
  Escrow Fee to United Title of Texas

  	
   

  	
  $

  	
  850.00

  	
   

  
	
  Non Compete - Dallas Fee

  	
   

  	
  $

  	
  10,000.00

  	
   

  
	
  Leasehold OTP to United Title of Texas

  	
   

  	
  $

  	
  12,234.00

  	
   

  
	
  2007 Property Taxes CAD 00-00060-193-000-1200 to
  Dallas County

  	
   

  	
   

  	
   

  	
   

  
	
  Tax Assessor Col

  	
   

  	
  $

  	
  8,368.28

  	
   

  
	
  2007 Property Taxes CAD# 00-65080-00D-005-0000 to
  Dallas County

  	
   

  	
   

  	
   

  	
   

  
	
  Tax Assessor Col

  	
   

  	
  $

  	
  27,371.63

  	
   

  
	
  Security Deposit

  	
   

  	
  $

  	
  25,000.00

  	
   

  
	
   

  	
  Total Charges

  	
   

  	
  $

  	
  83,823.91

  	
   

  
	
   

  	
  Gross Amount Due By Purchaser

  	
   

  	
  $

  	
  6,603,823.91

  	
   

  
	
  Less: Credits

  	
   

  	
   

  	
   

  	
   

  
	
  Earnest Money

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
   

  	
  Total Credits

  	
   

  	
  $

  	
  150,000.00

  	
   

  
	
   

  	
  Balance Due by Purchaser

  	
   

  	
  $

  	
  6,453,823.91

  	
   

  



 


Compliments of United Title of Texas


 

















 


Purchaser understands the
Closing or Escrow Agent has assembled this information representing the
transaction from the best information available from other sources and cannot
guarantee the accuracy thereof. The lender involved may be furnished a copy of
this statement.


 


Purchaser understands
that tax and insurance prorations and reserves were based on figures for the
preceding year or supplied by others or estimates for the current year, and in
the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.


 


The undersigned hereby
authorizes United Title of Texas to make expenditure and disbursements as shown
above and approves same for payment. The undersigned also acknowledges receipt
of Loan Funds, if applicable, in the amount shown above and a receipt of a copy
of this Statement


 


 


	
  United Title of Texas

  	
   

  	
  VCG Holding
  Corporation, a Colorado Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By 

  	
  /s/ Linda Miller

  	
   

  	
   

  	
  /s/ Micheal Ocello

  	
   

  
	
   

  	
  Linda Miller

  	
   

  	
  BY:

  	
  Micheal Ocello, President

  
							



 


2

















 


SELLER’S
STATEMENT


 

















 


SELLER’S STATEMENT


 


	
  Date: October 26, 2007

  	
  GFNo:
  0779408229LM

  



 


	
  Sale From:

  	
   

  	
  Bryan S. Foster

  	
   

  	
  To:     VCG Holding Company

  
	
   

  	
   

  	
  2171 Manana

  Dallas, TX 75220

  	
   

  	
   

  



 


	
  Property:

  	
   

  	
  2151 Manana Drive Dallas,
  TX

  2151 Manana Drive

  Dallas, TX

  	
   

  	
   

  



 


	
  Sales Price

  	
   

  	
  $

  	
  6,520,000.00

  	
   

  
	
  Reimbursements/Credits

  	
   

  	
   

  	
   

  	
   

  
	
  Non
  Compete - Dallas Fee

  	
   

  	
  $

  	
  10,000.00

  	
   

  
	
  Security
  Deposit

  	
   

  	
  $

  	
  25,000.00

  	
   

  
	
   

  	
  Total Reimbursements/Credits

  	
   

  	
  $

  	
  35,000.00

  	
   

  
	
   

  	
  Gross Amount Due to Seller

  	
   

  	
  $

  	
  6,555,000.00

  	
   

  
	
  Less: Charges and Deductions

  	
   

  	
   

  	
   

  	
   

  
	
  Escrow
  Fee to United Title of Texas

  	
   

  	
  $

  	
  850.00

  	
   

  
	
  Payoff
  to Kevin Richardson to Kevin Richardson

  	
   

  	
  $

  	
  5,000.00

  	
   

  
	
   

  	
  Total Charges and Deductions

  	
   

  	
  $

  	
  5,850.00

  	
   

  
	
   

  	
  Net Amount Due to Seller

  	
   

  	
  $

  	
  6,549,150.00

  	
   

  



 


Compliments of United Title of Texas


 

















 


Seller understands the
Closing or Escrow Agent has assembled this information representing the
transaction from the best information available from other sources and cannot
guarantee the accuracy thereof. The lender involved may be furnished a copy of
this statement.


 


Seller understands that
tax and insurance prorations and reserves were based on figures for the
preceding year or supplied by others or estimates for the current year, and in
the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct.


 


The undersigned hereby
authorizes United Title of Texas to make expenditure and disbursements as shown
above and approves same for payment. The undersigned also acknowledges receipt
of Loan Funds, if applicable, in the amount shown above and a receipt of a copy
of this Statement.


 


 


	
  United
  Title of Texas

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Linda Miller

  	
   

  	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  Linda
  Miller

  	
   

  	
  Bryan S. Foster

  
						



 


2
















 


ASSIGNMENT OF GROUND LEASE


 


This ASSIGNMENT OF GROUND LEASE (“Assignment”) is made and
entered into effective as of the 26th day of October, 2007, by and
between VCG Holding Company, a Colorado corporation (“Assignor”), Manana
Entertainment, Inc., a Texas corporation d/b/a Jaguar’s Gold Club Dallas, a
Texas corporation (“Assignee”) and Bryan S. Foster (“Landlord”).


 


R E C I T A L S:


 


A.            Landlord
or its predecessor in interest, and Assignor or its predecessor in interest,
have heretofore entered into that certain lease dated October 26, 2007, for
premises (the “Premises”) described in Exhibit “A,” located at 2151
Manana Drive, Dallas, Texas (such lease shall hereinafter be referred to
collectively as the “Lease”).


 


B.            Assignor
desired to assign all of its right, title and interest in the Lease to
Assignee, Assignee desires to accept and assume the same, and Landlord is
willing to consent to the proposed Assignment, all on the terms and conditions
hereof.


 


A G R E E M E N T:


 


NOW THEREFORE, in consideration of the mutual terms and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


 


1.             Assignment.  Assignor hereby TRANSFERS,
ASSIGNS, GRANTS AND CONVEYS to Assignee, all of Assignor’s right, title and
interest, in, to and under the Lease, including any security deposit or prepaid
rent thereunder.  Notwithstanding the
foregoing, Assignor reserves the right to receive any funds or overpayments from
Landlord relating to the period prior to the Effective Date hereof.  Assignor hereby agrees to remain liable for
and as guarantor of all obligations of tenant under the Lease both before and
after the Effective Date of this Assignment, through the principal and any
extended term.  Assignor will not be
released from any liability by further assignment or subletting, whether or not
Assignor has received notice or has consented to the same.  Landlord will have all remedies against
Assignor as are provided in the Lease in the same manner as if this Assignment
had not been made.  The exercise by
Landlord of any remedy against Assignee will not preclude Landlord from the
exercise of the same or other remedies against Assignor at the same or
different times.


 


2.             Acceptance.  Assignee hereby accepts the
Assignment granted herein, and assumes and agrees to make all payments and to
perform all other obligations of Assignor as the tenant under the Lease
accruing from and after the Effective Date of this Agreement.  The exercise by Landlord of any remedy
against Assignor will not preclude Landlord from the exercise of the same or
other remedies against Assignee at the same or different times.  In recognition that Landlord must continue to
have all remedies


 


(INITIALED: BF,
MO)


 


otherwise available to Landlord for defaults under the Lease, including
the right to apply any security deposit, terminate the Lease and/or recover
possession, regardless of whether Assignor or Assignee committed such defaults,
Assignee’s liability hereunder will in no way be limited to those matters
arising after the Effective Date, but will extend to any and all obligations
under the 


 

















 


Lease arising prior to the Effective Date, as well as the performance
of all obligations arising thereafter.


 


3.             Effective
Date.  The effective date of this
Assignment is October 26, 2007 (“Effective Date”).  As between Assignor and Assignee, All
obligations under the Lease arising, accruing or relating to the period before
the Effective Date are allocated to Assignor and all obligations arising,
accruing or relating to the period thereafter shall be allocated to
Assignee.  If the Effective Date occurs
other than at the end of any period for which rentals or other charges under
the Lease accrue or are due, than such rentals or other charges will be
prorated between Assignor and Assignee on a per diem basis.


 


4.             Representations;
Indemnity.  As between Assignor and
Assignee, without in any way affecting, limiting or waiving any rights of
Landlord against either Assignor or Assignee under the Lease, Assignor
represents, warranty and covenants with Assignee that as of the Effective Date:
(i) the Lease is in full force and effect; (ii) all sums due and payable under
the Lease as of the Effective Date have been paid in full; (iii) any amounts
that become payable after the Effective Date relating to the period prior to
the Effective Date must be paid by Assignor promptly; (iv) the Lease has been
previously assigned, subleased, extended, modified, or amended, except as noted
in this Assignment; (v) Assignor is not in default under any of its obligations
under the Lease; and (v) a true and correct copy of the Lease (including any
amendments, prior assignments, subleases, or extensions thereto) is attached
hereto as Exhibit “B”.  Assignor
further represents and warrants to both Assignee and Landlord that Landlord is
not in default under any of the terms and provisions of the Lease.  Landlord and Assignor warrant and represent
to Assignee that the Lease attached hereto as Exhibit “B” is a
true, correct and complete copy of the Lease and all amendments thereto.  ASSIGNOR AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS ASSIGNEE FROM AND AGAINST ANY AND ALL LIABILITY, COSTS OR DAMAGES
ARISING WITH RESPECT TO ANY BREACH OF THE FOREGOING, REPRESENTATIONS,
WARRANTIES OR COVENANTS.  ASSIGNEE AGREES
TO INDMNIFY, DEFEND AND HOLD HARMLESS ASSIGNOR FROM AND AGAINST ANY LIABILITY,
COSTS OR DAMAGES ARISING WITH RESPECT OT ANY BREACH OF THE LEASE AFTER THE EFFECTIVE
DATE.


 


5.             Landlord’s
Consent.  Landlord hereby consents to
this Assignment upon the terms and conditions set forth herein.  The failure or delay of Landlord in seeking
to enforce any provisions of the Lease or this Assignment should not be deemed
a waiver of rights or remedies that Landlord may have, or a waiver of any
subsequent breach of the terms and provisions therein or herein contained.


 


(INITIALED:
BF, MO)


 


6.              Notices.  Any notice given to party hereto must be
given in the manner required under the Lease. 
The addresses set forth below supercede any addresses for notices sent
forth in the Lease.


 


If to VCG Corporation:


 


c/o Troy Lowry


390 Union Blvd., Suite 540


Lakewood, CO 80228


 

















 


Copy to:


 


Michael Ocello


1401 Mississippi Ave., Suite 10


Sauget, IL 62201


 


Copy to:


Martin A. Grusin


The Law Offices of Martin A. Grusin P.C.


780 Ridge Lake Blvd., Suite 202


Memphis, TN 38120


 


If to Landlord


 


Bryan S. Foster


2171 Manana Drive


Dallas, TX 75220


 


Copy to:


Kevin Richardson


6716 Valley View Lane


Sachse, TX 75048


 


With additional copy to:


Art Selander, Esq.


Quilling, Selander, Cummiskey & Lownds, P.C


2001 Bryan Tower, Ste. 1800


Dallas, TX 75201


 


7.             Successors.  Except as herein otherwise
provided, this Assignment will be binding upon and insure to the benefit of the
parties, and their respective heirs, executors, administrators, successors and
assigns.


 


8.             Counterparts.  This Assignment may be executed
in multiple counterparts, each of which once executed, will be an original and
fully-binding on the parties so executing; and all such counterparts together
constitute one and the same agreement.


 


(INITIALED:
BF, MO)


 


9.             Binding
Offer.  This Assignment will not be
binding until executed and delivered by all three parties.


 


IN WITNESS WHEREOF, the parties have executed this Assignment as of the
date first written above.


 


	
   

  	
  ASSIGNOR: VCG HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
  ITS:

  	
   

  	
  President

  	
   

  



 

















 


	
   

  	
  ASSIGNEE: MANANA ENTERTAINMENT,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   /s/ Bryan S. Foster

  	
   

  
	
   

  	
  ITS:

  	
   President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LANDLORD: BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  



 


 


SCHEDULE 5.9


REAL PROPERTY


 


GROUND LEASE AGREEMENT


 


THIS LEASE is
made the 26th day of October, 2007, to be effective upon the Effective Date as
defined in the Stock Purchase Agreement executed by the parties hereto
simultaneously with the execution of this Ground Lease Agreement, by and
between VCG Holding Company, a Colorado corporation (“VCG” or “Tenant”), and
Bryan S. Foster (“Landlord”).


 


A.            Landlord
is the owner of the Premises being commonly known as 2151 Manana Drive, Dallas,
Texas, as described in the legal description attached hereto and made a part
hereof as Exhibit “A” (“Premises” or “Leased Premises”).


 

















 


B.            Landlord
desires to lease the Premises to Tenant, and Tenant desires to take and lease
the Premises from Landlord.


 


NOW, therefore, for and in consideration of the rents reserved
hereunder and the terms and conditions hereof, Landlord hereby rents, demises,
and leases to Tenant, and Tenant takes and leases from Landlord the Premises,
all upon the following terms and conditions.


 


ARTICLE I


TERM OF LEASE AND USE OF PREMISES


 


1.1           Term. 
The term of the Lease shall commence on the Effective Date, as that term
is defined in the Stock Purchase Agreement executed by the parties
simultaneously hereto, and shall end on the last day of the 60th month from the
Effective Date.


 


1.2   Extended Term. Landlord
shall grant the option to Tenant four 5-year options to renew this Lease.
Tenant shall provide written notice of election to decline such option 90 days
prior to the expiration of the initial or subsequent terms described above or
this Lease shall automatically extend to the succeeding renewal period.  Each option period shall be at an increased
rate of 10% increase over the prior term’s rental obligation.


 


1.3           Initial
Rental Obligation.  Tenant shall pay
Twenty-Five Thousand ($25,000.00) Dollars to Landlord on the 1st day of each
month and continuing thereafter on a monthly basis for the first term and each
and every month during the term (“Monthly Rent”).  Tenant shall pay to Landlord the pro rata
portion of the rent due from the Effective Date through the last day of the
month in which the Effective Date occurs, and said Monthly Rent shall
thereafter be paid on a regular and continuing basis as stated in this Section,


 


1.4           Use of Premises.  The Leased Premises shall be used and
occupied as an adult entertainment facility, or adult cabaret, or for such
other lawful purpose as Tenant may elect, so long as Tenant obtains and
maintains a Specialized Certificate of Occupancy and the Dallas License, as
that term is defined in the Stock Purchase Agreement executed simultaneously
hereto, or the equivalent to operate as an adult cabaret.


 


(INITIALED:
BF, MO)


 


1.5           Compliance
with the Law.  In its use and
occupancy of the Leased Premises, and the exercise of its rights hereunder,
Tenant shall, at its sole cost and expense, promptly comply with all federal,
state, county, or municipal laws, ordinances, rules, regulations, directives,
orders and/or requirements (collectively “Governmental Regulations”) now in
force or which may hereafter be in force with respect to the Premises due
specifically to Tenant’s use and occupancy of the Premises and Tenant’s
business conducted thereon.  Tenant shall
not permit any use of the Leased Premises which would directly or indirectly
violate any such law, ordinance, regulation or direction, or which may be
dangerous to any of the personal property located at the Premises.


 


1.6           Assignment
and Subletting.  Tenant shall have
the right to sublease all or any part of the Leased Premises subject to the
terms hereof without the consent of the Landlord, so long as Tenant remains
primarily liable for all terms hereof, and the Landlord shall not be required
to engage in any manner with the sub-tenant.


 

















 


1.7           Assignment
by Landlord.  Landlord shall have the
right to assign this Lease, collaterally or otherwise, without Tenant’s
consent; provided, however, that Landlord shall give written notice to Tenant
of any proposed assignment at least thirty (30) days prior thereto.  No assignment by Landlord shall alter the
rights of Tenant hereunder, and all of the recitals, terms, covenants, and
conditions of this Lease shall remain in full force and effect upon the
assignment.  Upon any assignment by
Landlord, Tenant shall make rental payments to the assignee unless and until
the assignee actually delivers to Tenant a written notice directing rental
payments to thereafter be made to the assignor. 
In the event of the transfer and assignment by Landlord of its interest
in the Lease and in the Premises to a person expressly assuming Landlord’s
obligations under this Lease, Landlord shall remain liable hereunder unless
released by the Tenant in which case Tenant agrees to look solely to such
successor in interest of the Landlord for performance of such obligations.  Any security given Tenant to Landlord to
secure Tenant’s obligations hereunder may be assigned and transferred by
Landlord to such successor-in-interest and Landlord will thereby be discharged
of any further obligations relating thereto.


 


1.8           Tenant
agrees to deposit with Landlord the sum of Twenty-Five Thousand ($25,000.00)
Dollars, which sum shall be held by Landlord, without liability for interest,
as security for the performance of Tenant’s obligations under this Lease, it
being expressly understood and agreed that this security deposit is not an
advance rental deposit, or a measure of Landlord’s damages in case of Tenant’s
default.  Upon each occurrence of a
Tenant Default (hereinafter defined), Landlord may use all or part of the
security deposit to pay past due rent or other payments due Landlord under this
Lease, and the cost of any other damage, injury, expense or liability caused by
such Tenant Default without prejudice to any other remedy provided herein or
provided by law.  On demand, Tenant shall
pay Landlord the amount that will restore the security deposit to its original
amount.  The security deposit shall be
deemed the property of Tenant and any remaining balance of such security
deposit not used by the Landlord pursuant to this Lease shall be returned by
Landlord to Tenant within sixty (60) days after Tenant’s obligations under the
Lease have been fulfilled. 
Notwithstanding any terms or provisions hereof to the contrary, the
Security Deposit shall be returned to Tenant in the event that Tenant
terminates this Lease in accordance with its terms.


 


(INITIALED:
BF, MO)


 

















 


1.9           Late Charges.  If
Tenant fails to pay any installment of Monthly Rent on or before the fifteenth
(15th) day of the calendar month, then Tenant shall pay to Landlord,
in addition to the installment of Monthly Rent, five percent (5%) of such
installment, as a late payment fee. Notwithstanding the foregoing, Landlord
shall provide notice to Tenant if any installment of Monthly Rent is not paid on
or before the fifteenth (15th) day of the calendar month.


 


ARTICLE II


ADDITIONAL RENT


 


2.1           Additional Rental Obligation.  In
addition to the rental sum described above, Tenant shall pay the following:


 


a. Utilities. Tenant
shall promptly pay and discharge the cost of all utilities in connection with
Tenant’s use of the Leased Premises and Building thereon. In the event that any
such utility charge is unpaid, Landlord may, at its option, pay and discharge
such charge, notifying Tenant of such payment and forthwith being reimbursed on
demand for such payment by Tenant;


 


b. Taxes. Tenant
shall pay, before they become delinquent, any ad valorem taxes, including but
not limited to real estate and personal property taxes, waste disposal
assessments, or other assessments for public or municipal improvements that are
assessed or imposed upon the Leased Premises and Building thereon during the
time of the Lease including all such taxes for the year 2007. Landlord shall
furnish to Tenant within five days after receipt of any such tax or assessments
which shall be levied on the property. Tenant shall promptly pay the real
estate and personal property taxes, assessments or other costs imposed upon the
land, prior to such obligation becoming delinquent, evidencing an official
receipt as paid in full and providing same to Landlord. Tenant shall pay before
delinquency any and all taxes on the real estate and personal property which
are levied or assessed and/or which become payable during the Lease Term for
the year 2007 upon all or any part of the Building, improvements, equipment,
furniture, fixtures, and other personal property, although same may be assessed
and taxed with the real property.


 


c. Insurance. Tenant shall procure and
maintain, and pay all premiums, fees and charges for the purpose of procuring
and maintaining continuously throughout the Term: (i) insurance on the
Improvements (including building and fixtures on the Premises) against loss or
damage by fire or other casualty with endorsements providing what is commonly
known as all risk fire and extended coverage (but not including flood or
earthquake coverage), vandalism and malicious mischief insurance, in an amount
equal to the full replacement cost thereof; and (ii) general liability
insurance with a combined single limit of not less than One Million Dollars
($1,000,000.00) for any bodily injury or property damage, with a
deductible that is consistent with Tenant’s insurance practices. Landlord may
procure and maintain general liability insurance. All property, casualty and
other policies of insurance referred to in this Lease shall include the other
party, as their interest may appear, as additional insureds, shall insure such
party against liability arising out of the other party’s negligence or, to the
extent typically covered by a standard policy of commercial general liability
insurance, the negligence of any other person, firm or corporation and contain
a contractual liability endorsement for liabilities assumed by the other party
under this Lease. All policies procured hereunder shall be on standard policy
forms issued by insurers of recognized responsibility, rated APlusXII or better
by Best’s Insurance Rating Service, qualified to do business in Texas. A
certificate of such insurance shall be delivered to the other party prior to
the Lease Commencement Date and thereafter not less than fifteen (15) days
after the expiration thereof and shall provide that such policy may not be
cancelled or modified except upon not less than thirty (30) days written notice
to the other. Any insurance required or permitted to be carried pursuant to
this paragraph may be carried under a policy or policies covering other
liabilities and locations of Landlord or Tenant; provided, however, that such


 


(INITIALED:  BF, MO)


 

















 


policy or policies shall apply to the property required to be insured
as set forth above and, with respect to Tenant, in an amount not less than the
amount of insurance required to be carried by Tenant.


 


d. Licenses.
Tenant shall be liable for, and shall pay throughout the Term, all license and
excise fees and occupation taxes covering the adult cabaret conducted on the
Premises, including but not limited to any specialized certificates of
occupancy required.


 


2.2            Failure of Tenant to Provide Insurance.
Should Tenant occupy the Leased Premises without providing the required
insurance coverage, Landlord, at its option, may obtain the required insurance
coverage and Tenant shall pay the premiums for same as additional rent within
five days of the receipt of notice of payment from Landlord.


 


2.3            Failure to Pay Taxes. Should Tenant
fail or refuse to pay any real estate or personal property taxes, waste
disposal assessments, or other assessments for public or municipal
improvements, Landlord shall elect to pay same, after giving written notice to
Tenant of its intent to do so, and Tenant shall reimburse Landlord for the
payment as additional rent within five days of the receipt of notice of payment
from Landlord.


 


ARTICLE III


REPAIRS AND MAINTENANCE


 


3.1            Maintenance.


 


a. Tenant shall, at its own expense, keep in
good repair buildings and fixtures as found on the Leased Premises, including
without limitation the heating and air conditioning systems, plumbing, lighting
and electrical systems, partitions, exterior and interior doors, windows
(including plate glass), fixtures and the interior of walls, floors and
ceilings and comply with all governmental requirements as to the condition of
the Leased Premises.


 


b. Exterior maintenance of the Leased
Premises shall be provided by Tenant.


 


3.2            Liens.  Tenant will not create or permit to be created
or remain, and will promptly discharge, at its sole cost and expense, any lien,
encumbrance or charge upon the Leased Premises and Building thereon or any part
thereof or upon Tenant’s leasehold interest therein, which arises out of the
use or occupancy of the Leased Premises and Building thereon by Tenant or by
reason of any labor and material furnished or claimed to have been furnished to
Tenant or by reason of any construction, addition, or alteration, on any part
of the Leased Premises by Tenant. Landlord, at its sole option, may cause to be
discharged any lien, encumbrance or charge upon the Leased Premises, or any
part Thereof or upon Tenant’s leasehold interest therein. Tenant shall
immediately pay to Landlord on demand an amount equal to the cost of
discharging such interest, plus all fees and expenses reasonably incurred in
connection therewith, including, but not limited to reasonable attorney’s fees.


 


ARTICLE IV


OPTION


 


4.1            First Right of
Refusal.  Landlord hereby grants to
Tenant (VCG) a first right of refusal to purchase the property during the term
and any extensions of this Lease Agreement.


 


(INITIALED:  BF, MO)


 

















 


4.2            Option to Purchase.  Landlord hereby grants the Tenant an
option to purchase the Leased Premises, at any time on or after the 10th year
anniversary date of this Lease Agreement, at fair market value but in no event
less than Three Million Dollars ($3,000,000.00) provided that Tenant is not in
default under the terms of the Lease and the Lease has not otherwise been
terminated. In determining fair market value, an appraiser shall be obtained
and shall value the property as an adult cabaret. In no event shall the fair
market value be less than Three Million Dollars ($3,000,000.00) at the time of
the evaluation.


 


4.3            Right of Reversion.  Should Tenant or its assigns fail or
refuse to exercise its option to purchase as herein described, and the term of
the Lease or any extensions thereof end, then the title and ownership of the
Improvements (including the building), Fixtures and Personal Property related
to 2151 Manana Drive, Dallas, Texas and the Leased Premises shall revert back
to the Landlord. At the expiration of the Term, Tenant, if requested by
Landlord, shall execute any and all documents necessary to evidence that
ownership and title to the aforementioned Improvements (including the
building), Fixtures and Personal Property is in Landlord and to extinguish and
remove any cloud or potential cloud on the title to the Premises and/or the
Improvements


 


ARTICLE V


LOSS OR
DESTRUCTION


 


5.1           Loss or Destruction.  Pursuant to a Stock Purchase Agreement
dated October 26, 2007, having an Effective Date as defined in said Stock
Purchase Agreement (“Purchase Agreement”), VCG will purchase the building
currently erected on the Leased Premises. Should the building be destroyed or
damaged by fire or other disaster, Tenant shall have the option as follows:


 


a. rebuild the
building in a quality and manner at least as good as the quality and manner of
the building as of the Effective Date of the Purchase Agreement. The work of
repair or restoration, which shall be completed with due diligence, shall be
commenced within a reasonable time after the damage or loss occurs; or


 


b. pay the
insurance proceeds received for the destruction or loss of the building to
Landlord, unless Tenant shall exercise the options contained in Article IV
hereof.


 


Neither Monthly Rent nor any other rental
hereunder shall abate while the Improvements are being repaired or restored;
provided, however, in the event the Leased Premises cannot be used for the
operation of the business due to the extent of the loss or destruction there
shall be a 120 day abatement in Monthly Rent due under the :Lease and there shall
be a corresponding extension of the lease term not to exceed four (4) months.


 


ARTICLE VI


EARLY
TERMINATION


 


6.1            Right to Terminate.
Landlord hereby grants Tenant the limited right to early termination of the
Lease Agreement herein, at the option of Tenant, should the Leased Premises
lose the right to operate as an adult cabaret due to a change in local, state,
or federal law which prevent its ordinary use as an adult cabaret. The early
termination rights herein are solely provided and may only be exercised in the
event Tenant has lost the use of the Leased Premises and Building and
Improvements for the permitted use as an adult cabaret through a change in
local, state, or federal law which prevent its ordinary use as an adult
cabaret. Tenant has no other early termination right. It is expressly
understood by Landlord and Tenant that Tenant shall not be allowed early
termination for its loss of use of the Leased Premises as an adult cabaret as a
result of Tenant’s actions and inactions, during the


 


(INITIALED:  BF, MO)


 

















 


operation of the Business, which result in
the loss of the ability to use the Leased Premises as an adult cabaret.


 


ARTICLE VII


CONDEMNATION


 


7.1           Condemnation/Eminent
Domain.


 


a. Condemnation.  If the Leased Premises are taken by any authorized
entity by eminent domain or by private sale to a governmental authority under
the threat thereof, or if part of the Leased Premises is taken so as to
substantially interfere with the use thereof, then Tenant shall have the
option, to be exercised within sixty (60) days after the taking, to terminate
this Lease by notice to Landlord, which termination shall be deemed to be
effective as of the date the condemning authority takes title or possession,
whichever first occurs, and all rentals shall be paid up to that date. In such
an event all ownership and title to the Improvements (including building),
Fixtures and Personal Property revert back to Landlord.


 


b. Rights in Awards. In the event
Tenant does not exercise his right to terminate the Lease, Landlord and Tenant
will be entitled to share any condemnation award according to their respective
interests.


 


c. Apportionment of Partial Award. If
there occurs a Partial Taking and Tenant elects not to terminate the Lease,
Landlord and Tenant shall be entitled to receive and retain such separate
awards and portions of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings, or as may be otherwise agreed,
taking into consideration the fact that Landlord’s interest in the premises is
limited to the Land, as encumbered by this Lease, a reversionary interest in
the Improvements (including building), Fixtures and Personal Property upon the
expiration of the Term or termination of the Lease, and the right to receive
rent hereunder. If the Premises shall be restored as herein provided, Tenant
shall first be entitled to recover the costs and expenses incurred in such
restoration out of any such award. Thereafter, if the condemning authority does
not make separate awards and the parties are unable to agree as to amounts that
are to be allocated to the respective interests of Landlord and Tenant, then
each party shall select an independent M.A. I. real estate appraiser (an “Appraiser”).
Each appraiser shall separately determine the amount of the balance of the
condemnation award that is to be allocated to the interests of Landlord and
Tenant. If the percentage of the balance of the total award each Appraiser
allocates to Landlord (a) are within ten (10%) of each other, the two (2)
allocations shall be averaged and such average shall be the final allocation of
the award, or (b) are not within ten (10%) of each other, the two Appraisers
shall then select a third Appraiser who shall independently allocate the award
between Landlord and Tenant, and the middle of such three (3) allocations shall
be the final allocation of the award.


 


(INITIALED:
BF, MO)


 

















 


ARTICLE
VIII ENVIRONMENTAL/HAZARDOUS


SUBSTANCES


 


8.1           Discharge.  “Discharge” shall mean the releasing,
spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying,
dumping, presence, use, handling, treatment, manufacture, transportation,
generation, storage or sale of Hazardous Substances at, in, on, under or
emanating to or from the Premises, the Common Areas or the Development,
directly or through migration, or the threat thereof, regardless of whether the
result of an intentional or unintentional act or omission.


 


8.2           Environmental
Documents.  “Environmental Documents”
shall mean all environmental documents in the possession or under the control
of the producing party concerning the Premises, the Common Areas or the
Development, and their environs, including without limitation, all sampling
plans, cleanup plans, preliminary assessment plans and reports, site investigation
plans and reports, remedial investigation plans and reports, remedial actions
plans and reports, or the equivalent, sampling results, sampling result
reports, data, diagrams, charts, maps, analysis, conclusions, quality
assurance/quality control documentation, correspondence to or from any
Governmental Authority, submissions to any Governmental Authority and
directives, orders, approvals and disapprovals issued by any Governmental
Authority.


 


8.3            Environmental Law or Laws.  “Environmental Law” or “Environmental Laws”
shall mean each and every applicable federal, state, regional, county or
municipal environmental or health safety statute ,ordinance, rule, regulation,
order, code, directive or requirement, relating to the environment, Hazardous
Substances or health or safety, including without limitation the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. §6901 et seq.; the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended 42 U.S.C. §9601 et seq.; the Water Pollution and Control Act, 33 U.S.C.
§1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the
Clean Water Act, 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et
seq.; and the Tank Laws (as defined below), now or hereafter existing, together
with all successor statutes, ordinances, rules, regulations, orders directives,
or requirements now or hereafter existing.


 


8.4           Governmental
Authority.  “Governmental Authority”
shall mean the federal, state, regional, county or municipal government, or any
department, agency, bureau or other similar type body obtaining authority
therefrom or created pursuant to any applicable statutes, ordinances, rules,
regulations, orders, codes, directives or requirements now or hereafter
existing.


 


8.5            Hazardous Substance or Hazardous
Substances.  “Hazardous Substance” or
“Hazardous Substances” shall mean any substance, material, waste, toxic
substance, hazardous substance, hazardous waste, solid waste, pollution,
pollutant, irritant or contaminant, including without limitation, petroleum,
petroleum byproducts or derivatives, asbestos, polychlorinated biphenyls, mold
or other bacterial matter, as defined, listed or referred to in any
Environmental Law, together with any amendments thereto, regulations promulgated
thereunder and all substitutions thereof. Hazardous Substances shall not
include Hazardous Substances used in the Tenant’s customary business operations
provided same are used in such quantities and handled in such manner as
allowed/required under applicable Environmental Laws.


 


8.6           Environmental
Notice.  Environmental Notices” shall
mean, in addition to its ordinary meaning, any communications of any nature,
whether in the form of correspondence, memoranda, order, directives or
otherwise.


 


(INITIALED:
BF, MO)


 

















 


8.7           Remediate or
Remediation.  “Remediate” or “Remediation”
shall mean all actions to investigate and clean up or respond to any known,
suspected or threatened Discharge of a Hazardous Substance, including without
limitation; environmental


 


investigation, monitoring and sampling;
installation, maintenance and removal of monitoring wells; removal, treatment,
neutralization or containment of any Hazardous Substance; storage of excavated
materials; and installation, maintenance, storage and removal of machinery and
equipment used in connection with the Remediation, to the extent necessary to
comply with the applicable Environmental Laws.


 


8.8            Tank Laws.  “Tank Laws” shall mean all federal, state,
regional, county, or municipal environmental statutes, ordinances, rules or
regulations relating to the underground storage tanks, including, without
limitation, the Federal Underground Storage Law, subtitle 1 of the Resource
Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq. together with
any amendments thereto, regulations promulgated thereunder and all
substitutions thereof, and any successor legislation and regulations.


 


8.9           Underground Storage
Tanks. “Underground Storage Tanks” shall have the meaning ascribed in such
term under the Tank Laws, and shall also include unregulated underground
storage tanks used to store Hazardous Substances.


 


8.10          General Environmental Compliance Clauses


 


a. Presence
and Use of Hazardous Substances. Neither Tenant nor Tenant’s agents or
contractors shall, without Landlord’s prior written consent, keep any Hazardous
Substances on or about the Premises, the Common Areas or the Development, in
violation of Environmental Laws.


 


b. Tenant’s Compliance with Environmental
Laws. Tenant shall at Tenant’s own expense, comply with any applicable
transaction triggered Environmental Laws, but only in the event of a closing of
Tenant’s operations or transfer of Tenant’s operations or change in the
ownership of Tenant. If such compliance, becomes necessary due to any action or
omission of Landlord, or any third party other than Tenant, including, without
limitation, a trigger of a transaction triggered Environmental Law due to a
change in ownership of the Premises or the Development, or a change in
ownership of Landlord, then Landlord shall, at Landlord’s own expense, promptly
comply with such transaction triggered Environmental Law. Notwithstanding
anything in the contrary set forth in this Section, and regardless of whether
such compliance is triggered by Landlord or Tenant, Tenant, shall only be
responsible to investigate and Remediate Hazardous Substances at the Premises
in the most cost effective manner possible under the circumstances to comply
with applicable Environmental laws, and only to the extent that the Hazardous
Substances were Discharged by Tenant or Tenant’s employees, agents or
contractors. In all other respects, Landlord shall, at Landlord’s own expense,
and without interfering with the ongoing business operations of Tenant in a
commercially unreasonable manner, promptly comply with such transaction
triggered Environmental Laws, including without limitation taking all other
action required by applicable Environmental Laws with respect to any Discharge
of Hazardous Substances. Landlord hereby represents that to the best of his
knowledge that as of the date of execution of this Lease there exists no
violation of Environmental Laws as that term is defined herein, provided
however, if such violation arises as a result of any act prior to the date of
the execution of this Lease, Landlord shall be responsible for any and all
costs associated with such violation or remedy: provided further, nothing
herein shall be construed to prevent Landlord from seeking contribution and
indemnity from prior (i) title holders; (ii) tenants; (iii) any other generator
as that term is used in the definition of Environmental Laws; or (iv) any other
polluter.


 


(INITIALED:
BF, MO)


 

















 


c. Information to Tenant.  At no expense to Tenant, Landlord shall
promptly provide all information reasonably requested by Tenant or any
applicable Governmental Authority with respect to Tenant’s obligations under
this Section, and shall promptly sign such affidavits, submissions and other
documents reasonably requested by Tenant or any applicable Governmental
Authority.


 


d. Notice
of Meetings. Tenant shall use commercially reasonable efforts to notify
Tenant in advance of all meetings scheduled by Landlord or Landlord’s agents or
contractors with any Governmental Authority with respect to the Premises, the Common
Area or the Development and shall have the right to attend and participate in
all such meetings.


 


ARTICLE IX


GENERAL PROVISIONS


 


9.1            Quiet Enjoyment.  Tenant shall, provided Tenant shall not
be in default hereunder, be permitted to peaceably and quietly hold and enjoy
the Leased Premises during the term hereof.


 


9.2            Access to Premises.  Landlord, its agents, servants, or
employees may enter the Premises at reasonable times with reasonable advance
notice to Tenant (or an authorized employee of Tenant at the Premises), and at
any time, upon reasonable notice to Tenant under the circumstances, in an
emergency, to do the following: inspect the Premises; comply with all laws,
orders, ordinances and requirements of any governmental unit or authority for which
Landlord may be responsible under this Lease, if any; show the Premises to
prospective lenders or purchasers and, during the ninety (90) days immediately
prior to the expiration of this Lease if Tenant declines to renew for an
additional term in accordance with the provisions of this Lease, to prospective
tenants, but only if all such showings are accompanied by a representative of
Tenant if so requested by Tenant; or post (on the Development, but not within
or at the entrance of the Premises) for sale or for lease signs; provided;
however, that all such entries shall be completed promptly in a good
workmanlike manner so as to cause the least practical interference to Tenant’s
business and Tenant’s use of the Premises. In all events, Landlord shall use commercially
reasonable efforts to minimize interference with the Premises and Tenant’s
business operations thereon. If Landlord’s entry materially and substantially
interferes with the conduct of Tenant’s business and/or cause damage to Tenant’s
property (and the entry is not needed because of Tenant’s default, negligence
or willful misconduct), then in such event the rent and any sums due and
payable as additional rents, shall abate in proportion to the extent of the
interference and Landlord shall be liable for any damage to Tenant’s property.


 


9.3            Mutual
Indemnification.  Subject to the
waiver of subrogation provision, Tenant agrees to indemnify and hold Landlord
harmless from any and all losses, damages, liability, or expenses (including
reasonable attorneys’ fees) incurred by Landlord, arising from loss of life,
personal injury and/or property damage, caused by or resulting from, in whole
or in part, any negligent act or omission or intentional misconduct of Tenant
or any officer, agent, contractor or employee of Tenant in the Development, in
connection with Tenant’s use of occupancy of the Premises. Subject to the
waiver of subrogation provision, Landlord agrees to indemnify and hold Tenant
harmless from any and all losses, damages, liability, or expenses (including
reasonably attorneys’ fees) incurred by Tenant, arising from loss of life,
personal injury and/or property damage, caused by or resulting from, in whole
or in part, any negligent act or omission or intentional misconduct of Landlord
or any officer, agent, contractor or employee of Landlord, in connection with
Landlord’s management and operation of the Leased Premises.


 


9.4            Concurrent Negligence.  Notwithstanding the provisions of Mutual
Indemnification above, in the event of the concurrent negligence or intentional
misconduct of Tenant, its agents,


 


(INITIALED:
BF, MO)


 

















 


employees, sublessees, or contractors on the one hand and that the
Landlord, its partners, directors, officers, agents, employees, or contractors
on the other hand, which concurrent negligence or intentional misconduct
results in injury or damage to persons or property and relates to the
construction, alteration, repair, addition to, subtraction from, improvement
to, or maintenance of the Leased Premises, a party’s (the “Indemnifying Party”)
obligation to indemnify the other shall be limited to the extent of the
Indemnifying Party’s negligence and/or intentional misconduct, and that of its
agents, employees, sublessees, or contractors, including the Indemnifying Party’s
proportionate share of reasonable costs, attorneys’ fees, and expenses incurred
in connection with any claim, action, or proceeding brought with respect to
such injury or damage.


 


9.5            Tenant’s Default.


 


a. Default. The occurrence of any one
or more of the following events shall constitute a default of this Lease by
Tenant (a “Tenant Default”): (a) the failure by Tenant to make any payment of
Monthly Rent, or any other payment required to be made by Tenant hereunder, as
and when due, where such failure shall continue for a period of fifteen (15)
days after Tenant’s receipt of written notice thereof by Landlord to Tenant;
provided that if Tenant fails to pay Monthly Rent or any other payment required
to be made by Tenant hereunder on time more than two (2) times in a twelve (12)
month period, a Tenant Default shall occur notwithstanding that such payments
have been made within the applicable cure period; (b) the failure by Tenant to
observe or perform any of the covenants, conditions, or provisions of this
Lease to be observed or performed by Tenant, other than as described in
subsection (a) above, where such failure shall continue for a period of thirty
(30) days after Tenant’s receipt of written notice thereof by Landlord provided
that if such cure reasonably requires more than thirty (30) days to complete,
then Tenant shall not be in default if Tenant shall promptly commence the cure
of such Tenant Default and diligently pursues such cure to completion; (c) the
making by Tenant of a general assignment or general arrangement for the benefit
of creditors; the filing of a voluntary bankruptcy petition by Tenant. If an
involuntary bankruptcy petition against Tenant has been filed and is not
contested, dismissed, or stayed within sixty (60) days of filing); or the
appointment of a trustee or receiver to take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease,
where such seizure is not contested, discharged, or stayed in thirty (30) days
after appointment of said trustee or receiver, provided however, if a final
order adjudicating the tenant as being bankrupt or appointing a trustee or
receiver shall have been entered pursuant to 11 U.S.C. §303 such order shall be
an event of default hereunder, or the filing of a petition for the appointment
of same by the Tenant, whichever shall first occur and (d) failure to maintain
the premises as an adult cabaret in continuous operation, subject to the
provisions of Article VI. Notwithstanding anything in this provision which may
be construed to the contrary, Tenant, in the event of an involuntary bankruptcy
petition against it, has the right to contest an order for relief prior to
entry of or defeating the entry of same.


 


b. Remedies in Default. On the
occurrence of the Tenant Default and after the applicable notice and cure
period, and subject to terms and conditions provided herein, Landlord may,
without limiting Landlord in the exercise of any other right or remedy that
Landlord may have by reason or such default, the remedies of Landlord hereunder
being cumulative and not exclusive of one another: (a) perform on Tenant’s
behalf, any unperformed covenant or obligation hereunder constituting such
Tenant Default (after giving Tenant written notice of Landlord’s intention to
do so except in the case of emergency), in which event Tenant shall reimburse
Landlord for all expenses reasonably incurred by Landlord in doing so, plus
interest at the Default Rate, which expenses and interest shall be additional
rent and shall be payable by Tenant immediately on demand therefore by
Landlord; and/or (b) terminate this Lease and collect liquidated damages from
Tenant in an amount equal to (i) the sum of all amounts due hereunder to the
date of termination; plus (ii) the aggregate rent remaining over the unexpired
portion of the Term, plus the reasonable cost to Landlord of any repairs


 


(INTIALED: BF,
MO)


 

















 


required to comply with Tenant’s obligations, all reduced to present
value using a discount rate equal to the interest rate of a governmental
security having a mutual closest to the then current expiration of the Term;
less (iii) the aggregate fair net rental value of the Premises over the
remaining portion of the Term (provided, however, a reasonable period of time,
not to exceed twenty four (24) months, may be considered as a leasing period by
which the Premises would not be leased and therefore no income would be
realized for such period) reduced to present value at the above specified
discount rate; plus (iv) Landlord’s costs and expenses incurred in the
enforcement hereof including reasonable attorneys fees as herein provided, or
(c) maintain Tenant’s right to possession, in which case this Lease shall
continue in effect and Landlord shall be entitled to enforce all of Landlord’s
right and remedies under this Lease, include the right to recover the Rent and
other amounts payable hereunder as they become due hereunder.


 


9.6            Landlord Disclaimer.  Except as may be otherwise in this Lease
expressly provided, the Premises is being leased “AS IS,” with Tenant accepting
all defects, if any; and except as otherwise in the Lease expressly provided,
Landlord makes no warranty of any kind, express or implied, with respect to the
Premises (without limitation, Landlord makes no warranty as to the habitability,
fitness or suitability of the Premises for a particular purpose). This section
is subject to any contrary requirements under applicable law, however, in this
regard Tenant acknowledges that it has been or is being given the opportunity
to inspect the Premises and to have qualified experts inspect the Premises
prior to the execution of this Lease. Landlord is not in receipt of any notice
from any governmental authority regarding a negative environment issue with
respect to the Leased Premises and knows of no negative environment issue with
respect to the Leased Premises.


 


9.7           Brokerage
Commission.  Landlord and Tenant
warrant and represent that they have not dealt with any real estate broker or
salesman in connection with this Lease. Landlord and Tenant further represent
they have dealt with no other person that would create any liability for the
payment of a commission by the other party. The party who breaches this
warranty shall defend, hold harmless, and indemnify the non-breaching party
from any claims or liability arising form the breach.


 


9.8           Choice of Law.  This Lease shall be governed by the laws of
the State of Texas.


 


9.9           Authority to
Execute.  Tenant represents and
warrants that this Lease has been duly authorized, executed and delivered by and
on behalf of Tenant and constitutes the valid, binding, and enforceable
agreement of Tenant in accordance with the terms hereof. Landlord represents
and warrants that this Lease has been duly authorized, executed and delivered
by and on behalf of Landlord, and constitutes the valid, binding and
enforceable agreement of Landlord in accordance with the terms hereof.


 


9.10         No Construction
Against Drafting Party.  Landlord and
Tenant acknowledge that each of them and their respective counsel have had an
opportunity to review this Lease and that this Lease shall not be construed for
or against either party merely because such party prepared or drafted this
Lease or any particular provision thereof.


 


9.11         Number of Execution
Copies/Counterparts.  This Lease may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.


 


9.12         Prior Agreement.  THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF
THE PARTIES HERETO AND ANY AND ALL ORAL AND WRITTEN AGREEMENTS, UNDERSTANDINGS,
REPRESENTATIONS, WARRANTIES, PROMISES, AND STATEMENTS FO THE PARTIES HERETO AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, AGENTS, AND BROKERS WITH
RESPECT TO THE SUBJECT


 


(INITIALED: BF, MO)


 

















 


MATTER OF THE LEASE, AND ANY MATTER COVERED
OR MENTIONED IN THIS LEASE SHALL BE MERGED IN THIS LEASE AND NO SUCH PRIOR ORAL
OR WRITTEN AGREEMENT, UNDERSTANDING, REPRESENTATION, WARRANTY, PROMISE, OR
STATEMENT SHALL BE EFFECTIVE OR BINDING FOR ANY REASON OR PURPOSE UNLESS
SPECIFICALLY SET FORTH IN THIS LEASE. NO PROVISION OF THIS LEASE MAY BE AMENDED
OR ADDED TO EXCEPT BY AN AGREEMENT, IN WRITING, SIGNED BY THE PARTIES HERETO OR
THEIR RESPECTIVE SUCCESSORS IN INTEREST. THIS LEASE SHALL NOT BE EFFECTIVE OR
BINDING ON ANY PARTY UNTIL FULLY EXECUTED BY BOTH PARTIES HERETO.


 


9.13         Acceptance.  The submission of this Lease to Tenant does
not constitute an offer to lease. This Lease shall become effective only upon
the execution and delivery thereof by both Landlord and Tenant.


 


9.14         Consent.  Except where otherwise expressly provided for
in this Lease any consent or approval required under this Lease, pursuant to
the terms of this Lease, may not be unreasonably withheld, conditioned, or
delayed.


 


9.15          Attorneys’ Fees.  Should either party be required to engage an
attorney to enforce this Agreement, or the arbitration section as set forth
below, the prevailing party shall receive all reasonable cost of enforcement,
including, but not limited to reasonable attorney’s fee.


 


9.16


 


a. Notices. Any notice required or
permitted to be given to party under the provisions of this Lease shall be
deemed valid only if given in writing and (i) delivered personally or (ii) sent
via United States Certified Mail, Return Receipt Requested, with postage
prepaid or, (iii) sent via Federal Express or other similar nationally
recognized overnight courier to the recipient for next business day delivery
and addressed by the sender to the intended recipient:


 


If to VCG Corporation:


 


c/o Troy Lowry


390 Union Blvd., Suite 540


Lakewood, CO 80228


 


Copy to:


 


Michael Ocello


1401 Mississippi Ave., Suite 10


Sauget, IL 62201


 


Copy to:


Martin A. Grusin


The Law Offices of Martin A. Grusin P.C.


780
Ridge Lake Blvd., Suite 202


Memphis,
TN 38120


 


(INITIALED:
BF, MO)


 

















 


If
to Landlord


 


Bryan
S. Foster


2171
Manana Drive


Dallas,
TX 75220


 


Copy
to:


Kevin
Richardson


6716
Valley View Lane


Sachse,
TX 75048


 


With
additional copy to:


Art
Selander, Esq.


Quilling,
Selander, Cummiskey & Lownds, P.C


2001
Bryan Tower, Ste. 1800


Dallas,
TX 75201


 


b. All references to days
for Notice contained in this Lease shall mean Business Days, provided however,
this provision shall not apply to Section 1.9.


 


9.17         Successors.  This
Lease binds and inures to the benefit of the parties and their respective
heirs, legal representatives, successors and assigns.


 


9.18         Recordation.  Tenant
and Landlord shall join in the execution of a short form Memorandum of Lease
for purposes of recordation.


 


9.19          Estoppel
Certificate.  Landlord and Tenant agree that from time to
time upon not less than ten (10) days prior request by Landlord, Tenant will
deliver to Landlord a statement in writing certifying that (a) this Lease is
unmodified and in full force and effect (or if there have been modifications,
that this Lease is in full force and effect as modified and identifying the
modifications), (b) the dates to which the rent and other charges have been
paid, and (c) that so far as the person making the certificate knows, Landlord
is not in default under any provision of this Lease and, if Landlord is in
default specifying each such default of which the person making the certificate
may have knowledge, it being understood that any such statement so delivered
may be relied upon by Landlord, or any successor or assignee or interest of
Landlord, or any prospective purchaser, mortgagee, or any assignee or any
mortgage on the Leased Premises. Landlord also expressly agrees that this Lease
shall not be subordinate to any mortgage that Landlord may grant on the Leased
Premises subsequent to the date of execution of this Lease, and that no
estoppel certificate so requested shall require such subordination and shall
confirm that this Lease shall not be so subordinated.


 


9.20          Waiver of Covenants.  No waiver of any condition or covenant of this
Lease shall be deemed to imply or constitute a further waiver of the same or
any other like condition or covenant, and nothing therein contained shall be
construed to be a waiver on the part of Landlord of any right or remedy at law
or otherwise, and all of Landlord’s remedies herein provided for shall be
deemed to be cumulative. A modification or amendment of this Lease will be
valid and effective only if it is in writing signed by each of the parties.


 


9.21          Headings.  The headings used in this Lease are inserted for
convenience and are not to be considered in the construction of the provisions
of this Lease.


 


(INITIALED:
BF, MO)


 

















 


9.22          Covenants Run With Land.  All covenants and agreements contained in this
Lease shall be construed as covenants running with the land, and all rights and
powers given to and obligations imposed upon the respective parties shall be
construed as inuring to and binding upon the successors in interest and the
permitted assigns of the parties hereto, respectively.


 


9.23          Time of Essence.  Time is of the essence with respect to the
performance of the parties’ obligations under this Lease.


 


9.24          Condition Precedent.  This Lease is expressly contingent upon the
execution of and payment of the Purchase Price under that certain Stock
Purchase Agreement dated October 26, 2007, to be effective on the Effective
Date as defined in said Stock Purchase Agreement by and among VCG Holding
Company, a Colorado corporation and Manana Entertainment, Inc., a Texas
corporation, d/b/a Jaguar’s Gold Club Dallas, and Bryan S. Foster. Absent
execution of and payment of the Purchase Price under the aforementioned Stock
Purchase Agreement, this Lease is void ab initio, does not bind the parties and
does not create any right, claim or liability by or between the parties hereto.


 


9.25          Right of Offset.  Notwithstanding anything contained herein to
the contrary, the Tenant or his assigns or subtenants shall have the right of
offset against any sums due hereunder as a result of Bryan S. Foster
(Landlord/Shareholder) or his assigns default of all or any terms of this Lease
or Stock Purchase Agreement stated above in Section 9.24 to the extent of
damages incurred. The right of offset shall not be exercised until the
arbitration procedures set forth in Section 9.27 have been exhausted.


 


9.26          Limitation of Damages.  No party shall be liable to any other party
for any special or punitive damages, whether at law or equity.


 


9.27          Arbitration.  Each of the parties hereto agrees to submit to
binding arbitration any and all differences and disputes which may arise
between them, their heirs, successors, assigns, employees, officers, directors,
affiliates, subsidiaries, or Shareholders who are related to this Agreement.
Prior to initiating arbitration, the parties shall first meet face-to-face to
effect a resolution of the differences. Any differences which the parties are
unable to resolve in said face-to-face meeting shall be heard and finally
settled at a mutually agreed upon location by the parties, by binding
arbitration in accordance with the Commercial Rules of the American Arbitration
Association. If the parties do not agree upon a location, the arbitration
proceeding shall be conducted in Dallas, Texas. Any award entered in any such
arbitration shall be final, binding, and may be entered and enforced in any
court of competent jurisdiction. The arbitrator shall make such orders and
conduct and schedule all proceedings in connection with the arbitration so that
final arbitration commences no less than thirty (30) days and concludes no
later than seventy-five (75) days after a party files the initial notice of
arbitration, and so that the final arbitration award is made and delivered to
the parties within ninety (90) days after the filing of the initial notice of
arbitration. The cost of such arbitration shall be apportioned as determined by
the arbitrator, in any manner determined by him/her based upon the fault or
lack thereof by the respective parties. If the cost of such arbitration is not
apportioned by the arbitrator, then the cost shall be borne equally between the
parties hereto. Nothing herein contained shall be construed as preventing any
party from instituting legal or equitable action against any of the other
parties for temporary or similar provisional relief to the full extent
permitted under the laws applicable to this Agreement, or any such other
written agreement between the parties or the performance hereof or thereof or
otherwise pending final settlement of any dispute, difference or question by
arbitration. Any such provisional relief may be modified or amended in any way
by the arbitrator at any time after his appointment.


 


(INITIALED:
BF, MO)


 

















 


	
   

  	
  /s/
  BF

  	
   

  	
   

  	
   

  
	
   

  	
  Initials

  	
  Initials

  



 


IN WITNESS WHEREOF, the parties have executed or have caused this Lease
to be executed on October 26, 2007, to be effective as of the Effective Date as
defined in the Stock Purchase Agreement executed simultaneously by the parties
hereto.


 


	
   

  	
  LANDLORD: BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Forster

  	
   

  
	
   

  	
  BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT: VCG HOLDING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  	
  /s/Micheal L. Ocello

  	
   

  
	
   

  	
  ITS:

  	
   

  	
  President

  	
   

  



 

















 


MEMORANDUM OF DEED OF GROUND LEASE


AND KEY PROVISIONS SUMMARY


 


	
  Effective Date:

  	
   

  	
                 ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Landlord:

  	
   

  	
  Bryan S. Foster

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
  VCG Holding Company, a Colorado corporation

  
	
   

  	
   

  	
   

  
	
  Land and Leased Premises:

  	
   

  	
  2151 Manana Drive, Dallas, Texas, Dallas County, and more
  particularly described on Exhibit “A”

  
	
   

  	
   

  	
   

  
	
  Notices:

  	
   

  	
  Landlord:

  	
   

  	
  Tenant:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bryan S. Foster 2171 Manana Drive Dallas, Texas 75248

  	
   

  	
  VCG Corporation c/o Troy Lowry 390 Union Blvd., Suite 540 Lakewood,
  CO 80228

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  a copy to:

  	
   

  	
  With
  a copy to:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kevin Richardson 

  6716 Valley View Lane 

  Sachse, TX 75048 

  

  Art Selander, Esq. 

  Quilling, Selander, 

  Cummiskey & Lownds, 

  P.C. 

  2001 Bryan Street, Suite 

  1800 

  Dallas, TX 75201

  	
   

  	
  VCG Holding Corp. 

  c/o Michael Ocello 

  1401 Mississippi Ave., Suite 10 

  Sauget, IL 62201 

  

  Martin A. Grusin 

  The Law Offices of Martin A. 

  Grusin, P.C. 

  780 Ridge Lake Blvd., Suite 202 

  Memphis, TN 38120

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Commencement Date:

  	
   

  	
                        ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rent Commencement Date:

  	
   

  	
                        ,
  2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date (Initial Term):

  	
   

  	
                        31,
  2012

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

  	
  Initial Term – five (5) years (Section 1.1) 

  Renewal Terms - four (4) terms of five (5) years each (Section 1.2)

  
	
   

  	
   

  	
   

  
	
  Initial Monthly Rent:

  	
   

  	
  $25,000.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2nd Term Monthly Rent:

  	
   

  	
  (if renewed) $27,500.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3rd Term Monthly Rent:

  	
   

  	
  (if renewed) $30,250.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4th Term Monthly Rent:

  	
   

  	
  (if renewed) $33,275.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5th Term Monthly Rent:

  	
   

  	
  (if renewed) $36,602.50 

  	
  (INITIALED: BF, MO)

  
						



 

















 


	
  Permitted Uses:

  	
   

  	
  Solely for the operation of an adult entertainment facility or adult
  cabaret or for such other lawful purpose as Tenant may elect, so long as
  Tenant maintains a Specialized Certificate of Occupancy or the equivalent to
  operate as an adult cabaret (Section 1.4)

  
	
   

  	
   

  	
   

  
	
  Broker

  	
   

  	
  None

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
  Exhibit “A” - Legal Description

  	
   

  	
   

  



 


If there are any inconsistencies between this Memorandum of Deed of Ground
Lease and Key Provisions Summary and the other provisions of the Deed of Ground
Lease, then the Deed of Ground Lease shall control.


 


 


(INITIALED:
BF, MO)


 

















 


	
   

  	
   

  	
  LANDLORD

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan S. Foster

  	
   

  
	
   

  	
   

  	
  BRYAN S. FOSTER

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
				



 


This instrument was acknowledged before me this 29th day of October,
2007, by BRYAN S. FOSTER.


 


 


	
   

  	
  /s/ Linda Miller

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VCG CORPORATION

  
					



 


(NOTARY STAMP: LINDA MILLER, NOTARY PUBLIC, STATE OF TEXAS, MY
COMMISSION EXPIRES OCTOBER 16, 2009)


 


	
   

  	
  By:

  	
  /s/ Micheal L. Ocello

  	
   

  
	
   

  	
   

  	
  Michael Ocello, President

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  §

  
	
  COUNTY OF DALLAS

  	
  §

  
	
   

  	
   

  
					



 


This instrument was acknowledged before me this 26th day of
October, 2007, by Michael Ocello, President of VCG CORPORATION on behalf of and
as the act and deed of said corporation.


 


 


	
   

  	
  /s/ Christine M. Price

  	
   

  
	
   

  	
   

  	
  Notary Public, State of Texas

  
				



 


(NOTARY STAMP: CHRISTINE PRICE, NOTARY PUBLIC, STATE OF TEXAS, MY
COMMISSION EXPIRES MARCH 20, 2010)